UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2011
Or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission File Number 000-09424
FIRST M&F CORPORATION
(Exact name of registrant as specified in its charter)
MISSISSIPPI | 64-0636653 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
134 West Washington Street, Kosciusko, Mississippi | 39090 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: 662-289-5121
Securities registered under Section 12(b) of the Act:
Common Stock, $5 par value | The NASDAQ Stock Market LLC | |
(Title of each class) | (Name of each exchange on which registered) | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes x No
Based on the closing sale price for shares on June 30, 2011, the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was $28,316,770.
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.
Common stock, $5 par value | 9,154,936 Shares | |
Title of Class | Shares Outstanding at January 31, 2012 | |
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement dated March 14, 2012, are incorporated by reference into Part III of the Form 10-K report.
FIRST M&F CORPORATION AND SUBSIDIARY
EXPLANATORY NOTE
First M&F Corporation (the "Company") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the "Original 10-K"), which was filed on March 14, 2012. This Amendment is being filed solely to remove certain extraneous figures inadvertently included in the Consolidated Statements of Operations in the Original 10-K.
Except for the foregoing, the Original 10-K remains unchanged; furthermore, nothing contained in this Amendment No. 1 reflects events occurring after the date on which the Company filed the Original 10-K.
FIRST M&F CORPORATION AND SUBSIDIARY
CROSS REFERENCE INDEX
Page | ||||
PART II | ||||
Item 8 | Financial Statements and Supplementary Data | |||
Consolidated Statements of Operations | 1 | |||
SIGNATURES | 2 | |||
FIRST M&F CORPORATION AND SUBSIDIARY
Consolidated Statements of Operations
Years Ended December 31, 2011, 2010 and 2009
(In Thousands, Except Share Data)
2011 | 2010 | 2009 | |||||||||
Interest income: | |||||||||||
Interest and fees on loans | $ | 60,201 | $ | 62,070 | $ | 66,782 | |||||
Interest on loans held for sale | 275 | 232 | 278 | ||||||||
Taxable investments | 6,745 | 7,616 | 9,531 | ||||||||
Tax-exempt investments | 1,252 | 1,549 | 2,105 | ||||||||
Federal funds sold | 63 | 82 | 95 | ||||||||
Interest-bearing bank balances | 179 | 143 | 42 | ||||||||
Total interest income | 68,715 | 71,692 | 78,833 | ||||||||
Interest expense: | |||||||||||
Deposits | 13,501 | 18,809 | 23,701 | ||||||||
Fed funds purchased and repurchase agreements | 36 | 66 | 97 | ||||||||
Other borrowings | 1,979 | 3,024 | 5,449 | ||||||||
Junior subordinated debt | 1,335 | 1,992 | 1,992 | ||||||||
Total interest expense | 16,851 | 23,891 | 31,239 | ||||||||
Net interest income | 51,864 | 47,801 | 47,594 | ||||||||
Provision for loan losses | 9,720 | 9,220 | 49,601 | ||||||||
Net interest income (expense) after provision for loan losses | 42,144 | 38,581 | (2,007 | ) | |||||||
Noninterest income: | |||||||||||
Deposit account income | 10,293 | 10,221 | 10,976 | ||||||||
Mortgage banking income | 1,821 | 1,581 | 1,823 | ||||||||
Agency commission income | 3,636 | 3,809 | 3,881 | ||||||||
Trust and brokerage income | 584 | 526 | 489 | ||||||||
Bank owned life insurance income | 638 | 667 | 762 | ||||||||
Other income | 2,464 | 1,865 | 2,412 | ||||||||
Securities gains, net | 2,769 | 2,255 | 456 | ||||||||
Total investment other-than-temporary impairment losses | (368 | ) | (435 | ) | (3,527 | ) | |||||
Portion of loss recognized in (reclassified from) other comprehensive income (before taxes) | (263 | ) | 32 | 2,698 | |||||||
Net investment impairment losses recognized | (631 | ) | (403 | ) | (829 | ) | |||||
Total noninterest income | 21,574 | 20,521 | 19,970 | ||||||||
Noninterest expenses: | |||||||||||
Salaries and employee benefits | 28,469 | 27,303 | 28,314 | ||||||||
Net occupancy expenses | 3,935 | 3,937 | 4,614 | ||||||||
Equipment expenses | 1,871 | 2,382 | 2,877 | ||||||||
Software and processing expenses | 1,540 | 1,627 | 1,898 | ||||||||
Foreclosed property expenses | 7,351 | 2,946 | 7,283 | ||||||||
FDIC insurance assessments | 2,426 | 3,261 | 3,276 | ||||||||
Goodwill impairment | — | — | 32,572 | ||||||||
Intangible asset amortization and impairment | 427 | 426 | 1,688 | ||||||||
Other expenses | 12,315 | 12,608 | 13,350 | ||||||||
Total noninterest expenses | 58,334 | 54,490 | 95,872 | ||||||||
Income (loss) before income taxes | 5,384 | 4,612 | (77,909 | ) | |||||||
Income tax expense (benefit) | 1,011 | 602 | (18,104 | ) | |||||||
Net income (loss) | 4,373 | 4,010 | (59,805 | ) | |||||||
Net loss attributable to noncontrolling interests | — | (1 | ) | (6 | ) | ||||||
Net income (loss) attributable to First M&F Corporation | $ | 4,373 | $ | 4,011 | $ | (59,799 | ) | ||||
Dividends and accretion on preferred stock | 1,774 | 1,692 | 1,464 | ||||||||
Gain on exchange of preferred stock | — | 12,867 | — | ||||||||
Net income (loss) applicable to common stock | $ | 2,599 | $ | 15,186 | $ | (61,263 | ) | ||||
Net income (loss) allocated to common shareholders | $ | 2,584 | $ | 15,071 | $ | (60,655 | ) | ||||
Earnings (loss) per share: | |||||||||||
Basic | $ | 0.28 | $ | 1.66 | $ | (6.69 | ) | ||||
Diluted | 0.28 | 1.66 | (6.69 | ) | |||||||
The accompanying notes are an integral part of these financial statements.
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FIRST M&F CORPORATION AND SUBSIDIARY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST M & F CORPORATION
BY: | /s/ John G. Copeland | |
John G. Copeland | ||
EVP and Chief Financial Officer | ||
DATE: | March 28, 2012 | |
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