Annual Report of Holding Companies-FR Y-6/media/others/banking/...Board of Governors of the Federal...
Transcript of Annual Report of Holding Companies-FR Y-6/media/others/banking/...Board of Governors of the Federal...
Board of Governors of the Federal Reserve System 0 COPY FRY-6 OMB Number7100-0297 Approval expires December 31 2015 Page 1 of 2
Annual Report of Holding Companies-FR Y-6
Report at the close of business as of the end of fiscal year
This Report is required by law Section 5(c)(1 )(A) of the Bank Holding Company Act (12 USC sect 1844 (c)(1 )(A)) Section 8(a) of the International Banking Act (12 USC sect 3106(a)) Sections 11 (a)(1 ) 25 and 25A of the Federal Reserve Act (12 USC sectsect 248(a)(1) 602 and 611a) Section 21113(c) of Regulation K (12 CFR sect 21113(c)) and Section 2255(b) of Regulation Y (12 CFR sect 225S(b)) and section 10(c)(2)(H) of the Home Owners Loan Act Return to the appropriate F ederal Reserve Bank the original and the number of copies specified
NOTE The Annual Report of Holding Companies must be signed by one director of the top-tier holding company This individual should also be a senior official of the top-tier holding company In the event that the top-tier holding company does not have an individual who is a senior official and is also a director the chairshyman of the board must sign the report
I Erik Skovgard Name of the Holding Company Director and Official
President Tie of the Holding Company Director and Official
attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been preshypared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief
With respect to information regarding individuals contained in this report the Reporter certifies that it has the authority to provide this information to the Federal Reserve The Reporter also certifies that it has the authority on behalf of each individual to consent or object to public release of information regarding that individual The Federal Reserve may assume in the absence of a request for confidential treatment submitted in accordance with the Boards Rules Regarding Availability of Information 12 CFR Part 261 that the Reporter and individual consent to public release of all details in the report concerning that individual
[4 lavft-pound Signature of Holding Company Director and Official
031 8201 5 Date of Signature
For holding companies not registered with the SECshyIndicate status of Annual Report to Shareholders
l2l is included with the FR Y-6 report
D wi ll be sent under separate cover
D is not prepared
For Federal Reserve Bank Use Only
RSSD ID --d-_l_Qj_(o_degt----CI ---------
This report form is to be filed by all top-tier bank holding compashynies and top-tier savings and loan holding companies organized under US law and by any foreign banking organization that does not meet the requirements of and is not treated as a qualifyshying foreign banking organization under Section 21123 of Regulation K (12 CFR sect 21123) (See page one of the general instructions for more detail of who must file) The Federal Reserve may not conduct or sponsor and an organization (or a person) is not required to respond to an information collection unless it displays a currently valid OMB control number
Date of Report (top-tier holding companys fiscal year-end)
December 31 2014 Month I Day I Year
na Reporters Legal Entity Identifier (LEI) (20-Character LEI Code)
Reporters Name Street and Mailing Address
Lincoln Bancorp Legal Title of Holding Company
508 Main St (Mailing Address of the Holding Company) Street I PO Box
Reinbeck IA City State
Physical Location (if different from mailing address)
50669 Zip Code
Person to whom questions about this report should be directed Emily Girsch EVPCFO Name
319-788-6441 Area Code I Phone Number I Extension
319-788-6697 Area Code I FAX Number
emilygmylsbcom E-mail Address
wwwmylsbcom
----------- Title
Address (URL) for the Holding Companys web page
Does the reporter request confidential treatment for any portion of this
submission
D Yes Please identify the report items to which this request applies
IZJ No
D In accordance with the instructions on pages GEN-2 and 3 a letter justifying the request is being provided
D The information for which confidential treatment is sought is being submitted separately labeled Confidential
Public reporting burden for this information collection is estimated to vary from 13 to 101 hours per response with an average of 525 hours per response including time to gather and maintain data in the required form and to review instructions and complete the information collection_ Send comments regarding this burden estimate or any other aspect of this collection of information including suggestions for reducing this burden to Secretary Board of Governors of the Federal Reserve System 20th and C Streets NW Vashington DC 20551 and to the Office of Management and Budget Paperwork Reduction Project (71 OQ0297) Vashington DC 20503
102014
Lincoln Bancorp and Subsidiaries Auditors Report and Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Contents
Lincoln Bancorp and Subsidiaries December 3 1 2 0 1 4 a n d 2 0 1 3
Independent Auditors Report middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot 1
Consolidated Financial Statements
Balance Sheets 3-4
Statements ofIncomemiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot 5
Statements of Comprehensive Income 6
Statements of Stockholders Equity 7c8
Statements of Cash Flows 9-10
Notes to Financial Statements 1 1-45
J middot1
CPAs amp Advisors 910 E St Louis Street Suite 200 II PO Box 1190 II Springfield MO 65801-1190
417865870111fax417865068211 bkdcom
middotmiddotmiddot_J
Board of Directors Lincoln Bancorp and Subsidiaries Reinbeck Iowa
I n dependent Auditors Report
Report on the Financial Statements
We have audited the accompanying consolidated financial statements of Lincoln Bancorp and Subsidiaries which comprise the consolidated balance sheets as of December 31 2014 and2013 and the related consolidated statements of income comprehensive income stockholders equity and cash flows for the years then ended and the related notes to the financial statements
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurfil1ce about whether the consolidated financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes evaluating the appropriateness of accounting policies used al1d the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Praxfix MEMBERmiddot
GLOBAL ALLIAHCt Of IHOEPEtlDUlT FIRMS
Board of Directors Lincoln Bancorp and Subsidiaries Page2
Opinion
In our opinion the consolidated financial statements refelTed to above present fairly in all material respects the fmancial position of Lincoln Bancorp and Subsidiaries as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting p1inciples generally accepted in the United States of America
Springfield Missouri March 2 2015
Lincoln Bancorp and Subsidiaries Consol i d ated Balance Sheets
December 3 1 2 0 1 4 a n d 2013
Assets
Cash and due from banks
Federal funds sold
Available-for-sale securities
Loans held for sale
Loans net of allowance for loan losses of $6450 169 and $5623786 at December 3 1 2014 and 2013
Premises and equipment net of accumulated depreciation of $ 19732640 and $ 1 8 138560 at December 3 1 2014 and 2013
Other real estate
Interest receivable
Cash value oflifeinsurance
Other investments
Goodwill
Core deposit intangible
Other
Total assets
See Notes to Consolidated Financial Statements 3
2014
$ 1 6499351
1 86000
127577326
7912120
597178815
19802597
751305
5076794
14416258
6589908
19855322
224088
2267836
$ 8 18337720
2013
$ 14900983
148795067
6402 107
464554994
1 5749834
3804415
4700657
1 1 893759
59 1 6096
19791321
353088
1 921 787
$ 698784108
L i a b i l it ies and Stockholders Equ ity
Liabilities Deposits
Demand _ NOW accolints Money market accounts Savings Time
Total deposits
Federal funds-purchased Securities sold under agreements to repurchase Federal Horne Loan Bank advances Notes payable Junior subordinated debentures Interest payable and other liabilities
Total liabilities
Stockholders Equity Common stock $100 par value authorized 1 000000 shares
issued and outstanding 15438 shares outstanding 15438 shares at December 31 2014 outstanding 15206 shares at December 3 1 2013
Additional paid-in capital Retained eafuings Accumulated other comprehensive income (Joss) Treasury stock at cost
Common-0 and 232 shares at December 3 1 2014 and 2013 Unearned ESOP shares
Total stockholders equity
Total liabilities and stockholders equity
See Notes to Consolidated Financial Statements 4
$
2014
87355746 1 1 8386526 1 54791695 54954008
191 479397 606967372
28582531 9 1 474860
5000000 9279000
10267372 751571135
1543800 17 1 19872 49630003
1556862
(3083952)
66766585
$ 8 18337720
$
2013
84235337 1 03037901 1421 80662 5 1 638599
1 17 922632 499015 1 3 1
4442000 31333154 84340222 2397478 9279000 75221 00
638329085
1 543800 16875715 44846787
(255687)
(8 12000) ( 1743592)
60455023
$ 698784108
Lincoln Bancorp and Subsidiaries Consol idated Statements of I n come
Years E nded December 3 1 2 0 1 4 a n d 2 0 1 3
2014 Interest Income
Loans including fees $ 26007392 Debt securities
Taxable 2826599 Tax-exempt 1356954
Federal funds sold 6991 Total interest income 301 97936
Interest Expense Deposits 21 16279 Federal funds purchased and securities sold under
agreements to repurchase 185240 Federal Home Loan Bank advances 1 442440 N ates payable and junior subordinated debentures 359147
Total interest expense 4103106
Net Interest Income 26094830
Provision for Loan Losses 1291000
Net Interest Income After Provision for Loan Losses 24803830
Noninterest Income Insurance commissions 1 869440 Real estate commissions 1623292 Trust fees 492912 Brokerage service commissions 1 018 123 Service charges on deposit accounts 1029093 Net gains on loan sales 4865334 Net realized gains (losses) on sales of available-for-sale securities 637085 Other 1 535852
Total noninterest income 13 071 131
N oninterest Expense Salaries and employee benefits 17286 1 16 Occupancy 2144264 Furniture and equipment 2734138 Other 7555373
Total noninterest expense 29719891
Income Before Income Tax 8155070
Provision for Income Taxes 2155434
Net Income $ 5999636
See Notes to Consolidated Financial Statements 5
2013
$ 21 441085
2859844 1 437221
9987 25748137
2322435
226998 1 477792
370021 4397246
21 350891
776102
20574789
1 938035 1 330092
472437 989869
1040320 5646677
(7740) 1 3 1 9360
12729050
1 5865836 1 877741 2676852 6687354
27107783
61 96056
1 35 1 916
$ 4844140
Lincoln Bancorp and Subsidiaries Consol idated Statements of C o m p rehensive Income
Years Ended Decem b er 31 2014a n d 201 3
2014
Net Income $ 5999636
Other Comprehensive Jn come Securities
Unrealized_appreciation (depreciation) on available-for-sale 4372420 Les_s reclassification adjustment for (gains) losses included
in net incbme middot - (637085) Income taxesbullexpense (benefit) 1393280
Other comprehensive income (loss) on avail_able-for-sale securities 2342055
Derivatives used in cash flow hedging relationships Unrealized gain (loss) on deiivatives (844507) Income tax expense (benefit) (315001)
Other comprehensive income (loss) on cash flow hedges (529506)
Other comprehensive income (loss) net of tax 1812549
Comprehensive Income $ 78121 85
See Notes to Consolidated Financial Statements 6
2013
$ 4844140
(7 596646)
7740 (2830662)
(4758244)
488578 (182240)
306338
( 445 1906)
$ 392234
Lincoln Bancorp and Subsidiaries Consol idated Statements of Stockh o lders Equity
Years Ended Decem ber 31 2014 and 201 3
Balance January 1 2013 Net income Other comprehensive income Dividends on conlinon stock $70 per share Acquisition of snares by ESOP with proceeds from a note
payable to a commrcial bank ESOP shares earned
Balance December 3i-2013
Net income Other comprehensive income Dividends on co6Ii stock $80 per share Shares sold from treasury (232 shares) Acquisition of shares by ESOP with proceeds from a note
payable to a commercial bank ESOP shares earned
Balance December 31 2014
See Notes to Consolidated Financial Statements 7
Common
Stock
$ 1543800
1543800
$ 1543800
Additional
Paid-Jn
Capita l middot
$ 16875715
16875715
135052
109105
$ 17119872
Retained
Earnings
$ 41067127 4844140
(1064480)
44846787
5999636
(l216420)
$ 49630003
middotaj
Accumulated
Other U nearned
Comprehensive Treasury ESOP
Income (Loss) Stock S hares Total
$ 4196219 $ (812000) $ (1424091) $ 61446770 4844140
(4451906) (4451906) (1064480)
(500000) (500000) 180499 180499
(255687) (812000) (1743592) 60455023
5999636 1812549 18 12549
(1216420) 812000 947052
(1583304) (1583304) 242944 352049
$ 1556862 $ $ (3083952) $ 66766585
See Notes to Consolidated Financial Statements 8
Lincoln Bancorp and Subsidiaries Consol idated Statements of Cash F l ows
Years Ended December 31 2014 and 2013
Operating Activities Net income Items not requiring (providing) cash
Depreciation and amortization Amortization of core deposit intangible Provision for loan losses Am01iization of premiums and discounts on securities Deferred income taxes Net gains on sale of oans Net realized (gains) losses on available-for-sale securities Gain on sale of foreclosed assets Origination ofloans held for sale Proceeds from sale of oans held for sale
Changes in Cash value oflife insurance Interest receivable Other assets Interest payable and other liabilities
Net cash provided by operating activities
Investing Activities Purchase of bank owned life insurance Purchases of available-for-sale securities Proceeds from maturities of available-for-sale securities Net sales (purchases) of other investments Net change in loans Purchase of premises and equipment Proceeds from sale of other real estate Federal funds sold net Disbursement on loan to ESOP Repayment on loan to ESOP Acquisition
Net cash used in investing activities
See Notes to Consolidated Financial Statements g
$
2014
5999636
1989738 129000
1291000 5 16150
30992 (4865334)
(637085) (40322)
(170576078) 173931400
(522499) (376137) (323767) 804750
7351444
(2000000) (14858907) 39897380
(673812) (134778952)
(6042502) 3957563 (186000)
(2395330) 152014 (64001)
(116992547)
2013
$ 4844140
1864486 129000 776102 668257 134720
(5646677) 7740
( 11164) (204448200) 241684577
(455123) (592348) 558298
83812
39597620
(33496960) 24372826 (1247806)
(100992958) (3738177)
206164
113256 (25000)
(1 14808655)
Lincoln Bancorp and Subsidiaries Cons o l idated Statements of Cash F l ows
Years Ended Decem ber 31 2014 and 2013
Net increase in deposits $ 107952241 Net increase (decrease) in securities sold under agreements
to repurchase (2750623) Proceeds from Federal Horne Loan Bank advances 72000000 Repayment of Federal Home Loan Bank advances (64865362) Repayment of federal funds purchased ( 4442000) Proceeds from other borrowings 5000000 Repayment of notes payable (1385417) Dividends paid (l216420) Proceeds from common stock sold from treasury 947052
Net cash provided by financing activities 111239471
Increase (Decrease) in Cash and Cash Equivalents 1598368
Cas4 and Cash Equivalents Beginning ofYar 14900983
Cash and Cash Equivalents End of Year $ 16499351
Supplementai Cash Flows Information Interest Paid $ 4065396 Income taxes paid $ 2303137 Real estate acquired in settlement ofloans $ 864131 Change in accumulated other cornprehensivejhcome
unreaiizedgains (losses) on securitieampavai)abkfor sale net $ 2319773 Acquisition (Note 7) assets acquired goodwil1 middot $ 64001
See Notes to Consolidated Financial Statements 10
$ 42203781
9110388 68oooooo
(40659778) (9349000)
(197917) ( 1064480)
68042994
(7168041)
22069024
$ 14900983
$ 4436367 $ 1753080 $ 3849415
$ (4758244) $ 25000
Lincoln Bancorp and Subsidiaries N otes to Consolidated Fin a n cial Statements
December 3 1 2 0 14 a n d 2 0 1 3
N ote 1 N ature of O pe rations and S u mm ary of Sig n i fi cant Accou nting Policies
Nature of Operations
Lincoln Bancorp (the Company) is a bank holding company which OVns 100 of the outstanding common stock of Lincoln Savings Bank (the Bank) The Banks services are offered to individuals businesses governmental units and institutional customers in Iowa communities including Adel Allison Ames Ankeny Aplington Clive Cedar Falls Garwin Greene Grinnell Hudson Indianola Lincoln Mason City Nashua Reinbeck Tama Waterloo Waverly West Des Moines and the surrounding areas The Bank is actively engaged in many areas of commercial banking including acceptance of demand savings and time deposits making commercial real estate agricultural and consumer loans and other banking services tailored for its individual customers The Banks trust department administers estates personal trusts conservatorships pension and profit-sharing funds along with providing other management services to customers
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Lincoln Savings Bank and its wholly owned subsidiary LSB Financial Services Inc All significant intercompany balances and transactions have been eliminated in consolidation The Company also owns 100 of Lincoln Bancorp Capital Trust II which was formed for the purpose of issuing trust preferred securities as discussed more fully in Note 12 In accordance with generally accepted accounting principles (GAAP) this Trust is not included in the consolidated financial statements This investment is accounted for under the equity method of accounting
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses valuation of real estate acquired in connection with foreclosures or in satisfaction of loans other-than-temporary impairments (OTTI) and fair values of financial instruments
Revenue Recognition
Interest income on loans and investment securities is recognized on the accrual method Revenue from insurance real estate commissions trust and brokerage services and service charges and fees on customer deposits is recognized as the services are provided
1 1
Securities
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
Available-for-sale securities which include any security for which the Company has no immediate plan to sell but which may be sold in the future are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method
The Company routinely conducts periodic reviews to identify and evaluate each investment security to detennine whether an other-than-temporary impairment has occurred For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security and it is more likely than not the Company will not have to sell the security before recovery of its cost basis it recognizes the credit component of an other-than-temporary impainnent of a debt security in earnings and the remaining portion in other comprehensive income
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to noninterest income Gains and losses on loan sales are recorded in noninterest income and direct loan origination costs and fees are deferred at 01igination of the loan and are recognized in noninterest income upon sale of the loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income charge-offs the allowance for loan losses any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans
For loans amortized at cost interest income is accrued based on the unpaid principal balance Loan origination fees net of certain direct origination costs as well as premiums and discounts are deferred and amortized as a level yield adjustment over the respective term of the loan
The accrual of interest on agricultural and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past-due status is based on contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured
1 2
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for anticipated prepayments Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance
The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing economic conditions This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
The allowance consists of allocated and general components The allocated component relates to loans that are classified as impaired For those loans that are classified as impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data
A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management detennines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the groups historical loss experience adjused for changes in trends conditions and other relevant factors that affect repayment of the loans Accordingly the Company does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries Auditors Report and Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Contents
Lincoln Bancorp and Subsidiaries December 3 1 2 0 1 4 a n d 2 0 1 3
Independent Auditors Report middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot 1
Consolidated Financial Statements
Balance Sheets 3-4
Statements ofIncomemiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot 5
Statements of Comprehensive Income 6
Statements of Stockholders Equity 7c8
Statements of Cash Flows 9-10
Notes to Financial Statements 1 1-45
J middot1
CPAs amp Advisors 910 E St Louis Street Suite 200 II PO Box 1190 II Springfield MO 65801-1190
417865870111fax417865068211 bkdcom
middotmiddotmiddot_J
Board of Directors Lincoln Bancorp and Subsidiaries Reinbeck Iowa
I n dependent Auditors Report
Report on the Financial Statements
We have audited the accompanying consolidated financial statements of Lincoln Bancorp and Subsidiaries which comprise the consolidated balance sheets as of December 31 2014 and2013 and the related consolidated statements of income comprehensive income stockholders equity and cash flows for the years then ended and the related notes to the financial statements
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurfil1ce about whether the consolidated financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes evaluating the appropriateness of accounting policies used al1d the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Praxfix MEMBERmiddot
GLOBAL ALLIAHCt Of IHOEPEtlDUlT FIRMS
Board of Directors Lincoln Bancorp and Subsidiaries Page2
Opinion
In our opinion the consolidated financial statements refelTed to above present fairly in all material respects the fmancial position of Lincoln Bancorp and Subsidiaries as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting p1inciples generally accepted in the United States of America
Springfield Missouri March 2 2015
Lincoln Bancorp and Subsidiaries Consol i d ated Balance Sheets
December 3 1 2 0 1 4 a n d 2013
Assets
Cash and due from banks
Federal funds sold
Available-for-sale securities
Loans held for sale
Loans net of allowance for loan losses of $6450 169 and $5623786 at December 3 1 2014 and 2013
Premises and equipment net of accumulated depreciation of $ 19732640 and $ 1 8 138560 at December 3 1 2014 and 2013
Other real estate
Interest receivable
Cash value oflifeinsurance
Other investments
Goodwill
Core deposit intangible
Other
Total assets
See Notes to Consolidated Financial Statements 3
2014
$ 1 6499351
1 86000
127577326
7912120
597178815
19802597
751305
5076794
14416258
6589908
19855322
224088
2267836
$ 8 18337720
2013
$ 14900983
148795067
6402 107
464554994
1 5749834
3804415
4700657
1 1 893759
59 1 6096
19791321
353088
1 921 787
$ 698784108
L i a b i l it ies and Stockholders Equ ity
Liabilities Deposits
Demand _ NOW accolints Money market accounts Savings Time
Total deposits
Federal funds-purchased Securities sold under agreements to repurchase Federal Horne Loan Bank advances Notes payable Junior subordinated debentures Interest payable and other liabilities
Total liabilities
Stockholders Equity Common stock $100 par value authorized 1 000000 shares
issued and outstanding 15438 shares outstanding 15438 shares at December 31 2014 outstanding 15206 shares at December 3 1 2013
Additional paid-in capital Retained eafuings Accumulated other comprehensive income (Joss) Treasury stock at cost
Common-0 and 232 shares at December 3 1 2014 and 2013 Unearned ESOP shares
Total stockholders equity
Total liabilities and stockholders equity
See Notes to Consolidated Financial Statements 4
$
2014
87355746 1 1 8386526 1 54791695 54954008
191 479397 606967372
28582531 9 1 474860
5000000 9279000
10267372 751571135
1543800 17 1 19872 49630003
1556862
(3083952)
66766585
$ 8 18337720
$
2013
84235337 1 03037901 1421 80662 5 1 638599
1 17 922632 499015 1 3 1
4442000 31333154 84340222 2397478 9279000 75221 00
638329085
1 543800 16875715 44846787
(255687)
(8 12000) ( 1743592)
60455023
$ 698784108
Lincoln Bancorp and Subsidiaries Consol idated Statements of I n come
Years E nded December 3 1 2 0 1 4 a n d 2 0 1 3
2014 Interest Income
Loans including fees $ 26007392 Debt securities
Taxable 2826599 Tax-exempt 1356954
Federal funds sold 6991 Total interest income 301 97936
Interest Expense Deposits 21 16279 Federal funds purchased and securities sold under
agreements to repurchase 185240 Federal Home Loan Bank advances 1 442440 N ates payable and junior subordinated debentures 359147
Total interest expense 4103106
Net Interest Income 26094830
Provision for Loan Losses 1291000
Net Interest Income After Provision for Loan Losses 24803830
Noninterest Income Insurance commissions 1 869440 Real estate commissions 1623292 Trust fees 492912 Brokerage service commissions 1 018 123 Service charges on deposit accounts 1029093 Net gains on loan sales 4865334 Net realized gains (losses) on sales of available-for-sale securities 637085 Other 1 535852
Total noninterest income 13 071 131
N oninterest Expense Salaries and employee benefits 17286 1 16 Occupancy 2144264 Furniture and equipment 2734138 Other 7555373
Total noninterest expense 29719891
Income Before Income Tax 8155070
Provision for Income Taxes 2155434
Net Income $ 5999636
See Notes to Consolidated Financial Statements 5
2013
$ 21 441085
2859844 1 437221
9987 25748137
2322435
226998 1 477792
370021 4397246
21 350891
776102
20574789
1 938035 1 330092
472437 989869
1040320 5646677
(7740) 1 3 1 9360
12729050
1 5865836 1 877741 2676852 6687354
27107783
61 96056
1 35 1 916
$ 4844140
Lincoln Bancorp and Subsidiaries Consol idated Statements of C o m p rehensive Income
Years Ended Decem b er 31 2014a n d 201 3
2014
Net Income $ 5999636
Other Comprehensive Jn come Securities
Unrealized_appreciation (depreciation) on available-for-sale 4372420 Les_s reclassification adjustment for (gains) losses included
in net incbme middot - (637085) Income taxesbullexpense (benefit) 1393280
Other comprehensive income (loss) on avail_able-for-sale securities 2342055
Derivatives used in cash flow hedging relationships Unrealized gain (loss) on deiivatives (844507) Income tax expense (benefit) (315001)
Other comprehensive income (loss) on cash flow hedges (529506)
Other comprehensive income (loss) net of tax 1812549
Comprehensive Income $ 78121 85
See Notes to Consolidated Financial Statements 6
2013
$ 4844140
(7 596646)
7740 (2830662)
(4758244)
488578 (182240)
306338
( 445 1906)
$ 392234
Lincoln Bancorp and Subsidiaries Consol idated Statements of Stockh o lders Equity
Years Ended Decem ber 31 2014 and 201 3
Balance January 1 2013 Net income Other comprehensive income Dividends on conlinon stock $70 per share Acquisition of snares by ESOP with proceeds from a note
payable to a commrcial bank ESOP shares earned
Balance December 3i-2013
Net income Other comprehensive income Dividends on co6Ii stock $80 per share Shares sold from treasury (232 shares) Acquisition of shares by ESOP with proceeds from a note
payable to a commercial bank ESOP shares earned
Balance December 31 2014
See Notes to Consolidated Financial Statements 7
Common
Stock
$ 1543800
1543800
$ 1543800
Additional
Paid-Jn
Capita l middot
$ 16875715
16875715
135052
109105
$ 17119872
Retained
Earnings
$ 41067127 4844140
(1064480)
44846787
5999636
(l216420)
$ 49630003
middotaj
Accumulated
Other U nearned
Comprehensive Treasury ESOP
Income (Loss) Stock S hares Total
$ 4196219 $ (812000) $ (1424091) $ 61446770 4844140
(4451906) (4451906) (1064480)
(500000) (500000) 180499 180499
(255687) (812000) (1743592) 60455023
5999636 1812549 18 12549
(1216420) 812000 947052
(1583304) (1583304) 242944 352049
$ 1556862 $ $ (3083952) $ 66766585
See Notes to Consolidated Financial Statements 8
Lincoln Bancorp and Subsidiaries Consol idated Statements of Cash F l ows
Years Ended December 31 2014 and 2013
Operating Activities Net income Items not requiring (providing) cash
Depreciation and amortization Amortization of core deposit intangible Provision for loan losses Am01iization of premiums and discounts on securities Deferred income taxes Net gains on sale of oans Net realized (gains) losses on available-for-sale securities Gain on sale of foreclosed assets Origination ofloans held for sale Proceeds from sale of oans held for sale
Changes in Cash value oflife insurance Interest receivable Other assets Interest payable and other liabilities
Net cash provided by operating activities
Investing Activities Purchase of bank owned life insurance Purchases of available-for-sale securities Proceeds from maturities of available-for-sale securities Net sales (purchases) of other investments Net change in loans Purchase of premises and equipment Proceeds from sale of other real estate Federal funds sold net Disbursement on loan to ESOP Repayment on loan to ESOP Acquisition
Net cash used in investing activities
See Notes to Consolidated Financial Statements g
$
2014
5999636
1989738 129000
1291000 5 16150
30992 (4865334)
(637085) (40322)
(170576078) 173931400
(522499) (376137) (323767) 804750
7351444
(2000000) (14858907) 39897380
(673812) (134778952)
(6042502) 3957563 (186000)
(2395330) 152014 (64001)
(116992547)
2013
$ 4844140
1864486 129000 776102 668257 134720
(5646677) 7740
( 11164) (204448200) 241684577
(455123) (592348) 558298
83812
39597620
(33496960) 24372826 (1247806)
(100992958) (3738177)
206164
113256 (25000)
(1 14808655)
Lincoln Bancorp and Subsidiaries Cons o l idated Statements of Cash F l ows
Years Ended Decem ber 31 2014 and 2013
Net increase in deposits $ 107952241 Net increase (decrease) in securities sold under agreements
to repurchase (2750623) Proceeds from Federal Horne Loan Bank advances 72000000 Repayment of Federal Home Loan Bank advances (64865362) Repayment of federal funds purchased ( 4442000) Proceeds from other borrowings 5000000 Repayment of notes payable (1385417) Dividends paid (l216420) Proceeds from common stock sold from treasury 947052
Net cash provided by financing activities 111239471
Increase (Decrease) in Cash and Cash Equivalents 1598368
Cas4 and Cash Equivalents Beginning ofYar 14900983
Cash and Cash Equivalents End of Year $ 16499351
Supplementai Cash Flows Information Interest Paid $ 4065396 Income taxes paid $ 2303137 Real estate acquired in settlement ofloans $ 864131 Change in accumulated other cornprehensivejhcome
unreaiizedgains (losses) on securitieampavai)abkfor sale net $ 2319773 Acquisition (Note 7) assets acquired goodwil1 middot $ 64001
See Notes to Consolidated Financial Statements 10
$ 42203781
9110388 68oooooo
(40659778) (9349000)
(197917) ( 1064480)
68042994
(7168041)
22069024
$ 14900983
$ 4436367 $ 1753080 $ 3849415
$ (4758244) $ 25000
Lincoln Bancorp and Subsidiaries N otes to Consolidated Fin a n cial Statements
December 3 1 2 0 14 a n d 2 0 1 3
N ote 1 N ature of O pe rations and S u mm ary of Sig n i fi cant Accou nting Policies
Nature of Operations
Lincoln Bancorp (the Company) is a bank holding company which OVns 100 of the outstanding common stock of Lincoln Savings Bank (the Bank) The Banks services are offered to individuals businesses governmental units and institutional customers in Iowa communities including Adel Allison Ames Ankeny Aplington Clive Cedar Falls Garwin Greene Grinnell Hudson Indianola Lincoln Mason City Nashua Reinbeck Tama Waterloo Waverly West Des Moines and the surrounding areas The Bank is actively engaged in many areas of commercial banking including acceptance of demand savings and time deposits making commercial real estate agricultural and consumer loans and other banking services tailored for its individual customers The Banks trust department administers estates personal trusts conservatorships pension and profit-sharing funds along with providing other management services to customers
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Lincoln Savings Bank and its wholly owned subsidiary LSB Financial Services Inc All significant intercompany balances and transactions have been eliminated in consolidation The Company also owns 100 of Lincoln Bancorp Capital Trust II which was formed for the purpose of issuing trust preferred securities as discussed more fully in Note 12 In accordance with generally accepted accounting principles (GAAP) this Trust is not included in the consolidated financial statements This investment is accounted for under the equity method of accounting
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses valuation of real estate acquired in connection with foreclosures or in satisfaction of loans other-than-temporary impairments (OTTI) and fair values of financial instruments
Revenue Recognition
Interest income on loans and investment securities is recognized on the accrual method Revenue from insurance real estate commissions trust and brokerage services and service charges and fees on customer deposits is recognized as the services are provided
1 1
Securities
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
Available-for-sale securities which include any security for which the Company has no immediate plan to sell but which may be sold in the future are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method
The Company routinely conducts periodic reviews to identify and evaluate each investment security to detennine whether an other-than-temporary impairment has occurred For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security and it is more likely than not the Company will not have to sell the security before recovery of its cost basis it recognizes the credit component of an other-than-temporary impainnent of a debt security in earnings and the remaining portion in other comprehensive income
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to noninterest income Gains and losses on loan sales are recorded in noninterest income and direct loan origination costs and fees are deferred at 01igination of the loan and are recognized in noninterest income upon sale of the loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income charge-offs the allowance for loan losses any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans
For loans amortized at cost interest income is accrued based on the unpaid principal balance Loan origination fees net of certain direct origination costs as well as premiums and discounts are deferred and amortized as a level yield adjustment over the respective term of the loan
The accrual of interest on agricultural and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past-due status is based on contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured
1 2
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for anticipated prepayments Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance
The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing economic conditions This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
The allowance consists of allocated and general components The allocated component relates to loans that are classified as impaired For those loans that are classified as impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data
A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management detennines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the groups historical loss experience adjused for changes in trends conditions and other relevant factors that affect repayment of the loans Accordingly the Company does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Contents
Lincoln Bancorp and Subsidiaries December 3 1 2 0 1 4 a n d 2 0 1 3
Independent Auditors Report middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot 1
Consolidated Financial Statements
Balance Sheets 3-4
Statements ofIncomemiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot 5
Statements of Comprehensive Income 6
Statements of Stockholders Equity 7c8
Statements of Cash Flows 9-10
Notes to Financial Statements 1 1-45
J middot1
CPAs amp Advisors 910 E St Louis Street Suite 200 II PO Box 1190 II Springfield MO 65801-1190
417865870111fax417865068211 bkdcom
middotmiddotmiddot_J
Board of Directors Lincoln Bancorp and Subsidiaries Reinbeck Iowa
I n dependent Auditors Report
Report on the Financial Statements
We have audited the accompanying consolidated financial statements of Lincoln Bancorp and Subsidiaries which comprise the consolidated balance sheets as of December 31 2014 and2013 and the related consolidated statements of income comprehensive income stockholders equity and cash flows for the years then ended and the related notes to the financial statements
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurfil1ce about whether the consolidated financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes evaluating the appropriateness of accounting policies used al1d the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Praxfix MEMBERmiddot
GLOBAL ALLIAHCt Of IHOEPEtlDUlT FIRMS
Board of Directors Lincoln Bancorp and Subsidiaries Page2
Opinion
In our opinion the consolidated financial statements refelTed to above present fairly in all material respects the fmancial position of Lincoln Bancorp and Subsidiaries as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting p1inciples generally accepted in the United States of America
Springfield Missouri March 2 2015
Lincoln Bancorp and Subsidiaries Consol i d ated Balance Sheets
December 3 1 2 0 1 4 a n d 2013
Assets
Cash and due from banks
Federal funds sold
Available-for-sale securities
Loans held for sale
Loans net of allowance for loan losses of $6450 169 and $5623786 at December 3 1 2014 and 2013
Premises and equipment net of accumulated depreciation of $ 19732640 and $ 1 8 138560 at December 3 1 2014 and 2013
Other real estate
Interest receivable
Cash value oflifeinsurance
Other investments
Goodwill
Core deposit intangible
Other
Total assets
See Notes to Consolidated Financial Statements 3
2014
$ 1 6499351
1 86000
127577326
7912120
597178815
19802597
751305
5076794
14416258
6589908
19855322
224088
2267836
$ 8 18337720
2013
$ 14900983
148795067
6402 107
464554994
1 5749834
3804415
4700657
1 1 893759
59 1 6096
19791321
353088
1 921 787
$ 698784108
L i a b i l it ies and Stockholders Equ ity
Liabilities Deposits
Demand _ NOW accolints Money market accounts Savings Time
Total deposits
Federal funds-purchased Securities sold under agreements to repurchase Federal Horne Loan Bank advances Notes payable Junior subordinated debentures Interest payable and other liabilities
Total liabilities
Stockholders Equity Common stock $100 par value authorized 1 000000 shares
issued and outstanding 15438 shares outstanding 15438 shares at December 31 2014 outstanding 15206 shares at December 3 1 2013
Additional paid-in capital Retained eafuings Accumulated other comprehensive income (Joss) Treasury stock at cost
Common-0 and 232 shares at December 3 1 2014 and 2013 Unearned ESOP shares
Total stockholders equity
Total liabilities and stockholders equity
See Notes to Consolidated Financial Statements 4
$
2014
87355746 1 1 8386526 1 54791695 54954008
191 479397 606967372
28582531 9 1 474860
5000000 9279000
10267372 751571135
1543800 17 1 19872 49630003
1556862
(3083952)
66766585
$ 8 18337720
$
2013
84235337 1 03037901 1421 80662 5 1 638599
1 17 922632 499015 1 3 1
4442000 31333154 84340222 2397478 9279000 75221 00
638329085
1 543800 16875715 44846787
(255687)
(8 12000) ( 1743592)
60455023
$ 698784108
Lincoln Bancorp and Subsidiaries Consol idated Statements of I n come
Years E nded December 3 1 2 0 1 4 a n d 2 0 1 3
2014 Interest Income
Loans including fees $ 26007392 Debt securities
Taxable 2826599 Tax-exempt 1356954
Federal funds sold 6991 Total interest income 301 97936
Interest Expense Deposits 21 16279 Federal funds purchased and securities sold under
agreements to repurchase 185240 Federal Home Loan Bank advances 1 442440 N ates payable and junior subordinated debentures 359147
Total interest expense 4103106
Net Interest Income 26094830
Provision for Loan Losses 1291000
Net Interest Income After Provision for Loan Losses 24803830
Noninterest Income Insurance commissions 1 869440 Real estate commissions 1623292 Trust fees 492912 Brokerage service commissions 1 018 123 Service charges on deposit accounts 1029093 Net gains on loan sales 4865334 Net realized gains (losses) on sales of available-for-sale securities 637085 Other 1 535852
Total noninterest income 13 071 131
N oninterest Expense Salaries and employee benefits 17286 1 16 Occupancy 2144264 Furniture and equipment 2734138 Other 7555373
Total noninterest expense 29719891
Income Before Income Tax 8155070
Provision for Income Taxes 2155434
Net Income $ 5999636
See Notes to Consolidated Financial Statements 5
2013
$ 21 441085
2859844 1 437221
9987 25748137
2322435
226998 1 477792
370021 4397246
21 350891
776102
20574789
1 938035 1 330092
472437 989869
1040320 5646677
(7740) 1 3 1 9360
12729050
1 5865836 1 877741 2676852 6687354
27107783
61 96056
1 35 1 916
$ 4844140
Lincoln Bancorp and Subsidiaries Consol idated Statements of C o m p rehensive Income
Years Ended Decem b er 31 2014a n d 201 3
2014
Net Income $ 5999636
Other Comprehensive Jn come Securities
Unrealized_appreciation (depreciation) on available-for-sale 4372420 Les_s reclassification adjustment for (gains) losses included
in net incbme middot - (637085) Income taxesbullexpense (benefit) 1393280
Other comprehensive income (loss) on avail_able-for-sale securities 2342055
Derivatives used in cash flow hedging relationships Unrealized gain (loss) on deiivatives (844507) Income tax expense (benefit) (315001)
Other comprehensive income (loss) on cash flow hedges (529506)
Other comprehensive income (loss) net of tax 1812549
Comprehensive Income $ 78121 85
See Notes to Consolidated Financial Statements 6
2013
$ 4844140
(7 596646)
7740 (2830662)
(4758244)
488578 (182240)
306338
( 445 1906)
$ 392234
Lincoln Bancorp and Subsidiaries Consol idated Statements of Stockh o lders Equity
Years Ended Decem ber 31 2014 and 201 3
Balance January 1 2013 Net income Other comprehensive income Dividends on conlinon stock $70 per share Acquisition of snares by ESOP with proceeds from a note
payable to a commrcial bank ESOP shares earned
Balance December 3i-2013
Net income Other comprehensive income Dividends on co6Ii stock $80 per share Shares sold from treasury (232 shares) Acquisition of shares by ESOP with proceeds from a note
payable to a commercial bank ESOP shares earned
Balance December 31 2014
See Notes to Consolidated Financial Statements 7
Common
Stock
$ 1543800
1543800
$ 1543800
Additional
Paid-Jn
Capita l middot
$ 16875715
16875715
135052
109105
$ 17119872
Retained
Earnings
$ 41067127 4844140
(1064480)
44846787
5999636
(l216420)
$ 49630003
middotaj
Accumulated
Other U nearned
Comprehensive Treasury ESOP
Income (Loss) Stock S hares Total
$ 4196219 $ (812000) $ (1424091) $ 61446770 4844140
(4451906) (4451906) (1064480)
(500000) (500000) 180499 180499
(255687) (812000) (1743592) 60455023
5999636 1812549 18 12549
(1216420) 812000 947052
(1583304) (1583304) 242944 352049
$ 1556862 $ $ (3083952) $ 66766585
See Notes to Consolidated Financial Statements 8
Lincoln Bancorp and Subsidiaries Consol idated Statements of Cash F l ows
Years Ended December 31 2014 and 2013
Operating Activities Net income Items not requiring (providing) cash
Depreciation and amortization Amortization of core deposit intangible Provision for loan losses Am01iization of premiums and discounts on securities Deferred income taxes Net gains on sale of oans Net realized (gains) losses on available-for-sale securities Gain on sale of foreclosed assets Origination ofloans held for sale Proceeds from sale of oans held for sale
Changes in Cash value oflife insurance Interest receivable Other assets Interest payable and other liabilities
Net cash provided by operating activities
Investing Activities Purchase of bank owned life insurance Purchases of available-for-sale securities Proceeds from maturities of available-for-sale securities Net sales (purchases) of other investments Net change in loans Purchase of premises and equipment Proceeds from sale of other real estate Federal funds sold net Disbursement on loan to ESOP Repayment on loan to ESOP Acquisition
Net cash used in investing activities
See Notes to Consolidated Financial Statements g
$
2014
5999636
1989738 129000
1291000 5 16150
30992 (4865334)
(637085) (40322)
(170576078) 173931400
(522499) (376137) (323767) 804750
7351444
(2000000) (14858907) 39897380
(673812) (134778952)
(6042502) 3957563 (186000)
(2395330) 152014 (64001)
(116992547)
2013
$ 4844140
1864486 129000 776102 668257 134720
(5646677) 7740
( 11164) (204448200) 241684577
(455123) (592348) 558298
83812
39597620
(33496960) 24372826 (1247806)
(100992958) (3738177)
206164
113256 (25000)
(1 14808655)
Lincoln Bancorp and Subsidiaries Cons o l idated Statements of Cash F l ows
Years Ended Decem ber 31 2014 and 2013
Net increase in deposits $ 107952241 Net increase (decrease) in securities sold under agreements
to repurchase (2750623) Proceeds from Federal Horne Loan Bank advances 72000000 Repayment of Federal Home Loan Bank advances (64865362) Repayment of federal funds purchased ( 4442000) Proceeds from other borrowings 5000000 Repayment of notes payable (1385417) Dividends paid (l216420) Proceeds from common stock sold from treasury 947052
Net cash provided by financing activities 111239471
Increase (Decrease) in Cash and Cash Equivalents 1598368
Cas4 and Cash Equivalents Beginning ofYar 14900983
Cash and Cash Equivalents End of Year $ 16499351
Supplementai Cash Flows Information Interest Paid $ 4065396 Income taxes paid $ 2303137 Real estate acquired in settlement ofloans $ 864131 Change in accumulated other cornprehensivejhcome
unreaiizedgains (losses) on securitieampavai)abkfor sale net $ 2319773 Acquisition (Note 7) assets acquired goodwil1 middot $ 64001
See Notes to Consolidated Financial Statements 10
$ 42203781
9110388 68oooooo
(40659778) (9349000)
(197917) ( 1064480)
68042994
(7168041)
22069024
$ 14900983
$ 4436367 $ 1753080 $ 3849415
$ (4758244) $ 25000
Lincoln Bancorp and Subsidiaries N otes to Consolidated Fin a n cial Statements
December 3 1 2 0 14 a n d 2 0 1 3
N ote 1 N ature of O pe rations and S u mm ary of Sig n i fi cant Accou nting Policies
Nature of Operations
Lincoln Bancorp (the Company) is a bank holding company which OVns 100 of the outstanding common stock of Lincoln Savings Bank (the Bank) The Banks services are offered to individuals businesses governmental units and institutional customers in Iowa communities including Adel Allison Ames Ankeny Aplington Clive Cedar Falls Garwin Greene Grinnell Hudson Indianola Lincoln Mason City Nashua Reinbeck Tama Waterloo Waverly West Des Moines and the surrounding areas The Bank is actively engaged in many areas of commercial banking including acceptance of demand savings and time deposits making commercial real estate agricultural and consumer loans and other banking services tailored for its individual customers The Banks trust department administers estates personal trusts conservatorships pension and profit-sharing funds along with providing other management services to customers
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Lincoln Savings Bank and its wholly owned subsidiary LSB Financial Services Inc All significant intercompany balances and transactions have been eliminated in consolidation The Company also owns 100 of Lincoln Bancorp Capital Trust II which was formed for the purpose of issuing trust preferred securities as discussed more fully in Note 12 In accordance with generally accepted accounting principles (GAAP) this Trust is not included in the consolidated financial statements This investment is accounted for under the equity method of accounting
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses valuation of real estate acquired in connection with foreclosures or in satisfaction of loans other-than-temporary impairments (OTTI) and fair values of financial instruments
Revenue Recognition
Interest income on loans and investment securities is recognized on the accrual method Revenue from insurance real estate commissions trust and brokerage services and service charges and fees on customer deposits is recognized as the services are provided
1 1
Securities
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
Available-for-sale securities which include any security for which the Company has no immediate plan to sell but which may be sold in the future are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method
The Company routinely conducts periodic reviews to identify and evaluate each investment security to detennine whether an other-than-temporary impairment has occurred For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security and it is more likely than not the Company will not have to sell the security before recovery of its cost basis it recognizes the credit component of an other-than-temporary impainnent of a debt security in earnings and the remaining portion in other comprehensive income
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to noninterest income Gains and losses on loan sales are recorded in noninterest income and direct loan origination costs and fees are deferred at 01igination of the loan and are recognized in noninterest income upon sale of the loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income charge-offs the allowance for loan losses any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans
For loans amortized at cost interest income is accrued based on the unpaid principal balance Loan origination fees net of certain direct origination costs as well as premiums and discounts are deferred and amortized as a level yield adjustment over the respective term of the loan
The accrual of interest on agricultural and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past-due status is based on contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured
1 2
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for anticipated prepayments Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance
The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing economic conditions This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
The allowance consists of allocated and general components The allocated component relates to loans that are classified as impaired For those loans that are classified as impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data
A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management detennines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the groups historical loss experience adjused for changes in trends conditions and other relevant factors that affect repayment of the loans Accordingly the Company does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
CPAs amp Advisors 910 E St Louis Street Suite 200 II PO Box 1190 II Springfield MO 65801-1190
417865870111fax417865068211 bkdcom
middotmiddotmiddot_J
Board of Directors Lincoln Bancorp and Subsidiaries Reinbeck Iowa
I n dependent Auditors Report
Report on the Financial Statements
We have audited the accompanying consolidated financial statements of Lincoln Bancorp and Subsidiaries which comprise the consolidated balance sheets as of December 31 2014 and2013 and the related consolidated statements of income comprehensive income stockholders equity and cash flows for the years then ended and the related notes to the financial statements
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurfil1ce about whether the consolidated financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes evaluating the appropriateness of accounting policies used al1d the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Praxfix MEMBERmiddot
GLOBAL ALLIAHCt Of IHOEPEtlDUlT FIRMS
Board of Directors Lincoln Bancorp and Subsidiaries Page2
Opinion
In our opinion the consolidated financial statements refelTed to above present fairly in all material respects the fmancial position of Lincoln Bancorp and Subsidiaries as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting p1inciples generally accepted in the United States of America
Springfield Missouri March 2 2015
Lincoln Bancorp and Subsidiaries Consol i d ated Balance Sheets
December 3 1 2 0 1 4 a n d 2013
Assets
Cash and due from banks
Federal funds sold
Available-for-sale securities
Loans held for sale
Loans net of allowance for loan losses of $6450 169 and $5623786 at December 3 1 2014 and 2013
Premises and equipment net of accumulated depreciation of $ 19732640 and $ 1 8 138560 at December 3 1 2014 and 2013
Other real estate
Interest receivable
Cash value oflifeinsurance
Other investments
Goodwill
Core deposit intangible
Other
Total assets
See Notes to Consolidated Financial Statements 3
2014
$ 1 6499351
1 86000
127577326
7912120
597178815
19802597
751305
5076794
14416258
6589908
19855322
224088
2267836
$ 8 18337720
2013
$ 14900983
148795067
6402 107
464554994
1 5749834
3804415
4700657
1 1 893759
59 1 6096
19791321
353088
1 921 787
$ 698784108
L i a b i l it ies and Stockholders Equ ity
Liabilities Deposits
Demand _ NOW accolints Money market accounts Savings Time
Total deposits
Federal funds-purchased Securities sold under agreements to repurchase Federal Horne Loan Bank advances Notes payable Junior subordinated debentures Interest payable and other liabilities
Total liabilities
Stockholders Equity Common stock $100 par value authorized 1 000000 shares
issued and outstanding 15438 shares outstanding 15438 shares at December 31 2014 outstanding 15206 shares at December 3 1 2013
Additional paid-in capital Retained eafuings Accumulated other comprehensive income (Joss) Treasury stock at cost
Common-0 and 232 shares at December 3 1 2014 and 2013 Unearned ESOP shares
Total stockholders equity
Total liabilities and stockholders equity
See Notes to Consolidated Financial Statements 4
$
2014
87355746 1 1 8386526 1 54791695 54954008
191 479397 606967372
28582531 9 1 474860
5000000 9279000
10267372 751571135
1543800 17 1 19872 49630003
1556862
(3083952)
66766585
$ 8 18337720
$
2013
84235337 1 03037901 1421 80662 5 1 638599
1 17 922632 499015 1 3 1
4442000 31333154 84340222 2397478 9279000 75221 00
638329085
1 543800 16875715 44846787
(255687)
(8 12000) ( 1743592)
60455023
$ 698784108
Lincoln Bancorp and Subsidiaries Consol idated Statements of I n come
Years E nded December 3 1 2 0 1 4 a n d 2 0 1 3
2014 Interest Income
Loans including fees $ 26007392 Debt securities
Taxable 2826599 Tax-exempt 1356954
Federal funds sold 6991 Total interest income 301 97936
Interest Expense Deposits 21 16279 Federal funds purchased and securities sold under
agreements to repurchase 185240 Federal Home Loan Bank advances 1 442440 N ates payable and junior subordinated debentures 359147
Total interest expense 4103106
Net Interest Income 26094830
Provision for Loan Losses 1291000
Net Interest Income After Provision for Loan Losses 24803830
Noninterest Income Insurance commissions 1 869440 Real estate commissions 1623292 Trust fees 492912 Brokerage service commissions 1 018 123 Service charges on deposit accounts 1029093 Net gains on loan sales 4865334 Net realized gains (losses) on sales of available-for-sale securities 637085 Other 1 535852
Total noninterest income 13 071 131
N oninterest Expense Salaries and employee benefits 17286 1 16 Occupancy 2144264 Furniture and equipment 2734138 Other 7555373
Total noninterest expense 29719891
Income Before Income Tax 8155070
Provision for Income Taxes 2155434
Net Income $ 5999636
See Notes to Consolidated Financial Statements 5
2013
$ 21 441085
2859844 1 437221
9987 25748137
2322435
226998 1 477792
370021 4397246
21 350891
776102
20574789
1 938035 1 330092
472437 989869
1040320 5646677
(7740) 1 3 1 9360
12729050
1 5865836 1 877741 2676852 6687354
27107783
61 96056
1 35 1 916
$ 4844140
Lincoln Bancorp and Subsidiaries Consol idated Statements of C o m p rehensive Income
Years Ended Decem b er 31 2014a n d 201 3
2014
Net Income $ 5999636
Other Comprehensive Jn come Securities
Unrealized_appreciation (depreciation) on available-for-sale 4372420 Les_s reclassification adjustment for (gains) losses included
in net incbme middot - (637085) Income taxesbullexpense (benefit) 1393280
Other comprehensive income (loss) on avail_able-for-sale securities 2342055
Derivatives used in cash flow hedging relationships Unrealized gain (loss) on deiivatives (844507) Income tax expense (benefit) (315001)
Other comprehensive income (loss) on cash flow hedges (529506)
Other comprehensive income (loss) net of tax 1812549
Comprehensive Income $ 78121 85
See Notes to Consolidated Financial Statements 6
2013
$ 4844140
(7 596646)
7740 (2830662)
(4758244)
488578 (182240)
306338
( 445 1906)
$ 392234
Lincoln Bancorp and Subsidiaries Consol idated Statements of Stockh o lders Equity
Years Ended Decem ber 31 2014 and 201 3
Balance January 1 2013 Net income Other comprehensive income Dividends on conlinon stock $70 per share Acquisition of snares by ESOP with proceeds from a note
payable to a commrcial bank ESOP shares earned
Balance December 3i-2013
Net income Other comprehensive income Dividends on co6Ii stock $80 per share Shares sold from treasury (232 shares) Acquisition of shares by ESOP with proceeds from a note
payable to a commercial bank ESOP shares earned
Balance December 31 2014
See Notes to Consolidated Financial Statements 7
Common
Stock
$ 1543800
1543800
$ 1543800
Additional
Paid-Jn
Capita l middot
$ 16875715
16875715
135052
109105
$ 17119872
Retained
Earnings
$ 41067127 4844140
(1064480)
44846787
5999636
(l216420)
$ 49630003
middotaj
Accumulated
Other U nearned
Comprehensive Treasury ESOP
Income (Loss) Stock S hares Total
$ 4196219 $ (812000) $ (1424091) $ 61446770 4844140
(4451906) (4451906) (1064480)
(500000) (500000) 180499 180499
(255687) (812000) (1743592) 60455023
5999636 1812549 18 12549
(1216420) 812000 947052
(1583304) (1583304) 242944 352049
$ 1556862 $ $ (3083952) $ 66766585
See Notes to Consolidated Financial Statements 8
Lincoln Bancorp and Subsidiaries Consol idated Statements of Cash F l ows
Years Ended December 31 2014 and 2013
Operating Activities Net income Items not requiring (providing) cash
Depreciation and amortization Amortization of core deposit intangible Provision for loan losses Am01iization of premiums and discounts on securities Deferred income taxes Net gains on sale of oans Net realized (gains) losses on available-for-sale securities Gain on sale of foreclosed assets Origination ofloans held for sale Proceeds from sale of oans held for sale
Changes in Cash value oflife insurance Interest receivable Other assets Interest payable and other liabilities
Net cash provided by operating activities
Investing Activities Purchase of bank owned life insurance Purchases of available-for-sale securities Proceeds from maturities of available-for-sale securities Net sales (purchases) of other investments Net change in loans Purchase of premises and equipment Proceeds from sale of other real estate Federal funds sold net Disbursement on loan to ESOP Repayment on loan to ESOP Acquisition
Net cash used in investing activities
See Notes to Consolidated Financial Statements g
$
2014
5999636
1989738 129000
1291000 5 16150
30992 (4865334)
(637085) (40322)
(170576078) 173931400
(522499) (376137) (323767) 804750
7351444
(2000000) (14858907) 39897380
(673812) (134778952)
(6042502) 3957563 (186000)
(2395330) 152014 (64001)
(116992547)
2013
$ 4844140
1864486 129000 776102 668257 134720
(5646677) 7740
( 11164) (204448200) 241684577
(455123) (592348) 558298
83812
39597620
(33496960) 24372826 (1247806)
(100992958) (3738177)
206164
113256 (25000)
(1 14808655)
Lincoln Bancorp and Subsidiaries Cons o l idated Statements of Cash F l ows
Years Ended Decem ber 31 2014 and 2013
Net increase in deposits $ 107952241 Net increase (decrease) in securities sold under agreements
to repurchase (2750623) Proceeds from Federal Horne Loan Bank advances 72000000 Repayment of Federal Home Loan Bank advances (64865362) Repayment of federal funds purchased ( 4442000) Proceeds from other borrowings 5000000 Repayment of notes payable (1385417) Dividends paid (l216420) Proceeds from common stock sold from treasury 947052
Net cash provided by financing activities 111239471
Increase (Decrease) in Cash and Cash Equivalents 1598368
Cas4 and Cash Equivalents Beginning ofYar 14900983
Cash and Cash Equivalents End of Year $ 16499351
Supplementai Cash Flows Information Interest Paid $ 4065396 Income taxes paid $ 2303137 Real estate acquired in settlement ofloans $ 864131 Change in accumulated other cornprehensivejhcome
unreaiizedgains (losses) on securitieampavai)abkfor sale net $ 2319773 Acquisition (Note 7) assets acquired goodwil1 middot $ 64001
See Notes to Consolidated Financial Statements 10
$ 42203781
9110388 68oooooo
(40659778) (9349000)
(197917) ( 1064480)
68042994
(7168041)
22069024
$ 14900983
$ 4436367 $ 1753080 $ 3849415
$ (4758244) $ 25000
Lincoln Bancorp and Subsidiaries N otes to Consolidated Fin a n cial Statements
December 3 1 2 0 14 a n d 2 0 1 3
N ote 1 N ature of O pe rations and S u mm ary of Sig n i fi cant Accou nting Policies
Nature of Operations
Lincoln Bancorp (the Company) is a bank holding company which OVns 100 of the outstanding common stock of Lincoln Savings Bank (the Bank) The Banks services are offered to individuals businesses governmental units and institutional customers in Iowa communities including Adel Allison Ames Ankeny Aplington Clive Cedar Falls Garwin Greene Grinnell Hudson Indianola Lincoln Mason City Nashua Reinbeck Tama Waterloo Waverly West Des Moines and the surrounding areas The Bank is actively engaged in many areas of commercial banking including acceptance of demand savings and time deposits making commercial real estate agricultural and consumer loans and other banking services tailored for its individual customers The Banks trust department administers estates personal trusts conservatorships pension and profit-sharing funds along with providing other management services to customers
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Lincoln Savings Bank and its wholly owned subsidiary LSB Financial Services Inc All significant intercompany balances and transactions have been eliminated in consolidation The Company also owns 100 of Lincoln Bancorp Capital Trust II which was formed for the purpose of issuing trust preferred securities as discussed more fully in Note 12 In accordance with generally accepted accounting principles (GAAP) this Trust is not included in the consolidated financial statements This investment is accounted for under the equity method of accounting
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses valuation of real estate acquired in connection with foreclosures or in satisfaction of loans other-than-temporary impairments (OTTI) and fair values of financial instruments
Revenue Recognition
Interest income on loans and investment securities is recognized on the accrual method Revenue from insurance real estate commissions trust and brokerage services and service charges and fees on customer deposits is recognized as the services are provided
1 1
Securities
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
Available-for-sale securities which include any security for which the Company has no immediate plan to sell but which may be sold in the future are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method
The Company routinely conducts periodic reviews to identify and evaluate each investment security to detennine whether an other-than-temporary impairment has occurred For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security and it is more likely than not the Company will not have to sell the security before recovery of its cost basis it recognizes the credit component of an other-than-temporary impainnent of a debt security in earnings and the remaining portion in other comprehensive income
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to noninterest income Gains and losses on loan sales are recorded in noninterest income and direct loan origination costs and fees are deferred at 01igination of the loan and are recognized in noninterest income upon sale of the loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income charge-offs the allowance for loan losses any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans
For loans amortized at cost interest income is accrued based on the unpaid principal balance Loan origination fees net of certain direct origination costs as well as premiums and discounts are deferred and amortized as a level yield adjustment over the respective term of the loan
The accrual of interest on agricultural and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past-due status is based on contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured
1 2
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for anticipated prepayments Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance
The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing economic conditions This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
The allowance consists of allocated and general components The allocated component relates to loans that are classified as impaired For those loans that are classified as impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data
A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management detennines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the groups historical loss experience adjused for changes in trends conditions and other relevant factors that affect repayment of the loans Accordingly the Company does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Board of Directors Lincoln Bancorp and Subsidiaries Page2
Opinion
In our opinion the consolidated financial statements refelTed to above present fairly in all material respects the fmancial position of Lincoln Bancorp and Subsidiaries as of December 31 2014 and 2013 and the results of its operations and its cash flows for the years then ended in accordance with accounting p1inciples generally accepted in the United States of America
Springfield Missouri March 2 2015
Lincoln Bancorp and Subsidiaries Consol i d ated Balance Sheets
December 3 1 2 0 1 4 a n d 2013
Assets
Cash and due from banks
Federal funds sold
Available-for-sale securities
Loans held for sale
Loans net of allowance for loan losses of $6450 169 and $5623786 at December 3 1 2014 and 2013
Premises and equipment net of accumulated depreciation of $ 19732640 and $ 1 8 138560 at December 3 1 2014 and 2013
Other real estate
Interest receivable
Cash value oflifeinsurance
Other investments
Goodwill
Core deposit intangible
Other
Total assets
See Notes to Consolidated Financial Statements 3
2014
$ 1 6499351
1 86000
127577326
7912120
597178815
19802597
751305
5076794
14416258
6589908
19855322
224088
2267836
$ 8 18337720
2013
$ 14900983
148795067
6402 107
464554994
1 5749834
3804415
4700657
1 1 893759
59 1 6096
19791321
353088
1 921 787
$ 698784108
L i a b i l it ies and Stockholders Equ ity
Liabilities Deposits
Demand _ NOW accolints Money market accounts Savings Time
Total deposits
Federal funds-purchased Securities sold under agreements to repurchase Federal Horne Loan Bank advances Notes payable Junior subordinated debentures Interest payable and other liabilities
Total liabilities
Stockholders Equity Common stock $100 par value authorized 1 000000 shares
issued and outstanding 15438 shares outstanding 15438 shares at December 31 2014 outstanding 15206 shares at December 3 1 2013
Additional paid-in capital Retained eafuings Accumulated other comprehensive income (Joss) Treasury stock at cost
Common-0 and 232 shares at December 3 1 2014 and 2013 Unearned ESOP shares
Total stockholders equity
Total liabilities and stockholders equity
See Notes to Consolidated Financial Statements 4
$
2014
87355746 1 1 8386526 1 54791695 54954008
191 479397 606967372
28582531 9 1 474860
5000000 9279000
10267372 751571135
1543800 17 1 19872 49630003
1556862
(3083952)
66766585
$ 8 18337720
$
2013
84235337 1 03037901 1421 80662 5 1 638599
1 17 922632 499015 1 3 1
4442000 31333154 84340222 2397478 9279000 75221 00
638329085
1 543800 16875715 44846787
(255687)
(8 12000) ( 1743592)
60455023
$ 698784108
Lincoln Bancorp and Subsidiaries Consol idated Statements of I n come
Years E nded December 3 1 2 0 1 4 a n d 2 0 1 3
2014 Interest Income
Loans including fees $ 26007392 Debt securities
Taxable 2826599 Tax-exempt 1356954
Federal funds sold 6991 Total interest income 301 97936
Interest Expense Deposits 21 16279 Federal funds purchased and securities sold under
agreements to repurchase 185240 Federal Home Loan Bank advances 1 442440 N ates payable and junior subordinated debentures 359147
Total interest expense 4103106
Net Interest Income 26094830
Provision for Loan Losses 1291000
Net Interest Income After Provision for Loan Losses 24803830
Noninterest Income Insurance commissions 1 869440 Real estate commissions 1623292 Trust fees 492912 Brokerage service commissions 1 018 123 Service charges on deposit accounts 1029093 Net gains on loan sales 4865334 Net realized gains (losses) on sales of available-for-sale securities 637085 Other 1 535852
Total noninterest income 13 071 131
N oninterest Expense Salaries and employee benefits 17286 1 16 Occupancy 2144264 Furniture and equipment 2734138 Other 7555373
Total noninterest expense 29719891
Income Before Income Tax 8155070
Provision for Income Taxes 2155434
Net Income $ 5999636
See Notes to Consolidated Financial Statements 5
2013
$ 21 441085
2859844 1 437221
9987 25748137
2322435
226998 1 477792
370021 4397246
21 350891
776102
20574789
1 938035 1 330092
472437 989869
1040320 5646677
(7740) 1 3 1 9360
12729050
1 5865836 1 877741 2676852 6687354
27107783
61 96056
1 35 1 916
$ 4844140
Lincoln Bancorp and Subsidiaries Consol idated Statements of C o m p rehensive Income
Years Ended Decem b er 31 2014a n d 201 3
2014
Net Income $ 5999636
Other Comprehensive Jn come Securities
Unrealized_appreciation (depreciation) on available-for-sale 4372420 Les_s reclassification adjustment for (gains) losses included
in net incbme middot - (637085) Income taxesbullexpense (benefit) 1393280
Other comprehensive income (loss) on avail_able-for-sale securities 2342055
Derivatives used in cash flow hedging relationships Unrealized gain (loss) on deiivatives (844507) Income tax expense (benefit) (315001)
Other comprehensive income (loss) on cash flow hedges (529506)
Other comprehensive income (loss) net of tax 1812549
Comprehensive Income $ 78121 85
See Notes to Consolidated Financial Statements 6
2013
$ 4844140
(7 596646)
7740 (2830662)
(4758244)
488578 (182240)
306338
( 445 1906)
$ 392234
Lincoln Bancorp and Subsidiaries Consol idated Statements of Stockh o lders Equity
Years Ended Decem ber 31 2014 and 201 3
Balance January 1 2013 Net income Other comprehensive income Dividends on conlinon stock $70 per share Acquisition of snares by ESOP with proceeds from a note
payable to a commrcial bank ESOP shares earned
Balance December 3i-2013
Net income Other comprehensive income Dividends on co6Ii stock $80 per share Shares sold from treasury (232 shares) Acquisition of shares by ESOP with proceeds from a note
payable to a commercial bank ESOP shares earned
Balance December 31 2014
See Notes to Consolidated Financial Statements 7
Common
Stock
$ 1543800
1543800
$ 1543800
Additional
Paid-Jn
Capita l middot
$ 16875715
16875715
135052
109105
$ 17119872
Retained
Earnings
$ 41067127 4844140
(1064480)
44846787
5999636
(l216420)
$ 49630003
middotaj
Accumulated
Other U nearned
Comprehensive Treasury ESOP
Income (Loss) Stock S hares Total
$ 4196219 $ (812000) $ (1424091) $ 61446770 4844140
(4451906) (4451906) (1064480)
(500000) (500000) 180499 180499
(255687) (812000) (1743592) 60455023
5999636 1812549 18 12549
(1216420) 812000 947052
(1583304) (1583304) 242944 352049
$ 1556862 $ $ (3083952) $ 66766585
See Notes to Consolidated Financial Statements 8
Lincoln Bancorp and Subsidiaries Consol idated Statements of Cash F l ows
Years Ended December 31 2014 and 2013
Operating Activities Net income Items not requiring (providing) cash
Depreciation and amortization Amortization of core deposit intangible Provision for loan losses Am01iization of premiums and discounts on securities Deferred income taxes Net gains on sale of oans Net realized (gains) losses on available-for-sale securities Gain on sale of foreclosed assets Origination ofloans held for sale Proceeds from sale of oans held for sale
Changes in Cash value oflife insurance Interest receivable Other assets Interest payable and other liabilities
Net cash provided by operating activities
Investing Activities Purchase of bank owned life insurance Purchases of available-for-sale securities Proceeds from maturities of available-for-sale securities Net sales (purchases) of other investments Net change in loans Purchase of premises and equipment Proceeds from sale of other real estate Federal funds sold net Disbursement on loan to ESOP Repayment on loan to ESOP Acquisition
Net cash used in investing activities
See Notes to Consolidated Financial Statements g
$
2014
5999636
1989738 129000
1291000 5 16150
30992 (4865334)
(637085) (40322)
(170576078) 173931400
(522499) (376137) (323767) 804750
7351444
(2000000) (14858907) 39897380
(673812) (134778952)
(6042502) 3957563 (186000)
(2395330) 152014 (64001)
(116992547)
2013
$ 4844140
1864486 129000 776102 668257 134720
(5646677) 7740
( 11164) (204448200) 241684577
(455123) (592348) 558298
83812
39597620
(33496960) 24372826 (1247806)
(100992958) (3738177)
206164
113256 (25000)
(1 14808655)
Lincoln Bancorp and Subsidiaries Cons o l idated Statements of Cash F l ows
Years Ended Decem ber 31 2014 and 2013
Net increase in deposits $ 107952241 Net increase (decrease) in securities sold under agreements
to repurchase (2750623) Proceeds from Federal Horne Loan Bank advances 72000000 Repayment of Federal Home Loan Bank advances (64865362) Repayment of federal funds purchased ( 4442000) Proceeds from other borrowings 5000000 Repayment of notes payable (1385417) Dividends paid (l216420) Proceeds from common stock sold from treasury 947052
Net cash provided by financing activities 111239471
Increase (Decrease) in Cash and Cash Equivalents 1598368
Cas4 and Cash Equivalents Beginning ofYar 14900983
Cash and Cash Equivalents End of Year $ 16499351
Supplementai Cash Flows Information Interest Paid $ 4065396 Income taxes paid $ 2303137 Real estate acquired in settlement ofloans $ 864131 Change in accumulated other cornprehensivejhcome
unreaiizedgains (losses) on securitieampavai)abkfor sale net $ 2319773 Acquisition (Note 7) assets acquired goodwil1 middot $ 64001
See Notes to Consolidated Financial Statements 10
$ 42203781
9110388 68oooooo
(40659778) (9349000)
(197917) ( 1064480)
68042994
(7168041)
22069024
$ 14900983
$ 4436367 $ 1753080 $ 3849415
$ (4758244) $ 25000
Lincoln Bancorp and Subsidiaries N otes to Consolidated Fin a n cial Statements
December 3 1 2 0 14 a n d 2 0 1 3
N ote 1 N ature of O pe rations and S u mm ary of Sig n i fi cant Accou nting Policies
Nature of Operations
Lincoln Bancorp (the Company) is a bank holding company which OVns 100 of the outstanding common stock of Lincoln Savings Bank (the Bank) The Banks services are offered to individuals businesses governmental units and institutional customers in Iowa communities including Adel Allison Ames Ankeny Aplington Clive Cedar Falls Garwin Greene Grinnell Hudson Indianola Lincoln Mason City Nashua Reinbeck Tama Waterloo Waverly West Des Moines and the surrounding areas The Bank is actively engaged in many areas of commercial banking including acceptance of demand savings and time deposits making commercial real estate agricultural and consumer loans and other banking services tailored for its individual customers The Banks trust department administers estates personal trusts conservatorships pension and profit-sharing funds along with providing other management services to customers
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Lincoln Savings Bank and its wholly owned subsidiary LSB Financial Services Inc All significant intercompany balances and transactions have been eliminated in consolidation The Company also owns 100 of Lincoln Bancorp Capital Trust II which was formed for the purpose of issuing trust preferred securities as discussed more fully in Note 12 In accordance with generally accepted accounting principles (GAAP) this Trust is not included in the consolidated financial statements This investment is accounted for under the equity method of accounting
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses valuation of real estate acquired in connection with foreclosures or in satisfaction of loans other-than-temporary impairments (OTTI) and fair values of financial instruments
Revenue Recognition
Interest income on loans and investment securities is recognized on the accrual method Revenue from insurance real estate commissions trust and brokerage services and service charges and fees on customer deposits is recognized as the services are provided
1 1
Securities
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
Available-for-sale securities which include any security for which the Company has no immediate plan to sell but which may be sold in the future are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method
The Company routinely conducts periodic reviews to identify and evaluate each investment security to detennine whether an other-than-temporary impairment has occurred For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security and it is more likely than not the Company will not have to sell the security before recovery of its cost basis it recognizes the credit component of an other-than-temporary impainnent of a debt security in earnings and the remaining portion in other comprehensive income
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to noninterest income Gains and losses on loan sales are recorded in noninterest income and direct loan origination costs and fees are deferred at 01igination of the loan and are recognized in noninterest income upon sale of the loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income charge-offs the allowance for loan losses any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans
For loans amortized at cost interest income is accrued based on the unpaid principal balance Loan origination fees net of certain direct origination costs as well as premiums and discounts are deferred and amortized as a level yield adjustment over the respective term of the loan
The accrual of interest on agricultural and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past-due status is based on contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured
1 2
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for anticipated prepayments Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance
The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing economic conditions This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
The allowance consists of allocated and general components The allocated component relates to loans that are classified as impaired For those loans that are classified as impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data
A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management detennines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the groups historical loss experience adjused for changes in trends conditions and other relevant factors that affect repayment of the loans Accordingly the Company does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries Consol i d ated Balance Sheets
December 3 1 2 0 1 4 a n d 2013
Assets
Cash and due from banks
Federal funds sold
Available-for-sale securities
Loans held for sale
Loans net of allowance for loan losses of $6450 169 and $5623786 at December 3 1 2014 and 2013
Premises and equipment net of accumulated depreciation of $ 19732640 and $ 1 8 138560 at December 3 1 2014 and 2013
Other real estate
Interest receivable
Cash value oflifeinsurance
Other investments
Goodwill
Core deposit intangible
Other
Total assets
See Notes to Consolidated Financial Statements 3
2014
$ 1 6499351
1 86000
127577326
7912120
597178815
19802597
751305
5076794
14416258
6589908
19855322
224088
2267836
$ 8 18337720
2013
$ 14900983
148795067
6402 107
464554994
1 5749834
3804415
4700657
1 1 893759
59 1 6096
19791321
353088
1 921 787
$ 698784108
L i a b i l it ies and Stockholders Equ ity
Liabilities Deposits
Demand _ NOW accolints Money market accounts Savings Time
Total deposits
Federal funds-purchased Securities sold under agreements to repurchase Federal Horne Loan Bank advances Notes payable Junior subordinated debentures Interest payable and other liabilities
Total liabilities
Stockholders Equity Common stock $100 par value authorized 1 000000 shares
issued and outstanding 15438 shares outstanding 15438 shares at December 31 2014 outstanding 15206 shares at December 3 1 2013
Additional paid-in capital Retained eafuings Accumulated other comprehensive income (Joss) Treasury stock at cost
Common-0 and 232 shares at December 3 1 2014 and 2013 Unearned ESOP shares
Total stockholders equity
Total liabilities and stockholders equity
See Notes to Consolidated Financial Statements 4
$
2014
87355746 1 1 8386526 1 54791695 54954008
191 479397 606967372
28582531 9 1 474860
5000000 9279000
10267372 751571135
1543800 17 1 19872 49630003
1556862
(3083952)
66766585
$ 8 18337720
$
2013
84235337 1 03037901 1421 80662 5 1 638599
1 17 922632 499015 1 3 1
4442000 31333154 84340222 2397478 9279000 75221 00
638329085
1 543800 16875715 44846787
(255687)
(8 12000) ( 1743592)
60455023
$ 698784108
Lincoln Bancorp and Subsidiaries Consol idated Statements of I n come
Years E nded December 3 1 2 0 1 4 a n d 2 0 1 3
2014 Interest Income
Loans including fees $ 26007392 Debt securities
Taxable 2826599 Tax-exempt 1356954
Federal funds sold 6991 Total interest income 301 97936
Interest Expense Deposits 21 16279 Federal funds purchased and securities sold under
agreements to repurchase 185240 Federal Home Loan Bank advances 1 442440 N ates payable and junior subordinated debentures 359147
Total interest expense 4103106
Net Interest Income 26094830
Provision for Loan Losses 1291000
Net Interest Income After Provision for Loan Losses 24803830
Noninterest Income Insurance commissions 1 869440 Real estate commissions 1623292 Trust fees 492912 Brokerage service commissions 1 018 123 Service charges on deposit accounts 1029093 Net gains on loan sales 4865334 Net realized gains (losses) on sales of available-for-sale securities 637085 Other 1 535852
Total noninterest income 13 071 131
N oninterest Expense Salaries and employee benefits 17286 1 16 Occupancy 2144264 Furniture and equipment 2734138 Other 7555373
Total noninterest expense 29719891
Income Before Income Tax 8155070
Provision for Income Taxes 2155434
Net Income $ 5999636
See Notes to Consolidated Financial Statements 5
2013
$ 21 441085
2859844 1 437221
9987 25748137
2322435
226998 1 477792
370021 4397246
21 350891
776102
20574789
1 938035 1 330092
472437 989869
1040320 5646677
(7740) 1 3 1 9360
12729050
1 5865836 1 877741 2676852 6687354
27107783
61 96056
1 35 1 916
$ 4844140
Lincoln Bancorp and Subsidiaries Consol idated Statements of C o m p rehensive Income
Years Ended Decem b er 31 2014a n d 201 3
2014
Net Income $ 5999636
Other Comprehensive Jn come Securities
Unrealized_appreciation (depreciation) on available-for-sale 4372420 Les_s reclassification adjustment for (gains) losses included
in net incbme middot - (637085) Income taxesbullexpense (benefit) 1393280
Other comprehensive income (loss) on avail_able-for-sale securities 2342055
Derivatives used in cash flow hedging relationships Unrealized gain (loss) on deiivatives (844507) Income tax expense (benefit) (315001)
Other comprehensive income (loss) on cash flow hedges (529506)
Other comprehensive income (loss) net of tax 1812549
Comprehensive Income $ 78121 85
See Notes to Consolidated Financial Statements 6
2013
$ 4844140
(7 596646)
7740 (2830662)
(4758244)
488578 (182240)
306338
( 445 1906)
$ 392234
Lincoln Bancorp and Subsidiaries Consol idated Statements of Stockh o lders Equity
Years Ended Decem ber 31 2014 and 201 3
Balance January 1 2013 Net income Other comprehensive income Dividends on conlinon stock $70 per share Acquisition of snares by ESOP with proceeds from a note
payable to a commrcial bank ESOP shares earned
Balance December 3i-2013
Net income Other comprehensive income Dividends on co6Ii stock $80 per share Shares sold from treasury (232 shares) Acquisition of shares by ESOP with proceeds from a note
payable to a commercial bank ESOP shares earned
Balance December 31 2014
See Notes to Consolidated Financial Statements 7
Common
Stock
$ 1543800
1543800
$ 1543800
Additional
Paid-Jn
Capita l middot
$ 16875715
16875715
135052
109105
$ 17119872
Retained
Earnings
$ 41067127 4844140
(1064480)
44846787
5999636
(l216420)
$ 49630003
middotaj
Accumulated
Other U nearned
Comprehensive Treasury ESOP
Income (Loss) Stock S hares Total
$ 4196219 $ (812000) $ (1424091) $ 61446770 4844140
(4451906) (4451906) (1064480)
(500000) (500000) 180499 180499
(255687) (812000) (1743592) 60455023
5999636 1812549 18 12549
(1216420) 812000 947052
(1583304) (1583304) 242944 352049
$ 1556862 $ $ (3083952) $ 66766585
See Notes to Consolidated Financial Statements 8
Lincoln Bancorp and Subsidiaries Consol idated Statements of Cash F l ows
Years Ended December 31 2014 and 2013
Operating Activities Net income Items not requiring (providing) cash
Depreciation and amortization Amortization of core deposit intangible Provision for loan losses Am01iization of premiums and discounts on securities Deferred income taxes Net gains on sale of oans Net realized (gains) losses on available-for-sale securities Gain on sale of foreclosed assets Origination ofloans held for sale Proceeds from sale of oans held for sale
Changes in Cash value oflife insurance Interest receivable Other assets Interest payable and other liabilities
Net cash provided by operating activities
Investing Activities Purchase of bank owned life insurance Purchases of available-for-sale securities Proceeds from maturities of available-for-sale securities Net sales (purchases) of other investments Net change in loans Purchase of premises and equipment Proceeds from sale of other real estate Federal funds sold net Disbursement on loan to ESOP Repayment on loan to ESOP Acquisition
Net cash used in investing activities
See Notes to Consolidated Financial Statements g
$
2014
5999636
1989738 129000
1291000 5 16150
30992 (4865334)
(637085) (40322)
(170576078) 173931400
(522499) (376137) (323767) 804750
7351444
(2000000) (14858907) 39897380
(673812) (134778952)
(6042502) 3957563 (186000)
(2395330) 152014 (64001)
(116992547)
2013
$ 4844140
1864486 129000 776102 668257 134720
(5646677) 7740
( 11164) (204448200) 241684577
(455123) (592348) 558298
83812
39597620
(33496960) 24372826 (1247806)
(100992958) (3738177)
206164
113256 (25000)
(1 14808655)
Lincoln Bancorp and Subsidiaries Cons o l idated Statements of Cash F l ows
Years Ended Decem ber 31 2014 and 2013
Net increase in deposits $ 107952241 Net increase (decrease) in securities sold under agreements
to repurchase (2750623) Proceeds from Federal Horne Loan Bank advances 72000000 Repayment of Federal Home Loan Bank advances (64865362) Repayment of federal funds purchased ( 4442000) Proceeds from other borrowings 5000000 Repayment of notes payable (1385417) Dividends paid (l216420) Proceeds from common stock sold from treasury 947052
Net cash provided by financing activities 111239471
Increase (Decrease) in Cash and Cash Equivalents 1598368
Cas4 and Cash Equivalents Beginning ofYar 14900983
Cash and Cash Equivalents End of Year $ 16499351
Supplementai Cash Flows Information Interest Paid $ 4065396 Income taxes paid $ 2303137 Real estate acquired in settlement ofloans $ 864131 Change in accumulated other cornprehensivejhcome
unreaiizedgains (losses) on securitieampavai)abkfor sale net $ 2319773 Acquisition (Note 7) assets acquired goodwil1 middot $ 64001
See Notes to Consolidated Financial Statements 10
$ 42203781
9110388 68oooooo
(40659778) (9349000)
(197917) ( 1064480)
68042994
(7168041)
22069024
$ 14900983
$ 4436367 $ 1753080 $ 3849415
$ (4758244) $ 25000
Lincoln Bancorp and Subsidiaries N otes to Consolidated Fin a n cial Statements
December 3 1 2 0 14 a n d 2 0 1 3
N ote 1 N ature of O pe rations and S u mm ary of Sig n i fi cant Accou nting Policies
Nature of Operations
Lincoln Bancorp (the Company) is a bank holding company which OVns 100 of the outstanding common stock of Lincoln Savings Bank (the Bank) The Banks services are offered to individuals businesses governmental units and institutional customers in Iowa communities including Adel Allison Ames Ankeny Aplington Clive Cedar Falls Garwin Greene Grinnell Hudson Indianola Lincoln Mason City Nashua Reinbeck Tama Waterloo Waverly West Des Moines and the surrounding areas The Bank is actively engaged in many areas of commercial banking including acceptance of demand savings and time deposits making commercial real estate agricultural and consumer loans and other banking services tailored for its individual customers The Banks trust department administers estates personal trusts conservatorships pension and profit-sharing funds along with providing other management services to customers
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Lincoln Savings Bank and its wholly owned subsidiary LSB Financial Services Inc All significant intercompany balances and transactions have been eliminated in consolidation The Company also owns 100 of Lincoln Bancorp Capital Trust II which was formed for the purpose of issuing trust preferred securities as discussed more fully in Note 12 In accordance with generally accepted accounting principles (GAAP) this Trust is not included in the consolidated financial statements This investment is accounted for under the equity method of accounting
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses valuation of real estate acquired in connection with foreclosures or in satisfaction of loans other-than-temporary impairments (OTTI) and fair values of financial instruments
Revenue Recognition
Interest income on loans and investment securities is recognized on the accrual method Revenue from insurance real estate commissions trust and brokerage services and service charges and fees on customer deposits is recognized as the services are provided
1 1
Securities
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
Available-for-sale securities which include any security for which the Company has no immediate plan to sell but which may be sold in the future are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method
The Company routinely conducts periodic reviews to identify and evaluate each investment security to detennine whether an other-than-temporary impairment has occurred For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security and it is more likely than not the Company will not have to sell the security before recovery of its cost basis it recognizes the credit component of an other-than-temporary impainnent of a debt security in earnings and the remaining portion in other comprehensive income
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to noninterest income Gains and losses on loan sales are recorded in noninterest income and direct loan origination costs and fees are deferred at 01igination of the loan and are recognized in noninterest income upon sale of the loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income charge-offs the allowance for loan losses any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans
For loans amortized at cost interest income is accrued based on the unpaid principal balance Loan origination fees net of certain direct origination costs as well as premiums and discounts are deferred and amortized as a level yield adjustment over the respective term of the loan
The accrual of interest on agricultural and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past-due status is based on contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured
1 2
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for anticipated prepayments Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance
The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing economic conditions This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
The allowance consists of allocated and general components The allocated component relates to loans that are classified as impaired For those loans that are classified as impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data
A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management detennines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the groups historical loss experience adjused for changes in trends conditions and other relevant factors that affect repayment of the loans Accordingly the Company does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
L i a b i l it ies and Stockholders Equ ity
Liabilities Deposits
Demand _ NOW accolints Money market accounts Savings Time
Total deposits
Federal funds-purchased Securities sold under agreements to repurchase Federal Horne Loan Bank advances Notes payable Junior subordinated debentures Interest payable and other liabilities
Total liabilities
Stockholders Equity Common stock $100 par value authorized 1 000000 shares
issued and outstanding 15438 shares outstanding 15438 shares at December 31 2014 outstanding 15206 shares at December 3 1 2013
Additional paid-in capital Retained eafuings Accumulated other comprehensive income (Joss) Treasury stock at cost
Common-0 and 232 shares at December 3 1 2014 and 2013 Unearned ESOP shares
Total stockholders equity
Total liabilities and stockholders equity
See Notes to Consolidated Financial Statements 4
$
2014
87355746 1 1 8386526 1 54791695 54954008
191 479397 606967372
28582531 9 1 474860
5000000 9279000
10267372 751571135
1543800 17 1 19872 49630003
1556862
(3083952)
66766585
$ 8 18337720
$
2013
84235337 1 03037901 1421 80662 5 1 638599
1 17 922632 499015 1 3 1
4442000 31333154 84340222 2397478 9279000 75221 00
638329085
1 543800 16875715 44846787
(255687)
(8 12000) ( 1743592)
60455023
$ 698784108
Lincoln Bancorp and Subsidiaries Consol idated Statements of I n come
Years E nded December 3 1 2 0 1 4 a n d 2 0 1 3
2014 Interest Income
Loans including fees $ 26007392 Debt securities
Taxable 2826599 Tax-exempt 1356954
Federal funds sold 6991 Total interest income 301 97936
Interest Expense Deposits 21 16279 Federal funds purchased and securities sold under
agreements to repurchase 185240 Federal Home Loan Bank advances 1 442440 N ates payable and junior subordinated debentures 359147
Total interest expense 4103106
Net Interest Income 26094830
Provision for Loan Losses 1291000
Net Interest Income After Provision for Loan Losses 24803830
Noninterest Income Insurance commissions 1 869440 Real estate commissions 1623292 Trust fees 492912 Brokerage service commissions 1 018 123 Service charges on deposit accounts 1029093 Net gains on loan sales 4865334 Net realized gains (losses) on sales of available-for-sale securities 637085 Other 1 535852
Total noninterest income 13 071 131
N oninterest Expense Salaries and employee benefits 17286 1 16 Occupancy 2144264 Furniture and equipment 2734138 Other 7555373
Total noninterest expense 29719891
Income Before Income Tax 8155070
Provision for Income Taxes 2155434
Net Income $ 5999636
See Notes to Consolidated Financial Statements 5
2013
$ 21 441085
2859844 1 437221
9987 25748137
2322435
226998 1 477792
370021 4397246
21 350891
776102
20574789
1 938035 1 330092
472437 989869
1040320 5646677
(7740) 1 3 1 9360
12729050
1 5865836 1 877741 2676852 6687354
27107783
61 96056
1 35 1 916
$ 4844140
Lincoln Bancorp and Subsidiaries Consol idated Statements of C o m p rehensive Income
Years Ended Decem b er 31 2014a n d 201 3
2014
Net Income $ 5999636
Other Comprehensive Jn come Securities
Unrealized_appreciation (depreciation) on available-for-sale 4372420 Les_s reclassification adjustment for (gains) losses included
in net incbme middot - (637085) Income taxesbullexpense (benefit) 1393280
Other comprehensive income (loss) on avail_able-for-sale securities 2342055
Derivatives used in cash flow hedging relationships Unrealized gain (loss) on deiivatives (844507) Income tax expense (benefit) (315001)
Other comprehensive income (loss) on cash flow hedges (529506)
Other comprehensive income (loss) net of tax 1812549
Comprehensive Income $ 78121 85
See Notes to Consolidated Financial Statements 6
2013
$ 4844140
(7 596646)
7740 (2830662)
(4758244)
488578 (182240)
306338
( 445 1906)
$ 392234
Lincoln Bancorp and Subsidiaries Consol idated Statements of Stockh o lders Equity
Years Ended Decem ber 31 2014 and 201 3
Balance January 1 2013 Net income Other comprehensive income Dividends on conlinon stock $70 per share Acquisition of snares by ESOP with proceeds from a note
payable to a commrcial bank ESOP shares earned
Balance December 3i-2013
Net income Other comprehensive income Dividends on co6Ii stock $80 per share Shares sold from treasury (232 shares) Acquisition of shares by ESOP with proceeds from a note
payable to a commercial bank ESOP shares earned
Balance December 31 2014
See Notes to Consolidated Financial Statements 7
Common
Stock
$ 1543800
1543800
$ 1543800
Additional
Paid-Jn
Capita l middot
$ 16875715
16875715
135052
109105
$ 17119872
Retained
Earnings
$ 41067127 4844140
(1064480)
44846787
5999636
(l216420)
$ 49630003
middotaj
Accumulated
Other U nearned
Comprehensive Treasury ESOP
Income (Loss) Stock S hares Total
$ 4196219 $ (812000) $ (1424091) $ 61446770 4844140
(4451906) (4451906) (1064480)
(500000) (500000) 180499 180499
(255687) (812000) (1743592) 60455023
5999636 1812549 18 12549
(1216420) 812000 947052
(1583304) (1583304) 242944 352049
$ 1556862 $ $ (3083952) $ 66766585
See Notes to Consolidated Financial Statements 8
Lincoln Bancorp and Subsidiaries Consol idated Statements of Cash F l ows
Years Ended December 31 2014 and 2013
Operating Activities Net income Items not requiring (providing) cash
Depreciation and amortization Amortization of core deposit intangible Provision for loan losses Am01iization of premiums and discounts on securities Deferred income taxes Net gains on sale of oans Net realized (gains) losses on available-for-sale securities Gain on sale of foreclosed assets Origination ofloans held for sale Proceeds from sale of oans held for sale
Changes in Cash value oflife insurance Interest receivable Other assets Interest payable and other liabilities
Net cash provided by operating activities
Investing Activities Purchase of bank owned life insurance Purchases of available-for-sale securities Proceeds from maturities of available-for-sale securities Net sales (purchases) of other investments Net change in loans Purchase of premises and equipment Proceeds from sale of other real estate Federal funds sold net Disbursement on loan to ESOP Repayment on loan to ESOP Acquisition
Net cash used in investing activities
See Notes to Consolidated Financial Statements g
$
2014
5999636
1989738 129000
1291000 5 16150
30992 (4865334)
(637085) (40322)
(170576078) 173931400
(522499) (376137) (323767) 804750
7351444
(2000000) (14858907) 39897380
(673812) (134778952)
(6042502) 3957563 (186000)
(2395330) 152014 (64001)
(116992547)
2013
$ 4844140
1864486 129000 776102 668257 134720
(5646677) 7740
( 11164) (204448200) 241684577
(455123) (592348) 558298
83812
39597620
(33496960) 24372826 (1247806)
(100992958) (3738177)
206164
113256 (25000)
(1 14808655)
Lincoln Bancorp and Subsidiaries Cons o l idated Statements of Cash F l ows
Years Ended Decem ber 31 2014 and 2013
Net increase in deposits $ 107952241 Net increase (decrease) in securities sold under agreements
to repurchase (2750623) Proceeds from Federal Horne Loan Bank advances 72000000 Repayment of Federal Home Loan Bank advances (64865362) Repayment of federal funds purchased ( 4442000) Proceeds from other borrowings 5000000 Repayment of notes payable (1385417) Dividends paid (l216420) Proceeds from common stock sold from treasury 947052
Net cash provided by financing activities 111239471
Increase (Decrease) in Cash and Cash Equivalents 1598368
Cas4 and Cash Equivalents Beginning ofYar 14900983
Cash and Cash Equivalents End of Year $ 16499351
Supplementai Cash Flows Information Interest Paid $ 4065396 Income taxes paid $ 2303137 Real estate acquired in settlement ofloans $ 864131 Change in accumulated other cornprehensivejhcome
unreaiizedgains (losses) on securitieampavai)abkfor sale net $ 2319773 Acquisition (Note 7) assets acquired goodwil1 middot $ 64001
See Notes to Consolidated Financial Statements 10
$ 42203781
9110388 68oooooo
(40659778) (9349000)
(197917) ( 1064480)
68042994
(7168041)
22069024
$ 14900983
$ 4436367 $ 1753080 $ 3849415
$ (4758244) $ 25000
Lincoln Bancorp and Subsidiaries N otes to Consolidated Fin a n cial Statements
December 3 1 2 0 14 a n d 2 0 1 3
N ote 1 N ature of O pe rations and S u mm ary of Sig n i fi cant Accou nting Policies
Nature of Operations
Lincoln Bancorp (the Company) is a bank holding company which OVns 100 of the outstanding common stock of Lincoln Savings Bank (the Bank) The Banks services are offered to individuals businesses governmental units and institutional customers in Iowa communities including Adel Allison Ames Ankeny Aplington Clive Cedar Falls Garwin Greene Grinnell Hudson Indianola Lincoln Mason City Nashua Reinbeck Tama Waterloo Waverly West Des Moines and the surrounding areas The Bank is actively engaged in many areas of commercial banking including acceptance of demand savings and time deposits making commercial real estate agricultural and consumer loans and other banking services tailored for its individual customers The Banks trust department administers estates personal trusts conservatorships pension and profit-sharing funds along with providing other management services to customers
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Lincoln Savings Bank and its wholly owned subsidiary LSB Financial Services Inc All significant intercompany balances and transactions have been eliminated in consolidation The Company also owns 100 of Lincoln Bancorp Capital Trust II which was formed for the purpose of issuing trust preferred securities as discussed more fully in Note 12 In accordance with generally accepted accounting principles (GAAP) this Trust is not included in the consolidated financial statements This investment is accounted for under the equity method of accounting
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses valuation of real estate acquired in connection with foreclosures or in satisfaction of loans other-than-temporary impairments (OTTI) and fair values of financial instruments
Revenue Recognition
Interest income on loans and investment securities is recognized on the accrual method Revenue from insurance real estate commissions trust and brokerage services and service charges and fees on customer deposits is recognized as the services are provided
1 1
Securities
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
Available-for-sale securities which include any security for which the Company has no immediate plan to sell but which may be sold in the future are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method
The Company routinely conducts periodic reviews to identify and evaluate each investment security to detennine whether an other-than-temporary impairment has occurred For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security and it is more likely than not the Company will not have to sell the security before recovery of its cost basis it recognizes the credit component of an other-than-temporary impainnent of a debt security in earnings and the remaining portion in other comprehensive income
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to noninterest income Gains and losses on loan sales are recorded in noninterest income and direct loan origination costs and fees are deferred at 01igination of the loan and are recognized in noninterest income upon sale of the loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income charge-offs the allowance for loan losses any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans
For loans amortized at cost interest income is accrued based on the unpaid principal balance Loan origination fees net of certain direct origination costs as well as premiums and discounts are deferred and amortized as a level yield adjustment over the respective term of the loan
The accrual of interest on agricultural and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past-due status is based on contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured
1 2
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for anticipated prepayments Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance
The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing economic conditions This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
The allowance consists of allocated and general components The allocated component relates to loans that are classified as impaired For those loans that are classified as impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data
A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management detennines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the groups historical loss experience adjused for changes in trends conditions and other relevant factors that affect repayment of the loans Accordingly the Company does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries Consol idated Statements of I n come
Years E nded December 3 1 2 0 1 4 a n d 2 0 1 3
2014 Interest Income
Loans including fees $ 26007392 Debt securities
Taxable 2826599 Tax-exempt 1356954
Federal funds sold 6991 Total interest income 301 97936
Interest Expense Deposits 21 16279 Federal funds purchased and securities sold under
agreements to repurchase 185240 Federal Home Loan Bank advances 1 442440 N ates payable and junior subordinated debentures 359147
Total interest expense 4103106
Net Interest Income 26094830
Provision for Loan Losses 1291000
Net Interest Income After Provision for Loan Losses 24803830
Noninterest Income Insurance commissions 1 869440 Real estate commissions 1623292 Trust fees 492912 Brokerage service commissions 1 018 123 Service charges on deposit accounts 1029093 Net gains on loan sales 4865334 Net realized gains (losses) on sales of available-for-sale securities 637085 Other 1 535852
Total noninterest income 13 071 131
N oninterest Expense Salaries and employee benefits 17286 1 16 Occupancy 2144264 Furniture and equipment 2734138 Other 7555373
Total noninterest expense 29719891
Income Before Income Tax 8155070
Provision for Income Taxes 2155434
Net Income $ 5999636
See Notes to Consolidated Financial Statements 5
2013
$ 21 441085
2859844 1 437221
9987 25748137
2322435
226998 1 477792
370021 4397246
21 350891
776102
20574789
1 938035 1 330092
472437 989869
1040320 5646677
(7740) 1 3 1 9360
12729050
1 5865836 1 877741 2676852 6687354
27107783
61 96056
1 35 1 916
$ 4844140
Lincoln Bancorp and Subsidiaries Consol idated Statements of C o m p rehensive Income
Years Ended Decem b er 31 2014a n d 201 3
2014
Net Income $ 5999636
Other Comprehensive Jn come Securities
Unrealized_appreciation (depreciation) on available-for-sale 4372420 Les_s reclassification adjustment for (gains) losses included
in net incbme middot - (637085) Income taxesbullexpense (benefit) 1393280
Other comprehensive income (loss) on avail_able-for-sale securities 2342055
Derivatives used in cash flow hedging relationships Unrealized gain (loss) on deiivatives (844507) Income tax expense (benefit) (315001)
Other comprehensive income (loss) on cash flow hedges (529506)
Other comprehensive income (loss) net of tax 1812549
Comprehensive Income $ 78121 85
See Notes to Consolidated Financial Statements 6
2013
$ 4844140
(7 596646)
7740 (2830662)
(4758244)
488578 (182240)
306338
( 445 1906)
$ 392234
Lincoln Bancorp and Subsidiaries Consol idated Statements of Stockh o lders Equity
Years Ended Decem ber 31 2014 and 201 3
Balance January 1 2013 Net income Other comprehensive income Dividends on conlinon stock $70 per share Acquisition of snares by ESOP with proceeds from a note
payable to a commrcial bank ESOP shares earned
Balance December 3i-2013
Net income Other comprehensive income Dividends on co6Ii stock $80 per share Shares sold from treasury (232 shares) Acquisition of shares by ESOP with proceeds from a note
payable to a commercial bank ESOP shares earned
Balance December 31 2014
See Notes to Consolidated Financial Statements 7
Common
Stock
$ 1543800
1543800
$ 1543800
Additional
Paid-Jn
Capita l middot
$ 16875715
16875715
135052
109105
$ 17119872
Retained
Earnings
$ 41067127 4844140
(1064480)
44846787
5999636
(l216420)
$ 49630003
middotaj
Accumulated
Other U nearned
Comprehensive Treasury ESOP
Income (Loss) Stock S hares Total
$ 4196219 $ (812000) $ (1424091) $ 61446770 4844140
(4451906) (4451906) (1064480)
(500000) (500000) 180499 180499
(255687) (812000) (1743592) 60455023
5999636 1812549 18 12549
(1216420) 812000 947052
(1583304) (1583304) 242944 352049
$ 1556862 $ $ (3083952) $ 66766585
See Notes to Consolidated Financial Statements 8
Lincoln Bancorp and Subsidiaries Consol idated Statements of Cash F l ows
Years Ended December 31 2014 and 2013
Operating Activities Net income Items not requiring (providing) cash
Depreciation and amortization Amortization of core deposit intangible Provision for loan losses Am01iization of premiums and discounts on securities Deferred income taxes Net gains on sale of oans Net realized (gains) losses on available-for-sale securities Gain on sale of foreclosed assets Origination ofloans held for sale Proceeds from sale of oans held for sale
Changes in Cash value oflife insurance Interest receivable Other assets Interest payable and other liabilities
Net cash provided by operating activities
Investing Activities Purchase of bank owned life insurance Purchases of available-for-sale securities Proceeds from maturities of available-for-sale securities Net sales (purchases) of other investments Net change in loans Purchase of premises and equipment Proceeds from sale of other real estate Federal funds sold net Disbursement on loan to ESOP Repayment on loan to ESOP Acquisition
Net cash used in investing activities
See Notes to Consolidated Financial Statements g
$
2014
5999636
1989738 129000
1291000 5 16150
30992 (4865334)
(637085) (40322)
(170576078) 173931400
(522499) (376137) (323767) 804750
7351444
(2000000) (14858907) 39897380
(673812) (134778952)
(6042502) 3957563 (186000)
(2395330) 152014 (64001)
(116992547)
2013
$ 4844140
1864486 129000 776102 668257 134720
(5646677) 7740
( 11164) (204448200) 241684577
(455123) (592348) 558298
83812
39597620
(33496960) 24372826 (1247806)
(100992958) (3738177)
206164
113256 (25000)
(1 14808655)
Lincoln Bancorp and Subsidiaries Cons o l idated Statements of Cash F l ows
Years Ended Decem ber 31 2014 and 2013
Net increase in deposits $ 107952241 Net increase (decrease) in securities sold under agreements
to repurchase (2750623) Proceeds from Federal Horne Loan Bank advances 72000000 Repayment of Federal Home Loan Bank advances (64865362) Repayment of federal funds purchased ( 4442000) Proceeds from other borrowings 5000000 Repayment of notes payable (1385417) Dividends paid (l216420) Proceeds from common stock sold from treasury 947052
Net cash provided by financing activities 111239471
Increase (Decrease) in Cash and Cash Equivalents 1598368
Cas4 and Cash Equivalents Beginning ofYar 14900983
Cash and Cash Equivalents End of Year $ 16499351
Supplementai Cash Flows Information Interest Paid $ 4065396 Income taxes paid $ 2303137 Real estate acquired in settlement ofloans $ 864131 Change in accumulated other cornprehensivejhcome
unreaiizedgains (losses) on securitieampavai)abkfor sale net $ 2319773 Acquisition (Note 7) assets acquired goodwil1 middot $ 64001
See Notes to Consolidated Financial Statements 10
$ 42203781
9110388 68oooooo
(40659778) (9349000)
(197917) ( 1064480)
68042994
(7168041)
22069024
$ 14900983
$ 4436367 $ 1753080 $ 3849415
$ (4758244) $ 25000
Lincoln Bancorp and Subsidiaries N otes to Consolidated Fin a n cial Statements
December 3 1 2 0 14 a n d 2 0 1 3
N ote 1 N ature of O pe rations and S u mm ary of Sig n i fi cant Accou nting Policies
Nature of Operations
Lincoln Bancorp (the Company) is a bank holding company which OVns 100 of the outstanding common stock of Lincoln Savings Bank (the Bank) The Banks services are offered to individuals businesses governmental units and institutional customers in Iowa communities including Adel Allison Ames Ankeny Aplington Clive Cedar Falls Garwin Greene Grinnell Hudson Indianola Lincoln Mason City Nashua Reinbeck Tama Waterloo Waverly West Des Moines and the surrounding areas The Bank is actively engaged in many areas of commercial banking including acceptance of demand savings and time deposits making commercial real estate agricultural and consumer loans and other banking services tailored for its individual customers The Banks trust department administers estates personal trusts conservatorships pension and profit-sharing funds along with providing other management services to customers
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Lincoln Savings Bank and its wholly owned subsidiary LSB Financial Services Inc All significant intercompany balances and transactions have been eliminated in consolidation The Company also owns 100 of Lincoln Bancorp Capital Trust II which was formed for the purpose of issuing trust preferred securities as discussed more fully in Note 12 In accordance with generally accepted accounting principles (GAAP) this Trust is not included in the consolidated financial statements This investment is accounted for under the equity method of accounting
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses valuation of real estate acquired in connection with foreclosures or in satisfaction of loans other-than-temporary impairments (OTTI) and fair values of financial instruments
Revenue Recognition
Interest income on loans and investment securities is recognized on the accrual method Revenue from insurance real estate commissions trust and brokerage services and service charges and fees on customer deposits is recognized as the services are provided
1 1
Securities
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
Available-for-sale securities which include any security for which the Company has no immediate plan to sell but which may be sold in the future are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method
The Company routinely conducts periodic reviews to identify and evaluate each investment security to detennine whether an other-than-temporary impairment has occurred For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security and it is more likely than not the Company will not have to sell the security before recovery of its cost basis it recognizes the credit component of an other-than-temporary impainnent of a debt security in earnings and the remaining portion in other comprehensive income
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to noninterest income Gains and losses on loan sales are recorded in noninterest income and direct loan origination costs and fees are deferred at 01igination of the loan and are recognized in noninterest income upon sale of the loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income charge-offs the allowance for loan losses any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans
For loans amortized at cost interest income is accrued based on the unpaid principal balance Loan origination fees net of certain direct origination costs as well as premiums and discounts are deferred and amortized as a level yield adjustment over the respective term of the loan
The accrual of interest on agricultural and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past-due status is based on contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured
1 2
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for anticipated prepayments Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance
The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing economic conditions This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
The allowance consists of allocated and general components The allocated component relates to loans that are classified as impaired For those loans that are classified as impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data
A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management detennines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the groups historical loss experience adjused for changes in trends conditions and other relevant factors that affect repayment of the loans Accordingly the Company does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries Consol idated Statements of C o m p rehensive Income
Years Ended Decem b er 31 2014a n d 201 3
2014
Net Income $ 5999636
Other Comprehensive Jn come Securities
Unrealized_appreciation (depreciation) on available-for-sale 4372420 Les_s reclassification adjustment for (gains) losses included
in net incbme middot - (637085) Income taxesbullexpense (benefit) 1393280
Other comprehensive income (loss) on avail_able-for-sale securities 2342055
Derivatives used in cash flow hedging relationships Unrealized gain (loss) on deiivatives (844507) Income tax expense (benefit) (315001)
Other comprehensive income (loss) on cash flow hedges (529506)
Other comprehensive income (loss) net of tax 1812549
Comprehensive Income $ 78121 85
See Notes to Consolidated Financial Statements 6
2013
$ 4844140
(7 596646)
7740 (2830662)
(4758244)
488578 (182240)
306338
( 445 1906)
$ 392234
Lincoln Bancorp and Subsidiaries Consol idated Statements of Stockh o lders Equity
Years Ended Decem ber 31 2014 and 201 3
Balance January 1 2013 Net income Other comprehensive income Dividends on conlinon stock $70 per share Acquisition of snares by ESOP with proceeds from a note
payable to a commrcial bank ESOP shares earned
Balance December 3i-2013
Net income Other comprehensive income Dividends on co6Ii stock $80 per share Shares sold from treasury (232 shares) Acquisition of shares by ESOP with proceeds from a note
payable to a commercial bank ESOP shares earned
Balance December 31 2014
See Notes to Consolidated Financial Statements 7
Common
Stock
$ 1543800
1543800
$ 1543800
Additional
Paid-Jn
Capita l middot
$ 16875715
16875715
135052
109105
$ 17119872
Retained
Earnings
$ 41067127 4844140
(1064480)
44846787
5999636
(l216420)
$ 49630003
middotaj
Accumulated
Other U nearned
Comprehensive Treasury ESOP
Income (Loss) Stock S hares Total
$ 4196219 $ (812000) $ (1424091) $ 61446770 4844140
(4451906) (4451906) (1064480)
(500000) (500000) 180499 180499
(255687) (812000) (1743592) 60455023
5999636 1812549 18 12549
(1216420) 812000 947052
(1583304) (1583304) 242944 352049
$ 1556862 $ $ (3083952) $ 66766585
See Notes to Consolidated Financial Statements 8
Lincoln Bancorp and Subsidiaries Consol idated Statements of Cash F l ows
Years Ended December 31 2014 and 2013
Operating Activities Net income Items not requiring (providing) cash
Depreciation and amortization Amortization of core deposit intangible Provision for loan losses Am01iization of premiums and discounts on securities Deferred income taxes Net gains on sale of oans Net realized (gains) losses on available-for-sale securities Gain on sale of foreclosed assets Origination ofloans held for sale Proceeds from sale of oans held for sale
Changes in Cash value oflife insurance Interest receivable Other assets Interest payable and other liabilities
Net cash provided by operating activities
Investing Activities Purchase of bank owned life insurance Purchases of available-for-sale securities Proceeds from maturities of available-for-sale securities Net sales (purchases) of other investments Net change in loans Purchase of premises and equipment Proceeds from sale of other real estate Federal funds sold net Disbursement on loan to ESOP Repayment on loan to ESOP Acquisition
Net cash used in investing activities
See Notes to Consolidated Financial Statements g
$
2014
5999636
1989738 129000
1291000 5 16150
30992 (4865334)
(637085) (40322)
(170576078) 173931400
(522499) (376137) (323767) 804750
7351444
(2000000) (14858907) 39897380
(673812) (134778952)
(6042502) 3957563 (186000)
(2395330) 152014 (64001)
(116992547)
2013
$ 4844140
1864486 129000 776102 668257 134720
(5646677) 7740
( 11164) (204448200) 241684577
(455123) (592348) 558298
83812
39597620
(33496960) 24372826 (1247806)
(100992958) (3738177)
206164
113256 (25000)
(1 14808655)
Lincoln Bancorp and Subsidiaries Cons o l idated Statements of Cash F l ows
Years Ended Decem ber 31 2014 and 2013
Net increase in deposits $ 107952241 Net increase (decrease) in securities sold under agreements
to repurchase (2750623) Proceeds from Federal Horne Loan Bank advances 72000000 Repayment of Federal Home Loan Bank advances (64865362) Repayment of federal funds purchased ( 4442000) Proceeds from other borrowings 5000000 Repayment of notes payable (1385417) Dividends paid (l216420) Proceeds from common stock sold from treasury 947052
Net cash provided by financing activities 111239471
Increase (Decrease) in Cash and Cash Equivalents 1598368
Cas4 and Cash Equivalents Beginning ofYar 14900983
Cash and Cash Equivalents End of Year $ 16499351
Supplementai Cash Flows Information Interest Paid $ 4065396 Income taxes paid $ 2303137 Real estate acquired in settlement ofloans $ 864131 Change in accumulated other cornprehensivejhcome
unreaiizedgains (losses) on securitieampavai)abkfor sale net $ 2319773 Acquisition (Note 7) assets acquired goodwil1 middot $ 64001
See Notes to Consolidated Financial Statements 10
$ 42203781
9110388 68oooooo
(40659778) (9349000)
(197917) ( 1064480)
68042994
(7168041)
22069024
$ 14900983
$ 4436367 $ 1753080 $ 3849415
$ (4758244) $ 25000
Lincoln Bancorp and Subsidiaries N otes to Consolidated Fin a n cial Statements
December 3 1 2 0 14 a n d 2 0 1 3
N ote 1 N ature of O pe rations and S u mm ary of Sig n i fi cant Accou nting Policies
Nature of Operations
Lincoln Bancorp (the Company) is a bank holding company which OVns 100 of the outstanding common stock of Lincoln Savings Bank (the Bank) The Banks services are offered to individuals businesses governmental units and institutional customers in Iowa communities including Adel Allison Ames Ankeny Aplington Clive Cedar Falls Garwin Greene Grinnell Hudson Indianola Lincoln Mason City Nashua Reinbeck Tama Waterloo Waverly West Des Moines and the surrounding areas The Bank is actively engaged in many areas of commercial banking including acceptance of demand savings and time deposits making commercial real estate agricultural and consumer loans and other banking services tailored for its individual customers The Banks trust department administers estates personal trusts conservatorships pension and profit-sharing funds along with providing other management services to customers
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Lincoln Savings Bank and its wholly owned subsidiary LSB Financial Services Inc All significant intercompany balances and transactions have been eliminated in consolidation The Company also owns 100 of Lincoln Bancorp Capital Trust II which was formed for the purpose of issuing trust preferred securities as discussed more fully in Note 12 In accordance with generally accepted accounting principles (GAAP) this Trust is not included in the consolidated financial statements This investment is accounted for under the equity method of accounting
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses valuation of real estate acquired in connection with foreclosures or in satisfaction of loans other-than-temporary impairments (OTTI) and fair values of financial instruments
Revenue Recognition
Interest income on loans and investment securities is recognized on the accrual method Revenue from insurance real estate commissions trust and brokerage services and service charges and fees on customer deposits is recognized as the services are provided
1 1
Securities
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
Available-for-sale securities which include any security for which the Company has no immediate plan to sell but which may be sold in the future are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method
The Company routinely conducts periodic reviews to identify and evaluate each investment security to detennine whether an other-than-temporary impairment has occurred For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security and it is more likely than not the Company will not have to sell the security before recovery of its cost basis it recognizes the credit component of an other-than-temporary impainnent of a debt security in earnings and the remaining portion in other comprehensive income
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to noninterest income Gains and losses on loan sales are recorded in noninterest income and direct loan origination costs and fees are deferred at 01igination of the loan and are recognized in noninterest income upon sale of the loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income charge-offs the allowance for loan losses any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans
For loans amortized at cost interest income is accrued based on the unpaid principal balance Loan origination fees net of certain direct origination costs as well as premiums and discounts are deferred and amortized as a level yield adjustment over the respective term of the loan
The accrual of interest on agricultural and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past-due status is based on contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured
1 2
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for anticipated prepayments Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance
The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing economic conditions This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
The allowance consists of allocated and general components The allocated component relates to loans that are classified as impaired For those loans that are classified as impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data
A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management detennines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the groups historical loss experience adjused for changes in trends conditions and other relevant factors that affect repayment of the loans Accordingly the Company does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries Consol idated Statements of Stockh o lders Equity
Years Ended Decem ber 31 2014 and 201 3
Balance January 1 2013 Net income Other comprehensive income Dividends on conlinon stock $70 per share Acquisition of snares by ESOP with proceeds from a note
payable to a commrcial bank ESOP shares earned
Balance December 3i-2013
Net income Other comprehensive income Dividends on co6Ii stock $80 per share Shares sold from treasury (232 shares) Acquisition of shares by ESOP with proceeds from a note
payable to a commercial bank ESOP shares earned
Balance December 31 2014
See Notes to Consolidated Financial Statements 7
Common
Stock
$ 1543800
1543800
$ 1543800
Additional
Paid-Jn
Capita l middot
$ 16875715
16875715
135052
109105
$ 17119872
Retained
Earnings
$ 41067127 4844140
(1064480)
44846787
5999636
(l216420)
$ 49630003
middotaj
Accumulated
Other U nearned
Comprehensive Treasury ESOP
Income (Loss) Stock S hares Total
$ 4196219 $ (812000) $ (1424091) $ 61446770 4844140
(4451906) (4451906) (1064480)
(500000) (500000) 180499 180499
(255687) (812000) (1743592) 60455023
5999636 1812549 18 12549
(1216420) 812000 947052
(1583304) (1583304) 242944 352049
$ 1556862 $ $ (3083952) $ 66766585
See Notes to Consolidated Financial Statements 8
Lincoln Bancorp and Subsidiaries Consol idated Statements of Cash F l ows
Years Ended December 31 2014 and 2013
Operating Activities Net income Items not requiring (providing) cash
Depreciation and amortization Amortization of core deposit intangible Provision for loan losses Am01iization of premiums and discounts on securities Deferred income taxes Net gains on sale of oans Net realized (gains) losses on available-for-sale securities Gain on sale of foreclosed assets Origination ofloans held for sale Proceeds from sale of oans held for sale
Changes in Cash value oflife insurance Interest receivable Other assets Interest payable and other liabilities
Net cash provided by operating activities
Investing Activities Purchase of bank owned life insurance Purchases of available-for-sale securities Proceeds from maturities of available-for-sale securities Net sales (purchases) of other investments Net change in loans Purchase of premises and equipment Proceeds from sale of other real estate Federal funds sold net Disbursement on loan to ESOP Repayment on loan to ESOP Acquisition
Net cash used in investing activities
See Notes to Consolidated Financial Statements g
$
2014
5999636
1989738 129000
1291000 5 16150
30992 (4865334)
(637085) (40322)
(170576078) 173931400
(522499) (376137) (323767) 804750
7351444
(2000000) (14858907) 39897380
(673812) (134778952)
(6042502) 3957563 (186000)
(2395330) 152014 (64001)
(116992547)
2013
$ 4844140
1864486 129000 776102 668257 134720
(5646677) 7740
( 11164) (204448200) 241684577
(455123) (592348) 558298
83812
39597620
(33496960) 24372826 (1247806)
(100992958) (3738177)
206164
113256 (25000)
(1 14808655)
Lincoln Bancorp and Subsidiaries Cons o l idated Statements of Cash F l ows
Years Ended Decem ber 31 2014 and 2013
Net increase in deposits $ 107952241 Net increase (decrease) in securities sold under agreements
to repurchase (2750623) Proceeds from Federal Horne Loan Bank advances 72000000 Repayment of Federal Home Loan Bank advances (64865362) Repayment of federal funds purchased ( 4442000) Proceeds from other borrowings 5000000 Repayment of notes payable (1385417) Dividends paid (l216420) Proceeds from common stock sold from treasury 947052
Net cash provided by financing activities 111239471
Increase (Decrease) in Cash and Cash Equivalents 1598368
Cas4 and Cash Equivalents Beginning ofYar 14900983
Cash and Cash Equivalents End of Year $ 16499351
Supplementai Cash Flows Information Interest Paid $ 4065396 Income taxes paid $ 2303137 Real estate acquired in settlement ofloans $ 864131 Change in accumulated other cornprehensivejhcome
unreaiizedgains (losses) on securitieampavai)abkfor sale net $ 2319773 Acquisition (Note 7) assets acquired goodwil1 middot $ 64001
See Notes to Consolidated Financial Statements 10
$ 42203781
9110388 68oooooo
(40659778) (9349000)
(197917) ( 1064480)
68042994
(7168041)
22069024
$ 14900983
$ 4436367 $ 1753080 $ 3849415
$ (4758244) $ 25000
Lincoln Bancorp and Subsidiaries N otes to Consolidated Fin a n cial Statements
December 3 1 2 0 14 a n d 2 0 1 3
N ote 1 N ature of O pe rations and S u mm ary of Sig n i fi cant Accou nting Policies
Nature of Operations
Lincoln Bancorp (the Company) is a bank holding company which OVns 100 of the outstanding common stock of Lincoln Savings Bank (the Bank) The Banks services are offered to individuals businesses governmental units and institutional customers in Iowa communities including Adel Allison Ames Ankeny Aplington Clive Cedar Falls Garwin Greene Grinnell Hudson Indianola Lincoln Mason City Nashua Reinbeck Tama Waterloo Waverly West Des Moines and the surrounding areas The Bank is actively engaged in many areas of commercial banking including acceptance of demand savings and time deposits making commercial real estate agricultural and consumer loans and other banking services tailored for its individual customers The Banks trust department administers estates personal trusts conservatorships pension and profit-sharing funds along with providing other management services to customers
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Lincoln Savings Bank and its wholly owned subsidiary LSB Financial Services Inc All significant intercompany balances and transactions have been eliminated in consolidation The Company also owns 100 of Lincoln Bancorp Capital Trust II which was formed for the purpose of issuing trust preferred securities as discussed more fully in Note 12 In accordance with generally accepted accounting principles (GAAP) this Trust is not included in the consolidated financial statements This investment is accounted for under the equity method of accounting
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses valuation of real estate acquired in connection with foreclosures or in satisfaction of loans other-than-temporary impairments (OTTI) and fair values of financial instruments
Revenue Recognition
Interest income on loans and investment securities is recognized on the accrual method Revenue from insurance real estate commissions trust and brokerage services and service charges and fees on customer deposits is recognized as the services are provided
1 1
Securities
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
Available-for-sale securities which include any security for which the Company has no immediate plan to sell but which may be sold in the future are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method
The Company routinely conducts periodic reviews to identify and evaluate each investment security to detennine whether an other-than-temporary impairment has occurred For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security and it is more likely than not the Company will not have to sell the security before recovery of its cost basis it recognizes the credit component of an other-than-temporary impainnent of a debt security in earnings and the remaining portion in other comprehensive income
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to noninterest income Gains and losses on loan sales are recorded in noninterest income and direct loan origination costs and fees are deferred at 01igination of the loan and are recognized in noninterest income upon sale of the loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income charge-offs the allowance for loan losses any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans
For loans amortized at cost interest income is accrued based on the unpaid principal balance Loan origination fees net of certain direct origination costs as well as premiums and discounts are deferred and amortized as a level yield adjustment over the respective term of the loan
The accrual of interest on agricultural and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past-due status is based on contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured
1 2
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for anticipated prepayments Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance
The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing economic conditions This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
The allowance consists of allocated and general components The allocated component relates to loans that are classified as impaired For those loans that are classified as impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data
A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management detennines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the groups historical loss experience adjused for changes in trends conditions and other relevant factors that affect repayment of the loans Accordingly the Company does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Accumulated
Other U nearned
Comprehensive Treasury ESOP
Income (Loss) Stock S hares Total
$ 4196219 $ (812000) $ (1424091) $ 61446770 4844140
(4451906) (4451906) (1064480)
(500000) (500000) 180499 180499
(255687) (812000) (1743592) 60455023
5999636 1812549 18 12549
(1216420) 812000 947052
(1583304) (1583304) 242944 352049
$ 1556862 $ $ (3083952) $ 66766585
See Notes to Consolidated Financial Statements 8
Lincoln Bancorp and Subsidiaries Consol idated Statements of Cash F l ows
Years Ended December 31 2014 and 2013
Operating Activities Net income Items not requiring (providing) cash
Depreciation and amortization Amortization of core deposit intangible Provision for loan losses Am01iization of premiums and discounts on securities Deferred income taxes Net gains on sale of oans Net realized (gains) losses on available-for-sale securities Gain on sale of foreclosed assets Origination ofloans held for sale Proceeds from sale of oans held for sale
Changes in Cash value oflife insurance Interest receivable Other assets Interest payable and other liabilities
Net cash provided by operating activities
Investing Activities Purchase of bank owned life insurance Purchases of available-for-sale securities Proceeds from maturities of available-for-sale securities Net sales (purchases) of other investments Net change in loans Purchase of premises and equipment Proceeds from sale of other real estate Federal funds sold net Disbursement on loan to ESOP Repayment on loan to ESOP Acquisition
Net cash used in investing activities
See Notes to Consolidated Financial Statements g
$
2014
5999636
1989738 129000
1291000 5 16150
30992 (4865334)
(637085) (40322)
(170576078) 173931400
(522499) (376137) (323767) 804750
7351444
(2000000) (14858907) 39897380
(673812) (134778952)
(6042502) 3957563 (186000)
(2395330) 152014 (64001)
(116992547)
2013
$ 4844140
1864486 129000 776102 668257 134720
(5646677) 7740
( 11164) (204448200) 241684577
(455123) (592348) 558298
83812
39597620
(33496960) 24372826 (1247806)
(100992958) (3738177)
206164
113256 (25000)
(1 14808655)
Lincoln Bancorp and Subsidiaries Cons o l idated Statements of Cash F l ows
Years Ended Decem ber 31 2014 and 2013
Net increase in deposits $ 107952241 Net increase (decrease) in securities sold under agreements
to repurchase (2750623) Proceeds from Federal Horne Loan Bank advances 72000000 Repayment of Federal Home Loan Bank advances (64865362) Repayment of federal funds purchased ( 4442000) Proceeds from other borrowings 5000000 Repayment of notes payable (1385417) Dividends paid (l216420) Proceeds from common stock sold from treasury 947052
Net cash provided by financing activities 111239471
Increase (Decrease) in Cash and Cash Equivalents 1598368
Cas4 and Cash Equivalents Beginning ofYar 14900983
Cash and Cash Equivalents End of Year $ 16499351
Supplementai Cash Flows Information Interest Paid $ 4065396 Income taxes paid $ 2303137 Real estate acquired in settlement ofloans $ 864131 Change in accumulated other cornprehensivejhcome
unreaiizedgains (losses) on securitieampavai)abkfor sale net $ 2319773 Acquisition (Note 7) assets acquired goodwil1 middot $ 64001
See Notes to Consolidated Financial Statements 10
$ 42203781
9110388 68oooooo
(40659778) (9349000)
(197917) ( 1064480)
68042994
(7168041)
22069024
$ 14900983
$ 4436367 $ 1753080 $ 3849415
$ (4758244) $ 25000
Lincoln Bancorp and Subsidiaries N otes to Consolidated Fin a n cial Statements
December 3 1 2 0 14 a n d 2 0 1 3
N ote 1 N ature of O pe rations and S u mm ary of Sig n i fi cant Accou nting Policies
Nature of Operations
Lincoln Bancorp (the Company) is a bank holding company which OVns 100 of the outstanding common stock of Lincoln Savings Bank (the Bank) The Banks services are offered to individuals businesses governmental units and institutional customers in Iowa communities including Adel Allison Ames Ankeny Aplington Clive Cedar Falls Garwin Greene Grinnell Hudson Indianola Lincoln Mason City Nashua Reinbeck Tama Waterloo Waverly West Des Moines and the surrounding areas The Bank is actively engaged in many areas of commercial banking including acceptance of demand savings and time deposits making commercial real estate agricultural and consumer loans and other banking services tailored for its individual customers The Banks trust department administers estates personal trusts conservatorships pension and profit-sharing funds along with providing other management services to customers
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Lincoln Savings Bank and its wholly owned subsidiary LSB Financial Services Inc All significant intercompany balances and transactions have been eliminated in consolidation The Company also owns 100 of Lincoln Bancorp Capital Trust II which was formed for the purpose of issuing trust preferred securities as discussed more fully in Note 12 In accordance with generally accepted accounting principles (GAAP) this Trust is not included in the consolidated financial statements This investment is accounted for under the equity method of accounting
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses valuation of real estate acquired in connection with foreclosures or in satisfaction of loans other-than-temporary impairments (OTTI) and fair values of financial instruments
Revenue Recognition
Interest income on loans and investment securities is recognized on the accrual method Revenue from insurance real estate commissions trust and brokerage services and service charges and fees on customer deposits is recognized as the services are provided
1 1
Securities
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
Available-for-sale securities which include any security for which the Company has no immediate plan to sell but which may be sold in the future are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method
The Company routinely conducts periodic reviews to identify and evaluate each investment security to detennine whether an other-than-temporary impairment has occurred For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security and it is more likely than not the Company will not have to sell the security before recovery of its cost basis it recognizes the credit component of an other-than-temporary impainnent of a debt security in earnings and the remaining portion in other comprehensive income
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to noninterest income Gains and losses on loan sales are recorded in noninterest income and direct loan origination costs and fees are deferred at 01igination of the loan and are recognized in noninterest income upon sale of the loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income charge-offs the allowance for loan losses any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans
For loans amortized at cost interest income is accrued based on the unpaid principal balance Loan origination fees net of certain direct origination costs as well as premiums and discounts are deferred and amortized as a level yield adjustment over the respective term of the loan
The accrual of interest on agricultural and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past-due status is based on contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured
1 2
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for anticipated prepayments Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance
The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing economic conditions This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
The allowance consists of allocated and general components The allocated component relates to loans that are classified as impaired For those loans that are classified as impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data
A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management detennines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the groups historical loss experience adjused for changes in trends conditions and other relevant factors that affect repayment of the loans Accordingly the Company does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries Consol idated Statements of Cash F l ows
Years Ended December 31 2014 and 2013
Operating Activities Net income Items not requiring (providing) cash
Depreciation and amortization Amortization of core deposit intangible Provision for loan losses Am01iization of premiums and discounts on securities Deferred income taxes Net gains on sale of oans Net realized (gains) losses on available-for-sale securities Gain on sale of foreclosed assets Origination ofloans held for sale Proceeds from sale of oans held for sale
Changes in Cash value oflife insurance Interest receivable Other assets Interest payable and other liabilities
Net cash provided by operating activities
Investing Activities Purchase of bank owned life insurance Purchases of available-for-sale securities Proceeds from maturities of available-for-sale securities Net sales (purchases) of other investments Net change in loans Purchase of premises and equipment Proceeds from sale of other real estate Federal funds sold net Disbursement on loan to ESOP Repayment on loan to ESOP Acquisition
Net cash used in investing activities
See Notes to Consolidated Financial Statements g
$
2014
5999636
1989738 129000
1291000 5 16150
30992 (4865334)
(637085) (40322)
(170576078) 173931400
(522499) (376137) (323767) 804750
7351444
(2000000) (14858907) 39897380
(673812) (134778952)
(6042502) 3957563 (186000)
(2395330) 152014 (64001)
(116992547)
2013
$ 4844140
1864486 129000 776102 668257 134720
(5646677) 7740
( 11164) (204448200) 241684577
(455123) (592348) 558298
83812
39597620
(33496960) 24372826 (1247806)
(100992958) (3738177)
206164
113256 (25000)
(1 14808655)
Lincoln Bancorp and Subsidiaries Cons o l idated Statements of Cash F l ows
Years Ended Decem ber 31 2014 and 2013
Net increase in deposits $ 107952241 Net increase (decrease) in securities sold under agreements
to repurchase (2750623) Proceeds from Federal Horne Loan Bank advances 72000000 Repayment of Federal Home Loan Bank advances (64865362) Repayment of federal funds purchased ( 4442000) Proceeds from other borrowings 5000000 Repayment of notes payable (1385417) Dividends paid (l216420) Proceeds from common stock sold from treasury 947052
Net cash provided by financing activities 111239471
Increase (Decrease) in Cash and Cash Equivalents 1598368
Cas4 and Cash Equivalents Beginning ofYar 14900983
Cash and Cash Equivalents End of Year $ 16499351
Supplementai Cash Flows Information Interest Paid $ 4065396 Income taxes paid $ 2303137 Real estate acquired in settlement ofloans $ 864131 Change in accumulated other cornprehensivejhcome
unreaiizedgains (losses) on securitieampavai)abkfor sale net $ 2319773 Acquisition (Note 7) assets acquired goodwil1 middot $ 64001
See Notes to Consolidated Financial Statements 10
$ 42203781
9110388 68oooooo
(40659778) (9349000)
(197917) ( 1064480)
68042994
(7168041)
22069024
$ 14900983
$ 4436367 $ 1753080 $ 3849415
$ (4758244) $ 25000
Lincoln Bancorp and Subsidiaries N otes to Consolidated Fin a n cial Statements
December 3 1 2 0 14 a n d 2 0 1 3
N ote 1 N ature of O pe rations and S u mm ary of Sig n i fi cant Accou nting Policies
Nature of Operations
Lincoln Bancorp (the Company) is a bank holding company which OVns 100 of the outstanding common stock of Lincoln Savings Bank (the Bank) The Banks services are offered to individuals businesses governmental units and institutional customers in Iowa communities including Adel Allison Ames Ankeny Aplington Clive Cedar Falls Garwin Greene Grinnell Hudson Indianola Lincoln Mason City Nashua Reinbeck Tama Waterloo Waverly West Des Moines and the surrounding areas The Bank is actively engaged in many areas of commercial banking including acceptance of demand savings and time deposits making commercial real estate agricultural and consumer loans and other banking services tailored for its individual customers The Banks trust department administers estates personal trusts conservatorships pension and profit-sharing funds along with providing other management services to customers
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Lincoln Savings Bank and its wholly owned subsidiary LSB Financial Services Inc All significant intercompany balances and transactions have been eliminated in consolidation The Company also owns 100 of Lincoln Bancorp Capital Trust II which was formed for the purpose of issuing trust preferred securities as discussed more fully in Note 12 In accordance with generally accepted accounting principles (GAAP) this Trust is not included in the consolidated financial statements This investment is accounted for under the equity method of accounting
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses valuation of real estate acquired in connection with foreclosures or in satisfaction of loans other-than-temporary impairments (OTTI) and fair values of financial instruments
Revenue Recognition
Interest income on loans and investment securities is recognized on the accrual method Revenue from insurance real estate commissions trust and brokerage services and service charges and fees on customer deposits is recognized as the services are provided
1 1
Securities
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
Available-for-sale securities which include any security for which the Company has no immediate plan to sell but which may be sold in the future are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method
The Company routinely conducts periodic reviews to identify and evaluate each investment security to detennine whether an other-than-temporary impairment has occurred For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security and it is more likely than not the Company will not have to sell the security before recovery of its cost basis it recognizes the credit component of an other-than-temporary impainnent of a debt security in earnings and the remaining portion in other comprehensive income
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to noninterest income Gains and losses on loan sales are recorded in noninterest income and direct loan origination costs and fees are deferred at 01igination of the loan and are recognized in noninterest income upon sale of the loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income charge-offs the allowance for loan losses any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans
For loans amortized at cost interest income is accrued based on the unpaid principal balance Loan origination fees net of certain direct origination costs as well as premiums and discounts are deferred and amortized as a level yield adjustment over the respective term of the loan
The accrual of interest on agricultural and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past-due status is based on contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured
1 2
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for anticipated prepayments Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance
The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing economic conditions This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
The allowance consists of allocated and general components The allocated component relates to loans that are classified as impaired For those loans that are classified as impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data
A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management detennines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the groups historical loss experience adjused for changes in trends conditions and other relevant factors that affect repayment of the loans Accordingly the Company does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries Cons o l idated Statements of Cash F l ows
Years Ended Decem ber 31 2014 and 2013
Net increase in deposits $ 107952241 Net increase (decrease) in securities sold under agreements
to repurchase (2750623) Proceeds from Federal Horne Loan Bank advances 72000000 Repayment of Federal Home Loan Bank advances (64865362) Repayment of federal funds purchased ( 4442000) Proceeds from other borrowings 5000000 Repayment of notes payable (1385417) Dividends paid (l216420) Proceeds from common stock sold from treasury 947052
Net cash provided by financing activities 111239471
Increase (Decrease) in Cash and Cash Equivalents 1598368
Cas4 and Cash Equivalents Beginning ofYar 14900983
Cash and Cash Equivalents End of Year $ 16499351
Supplementai Cash Flows Information Interest Paid $ 4065396 Income taxes paid $ 2303137 Real estate acquired in settlement ofloans $ 864131 Change in accumulated other cornprehensivejhcome
unreaiizedgains (losses) on securitieampavai)abkfor sale net $ 2319773 Acquisition (Note 7) assets acquired goodwil1 middot $ 64001
See Notes to Consolidated Financial Statements 10
$ 42203781
9110388 68oooooo
(40659778) (9349000)
(197917) ( 1064480)
68042994
(7168041)
22069024
$ 14900983
$ 4436367 $ 1753080 $ 3849415
$ (4758244) $ 25000
Lincoln Bancorp and Subsidiaries N otes to Consolidated Fin a n cial Statements
December 3 1 2 0 14 a n d 2 0 1 3
N ote 1 N ature of O pe rations and S u mm ary of Sig n i fi cant Accou nting Policies
Nature of Operations
Lincoln Bancorp (the Company) is a bank holding company which OVns 100 of the outstanding common stock of Lincoln Savings Bank (the Bank) The Banks services are offered to individuals businesses governmental units and institutional customers in Iowa communities including Adel Allison Ames Ankeny Aplington Clive Cedar Falls Garwin Greene Grinnell Hudson Indianola Lincoln Mason City Nashua Reinbeck Tama Waterloo Waverly West Des Moines and the surrounding areas The Bank is actively engaged in many areas of commercial banking including acceptance of demand savings and time deposits making commercial real estate agricultural and consumer loans and other banking services tailored for its individual customers The Banks trust department administers estates personal trusts conservatorships pension and profit-sharing funds along with providing other management services to customers
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Lincoln Savings Bank and its wholly owned subsidiary LSB Financial Services Inc All significant intercompany balances and transactions have been eliminated in consolidation The Company also owns 100 of Lincoln Bancorp Capital Trust II which was formed for the purpose of issuing trust preferred securities as discussed more fully in Note 12 In accordance with generally accepted accounting principles (GAAP) this Trust is not included in the consolidated financial statements This investment is accounted for under the equity method of accounting
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses valuation of real estate acquired in connection with foreclosures or in satisfaction of loans other-than-temporary impairments (OTTI) and fair values of financial instruments
Revenue Recognition
Interest income on loans and investment securities is recognized on the accrual method Revenue from insurance real estate commissions trust and brokerage services and service charges and fees on customer deposits is recognized as the services are provided
1 1
Securities
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
Available-for-sale securities which include any security for which the Company has no immediate plan to sell but which may be sold in the future are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method
The Company routinely conducts periodic reviews to identify and evaluate each investment security to detennine whether an other-than-temporary impairment has occurred For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security and it is more likely than not the Company will not have to sell the security before recovery of its cost basis it recognizes the credit component of an other-than-temporary impainnent of a debt security in earnings and the remaining portion in other comprehensive income
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to noninterest income Gains and losses on loan sales are recorded in noninterest income and direct loan origination costs and fees are deferred at 01igination of the loan and are recognized in noninterest income upon sale of the loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income charge-offs the allowance for loan losses any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans
For loans amortized at cost interest income is accrued based on the unpaid principal balance Loan origination fees net of certain direct origination costs as well as premiums and discounts are deferred and amortized as a level yield adjustment over the respective term of the loan
The accrual of interest on agricultural and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past-due status is based on contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured
1 2
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for anticipated prepayments Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance
The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing economic conditions This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
The allowance consists of allocated and general components The allocated component relates to loans that are classified as impaired For those loans that are classified as impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data
A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management detennines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the groups historical loss experience adjused for changes in trends conditions and other relevant factors that affect repayment of the loans Accordingly the Company does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Consolidated Fin a n cial Statements
December 3 1 2 0 14 a n d 2 0 1 3
N ote 1 N ature of O pe rations and S u mm ary of Sig n i fi cant Accou nting Policies
Nature of Operations
Lincoln Bancorp (the Company) is a bank holding company which OVns 100 of the outstanding common stock of Lincoln Savings Bank (the Bank) The Banks services are offered to individuals businesses governmental units and institutional customers in Iowa communities including Adel Allison Ames Ankeny Aplington Clive Cedar Falls Garwin Greene Grinnell Hudson Indianola Lincoln Mason City Nashua Reinbeck Tama Waterloo Waverly West Des Moines and the surrounding areas The Bank is actively engaged in many areas of commercial banking including acceptance of demand savings and time deposits making commercial real estate agricultural and consumer loans and other banking services tailored for its individual customers The Banks trust department administers estates personal trusts conservatorships pension and profit-sharing funds along with providing other management services to customers
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Lincoln Savings Bank and its wholly owned subsidiary LSB Financial Services Inc All significant intercompany balances and transactions have been eliminated in consolidation The Company also owns 100 of Lincoln Bancorp Capital Trust II which was formed for the purpose of issuing trust preferred securities as discussed more fully in Note 12 In accordance with generally accepted accounting principles (GAAP) this Trust is not included in the consolidated financial statements This investment is accounted for under the equity method of accounting
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses valuation of real estate acquired in connection with foreclosures or in satisfaction of loans other-than-temporary impairments (OTTI) and fair values of financial instruments
Revenue Recognition
Interest income on loans and investment securities is recognized on the accrual method Revenue from insurance real estate commissions trust and brokerage services and service charges and fees on customer deposits is recognized as the services are provided
1 1
Securities
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
Available-for-sale securities which include any security for which the Company has no immediate plan to sell but which may be sold in the future are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method
The Company routinely conducts periodic reviews to identify and evaluate each investment security to detennine whether an other-than-temporary impairment has occurred For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security and it is more likely than not the Company will not have to sell the security before recovery of its cost basis it recognizes the credit component of an other-than-temporary impainnent of a debt security in earnings and the remaining portion in other comprehensive income
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to noninterest income Gains and losses on loan sales are recorded in noninterest income and direct loan origination costs and fees are deferred at 01igination of the loan and are recognized in noninterest income upon sale of the loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income charge-offs the allowance for loan losses any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans
For loans amortized at cost interest income is accrued based on the unpaid principal balance Loan origination fees net of certain direct origination costs as well as premiums and discounts are deferred and amortized as a level yield adjustment over the respective term of the loan
The accrual of interest on agricultural and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past-due status is based on contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured
1 2
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for anticipated prepayments Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance
The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing economic conditions This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
The allowance consists of allocated and general components The allocated component relates to loans that are classified as impaired For those loans that are classified as impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data
A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management detennines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the groups historical loss experience adjused for changes in trends conditions and other relevant factors that affect repayment of the loans Accordingly the Company does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Securities
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
Available-for-sale securities which include any security for which the Company has no immediate plan to sell but which may be sold in the future are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method
The Company routinely conducts periodic reviews to identify and evaluate each investment security to detennine whether an other-than-temporary impairment has occurred For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security and it is more likely than not the Company will not have to sell the security before recovery of its cost basis it recognizes the credit component of an other-than-temporary impainnent of a debt security in earnings and the remaining portion in other comprehensive income
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate Net unrealized losses if any are recognized through a valuation allowance by charges to noninterest income Gains and losses on loan sales are recorded in noninterest income and direct loan origination costs and fees are deferred at 01igination of the loan and are recognized in noninterest income upon sale of the loan
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income charge-offs the allowance for loan losses any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans
For loans amortized at cost interest income is accrued based on the unpaid principal balance Loan origination fees net of certain direct origination costs as well as premiums and discounts are deferred and amortized as a level yield adjustment over the respective term of the loan
The accrual of interest on agricultural and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection Past-due status is based on contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income The interest on these loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured
1 2
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for anticipated prepayments Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance
The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing economic conditions This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
The allowance consists of allocated and general components The allocated component relates to loans that are classified as impaired For those loans that are classified as impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data
A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management detennines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the groups historical loss experience adjused for changes in trends conditions and other relevant factors that affect repayment of the loans Accordingly the Company does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for anticipated prepayments Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance
The allowance for loan losses is evaluated on a regular basis by management and is based upon managements periodic review of the collectibility of the loans in light of historical experience the nature and volume of the loan portfolio adverse situations that may affect the borrowers ability to repay estimated value of any underlying collateral and prevailing economic conditions This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available
The allowance consists of allocated and general components The allocated component relates to loans that are classified as impaired For those loans that are classified as impaired an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Companys internal risk rating process Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data
A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement Factors considered by management in determining impairment include payment status collateral value and the probability of collecting scheduled principal and interest payments when due Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired Management detennines the significance of payment delays and payment shortfalls on a case-by-case basis taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay the reasons for the delay the borrowers prior payment record and the amount of the shortfall in relation to the principal and interest owed Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loans effective interest rate the loans obtainable market price or the fair value of the collateral if the loan is collateral dependent
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the groups historical loss experience adjused for changes in trends conditions and other relevant factors that affect repayment of the loans Accordingly the Company does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries Notes to Conso l i d ated Financial Statements
December 3 1 2014 and 20 1 3
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation Depreciation is charged to expense principally using the straight-line method
The estimated useful lives for each major depreciable classification of premises and equipment are as follows
Buildings and improvements Furniture and equipment
Federal Home Loan Bank Stock
10 - 50 years 3 - 1 0 years
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system The required investment in the common stock is based on a predetermined formula carried at cost and evaluated for impairment
Foreclosed Assets Held for Sale
Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis Subsequent to foreclosure valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangibles are evaluated annually for impairment or more frequently if impairment indicators are present If the implied fair value of goodwill or the fair value of the indefinite-lived intangible is lower than their canying amounts an impairment loss is recognized in an amount equal to the difference Subsequent increases in goodwill value are not recognized in the financial statements
Core Deposit Intangible
The gross amount of the core deposit intangible was $ 1 236725 and $ 1 236725 with accumulated amortization of$1 012637 and $883637 at December 3 1 2014 and 2013 respectively Amortization expense for the years ended December 31 2014 and 2013 was $129000 and $129000 respectively Estimated amortization expense for future years is as follows
Year ended December 31
2015 2016
1 4
$ 129000 95088
$ 224088
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Derivatives
Lincoln Bancorp and Subsidiaries N otes to Consolidated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
The Company uses interest rate swaps as part of its interest rate risk management FASB Accounting Standards Codification (ASC) Topic 8 1 5 establishes accounting and rep01iing standards for derivative instruments and hedging activities The Company records all interest rate swaps on the balance sheet at fair value Derivatives used as a hedge of the fair value of a recognized asset or liability are considered fair value hedges Derivatives used to hedge the exposure to variability in expected future cash flows are considered cash flow hedges To qualify for hedge accounting the Company must comply with detailed rules and documentation requirements at the inception of the hedge and hedge effectiveness is assessed at inception and periodically throughout the life of the hedging relationship
For derivatives designated as cash flow hedges the effective p01iion of changes in the fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings while the ineffective portion of changes in fair value of the derivative if any is recognized immediately in other noninterest income The Company assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instruments with the cumulative changes in cash flows of tbe designated hedged item or transaction No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness
For derivatives designated as fair value hedges changes in tbe fair value of derivatives along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in current period earnings
The Company does not use derivatives for trading or speculative purposes
Treasury Stock
Common stock shares repurchased are recorded at cost Cost of shares retired or reissued is determined using tbe first-in first-out method
Trust Assets
Trust assets (other than cash deposits) held by the Bank in fiduciary or agency capacities for its customers are not included in tbe accompanying consolidated balance sheets since such items are not assets of the Bank
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered Control over transfi red assets is deemed to be surrendered when (1) the assets have been isolated from the Company-put presumptively beyond the reach of the transferor and its creditors even in bankruptcy or other rerivership (2) the transferee obtains tbe right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) tbe Company does not 11aintain effective control over the transferred assets through an agreement to repurchase them before tbeir maturity or tbe ability to unilaterally cause the holder to return specific assets
1 5
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Income Taxes
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740 Income Taxes) The income tax accounting guidance results in two components of income tax expense current and deferred Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues The Company determines deferred income taxes using the liability (or balance sheet) method Under this method the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities and enacted changes in tax rates and laws are recognized in the period in which they occur Deferred income tax expense results from changes in deferred tax assets and liabilities between periods Deferred tax assets are reduced by a valuation allowance if based on the weight of evidence available it is more likely than not that some portion or all of a deferred tax asset will not be realized
Tax positions are recognized if it is more likely than not based on the technical merits that the tax position will be realized or sustained upon examination The term more likely than not means a likelihood of more than 50 percent the terms examined and upon examination also include resolution of the related appeals or litigation processes if any A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information The detennination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts circumstances and infonnation available at the reporting date and is subject to managements judgment With a few exceptions the Company is no longer subject to US federal state and local or non-US income tax examinations by tax authorities for years before 201 1
The Company recognizes interest and penalties on income taxes as a component of income tax expense
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income net of applicable income taxes Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized and realized gains and losses in derivative financial instruments that qualify for hedge accounting
Reclassification
Certain amounts included in the prior year financial statements have been reclassified with no effect on net income or stockholders equity to confonn with the current year presentation
Note 2 Restriction on Cash and D u e F rom Banks
The Bank is required to maintain reserve funds in cash andor on deposit with the Federal Reserve Bank The reserve required at December 3 1 2014 and 2013 was $503000 and $441000 respectively
1 6
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
N ote 3
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 31 2014 and 2013
Securities
The amortized cost and approximate fair values together with gross unrealized gains and losses of securities are as follows
December 31 2014 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 24661642 $ 146957 $ (229600) $ 24578999 Collateralized mortgage obligations 8544528 59164 (91708) 8511983 Government-sponsored
mortgage-backed securities 25912441 285037 (175139) 26022339 State and political subdivisions 65655290 3313635 (504920) 68464005
$ 124773901 $ 3804793 $ (1001367) $ 127577326
December 31 2013 Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
Debt Securities US government agencies $ 25990349 $ 478901 $ (664750) $ 25804500 Colateralized mortgage obligations 9520254 23142 ( 124685) 9418711 Government-sponsored
mortgage-backed securities 41215010 160134 (792234) 40582910 State and political subdivisions 72965826 2036707 (2013587) 72988946
$ 149691439 $ 2698884 $ (3595256) $ 148795067
The amortized cost and fair value of available-for-sale securities at December 31 2014 by contractual maturity are shown below Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties
1 7
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Within one year One to five years Five to ten years After ten years
Lincoln Bancorp and Subsidiaries N otes to Conso lidated Financial Statements
Decem ber 31 2014 and 2013
Amortized Cost
$ 3548156 6042296
47102698 33623782 90316932
Collateralized mortgage obligations 8544528 Government-sponsored mortgage-backed secnrities 25912441
$ 124773901
Fair Value
$ 3566239 6183529
48477033 34816203 93043004
8511983 26022339
$ 127577326
The carrying value of securities pledged as collateral to secure public deposits and for other purposes was $83734090 at December 3 1 2014 and $43385696 at December 3 1 2013
The book value of securities sold under agreements t o repurchase amounted t o $35012801 and $3 1 133154 at December 3 1 2014 and 2013 respectively
Gross gains of $657856 and $5625 and gross losses of $20771 and $ 13365 resulting from sales of available-for-sale securities were realized for 2014 and 2013 respectively
Certain investments in debt secmities are reported in the financial statements at an amount less than their historical cost Total fair value of these investments at December 31 2014 and 2013 was $36780196 and $64560974 which is approximately 29 and 43 respectively of the Companys available-for-sale investment portfolio These declines primarily resulted from recent changes in market interest rates
Management believes the declines in fair value for these secmities are tempora1y
The following table shows the Companys investments gross unrealized losses and fair value of the Companys investments with unrealized losses that are not deemed to be other-than-tempora1ily impaired aggregated by investment class and length of time that individual secmities have been in a continuous unrealized loss position at December 3 1 2014 and 2013
December 31 2 0 1 4
Less than 1 2 Months 1 2 Months or More Total Unrealized Unrealized Unrealized
US government agencies
Collateraiized mortgage obligations
Government-sponsored
mortgage-backed securities
State and political subdivisions
Total temporarily impaired securities
Fair Value
$ $
$ $
Losses Fair Value
$ 9770400
3864421
8692030
14453346
$ 36780196
1 8
Losses Fair Value Losses
$ (229600) $ 9770400 $ (229600) (91708) 3864421 (91708)
(175139) 8692030 (175139)
(504920) 14453346 (504920)
$ (1001367) $ 36780196 $ (1001367
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statements
December 31 2014 and 2013
December 31 2013
Less than 12 Months 12 Months or More
Unrealized Unrealized
Fair Value Losses Fair Value Losses
Available-for-Sale Securities US government agencies $ 9335250 $ (664750) $ $ Collateralized mortgage obligations 4288578 (124685)
Government-sponsored
mortgage-backed securities 34910709 (792234)
State and political subdivisions 12969775 (1508601) 3056662 (504986)
Total temporarily impaired securities $ 61504312 $ (3090270) $ 3056662 $ (504986)
Other investments at December 3 1 2014 and 2013 are as follows
Federal Home Loan Bank stock Bankers Bank stock Investment in Lincoln Bancorp Capital Trust II Other
Note 4 Loans and Allowance for Loan Losses
Classes of loans at December 3 1 include
Agricultural Agricultural real estate Commercial Commercial real estate Consumer real estate Consumer and other
Total loans
Less Net deferred loan fees premiums and discounts Allowance for loan losses
Net loans
1 9
2014
$ 6 104900 195300 279208
10500
$ 6589908
2014
$ 86305726 81738436 65064323
261734692 99492248
8998376 603333801
(295183) 6450169
$ 597178815
Total
Unrealized
Fair Value Losses
$ 9335250 $ (664750)
4288578 (124685)
34910709 (792234)
16026437 (2013587)
$ 64560974 $ (3595256)
2013
$ 5431100 195300 279196
10500
$ 5916096
2013
$ 73238784 77515797 49210426
184444404 78159900
7223712 469793023
(385757) 5623786
$ 464554994
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of December 3 1 2014 and 2013
2014
Agricultural Commercial Consumer Consumer
Agricultural Real Estate Commercial Real Estate Real Estate and Other Total
Allowance for Joan losses
Balance beginning of year $ 770062 s 153681 $ 2029398 s 1 950299 $ 635891 s 84455 s 5623786
Provision charged to expense 214040 24406 (586305) 1721182 (302846) 220523 1291000
Losses charged off (473851) (86242) (7548) (102784) (670425)
Recoveries 25000 150758 7904 1299 20847 205808
Balance end of year $ 1 009102 $ 178087 $ 1 120000 s 3593143 s 326796 $ 223041 $ 6450169
Ending balance
Individually evaluated for
impainnent $ 8935 s 1 723 s 408336 $ 731291 $ 120822 $ 3376 $ 1 274483
Ending balance
Collectively evaluated for
impairment s 1000167 $ 176364 $ 7 1 1 664 $ 2861852 $ 205974 s 2 19665 s 5175686
Loans
Ending balance $ 86305726 $ 81 738436 $ 65064323 s 261734692 $ 99492248 s 8998376 $ 603333801
Ending balance
Individually evaluated for
impairment s 59570 $ 1 1489 s 2632956 s 6078 101 $ 1031139 s 2251 6 s 9835771
Ending balance
Collectively evaluated for
impainnent $ 86246 156 $ 81726947 s 62431367 $ 255656591 s 98461109 $ 8975860 s 593498030
20
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Allowance for Joan losses
Ralance beginning of year
Provision charged to expense
Losses charged off
Recoveries
Balance end of year
Ending balance
Individually evaluated for
impairment
Ending balance
Collectively evaluated for
impairment
Loans
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
December 3 1 201 4 and 2 0 1 3
2013
Agricultural Commercial Consumer
Agricultural Real Estate Commercial Real Estate Real Estate
s 655667 s 88374 $ 21 80440 s 171 6530 s 458970
1 14395 65307 (49380) 292400 3 1 1 677
(131929) (58631) (134797)
30267 41
$ 770062 s 153681 $ 2029398 $ 1950299 $ 635891
s s 38608 $ 1052013 $ 314645 s 292836
s 770062 $ J 1 5073 s 977385 s 1635654 s 343055
Consumer
and Other Total
$ 77630 $ 51776 1 1
41 703 776102
(58574) (38393 1)
23696 54004
s 84455 $ 5623786
s s 1 698102
$ 84455 $ 3925684
Ending balance s 73238784 $ 77515797 s 49210426 s 1 84444404 s 78159900 $ 7223712 s 469793023
Ending balance
Individually evaluated for
impainnent $ s 157108 s 6937889 s 1601405 s 1313216 s s 10009618
Ending balance
Collectively evaluated for
impairment s 73238784 s 77358689 $ 42272537 $ 182842999 $ 76846684 s 72237 1 2 s 459783405
Internal Risk Categories
Loan grades are numbered 1 through 7 Grades 1 through 4 are considered satisfactory grades The grade of 5 or VI atch represents loans of lower quality and is considered ciiticized The grades of 6 or Substandard and 7 or Doubtful refer to assets that are classified The use and application of these grades by the bank will be uniform and shall conform to the Companys policy
Highest Quality (1) Loans of the highest quality with less than nonnal credit Iisk Loans to borrowers with a sound financial condition which reflects good liquidity a sound capital position and a history of excellent performance In all cases the borrower exhibits more than one source of repayment Loans within this internal rating may air be supported by readily marketable collateral
Superior Quality (2) Loans which possess a generally sound financial condition The trend in financial indicators is generally constant In all cases the borrower exhibits more than one source of repayment In general these loans are of good quality with acceptable financial conditions and reasonable credit Iisks
21
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Consolidated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
Satisfactory Quality (3) Loans with higher levels of credit risk but where the borrower still exhibits the potential to liquidate the loan The potential for additional problems exist in these loans and they may lack a secondary source of repayment
Average Quality (4) Loans in this class have smaller margins of debt coverage and other elements of reduced strength such as declining trends or a potential loss year These loans would however be satisfactory in other measurable areas and in general could obtain financing elsewhere upon request
Vatch (5) Loans in this category are currently adequately collateralized but the financial performance of the borrower has shown a downturn and needs to improve in order to generate sufficient cash flow for overall performance Loans in this category will remain at this rating for a limited time (12 - 24 months maximum) as the performance needs to improve or the loan will be downgraded to a 6 or substandard rating
Substandard (6) Loans with inadequate financial condition not meeting our Companys credit standards andor ability to meet scheduled payments Loss is possible Loans in this categ01y will be transferred to nonaccrual status with interest charged off if past due 90 days or more unless well secured and in the process of collection
Doubtful (7) Loans with a weak financial condition making collection in full improbable The possibility of principal loss is high but because of certain important and reasonably specific pending factors full charge off is deferred until more exact status can be detennined A partial charge-off of principal may occur to more clearly exhibit the true value of the asset Loans in this category are on nonaccrual status and interest charged off
Risk characteristics applicable to each segment of the loan portfolio are described as follows
Agricultural and agricultural real estate loans are subject to underwriting standards and processes similar to commercial loans The Company provides a wide range of agricultural loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the borrower bull Positive earnings and frnancial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for agricultural loans generally includes accounts receivable invent01y (typically grain or livestock) and equipment Collateral for agricultural real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and corresponding maximum advance percentages The value of collateral pledged on loans typically exceeds the loan amount by a margin sufficient to absorb potential erosion of ils value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
22
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries Notes to Consol idated F inancial Statements
December 3 1 20 1 4 and 201 3
The lending policy specifies maximum tenn limits for agricultural loans For agiicultural real estate term loans the maximum term is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Vhere the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis ifwaiTanted by the overall financial condition of the bon-ower For commercial and commercial real estate loans the Company focuses on small and mid-sized businesses with primary operations in transportation warehousing and manufacturing as well as serving building contractors business services companies health care providers financial organizations and retailers The Company provides a wide range of commercial loans including lines of credit for working capital and operational purposes and term loans for the acquisition of real estate facilities equipment and other purposes Approval is generally based on the following factors
bull Sufficient cash flow to support debt repayment bull Ability and stability of current management of the bon-ower bull Positive earnings and financial trends bull Earnings projections based on reasonable assumptions bull Financial strength of the industry and business bull Value and marketability of collateral
Collateral for commercial loans generally includes accounts receivable inventory and equipment Collateral for commercial real estate loans is generally real estate and improvements The lending policy specifies approved collateral types and c01Tesponding maximum advance percentages The value of collateral pledged on loans iypically exceeds the loan amount by a margin sufficient to absorb potential erosion of its value in the event of foreclosure and cover the loan amount plus costs incurred to convert it to cash
The lending policy specifies maximum term limits for commercial loans For commercial nonreal estate term loans the maximum term is 7 years For commercial real estate tenn loans the maximum terrn is 25 years The lending policy includes guidelines for real estate appraisals including minimum appraisal standards based on certain transactions Where the purpose of the loan is to finance depreciable equipment the term loan generally does not exceed the estimated useful life of the asset For lines of credit the typical maximum term is 365 days However longer maturities may be approved ifthe loan is secured by readily marketable collateral
In addition the Company often takes personal guarantees to help assure repayment Loans may be made on an unsecured basis if wan-anted by the overall financial condition of the b01Tower
23
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and S ubsidiaries Notes to Consolidated Financial Statements
Decem ber 3 1 2 0 1 4 and 2 0 1 3
In some instances for all loans it may b e appropriate to originate or purchase loans that are exceptions to the guidelines and limits established within the lending policy described above and below In general exceptions to the lending policy do not significantly deviate from the guidelines and limits established within the lending policy and ifthere are exceptions they are clearly noted as such and specifically identified in loan approval documents
Many of the consumer real estate loans underwritten by the Company conform to the underwriting requirements of Fannie Mae or other secondary market aggregators to allow the Bank to resell loans i n the secondary market The subsidiary bank structures most loans that will not conform t o those underwriting requirements as adjustable rate mortgages that mature or adjust in one to five years and then retains these loans in the Banks portfolio Servicing rights are not retained on the residential real estate loans sold in the secondary market The lending policy establishes minimum appraisal and other credit guidelines
The Company provides many types of consumer and other loans including motor vehicle home improvement home equity siguature loans and small personal credit lines The lending policy addresses specific credit guidelines by consumer loan type
For consumer real estate loans and consumer and other loans these large groups of smaller balance homogenous loans are collectively evaluated for impairment The Company applies a quantitative factor based on historical charge-off experience in total for each of these segments Accordingly the Company generally does not separately identify individual consumer real estate loans andor consumer and other loans for impairment disclosures unless such loans are the subject of a restructuring agreement due to fmancial difficulties of the borrower
The following table presents the credit risk profile o f the Companys loan portfolio based on internal rating category and payment activity as of December 3 1 2014 and 2013
Grade Pass (1-4) Watch (5) Substandard ( 6) Doubtful (7)
Delinquency status Performing Nonperforming
Agricultural
$ 86246156
59570
$ 86305726
Agricultural
Real Estate
$ 81 726947
1 1 489
$ 81 738436
24
2014
Commercia l
$ 60466766 1 964601 2606288
26668
$ 65064323
Consumer
Real Estate
$ 98331305 1 1 60943
$ 99492248
Commercial
Real Estate Total
$ 248979 648 $47741 9517 6676943 8641544 6078101 8755448
26668
$ 261734692 $494843 177
Consumer
and Other Total
$ 8974157 $ 107305462 24219 1 1 85162
$ 8998376 $ 1 08490624
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
_ I
Agricultural
Grade Pass (1-4) Watch (5) Substandard (6) Doubtful (7)
Delinquency status Performing Nonperforming
Lincoln Bancorp and Subsidiaries Notes to Con solidated F i nancial Statements
December 31 201 4 and 201 3
201 3 Agricultural Commercial
Agricultural Real Estate Commercial Real Estate
$ 73198803 $ 77508288 $ 41 961660 $ 178656731 137045 1 768952
39981 7509 2787500 259568 4324221 3759153
$ 73238784 $ 77515797 $ 49210426 $ 184444404
Consumer Consumer
Real Estate and Other
$ 76078839 $ 7190047 2081061 33665
$ 78159900 $ 72237 12
Total
$371325482 1905997 3094558 8083374
$384409411
Total
$ 83268886 2 1 14726
$ 85383612
Performing loans are those which are accrning and less than 90 days past due Nonperforming loans are those on nonaccrnal accrning loans that are greater than or equal to 90 days past due and accruing TD Rs
The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis No significant changes were made to either during the past year
The following tables present the Company s loan portfolio aging analysis of the recorded investment in loans as of December 31 2014 and 2013
201 4
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrual Total Past Total Loans Past Due Past Due Accruing Loans Due Current Receivable
$ $ $ $ $ $ 86305726 $ 86305726
Agricultural real estate 81738436 8 1 738436
Commercial 1 14872 215674 209419 114717 654682 64409641 65064323
Commercial real estate 939205 615740 931866 2486811 259247881 261734692
Consumer real estate 867962 390622 76229 213889 1548702 97943546 99492248
Consumer and other 51978 3800 3420 8379 67577 8930799 8998376
Total $ 1974017 $ 1225836 $ 289068 $ 1268850 $ 4757771 $ 598576030 $ 603333801
25
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Agricultural
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 201 3
2013
Total Loans gt 90
30-59 Days 60-89 Days Days amp Nonaccrua l Total Past Past Due Past Due Accruing Loans Due
$ $ $ $ $
Total Loans Current Receivab le
$ 73238784 $ 73238784
Agricultural real estate 95849 95849 77419948 77515797
Commercial 280097 204740 181053 560438 1226328 47984098 49210426
Commercial real estate 589472 789453 1378925 183065479 184444404
Consumer real estate 1993063 324254 173030 108386 2598733 75561167 78159900
Consumer and other 23074 4257 13064 40395 7183317 7223712
Total $ 2392083 $ 533251 $ 956619 $ 1458277 $ 5340230 $ 464452 793 $ 469793023
A loan is considered impaired in accordance with the impairment accounting guidance (ASC 3 1 0- 10-35-16) when based on current information and events it is probable the Company will be unable to collect all amounts due from the b01Tower in accordance with the contractual terms of the loan Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings
The following tables present impaired loans for the years ended December 3 1 2014 and 2013
2 6
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Consolidated F inancial Statem ents
December 3 1 2 0 1 4 and 2 0 1 3
2014
Average
Unpaid Investment
Recorded Principal Specific in Im paired
Balance Balance Allowance Loans
Loans Vith a specific valuation allovance
Agricultural 59570 59570 8935 57 1 16
Agricultural real estate 1 1 489 1 1 489 1 723 1 1 490
Commercial 2632956 2712541 408336 767738
Commercial real estate 607810 1 6163524 731 291 6946853
Consumer real estate 1 031139 1 057 1 14 1 20822 1 087597
Consun1er and other 22516 2251 6 3376 25509
Total loans with a specific
valuation allowance 9835771 10026754 1 274483 8896303
2013
Average
Unpaid Investment
Recorded Principal Specific in Impaired
Balance Balance Allowance Loans
Loans Vithout a specific valuation
allovance
Commercial $ 40000 $ 70162 $ $ 70427
Total loans Vithout a specific
valuation allovance $ 40000 $ 70162 $ $ 70427
Loans vith a specific valuation allowance
Agricultural real estate 157108 38608 1 15681
Commercial 6897889 6980003 1 052013 5629646
Commercial real estate 1601 405 4180387 3 1 4645 5665262
Consumer real estate 1 3 1 3 2 1 6 1 349473 292836 1 247266
Total loans with a specific
valuation allowance 996961 8 12509863 1698102 12657855
Total
Agricultural real estate 157108 38608 1 1 5681
Commercial 6937889 7050165 1052013 5700073
Commercial real estate 1601405 4180387 3 1 4645 5665262
Consumer real estate 1313216 1 349473 292836 1 247266
Total impaired loans $ 1000961 8 $ 12580025 $ 1698102 $ 12728282
Interest
Income
Recognized
2558
747
32385
333654
40067
1863
4 1 1 274
Interest
Income
Recognized
$ 7747
$ 7747
321474
60279
58591
440344
329221
60279
58591
$ 448091
At December 3 1 2014 all impaired loans had a specific allowance for loan losses assigned
27
Interest
Income
Cash
Basis
4746
1515
39332
344178
5 1 977
2848
444596
Interest
Income
Cash
Basis
$ 2415
$ 2415
7337
10657
256840
60577
3354 1 1
7337
13072
256840
60577
$ 337826
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Conso l idated Financial Statements
December 3 1 20 1 4 and 2 0 1 3
At December 3 1 2014 and 2013 the Company had loans that were modified in troubled debt restructurings and impaired The modification of terms of such loans included one or a combination of the following an extension of maturity a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan
The following table presents information regarding troubled debt restructurings by class and type of concession for the years ended December 3 1 2014 and 2013
Concession - Extension of maturity Commercial Consumer real estate
Concession - Significant payment delay Commercial real estate
Concession - Extension of maturity Commercial
Concession - Significant payment delay Commercial
N umber of TD Rs
1
4
6
N u m ber of TD Rs
1
2
2014 Pre-Modification Post-M odification
Recorded Recorded Investment I nvestment
$ 17664 $ 17664 $ 25368 $ 25368
1293527 1293527
$ 1336559 $ 1336559
2013 Pre-Modification Post-Modification
Recorded Recorded Investment I nvestment
$ 121968 $ 121 968
731 1 5 73 1 15
$ 195083 $ 1 95083
For the years ended December 3 1 2014 and 2013 none of the Companys TDRs have defaulted subsequent to restructure where a default is defined as a delinquency of 90 days or more andor placement on nonaccrual status
28
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
N ote 5
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
Premises and E q u i pment
Major classifications of premises and equipment stated at cost are as follows
2014
Land $ 2972735 Buildings and improvements 1 6002147 Furnitmicrore and equipment 18267451 Construction in progress 2292904
39535237 Less accumulated depreciation 1 9732640
Net premises and equipment $ 19802597
N ote 6 Derivative F inancial Instruments
2013
$ 2648835 13644840 1 7594719
33888394 18138560
$ 15 749834
In the normal course of business the Company uses various derivative financial instruments to manage its interest rate risk and market risks in accommodating the needs of its customers These instruments cany varying degrees of credit interest rate and market or liquidity risks Derivative instruments are recognized as either assets or liabilities in the accompanying financial statements and are measured at fair value
Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge the change in the gain or loss on the derivative as well as the offsetting change in the gain or loss on the hedged item attributable to the hedged risk are recognized in current earnings
During the year ended December 3 1 2012 the Company entered into an agreement to issue a $5000000 certificate of deposit (CD) through a broker The tenn of the CD is 15 years and bears a rate of225 It is callable beginning on January 1 8 2013 and monthly thereafter Simultaneously the Company entered into an interest rate swap as a fair value hedge This swap has a notional amount of $5000000 and matures on January 18 2028 It is subject to call The Company receives fixed rate interest of225 while paying a floating rate of l month LillOR minus 20
29
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries Notes to Consolidated Financial Statem ents
Decem ber 3 1 2 0 1 4 and 2 0 1 3
The following table identifies the balance sheet category and presents the fair values of derivative instruments designated as fair value hedges as of December 3 1 2014 and 2013
Notional Balance Sheet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (175322) Other liabilities 011 82028
December 3 1 2013 Interest rate swap $ 5000000 $ (599974) Other liabilities 011 82028
The following tables present the effect of derivative instruments designated as fair value hedges on the statements of income for the years ended December 3 1 2014 and 2013
Fa i r Value Hedges
Interest rate swap
Cash Flow Hedges
Location of Gain (Loss)
Recognized in Income
Other Noninterest Income $
Amount of Gain (Loss)
Recognized in I ncome 2014 2013
(18196) $ 27550
The Company executed two forward-starting interest rate swap transactions on May 23 2013 One of the interest rate swap transactions has an effective date of May 23 2015 and an expiration date of May 26 2020 to effectively convert $5000000 of variable rate debt to fixed rate debt The other interest rate swap transaction has an effective date of May 23 2015 and an expiration date of May 24 2021 also to effectively convert $10000000 of variable rate debt to fixed rate debt For accounting purposes these swap transactions are designated as a cash flow hedge of the changes in cash flows attributable to changes in one-month LIBOR the benchmark interest rate being hedged associated with the interest payments made on the amount of the Banks debt p1incipal
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income net of income taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings
30
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2014 and 201 3
The following table identifies the balance sheet category and presents the fair valuesmiddot of derivative instruments designated as cash flow hedges as of December 3 1 2014 and 2013
2014 Notional Balance S heet
Amount Fair Valu e Location M aturity
December 3 1 2014 Interest rate swap $ 5000000 $ (90265) Other liabilities middot 05262020 Interest rate swap 10000000 (265665) Other liabilities 05242021
$ 15000000 $ (355929)
2013
Notional Balance Sheet
Amount Fair Val u e Location M aturity
December 3 1 2013 Interest rate swap $ 5000000 $ 137909 Othediabilities 05262020 Interest rate swap 10000000 350669 Other liabilities 05242021
$ 15000000 $ 488578
N ote 7 G oodwill
The changes in the carrying amount of goodwill for the years ended December 3 1 2014 and 2013 were
2014 2013 B alance as ofJanuary 1
Goodvill 19791321 1 976$321
Goodwill acquired during the year 64001 25000
B alance as of December 3 1 $ 19855322 $ l9791321
3 1
I
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
N ote 8
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
Decem ber 3 1 2 0 1 4 and 201 3
Interest-Beari n g Time Deposits
Interest-bearing time deposits in denominations of $ 100000 or more were $ 1 12709665 and $42902978 on December 31 2014 and 2013 respectively Time deposits include brokered deposits of $50055483 and $4753000 at December 3 1 2014 and 2013 respectively
At December 31 2014 the scheduled matmities of time deposits are as follows
2015 $ 14483083 1 2016 32838389 2017 3674206 2018 2441 696 2019 3261275 Thereafter 4433000
$ 191479397
N ote 9 Securities Sold U nder Ag reements to Rep u rchase
Securities sold under agreements to repurchase which are classified as secured borrowings generally mature within one to four days from the transaction date Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction The Company may be required to provide additional collateral based on the fair value of the underlying securities The obligations are secured by US government agency bonds and such collateral is held by N01ihwest Bank amp Trust Co as safekeeping agent The maximum amount of outstanding agreements at any month end during 2014 and 2013 totaled $3 1 538781 and $3 1333155 respectively and the daily average of such agreements totaled $28408404 and $27638934 for 2014 and 2013 respectively The agreements at December 3 1 2014 mature daily
32
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 0 Federal Home Loan Bank Advances
Advances from the Federal Home Loan Bank as of December 3 1 2014 and 2013 bear interest and are due as follows
Year ending December 3 1 2014 2015 201 6 2017 2018 2019 Thereafter
Total FHLB borrowings Less Deferred prepayment penalty on
modification ofFHLB advances
Total FHLB borrowings
Weighted
Average
Interest
Rate at Year End
NIA 044 217 217 275 1 60 1 37
2014
Balance Due
$ 52355406
3 63195 371155
10379290 5387603
25539635
94396284
(2921424)
$ 91474860
2013
Weighted
Average
Interest
Rate at Balance Year End Due
040 $ 3 0347783 066 15355406 2 17 3 63 195 217 371155 277 1 0379290 1 60 5387603 1 41 25539634
87744066
(3403844)
$ 84340222
The Federal Home Loan Bank advances are secured by Federal Home Loan Bank stock included in other investments on the consolidated balance sheet totaling $6104900 and $543 1 100 as of December 3 1 2014 and 2013 respectively Additionally qualifying consumer and agriculture mortgage loans of approximately $ 137669000 and $ 1 10805000 as of December 3 1 2014 and 2013 respectively are pledged as collateral on Federal Home Loan Bank advances Advances at interest rates from 30 to 304 are subject to restrictions or penalties in the event of prepayment
In the second quarter of2013 the Company repaid $27 million ofFHLB advances and replaced those advances with $27 million of new bonowings A $3685256 modification fee was association with the pay-off of the original FHLB advances which is being amortized as an adjustment of interest expense over the remaining tenn of the new FHLB advances This transaction reduced the effective interest rate as well as modified the maturity date on these bonowings
33
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
D ecember 3 1 2 0 1 4 and 2 0 1 3
N ote 1 1 Accumu lated Oth e r Com p rehensive Income
The following table summarizes the balances of each component of accumulated other comprehensive income (AOCI) included in stockholders equity at December 3 1 2014 and December 3 1 2013
2 0 1 4 2013
Net unrealized gain on available for sale securities $ 2838962 $ (896372) Net unrealized (loss) gain on derivatives used for cash flow hedges (355929) 488578 Tax Effect (926 1 71) 152 107
Net of Tax Amount $ 1556862 $ (255687)
Amounts reclassified from AOCI and affected line items in the statement of income during the years ended December 3 1 2014 and 2013 were as follows
Unrealized gains on available-for-sale securities
Tax Effect Total Reclassification out of OCI
Amounts reclassified from AOCI Years Ended December 31
2014
$ 637085 (237633)
$ 399452
2013 Affected line Item in the Statements of Income
$ (7 7 40) Non Interest Income ---2=887_Provision for Income Taxes (expense) benefit
$ (4853)
34
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and S ubsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 2 N otes Payable
Notes payable as of December 3 1 2014 and 2013 are as follows
2014
Note payable bank fixed 346 interest principal payments due semi-annually of$98958 plus interest with final payment due December 15 2015 collateralized by shares ofLincoln Savings B ank $ Note was paid in full in 2014
Note payable bank fixed 358 interest payments due quarterly of $ 19387 with final payment due July 3 1 2015 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 390 interest payments due quaiierly of $15195 with final payment due September 30 2016 collateralized by shares of the Company held by Lincoln Bancorp Employee Stock Ownership Trust Note was paid in full in 2014
Note payable bank fixed 325 interest interest payments due semiannually of $16205 with final principal and interest payment due December 29 2015 collateralized by shares of Lincoln Savings Bank (A) 2000000
Line of credit bank variable (WSJ Prime Rate) 325 interest interest payments due quarterly of $24308 with final principal and interest payment due December 29 2015 collateralized by shares ofLincon Savings Bank (A) 3000000
$ 5000000
2 0 1 3
$ 1 385417
522002
490059
$ 2397478
(A) The Company has a credit agreement with this note holder that contains various covenants These covenants primarily consist of capital to asset ratio return on assets ratio and restrictions on the payment of dividends
35
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 3 J unior Subordinated Debentu res
Junior subordinated debentures are due to Lincoln Bancorp Capital Trust II a 100-owned nonconsolidated subsidiary of the Company The debentures were issued on June 21 2007 in conjunction with the Trusts issuance of9000000 shares of Company Obligated Mandatorily Redeemable Preferred Securities The debentures bear the same interest rate and terms as the preferred securities The preferred securities provide for cumulative cash distributions calculated at a rate equal to the 3-month Lill OR rate of interest plus one hundred forty-four (144) basis points (168 at December 3 1 2014) The maximum rate of interest payable will be no higher than that allowed by New York state law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond September 15 2037 At the end of the deferral period all accumulated and unpaid distributions will be paid The securities will be redeemed no later than September 15 2037 The securities will be redeemed at par value Holders of the securities have no voting rights are unsecured and rank junior in priority of payments to all of the Companys indebtedness and senior to the Companys capital stock The debentures are included on the balance sheets as liabilities however for regulatory purposes are allowed in the calculation of Tier 1 Capital as of December 3 1 2014 and 2013 subject to certain limitations
N ote 1 4 Income Taxes
The provision for income taxes includes these components
201 4 20 1 3
Taxes currently payable $ 2124442 $ 1217196
Deferred income taxes 30992 134720
Income tax expense (credit) $ 2155434 $ 1 351 916
36
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries Notes to Consol idated Financial Statements
D ecember 3 1 2 0 1 4 and 201 3
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below
2 0 1 4 201 3
Computed at the statutory rate (34) $ 2772723 $ 2 106659
Increase (decrease) resulting from
Tax-exempt income (608085) (641729) State income taxes net 275430 1 85567
Interest expense limitation 26839 37446
Key person life insurance (143490) (125150) ESOP dividends (86414) (75959) Low-income housing credit (79365) (79365) Other net (2204) (55553)
Actual tax expense (credit) $ 2155434 $ 1 35 1 9 1 6
The tax effects o f temporary differences related to deferred taxes shown on the consolidated balance sheets were
20 1 4 201 3
Deferred tax assets
Allowance for loan losses $ 2405913 $ 2097672
Deferred compensation 1 439708 1 268922
Other 161 216 121098
Unrealized losses on available-for-sale securities 334347
Unrealized losses on derivative transactions 1 19506
4 126343 3822039
Deferred tax liabilities
Property and equipment 1 160048 1 107291
Prepaid expenses 235740 210568
Deferred loan fees 80652 100746
Goodvvill 3127366 2823561
Unrealized gains on available-for-sale securities 1 045678
Unrealized gains on derivative transactions 1 82240
5649484 4424406
Net deferred tax liability $ (1 523141) $ (602367)
37
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries Notes to Conso l idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
N ote 1 5 Reg u l atory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that if undertaken could have a direct material effect on the Companys and the Banks financial statements Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices The capital amounts and classification are also subject to qualitative judgments by the regulators about components risk weightings and other factors Fmihermore the Company and Banks regulators could require adjustments to regulatory capital not reflected in these financial statements
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined) Management believes as of December 3 1 2014 and 2013 that the Company and the Bank meet all capital adequacy requirements to which they are subject
As of December 3 1 2014 the most recent notification from FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action To be categorized as wellshycapitalized the Bank must maintain capital ratios as set forth in the table There are no conditions or events since that notification that management believes have changed the Banks category
38
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Consol idated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
The Companys and the Banks actual capital amounts and ratios are also presented in the following table
Min imum to Be Wel l
Capitalized U nder Min imum Capital P rompt Corrective
Actual Requirement Action Provisions Amount Ratio Amount Ratio Amount Ratio
As of December 3 1 2014 Total Capital
(to Risk-Weighted Assets) Consolidated $ 60 101 92 $ 52503 80 NIA NIA Lincoln Savings Bank 65137 102 51 3 1 1 80 $ 64139 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 53651 82 26252 40 NIA NIA Lincoln Savings Bank 58687 92 25656 40 38483 60
Tier I Capital (to Average Assets)
Consolidated 53651 68 3 1 445 40 NIA NIA Lincoln Savings Bank 58687 76 30829 40 38536 50
As of December 3 1 2013 Total Capital
(to Risk-Weighted Assets) Consolidated $ 54527 109 $ 40 143 80 NIA NIA Lincoln Savings Bank 5623 1 1 1 5 38971 80 $ 48714 1 00
Tier I Capital (to Risk-Weighted Assets)
Consolidated 48903 98 20071 40 NIA NIA Lincoln Savings Bank 50607 1 04 19486 40 29228 60
Tier I Capital (to Average Assets)
Consolidated 48903 74 26422 40 NIA NIA Lincoln Savings Bank 50607 78 25913 40 32391 50
The Company and Bank are subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval They may not pay dividends which would reduce capital below the minimum requirements shown above
39
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated F i n a n cial Statements
December 3 1 2 0 1 4 a n d 20 1 3
N ote 1 6 Related Party Transactions
At December 3 1 2014 and 2013 the Bank had loans outstanding to employees principal officers and directors and their affiliates in the amount of$7910124 and $4070 153 respectively During the year ended December 3 1 2014 and 2013 respectively total principal additions were $7 1 1 6463 and $4418169 and total principal payments were $3276492 and $3998262
In managements opinion such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons Further in managements opinion these loans did not involve more than nonnal risk of collectability or present other unfavorable features
Deposits from related parties held by the Bank at December 3 1 2014 and 2013 totaled $ 193 1 6559 and $ 1 8386240 respectively
N ote 1 7 E m p l oyee Benefit P lans
The Company has an employee stock ownership plan (the Plan) and a related trust to provide retirement benefits to its employees
In 2007 the Plan borrowed $291 666 from the Company to purchase shares of Lincoln Bancorp stock from teiminated plan participants This loan matures December 25 2017 and bears an interest rate of 475 The loan is collateralized by 838068 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 100405 and $130834 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2008 the Plan borrowed $163040 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures September 15 201 8 and bears an interest rate of 475 The loan is collateralized by 465329 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $67472 and $84340 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2009 the Plan borrowed $738500 from a commercial bank to purchase 2 1 1 shares of Lincoln Bancorp stock Total borrowings on this note payable were $0 and $522002 as of December 3 1 2014 and 2013 respectively This loan matured July 3 1 2012 bearing an interest rate of 495 and was refinanced with an interest rate of358 and new maturity date of July 3 1 2015 This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 2013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2010 the Plan borrowed $21 1 990 from the Company to purchase shares of Lincoln Bancorp stock from te1minated participants This loan matures September 30 2020 and bears an interest rate of 475 The loan is collateralized by 597082 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $ 134 154 and $153729 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
40
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries Notes to Consol i dated Financial Statements
D ecember 3 1 20 1 4 a n d 201 3
In 201 1 the Plan borrowed $579501 from the Company to purchase shares of Lincoln Bancorp stock from tenninated participants This loan matures September 21 2021 and bears an interest rate of 475 The loan is collateralized by 1 59 7404 shares of Lincoln Bancorp stock The loan balance at December 31 2014 and 2013 was $420235 and $471868 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2013 the Plan borrowed $500000 from a commercial bank to purchase shares of Lincoln Bancorp stock Total bo1rowings on this note payable were $0 and $490059 as of December 3 1 2014 and 2013 respectively This loan was paid off as of December 3 1 2014 The borrowings are described in Note 11 The note balances at December 3 1 2014 and 12013 have been reflected in the accompanying consolidated balance sheets as notes payable by the same amount
In 2014 the Plan borrowed $874198 from the Company to purchase shares of Lincoln Bancorp stock from terminated participants This loan matures June 29 2024 and bears an interest rate of 3 90 The loan is collateralized by 214 153 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $855667 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 20 14 the Plan b01rowed $921 132 from the Company to pay off notes to a commercial bank This loan matures December 3 0 2024 and bears an interest rate of 3 25 The loan is collateralized by 2544947 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $906019 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
In 2014 the Plan borrowed $600000 from the Company to purchase shares ofLincoln Bancorp stock This loan matures December 30 2044 and bears an interest rate of 325 The loan is collateralized by 1469825 shares of Lincoln Bancorp stock The loan balance at December 3 1 2014 and 2013 was $600000 and $0 respectively The loan balance is reflected in the accompanying consolidated balance sheet as unearned ESOP shares
The Company makes annual contributions to the ESOP equal to the ESOPs debt service less dividends received by the ESOP All dividends received by the ESOP are used for debt service Company contributions to the Plan are allocated based on the participant compensation in relation to total compensation for all participants Forfeited balances of terminated pa1iicipants nonvested account balance may be used to reinstate previously forfeited account balances of former participants satisfy any contribution that may be required or pay any administrative expenses of the Plan with any remaining forfeitures allocated among the participant accounts in a similar manner as employer contributions The Plan follows a vesting schedule with paiiicipants being fully vested in their account balance after six years The Bank contributed $579314 and $532248 to the trust for the years ended December 3 1 2014 and 2013 respectively
In the event a terminated plan participant desires to sell his or her shares of the Companys stock or for certain employees who elect to diversify their account balances the Company may be required to purchase the shares from the participant at their fair market value During the years ended December 3 1 2014 and 2013 the Company purchased no shares from the Plan The fair value of ESOP shares is based on an independent ammal appraisal This contingent repurchase liability totaled approximately $ 1 1 367300 and $10356000 at December 3 1 2014 and 2013 respectively
4 1
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Conso l i d ated F i nancial Statem ents
December 3 1 2 0 1 4 a n d 2 0 1 3
Shares of common stock held by the ESOP at December 3 1 2014 and 2013 are as follows
Allocated shares
Shares released for allocation
Unreleased (unearned) shares
Ending ESOP shares
Approximate fair value of unreleased (unearned shares) $
2014
2575
75
759
3409
3098238
20 1 3
2648
56
473
3 177
$ 1 8 1 1 590
The Bank and the Company have also entered into supplemental income and defened compensation agreements with some of its directors and key executives which provide for an annual retirement benefit commencing at age 65 The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in accrued expenses and other liabilities At December 3 1 2014 and 2013 $4019960 and $3714274 respectively has been accrued under these agreements Expense attributable to these agreements totaled $393295 and $304340 for the years ended December 3 1 2014 and 2013 respectively Payments totaled $ 1 0200 and $12900 for the years ended December 3 1 2014 and 2013 respectively
N ote 1 8 Disclosures About Fair Val u e of Assets a n d Liabi l ities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs There is a hierarchy of three levels of inputs that may be used to measure fair value
Level 1 Quoted pdces in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 pdces such as quoted pdces for similar assets or liabilities quoted pdces in markets that are not active or other inputs that are observable or can be conoborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
42
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Consol i d ated Financial Statements
December 3 1 2 0 1 4 and 2 0 1 3
Recurring Measurements
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 201 3
US government agencies Collateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivision Interest rate swap liability
US government agencies Colateralized mortgage
obligations Government-sponsored
mortgage-backed securities State and political subdivisions Interest rate swap asset Interest rate swap liability
Fair Value
$ 24578999
85 1 1 983
26022339 68464005
(53 125 1)
Fair Value
$ 25804500
941871 1
40582910 72988946
488578 (599974)
$
$
2014 Fair Value Measurements Using
Quoted
Prices in
Active Significant
M arkets for Other Significant Identical Observable Unobservable
Assets Inputs Inputs (Level 1 ) (Level 2) (Level 3)
$ 24578999 $
851 1983
26022339 68464005
(53 1251)
2013 Fair Value M easurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
43
Significant
Other
Observable
Inputs (Level 2)
$ 25804500
94187 1 1
40582910 72988946
488578 (599974)
$
Sign ificant
Unobservable
I n puts (Level 3)
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Consol i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Following is a description of the valuation methodologies and inputs used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying balance sheets as well as the general classification of such assets pursuant to the valuation hierarchy There have been no significant changes in the valuation techniques dming the year ended December 3 1 2014 For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Available-for-Sale Securities
Where quoted market prices are available in an active market securities are classified within Level 1 of the valuation hierarchy If quoted market prices are not available then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models the inputs of which are market-based or independently sourced market parameters including but not limited to yield curves interest rates volatilities prepayments defaults cumulative loss projections and cash flows Such securities are classified in Level 2 of the valuation hierarchy In certain cases where Level 1 or Level 2 inputs are not available secmities are classified within Level 3 of the hierarchy
Interest Rate Swap Agreements
The fair value is estimated using fo1ward-looking interest rate curves and is calculated using discounted cash flows that are observable or that can be c01Toborated by observable market data and therefore are classified within Level 2 of the valuation hierarchy
Nonrecurring Measurements
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 3 1 2014 and 2013
Fair Valu e
Impaired loans $ 8561288 $
Fair Value Measurements Using
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
44
$
Significant
Other
Observable I nputs
(Level 2)
2013
$
Significant
Unobservable I n p uts
Level 3)
8561288
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Consol id ated F i nancial Statem ents
December 3 1 2 0 1 4 and 201 3
Fair Value M easu rements U sing
Fair Value
Impaired loans $ 83 1 1516 $
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1 )
$
Significant
Other
Observable
I nputs (Level 2)
$
Significant
U nobservable
Inputs (Level 3)
83 1 1516
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecuning basis and recognized in the accompanying balance sheet as well as the general classification of such assets pursuant to the valuation hierarchy For assets classified within Level 3 of the fair value hierarchy the process used to develop the reported fair value is described below
Collateral-Dependent Impaired Loans Net of Allowance for Loan Losses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral less estimated cost to sell Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy
The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to b e collateralshydependent and subsequently as deemed necessary by management Appraisals are reviewed for accuracy and consistency by management Appraisers are selected from the list of approved appraisers maintained by management The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral These discounts and estimates are developed by management by comparison to historical results
45
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i n ancial Stateme nts
December 3 1 2 0 1 4 and 2 0 1 3
Fair Value of Financial Instruments
The following table presents estimated fair values of the Companys financial instruments at December 3 1 2014 and 2013
2014 2013 Carrying Carrying
Amount Fair Value Amount Fair Val u e
Financial Assets Cash and cash equivalents $ 1 649935 1 $ 1 6499351 $ 14900983 $ 14900983 Other investments 6589908 6589908 5916096 59 1 6096 Loans held for sale 7912120 7912120 6402107 6402 107 Loans net of allowance
for losses 597 1788 15 595227712 464554994 464598495 Interest receivable 5076794 5076794 4700657 4700657
Financial Liabilities Deposits 606967372 606667 121 499015 13 1 499262891 Federal funds purchased 4442000 4442000 Securities sold under agreements
to repurchase 2858253 1 2858253 1 3 1 333154 3 1 333154 Federal Home Loan Bank
advances 91 474860 94822734 84340222 86615922 Notes payable 5000000 5000000 2397478 23 89712 Junior subordinated debentures 9279000 9279000 9279000 9279000 Interest payable 208638 208638 170928 1 70928 Off-balance sheet instruments
Loan commitments Standby letters of credit
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value
Cash and Cash Equivalents
The carrying amount approximates fair value
Loans Held For Sale
The carrying amount approximates fair value due to the insignificant time between origination and middot date of sale The carrying amount is the amount funded and accrned interest
46
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Loans
Lincoln Bancorp and Subsidiaries N otes to Consol idated F i nancial Statements
D ecember 3 1 2 0 1 4 a n d 2 0 1 3
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities The market rates used are based on current rates the Bank wonld impose for similar loans and reflect a market participant assumption about risks associated with nonperfonnance illiquidity and the structure and term of the loans along with local economic and market conditions
Interest Receivable and Payable
The carrying amount approximates fair value The canying amount is determined using the interest rate balance and last payment date
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities The estimated fair value of demand NOW savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date
Repurchase Agreements and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments
Federal Home Loan Bank Advances and Other Debt
Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities
Commitments to Originate Loans and Letters of Credit
The fair value of commitments to originate loans is estimated using the fees cuffently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditvorthiness of the counterparties For fixed rate loan commitments fair value also considers the difference betveen current levels of interest rates and the committed rates
The fair values of letters of credit are based on fees currently charged for similar agreements or on the estimated cost to tenninate or otherwise settle the obligations with the counterpaiiies at the reporting date The fair values of commitments to originate loans and letters of credit is not presented because the amounts are not deemed significant
4 7
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp and Subsidiaries N otes to Consol idated F inancial Statements
December 3 1 2 0 1 4 and 20 1 3
N ote 1 9 S i g n ificant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations Estimates related to the allowance for loan losses are reflected in the footnote regarding loans Cunent vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit iisk
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position results of operations and cash flows of the Company
N ote 2 0 Comm itments a n d Credit Risk
Commitments to Originate Loans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee Since a portion of the commitments may expire without being drawn upon the total commitment amounts do not necessarily represent future cash requirements Each customers creditw01ihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on managements credit evaluation of the counterparty Collateral held varies but may include accounts receivable inventory property plant and equipment commercial real estate and residential real estate
At December 3 1 2014 and 2013 the Company had outstanding commitments to originate loans aggregating $ 1 0891 971 and $6414935 respectively
Standby Letters of Credit
Standby letters of credit are inevocable conditional commitments issued by the Bank to guarantee the perfom1ance of a customer to a third party Financial standby letters of credit are primarily issued to support public and private bonowing anangements including co1runercial paper bond financing and similar transactions Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers Should the Bank be obligated to perform under the standby letters of credit the Bank may seek recourse from the customer for reimbursement of amounts paid
The Bank had total outstanding standby letters of credit amounting to $ 1691 553 and $2072766 at December 3 1 2014 and 2013 respectively with terms ranging from less than one to nine years
48
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lines of Credit
Lincoln Bancorp and Subsidiaries N otes to Conso l i dated F i nancial Statements
December 3 1 2 0 1 4 a n d 2 0 1 3
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract Lines of credit generally have fixed expiration dates S ince a p ortion of the line may expire w ithout being drawn upon the total unused lines do not necessarily represent future cash requirements Each customers creditw mihiness is evaluated on a case-by-case basis The amount of collateral obtained if deemed necessary is based on management s cred it evaluation of the c ounterparty Collateral held varies but may include accounts receivable invento1y property plant and equipment commercial real estate and residential real estate Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments
At December 3 1 2014 and 2013 the Bank had granted unused lines of credit to b onowers aggregating $ 1 19824827 and $ 1 1 0653466 respectively for c onnnercial lines-of-credit revolving credit l ines and overdraft protection agreements
Concentrations of Credit Risk
Substantially all of the Banks loans and c ommitments to extend credit have been granted to customers in the Bank s market area A sigoificant portion of the Banks loan pmifolio c onsists ofloans to fanners companies involved in agiibnsiness and l oans to finance the construction and development of real estate The Banks lending poJicies for agriculture and nonagiicultural customers require loans that are well collateralized and supported by cash flows Credit l osses from loans related to the agricultural economy are consistent w ith credit l osses experienced in the loan portfolio as a whole The amount of collateral obtained on loans made by the Bank is based on management s credit evaluation of the bonower Collateral held varies but may include acc ounts receivable inventory crops equipment livestock real estate and other income-producing prope1iies
The nature of the Banks business requires that it maintain amounts due from banks which at times may exceed federally insured limits In the opinion of management no material risk ofoss exists due to the institutions financial condition and the fact they are well capitalized
N ote 2 1 S u bsequent Event
Subsequent events Iiave been evaluated through the date of the Independent Auditors Report which is the date the financial _ statements were available to be issued
49
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Lincoln Bancorp O rganization Cha rt
100
Lincoln Sagtings Bank (Bani Subsidiary) middot
Incorporated i n Iowa Cedar Falls IA
100
LSB Fin ancial Services Inc (Subsidiary)
])1 corp rated i n Iowa Rei n beck IA
Lincoln Bancorp (Holding Company)
Incorporated in Iowa Reinbeck IA
I
100
Lincoln Bancoi(p Capital Trut lI
(Subsidiary Incorporated in fowa
Reinbeck IA 1H 1 if
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
Resulb A list of branches for your depository lnsltution UNCOlN SAVINGS BANK (ID_RSSD 589943) This depository nsttwUon Is held by UNCOLN BANCORP 1210169) of REINBECK II The data are as of12312014 Data reflects Information th al was received and processed through 0107201S
Recondlfatlon and Verlflcaton Steps 1 hi the Data Action column of each branch row enter one or more of the actions spedfled below 2 If iequlred enter the date ln the Electlve Date column
Actlom OK If the branch Information Is correct enter OK In the Data Action column Change lf the branch nformatfon Is Incorrect or Incomplete revise the data enterChange In the Data Action column and the dale when this lnfo1matlon first became vaUd In the Effective Date column
Close If a branch Isled was sold or dosed enter Clou in the Data Actlora coumn and the sale or closure date hi the Effective Date column Delete lf a branch listed was never owned by this depasltorylnstltutlon enter Delete In lhe 0ta Action column Add lf a reportable branch is missing Insert a 1ow add the branch dla and enter Add In the Data Action column and the opening or acquisition date Jn the Effective Date column
If printing this list you may need to adjust your page setup In MS Excel T1y using landscape orlentaUon page scaUng andor legal sized paper
Submission Procedure When you are finished send a saved copy to your FRS contacL See the detailed lnstructloM on thli site for more Information If you are emiddotmalling this to your FRB contact put your Institution name city and stale In the subject line of the e-mail
Note To salsfy the FR YmiddotlO reporting requirements you must also submit fR YmiddotlO Domestic Branch Schedules for each branch with a Data Action of Change Close Delete or Add The FR )-10 report may be submitted ln a hard copy format or via the FR YmiddotlO Onllne applicaUon bull httpsylDonlnefederareservegov
bull FDIC UNJNUM Offlce Number and ID_RSSD columns are for refeience only Verification of these vaues ls llOI required
Data Action Effective Date Brandi Service Tyoe BranchlD_RssDbull PopuarName Street Address Ctv State Zip Code OK Full Service Head Office) 589943 llNCOlN SAVINGS BANK 301 WASHINGTON STREET CEDAR FAUS IA S0613 OK Full Service 4467692 ADEL OFFICE 805 MAINSlREET ADEL IA S0003 OK Full Service 210S123 AlllSON BRANCH 402 NORTH MAIN STREET AlUSON IA 50602 OK Fu115ervlce 821241 APUNGTON BRANCH 932 PARROITSTREET APLINGTON IA S0604
OK FulServke 3520152 VIKING ROAD BRANCH 22S VIKING ROAD CEDAR fALlS IA 50613
OK FutlService 446S429 CLIVE OFFICE 13523 UNIVERSITY AVE CllVE IA 50325 OK Full Service 534544 GARWIN OFFICE 237 MAIN STREET GARWIN IA S0632 OK Full Service 782744 GREENE BRANCH 1 1 1 EASTTRAER GREENE IA 50636 OK run Service 243973 GRINNELL BRANCH 102S MAN STREET GRNNEtl IA 50112 OK FuServlce 3520198 HUDSON BRANCH 200 ELDORA ROAD HUDSON IA 50643
OK FuServlce 2073969 UNCOLN BRANCH 109 NORTH MAIN STREET LINCOLN IA 50652
OK FuUServle 715041 121 CEDARSlREET OFFICE 121 CEDAR STREET NASHUA IA 50658
OK Full Service 3534S97 REINBECK BRANCH SOS MAIN STREET REINBECK IA 50669 OK FullServke 3520170 TAMA BRANCH 214 WEST 4TH STREET TAMA IA S2339
OK Full Service 3S20219 TOWER PARK BRANCH 242 TOWER PARK DRIVE WATERLOO IA S0701
OK FullServke 3956573 WAVERLY BRANCH 1810 4THSTREET SW SUITE lOS WAVERLY IA S0677 -middot -
County BLACKHAWK DAUAS BUTLER BUTLER BLACKHAWK POlK TAMA BUTLER POWESHEK BLACKHAWK TAMA CHICKASAW GRUNDY TAMA BLACKHAWK BREMER
Countrv UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNIIED 5TATES UNlIED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES middot-middot -
FDIC UNJNUM Office Numberbull Head Office Head Office JO RSSD Comments 8872 O LINCOLN SAVINGS SANK $89943
Not Required Not Required llNCOlNSAVINGS BANK 589943 6716 3 LINCOLN SAVINGS BANK 589943
11249 4 LINCOLN SAVINGS SANK 589943 423193 13 llNCOLNSAVINGS BANK 589943
Not Required Not Required llNCOLNSAVING5 BANK 589943 853S 6 llNCOLNSAVINGS SANK S89943
112SO 7 UNCOLNSAVINGS BANK S89943 4881S9 lS UNCOLNSAVJNGS BANK 589943
8063 10 UNCOLNSAVINGS BANK 589943 231163 2 UNCOLNSAVINGS BANK 589943
9029 8 LINCOLN SAVINGS SANK 589943 231164 9 LINCOLN SAVINGS BANK S89943 181402 14 LINCOLN SAVINGS BANK SB9943 363S34 12 llNCOlN SAVINGS BANK S89943 494347 17 UNCOlN SAVINGS BANK 589943
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
R eport It 3 S em T H Id ecuri 1es 0 ers
FR Y-6
Lincoln Bancorp Cedar Falls Iowa
Fiscal Year Ending December 31 2014
Current Securities Holders with ownership control or holdings of 5 Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had
or more with power to vote as of fiscal year ending 123 1 1 4 ownership control or holdings o f 5 or more with power t o vote
during the fiscal year ending 12311 4
( 1 )(a) (1 )(b) (1 )(c) (2)(a) (2)(b) (2)(c) Number and N u m ber and
Country of Percentage of Each Country of Percentage of Each
Name amp Address (City Citizenship or Class of Voting Name amp Address Citizenship or Class of Voting
State Country) Incorporation Securities (City State Country) Incorporation Securities
Lincoln Bancorp USA 3409 shares NIA Employee Stock 2208 of common Ownership Trust stock
Reinbeck IAUSA Trustees Steve Tscherter
Clem Havlik Emily Girsch James Schneider Note The shares owned by the ESOT are voted by the trustees Peterson Contractors USA 2397 shares
Inc 1 553 of common
Reinbeck IAUSA stock
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
1) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company
Milt Dakovich Waterloo IowaUSA Construction Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses)
Director Lincoln Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Fiancial Services President amp Inc Director Aspro Inc
4Hal (4)(b) (4)(cl
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Secu rities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held)
305 shares 1 98 of all common stock outstandinq None None
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
1 ) 2) 13lal
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Companv Companv Steve Tscherter Retired Bank Director Reinbeck IowaUSA President
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) (3lcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Trustee Lincoln Savings Bank Bancorp retirement Director Lincoln plans Bancorp Capital Trust I I Director LSB Financial Services Inc
(4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Companv of subsidiaries) held)
None None
30 shares 19 of all common stock outstandino
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
( 1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Companv Company Cordell Peterson President Peterson Vice Chairman Reinbeck IAUSA Construction and Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (inc lude names of (include names of subsidiaries) other businesses)
Trustee Lincoln Bancorp retirement plans Peterson Contractors Inc amp Subsidiaries
Vice-Chairman and Reinbeck Motors Director Lincoln Company Inc Savings Bank Petcor NA Director Lincoln Buena Vista Bancorp Capital University Trust 1 1 South Waterloo Director LSB Development Fiancial Services Corporation Inc
4)a) 4)b) 4)(c)
List names of other companies ( includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding (inc lude names voting securities Company of subsidiaries) held)
None Peterson Contractors Inc 50 of all voting stock
1 7 1 Shares 1 1 1 of all common stock outstandina
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
1) 2) (3)a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Hold ing with Holding Countrv) Companv Companv James Schneider Grain and livestock Secretary and Reinbeck IAUSA farmer Director
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Cold Farms Inc (a Secretary Lincoln family farming Savings Bank business) President Director Lincoln and Director Bancorp Capital Cold-Dale (a family Trust 1 1 farming business) Director LSB President and Financial Services Director Inc Trustee Lincoln
Bancorp retirement plans
4)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 1 1 3 Shares None Cold Farms Inc 73 of all 62 of all stock common stock Cold-Dale Farms outstanding 3333 (13 interest
in partnership)
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Country) Company Company Emily Girsch Cedar Executive Vice Vice President Falls IAUSA PresidenUChief and Treasurer
Financial OfficerController Lincoln Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Executive Vice Trustee Lincoln President Lincoln Bancorp retirement Savings Bank plans Vice President Lincoln Bancorp Capital Trust I I Vice President LSB Financial Services Inc
4)(a) (4)(b) 4Hcl
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 0 Shares None None 0 of all common stock outstanding
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
1 ) 2) (3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrv) Company Company Clement Havlik Retired former Director and Elma IAUSA President and CFO Chariman
Professional Office Services Inc
Richard Rickert Agriculture Director Traer IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of ( include names of subsidiaries) other businesses) Director and Trustee Lincoln Chairman Lincoln Bancorp retirement Savings Bank plans Director Lincoln Bancorp Capital Trust 1 1 Director LSB Financial Services Inc
Director Lincoln Director Tama Co Savings Bank Mutual Ins Co Director Lincoln Bancorp Capital Trust I I Director LS B Financial Services Inc
14)(a) (4)(b) 4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Com pany of subsidiaries) held) 175 shares None None 1 1 3 of all common stock outstanding
45 Shares None None 29 of all common stock outstanding
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
1) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with H olding with Holding Countrv) Company Company Steven Brouwer Retired former Director Aplington IAUSA Medical Sales
Manger Kodak Company and Grain Farmer
Jeff Dralle Greene Small Business Director IAUSA Owner - retail
department store
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 2014
(3)(b) 3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln None Savings Bank Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
Director Lincoln Oralles Department Savings Bank Store Inc Director Lincoln Bancorp Capital Trust I I Director LSB Financial Services Inc
4)(a) 4)(b) (4)(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of i n Holding ( include names voting securities Company of subsidiaries) held) 90 shares None None 58 of all common stock outstanding
45 Shares None Oralles Department 29 of all Store 30 of all common stock stock outstanding
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
1) (2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Erik Skovgard CEOPresident President and Reinbeck IAUSA Lincoln Savings Director
Bank and President LSB Financial Inc
Dana Uhlenhopp Executive Vice Vice President Allison IAUSA President Lincoln
Savings Bank
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 31 201 4
(3)(b) (3)(c)
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries other businesses) CEOPresident and None Director Lincoln Savings Bank President Lincoln Bancorp Capital Trust II President LSB Financial Inc
Executive Vice None President Lincoln Savings Bank
4(a 4(b (4(c)
List names of other companies (includes partnerships) if 25 or more of voting securities are held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding ( include names voting securities Company of subsidiaries) held) 25 shares None None 1 6 of all common stock outstanding
5 shares None 03 of all common stock outstanding
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-
(1 ) 2) 3)(a)
Principal Names amp Address Occupation if other Title amp Position (City State than with Holding with Holding Countrvl Company Company Michael Peterson Assistant Tresurer Director Reinbeck IAUSA and Director
Reinbeck Motors Co Inc
Lincoln Bancorp NA NA Employee Stock Ownership Trust Reinbeck IAUSA
Peterson NA NA Contractors Inc Reinbeck IAUSA
FR Y-6
Lincoln Bancorp Reinbeck IA
Fiscal Year Ending December 3 1 2014
3)(b) 3Hcl
Title amp Position Title amp Position with Other with Subsidiaries Businesses (include names of (include names of subsidiaries) other businesses) Director Lincoln Director Peterson Savings Bank Contractors Inc Director Lincoln Director Reinbeck Bancorp Capital Motors Co Inc Trust I I Director PetCor NA Director LSB Corp Fiancial Services Inc
NA NA
NA NA
4)(a) (4)(b) 4)(c)
List names of other companies (i ncludes partnerships) if 25 or more of voting securities a re held
Percentage of (List names of Percentage of Voting Securities companies and Voting Securities in Subsidiaries percentage of in Holding (include names voting securities Company of subsidiaries) held) 14 shares None Foundation Services 09 of all Corporation 25 common stock TM2 LLC 25 outstanding
3409 shares None None 2208 of all common stock outstanding
2397 shares None None 1 553 of all common stock outstanding
- FR Y-6 Cover Page
- Report Item 1 Annual Report to Shareholders
- Report Item 2a Organization Chart
- Report Item 2b Domestic Branch Listing
- Report Item 3 Securities Holders
- Report Item 4 Insiders
-