FAIRWINDS Credit Union
Transcription
FAIRWINDS Credit Union
ANNUAL REPORT 2011 IMPROVING YOUR FINANCIAL WELL-BEING Federally insured by NCUA VISION Members financially secure and economically successful and responsible MISSION Improve members’ financial well-being VALUES Advocacy • Good Stewardship • Caring Environment • Honesty and Integrity • Cooperative Principles • Community Commitment • Exceptional Service and Value CONTENTS Chairman’s and President’s Report.............................................. 4 2011 A Look Back...........................................................................7 2012 A Look Ahead....................................................................... 9 Treasurer’s Report.......................................................................10 Audit Committee Report............................................................. 11 Consolidated Financial Statements.............................................12 Board of Directors and Management Team................................14 Independent Auditor’s Report.....................................................15 Audited Financial Statements.....................................................16 Branch Locations........................................................................ 45 CHAIRMAN’S AND PRESIDENT’S REPORT Richard Leigh Chairman To Our Members “Save more. Spend less.” “Pay off your debt.” “Avoid paying fees.” Not the type of things you’re accustomed to hearing from a financial institution. Particularly since much of the financial news in 2011 included stories of continued foreclosures and financial institutions charging fees like debit card usage. At FAIRWINDS, our story hasn’t changed, no matter what the economic climate may be. What’s our story? We believe in helping you save more. We believe in helping you have a fee-free experience at the credit union. Most important though, we believe in helping you to improve your financial well-being. That’s what matters most. Our resolve to improving your financial well-being was never greater than seen in 2011. We thank you for this opportunity to share the highlights, successes, and experiences of 2011 that continue to make FAIRWINDS the better choice for banking in Central Florida. We take great pride in the products and solutions that were developed in 2011 to help improve your financial wellbeing. One of these solutions was the launch of FAIRWINDS Insurance Services, LLC. Offering a full suite of insurance solutions ranging from auto, homeowners, business, and renters insurance, this newest endeavor for the credit union has helped our members save hundreds, even thousands, of dollars on their insurance policies. When the economy hit its downfall just a few years ago, many consumers saw their dreams for retirement either diminish or put on hold for the foreseeable future. Recognizing an opportunity to help make those retirement goals a priority again for many of our members, a new product called Retire Your Mortgage was created and has since been a well-received addition to our suite of solutions. Providing the opportunity to refinance at lower rates and for shorter terms, many of our members can now enter retirement without the burden of a mortgage upon their shoulders. Doing what it is in your best interest is paramount to us. Part of our advocacy efforts includes giving you choices and options, which is exactly what we did with the new FAIRWINDS Auto Resource Center. Through this dynamic online solution, car buying and shopping resources are available to you ranging from special discounts from local preferred partner dealerships to an exclusive Car Buying Concierge service. Designed to make car buying hassle-free and affordable, the Auto Resource Center can help you find a car and payment that best fits your budget. 4 AN N UA L R EP O RT 2 01 1 CHAIRMAN’S AND PRESIDENT’S REPORT Larry F. Tobin President/CEO As a financial cooperative, participation from our members is essential to the vitality and success of the credit union. Participation also means more opportunity to avoid service charges. To help you save even more, we were proud to launch a new online member resource called “The No Fee Zone.” Since going live in the spring of 2011, 25,277 guests have visited “The New Fee Zone” and learned not only what some of the most common service charges are, but also how to avoid them. While there is a cost of doing business for some of our products and services, there is always a way to save more instead. And that’s how we prefer it. FAIRWINDS iPhone app that launched in 2010. These new conveniences show that no matter where you are or what time it may be, you can count on FAIRWINDS to be there to help when you need it. When we say “improve your financial wellbeing,” we mean the financial well-being of every FAIRWINDS member, including the 6,000 business members we serve every day. Our business community continues to grow and prosper and we are honored to have helped our business members find solutions when other options may not have been available. For the second year in a row, the credit union was named by the Small Business Administration (SBA) North Florida District Office as “Credit Union of the Year.” In addition, the Orlando Business Journal ranked FAIRWINDS as the 13th largest SBA Lender in Central Florida, and the only credit union on the list. We look forward in 2012 to staying the course and supporting our business members by providing more lending and cash flow solutions. NO FEE ZONE An even greater benefit of participation over the years has been our Relationship Rewards member loyalty program. Introduced in 2006, Relationship Rewards has helped you to pay less on loans, earn more on deposits, and enjoy special discounts for many of our products and services. This is our way of saying thank you, not only for your loyal membership, but also for your commitment to being an active participant in our cooperative. In 2011 alone, Relationship Rewards provided members with $1.4 million in savings. We are pleased that you continue to find value in this unique loyalty program. We hope you will find even greater value in 2012 as Relationship Rewards expands with new ways to earn and redeem points. Convenience is a necessity for our members and 2011 introduced new ways to make banking with us even easier and faster. We expanded our Call Center hours to now serve you 24 hours a day, seven days a week. We were also excited to unveil our new Android app in August. By popular demand, the Android app follows in the footsteps of the widely successful ANNUAL R E P O RT 2 011 5 CHAIRMAN’S AND PRESIDENT’S REPORT Many of our members have faced economic hardships these past few years, and our Member Solutions team has been there every step of the way. Through confidential, one-onone counseling, Member Solutions assisted 328 members in 2011 by restructuring more than $29 million in loans. While Members Solutions will always be available to help at any time, we are confident that fewer and fewer members will need their support in the future as they continue toward a path of financial prosperity and independence. We are always proactively looking for opportunities to help FAIRWINDS grow and expand our footprint in the Central Florida community. Building upon our successful community partnerships with the Orlando Magic, FAIRWINDS Broadway Across America – Orlando, the University of Central Florida Alumni Association, and Universal Orlando Resort, we were excited to welcome our newest partner, the Central Florida Zoo. These valuable partnerships provided you exclusive member discounts and pre-sale opportunities for some of the most popular events in Orlando. We will continue to collaborate with our partners to bring FAIRWINDS members even more savings and special offers in 2012. 6 AN N UA L R EP O RT 2 01 1 We also would like to take a moment to reflect upon our efforts to help support the Central Florida community. Giving back to our community is one of our core values and a responsibility that we don’t take lightly. Through your generous contributions and the contributions of crewmembers, we were able to provide thousands of dollars to such organizations as the Ronald McDonald House, the American Diabetes Association, Second Harvest Food Bank of Central Florida, and the United Way. Our efforts in 2012 will focus on improving the financial literacy of our youth through programs including Junior Achievement and our own FAIRWINDS University. Today’s youth are the future and it is our obligation to help them to become champions for their own financial success. Improving your financial well-being. It’s a simple concept, yet impacts every individual. This is our focus and we are honored that you continue to trust us with your financial future. Thank you for your membership through the years and we look forward to another successful year together. 2011 A LOOK BACK Strength and Soundness 2011 was another successful year full of growth, prosperity, and innovation. These highlights reflect our efforts to provide you with exceptional service and value and to reinforce to you that FAIRWINDS remains your better choice for banking in Central Florida. FAIRWINDS continues to be a well-capitalized credit union with an 8.51% capital ratio reported for 2011. The year also ended with a return on assets of .38% providing a positive return for the cooperative. Thanks to your commitment to sharing the credit union difference, more than 23,195 new members became part of FAIRWINDS. Based on a 5-point scale, the credit union scored a 4.90 from members as to their likelihood to recommend FAIRWINDS to their friends and family. A sign of growing economic prosperity, our Wealth Management Portfolio increased from $173 million in 2010 to more than $203 million in 2011. Ensuring the protection of your financial information, we once again achieved our annual Cybertrust certification through Verizon Business and passed our annual information security audit conducted by the independent firm, Doeren Mayhew, CPA. As a rising leader in local business lending, FAIRWINDS was named “Credit Union of the Year” by the Small Business Administration (SBA) North Florida District Office for the second year in a row. The credit union was also ranked as the 13th largest SBA lender in Central Florida by the Orlando Business Journal. Value and Convenience Relationship Rewards, our popular member loyalty program, provided you with more than $1.4 million in savings by paying less on loans, earning more on deposits, and receiving valuable discounts on a variety of FAIRWINDS services. A new product, Retire Your Mortgage, was created to help members refinance an existing mortgage with lower rates and shorter terms making retirement dreams a reality once again. More than $13 million in loans were disbursed. A full suite of insurance solutions including homeowners, vehicle, and business became available through FAIRWINDS Insurance Services, LLC, helping members save money on their current policies. With consumers looking for new ways to save on their next vehicle purchase, the Auto Resource Center was introduced to help members not only find a new car, but to also find a payment that fits every budget and lifestyle. As an extension of the Auto Resource Center, our exclusive Car Buying Concierge service takes the hassle out of shopping for your next vehicle. ANNUAL R E P O RT 2 011 7 2011 A LOOK BACK We are always looking for new ways to help you save. A new online resource, the No Fee Zone, was introduced to educate our members about what some of the most common fees are and how you can avoid them. While many of our members continue to grow on a path toward prosperity, some are still facing economic hardships. Our Member Solutions group assisted 328 members by restructuring more than $29 million in loans, helping them take the first steps toward improving their financial well-being. Recognizing your need for increased availability, our Member Services Call Center expanded their hours to provide member assistance 24 hours a day, seven days a week. Following the success of the FAIRWINDS iPhone app, the new Android app was unveiled in August to popular reception. More than 3,000 members have adopted our newest technology with hundreds more downloading the app every month. Support for Our Local Community and Crewmembers Expanding our footprint in Central Florida, FAIRWINDS partnered with the Central Florida Zoo adding to several key community partnerships with the Orlando Magic, FAIRWINDS Broadway Across America – Orlando, the UCF Alumni Association, and Universal Orlando Resort. These valuable partnerships provided you with exclusive member discounts and pre-sale specials for some of the most popular events in Central Florida. As part of our commitment to supporting our community, thousands of dollars in donations were contributed to local charities including the Ronald McDonald House, the American Diabetes Association, Second Harvest Food Bank of Central Florida, and the United Way. 8 AN N UA L R EP O RT 2 01 1 One of our core values is providing a caring environment for our crewmembers and we were honored to receive recognition for these efforts. Florida Trend magazine once again named FAIRWINDS as one of the “Best Places to Work” placing 16th in the state in the large company category. The Orlando Sentinel selected FAIRWINDS as one of the “Top 100 Companies for Working Families.” And continuing our streak for the past several years, FAIRWINDS was selected as one of the “Best Places to Work” in the Giant Category by the Orlando Business Journal. 2012 A LOOK AHEAD New Benefits, Greater Value Plans for 2012 are already in motion and we look forward to another exciting year together. Based on the popularity of Relationship Rewards, our member loyalty program, new ways to earn, redeem, and save will be introduced in 2012. By being an active and loyal participant in our cooperative, you can take advantage of these new benefits and find even greater value in the program than before. The FAIRWINDS Auto Resource Center has helped thousands of members not only find the right kind of vehicle, but also the right kind of payment. We will expand this service with a Mortgage Resource Center. Whether you’re a first-time homebuyer or looking to refinance, this newest online addition will provide you with the right tools and resources to help make home buying and financing simple, easy, and affordable. As our Central Florida community continues to grow, so does the credit union. Part of our growth can be attributed to the valuable community partnerships we have developed with the Orlando Magic, Central Florida Zoo, FAIRWINDS Broadway Across America – Orlando, the UCF Alumni Association, and Universal Orlando Resort. New opportunities for partnership are on the horizon in 2012, helping us expand our footprint throughout Central Florida. Improving Your Financial Well-Being Improving our technology is at the core of providing you with a better banking experience at FAIRWINDS. Efforts toward enhancing your online and mobile banking experiences, including more self-service solutions, will make banking with the credit union faster and more convenient. Preparing our youth for the future begins with helping them to understand the importance of being financially responsible. We look forward to supporting our local youth through programs including Junior Achievement and FAIRWINDS University emphasizing the importance of financial literacy. Helping you to improve your financial well-being will be our predominant focus in 2012. We will be looking at new products and services that will not only complement our current financial offerings, but also provide you with new ways to save. ANNUAL R E P O RT 2 011 9 TREASURER’S REPORT B. Daniel McNutt, Jr. Treasurer Positive Financial Performance Positive financial trends continued in 2011 with further improvements in key ratios year over year. For three consecutive years FAIRWINDS has experienced gains in net worth and earnings while asset quality also improved in 2011 reversing a negative trend. While economic challenges remain in our marketplace, thanks to the participation of our members the credit union has once again delivered a sound, positive financial performance in 2011. Marginal decreases in both the delinquency and charge-off ratios are positive signs. A significantly lower loan loss provision expense in 2011 echoes this as it is a leading indicator that these ratios will continue to decrease going forward. At the same time we still have members in need of financial assistance as our unemployment rate and housing values continue to cause financial distress. Our Member Solutions Team continues to be there for our members restructuring $29 million in loans in 2011. Net worth reached its highest level since 2008 ending at 8.51% in 2011. The credit union remains well-capitalized as defined by our regulator, the National Credit Union Administration (NCUA). Gross revenue and a lower loan loss provision expense than previous years helped contribute to the increase in net worth. For the first time since 2008 the credit union had positive savings growth as more and more members are choosing to save more and borrow less. New members also contributed to new savings growth as membership growth hit its highest level since 2008. 23,195 new members joined the credit union in 2011 resulting in a 5.31% increase in membership. In 2011 net income reached $5.8 million resulting in a 0.38% return on assets. Net income was again curtailed by annual NCUSIF premiums and assessments totaling $3.2 million therefore eroding what would have been a $9 million bottom line. Disciplined expense reduction was one component contributing to the higher earnings over the previous year. On the revenue side, both income from the investment portfolio and non-interest income bolstered earnings. 10 AN N UA L R EP O RT 2 01 1 2011 saw more members looking to our Wealth Management Advisors for greater returns on their money by investing in the market. More than $200 million in assets are now managed under the program, up by $30 million from the previous year. Your credit union has experienced three solid years of financial improvement during a difficult economic period. We will continue to focus our energies on increasing profitability and providing you with a safe and sound financial cooperative for the future. AUDIT COMMITTEE REPORT Kelly D. Leary Chairman Safe and Sound In 2011, following a professional services search, the Audit Committee retained the services of Doeren Mayhew, CPA to conduct external audit services for the credit union. The audits included the annual financial statement audit, information systems review and internal controls review. Once again Doeren Mayhew, CPA has issued an unqualified opinion that the financial statements fairly, in all material respects, represent the financial position of the credit union as of September 30, 2011 and 2010 and are in conformity with accounting principles generally accepted in the United States of America. Further auditing by Doeren Mayhew, CPA of the credit union’s information technology confirm adequate internal controls related to the financial statements. Fraud prevention and detection controls are also a priority issue for the audit committee in order to mitigate risk and prevent losses. As a result RSM McGladrey, Inc. completed a comprehensive review of the credit union’s systems, processes, and procedures related to its operations. No significant deficiencies or high risk areas were noted in the 2011 review. On behalf of the Audit Committee, it is with confidence that I report that FAIRWINDS Credit Union’s operations remain safe and sound. Both external, independent, annual audits, and ongoing internal operational audits demonstrate that the credit union is well managed with the proper controls in place to operate at the highest levels of standards and performance. FAIRWINDS also once again received its Cybertrust Certification as the result of an annual review of the credit union’s security systems. Verizon Business awarded the certification which represents the credit union’s ongoing compliance and aversion to risk related to its systems technology and physical environments. ANNUAL R E P O RT 2 011 11 CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 Assets Net Loans to Members $ 804,501,219 $ 845,206,129 Cash & Due from Banks $ $ Government & Agency Securities $ 586,012,997 $ 472,550,911 Other Investments $ 11,322,508 $ 10,763,868 Fixed Assets $ 76,344,133 $ 79,219,887 All Other Assets $ 84,811,281 $ 101,424,126 $1,581,292,668 $1,539,256,934 Total Assets 18,300,530 30,092,012 Liabilities & Members’ Equity Accounts Payable & Liabilities $ Members’ Shares & Deposits $1,350,126,591 $1,315,016,447 Reserves & Undivided Earnings $ 139,918,228 $ 127,642,800 $1,581,292,668 $1,539,256,934 Total Liability and Members’ Equity 91,247,849 $ 96,597,687 Statement of Income Interest on Loans $ 47,066,350 $ 53,543,406 Investment Income $ 14,835,984 $ 16,530,060 Other Income $ 34,901,127 $ 32,948,767 $ 96,803,462 $ 103,022,232 Total Income Operating Expenses ($ 56,476,096) ($ 58,009,659) Provision for Loan Losses ($ 19,005,903) ($ 30,398,207) Non-Operating Gains ($ 5,844,383) ($ Dividends ($ 9,589,869) ($ 13,672,178) ($ 90,916,251) ($ 102,694,412) $ $ Total Expenses 614,367) 12 Net Income AN N UA L R EP O RT 2 01 1 5,887,211 327,820 CONSOLIDATED FINANCIAL STATEMENTS 2011 2010 Vital Statistics Number of Members 147,636 140,188 Number of Loans Granted 9,074 7,318 $$$ of Loans Granted Number of Loans Granted Since Organized $$$ of Loans GrantedSince Organized $ 335,936,271 $ 284,519,835 970,683 $6,841,088,138 961,609 $6,505,151,868 Interest on Loans - 49% Sources of Income Investments - 15% Interest on Loans $ 47,066,350 Investments $ 14,835,984 Services Income $ 34,901,127 $ Services Income 96,803,462 Total Services Income - 36% Interest on Loans Investments Distribution of Income Loan Losses $ 19,005,903 Operations Net Income $ 5,887,211 Loan Losses - 20% Dividends - 10% Dividends $ Operations $ 62,320,479 Operations $ 96,803,462 Total 9,589,869 - 64% Reserves - 6% Dividends Reserves Loan Losses ANNUAL R E P O RT 2 011 13 BOARD OF DIRECTORS AND MANAGEMENT TEAM BOARD OF DIRECTORS Richard Leigh Chairman Mack R. Perry Vice Chairman Carol F. Denton Secretary B. Daniel McNutt,Jr. Jason Albu Director Kelly D. Leary Director Lisa Snead Director Treasurer MANAGEMENT TEAM Larry F. Tobin President/CEO Daniel T. Bock III Senior VP Finance 14 Kathy A. Chonody Senior EVP/CFO John J. Coffey Senior VP Risk Managment AN N UA L R EP O RT 2 01 1 Philip C. Tischer Senior EVP/COO Charles S. Lai James D. Adamczyk Executive VP/CIO Executive VP Lending Executive VP Human Resources Joseph A. Devine Michelle K. Klima Jorge E. Machado James M. Thornberry Senior VP Wealth Managment Senior VP Controller Senior VP Business Services Cathy M. Hertz Senior VP Branch Services Mathy M. Hogan Executive VP eBusiness Dianne K. Owen Executive VP Marketing INDEPENDENT AUDITOR’S REPORT To the Board of Directors and Audit Committee of FAIRWINDS Credit Union and Subsidiaries We have audited the consolidated statements of financial condition of FAIRWINDS Credit Union and Subsidiaries as of September 30, 2011 and 2010, and the related consolidated statements of operations, members’ equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of FAIRWINDS Credit Union and Subsidiaries management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of FAIRWINDS Credit Union and Subsidiaries as of September 30, 2011 and 2010, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. DOEREN MAYHEW December 29, 2011 Troy, Michigan ANNUAL R E P O RT 2 011 15 AUDITED FINANCIAL STATEMENTS FAIRWINDS CREDIT UNION AND SUBSIDIARY Consolidated Statements of Financial Condition Year Ended September 30, 2011 2010 Assets Cash and cash equivalents $ 107,679,360 Non-negotiable certificates of deposit Investment securities (note 2) $ - 30,230,764 16,025,916 Available-for-sale 485,407,024 471,559,607 Held-to-maturity 4,642,416 10,570,102 FHLB Stock (note 1) 6,396,400 7,421,200 Loans held-for-sale (note 1) 883,160 17,540,530 Loans to members, net of allowance for loan losses (note 3) 801,188,250 860,846,331 Accrued interest receivable 6,128,801 6,996,696 Property, equipment and leasehold improvements (note 4) 77,083,481 79,885,739 NCUSIF deposit (note 1) 13,013,846 12,825,145 Assets acquired in liquidation of loans (note 1) 44,999,635 33,742,802 Other assets (notes 1 and 12) 27,696,463 29,775,184 Total assets $1,575,118,836 $1,577,420,016 $1,336,119,312 $1,316,276,114 Liabilities And Members’ Equity Liabilities Members’ shares and savings accounts (note 6) Borrowed funds (note 5) 75,000,000 91,025,916 Accounts payable 20,136,150 29,113,382 Other accrued liabilities (notes 1 and 12) 5,996,058 8,649,985 Total liabilities 1,437,251,520 1,445,065,397 Commitments and Contingent Liabilities (note 9) Members’ Equity - Substantially Restricted (note 7) $1,575,118,836 Total liabilities and members’ equity See accompanying notes to consolidated financial statements 16 - AN N UA L R EP O RT 2 01 1 - 137,867,316 132,354,619 $1,577,420,016 AUDITED FINANCIAL STATEMENTS FAIRWINDS CREDIT UNION AND SUBSIDIARY Consolidated Statements of Operations Year Ended September 30, 2011 2010 Interest Income Loans receivable $ 48,613,266 $ 55,861,037 Investment securities 15,359,998 17,204,364 Total interest income 63,973,264 73,065,401 12,405,124 Interest Expense Interest and dividends on members’ shares and savings accounts 7,124,028 Interest on borrowed funds 2,968,436 3,035,909 10,092,464 15,441,033 53,880,800 57,624,368 22,359,473 31,465,795 31,521,327 26,158,573 Total interest expense Net interest income Provision For Loan Losses Net interest income after provision for loan losses Non-Interest Income Gains on sale of investments - 1,129,141 Gains on sale of loans - 101,566 Gains on deferred compensation plans 817,340 852,281 Fees and charges Total non-interest income 34,749,560 31,866,509 35,566,900 33,949,497 Non-Interest Expenses Compensation and benefits 28,930,774 28,703,019 Office operations 11,625,660 12,401,483 Occupancy 6,041,811 6,254,285 Operating expenses 8,741,837 8,313,567 NCUA premium assessment (note 1) 3,253,461 3,406,184 Loss on commercial rental properties - 82,328 Loss on impairment of investment securities (note 2) - 869,343 Losses on sale of assets and write-downs in liquidation Total non-interest expenses Net Earnings (Loss) 5,153,854 1,457,783 63,747,397 61,487,992 $ 3,340,830 $ (1,379,922) See accompanying notes to consolidated financial statements ANNUAL R E P O RT 2 011 17 AUDITED FINANCIAL STATEMENTS FAIRWINDS CREDIT UNION AND SUBSIDIARY Consolidated Statements of Members’ Equity for the Years Ended September 30, 2011 and 2010 Accumulated Non- Other Appropriated Appropriated Compre Undivided Undivided hensive Statutory Earnings Earnings/(Loss) Income/(Loss) Total Members’ Equity October 1, 2009 $ 14,459,893 $ - $114,963,937 $ (2,266,377) $127,157,453 Comprehensive Income (Loss) Net loss Net change in unrealized losses on securities - - (1,379,922) - (1,379,922) - - - 6,577,088 6,577,088 6,577,088 5,197,166 Comprehensive income (loss) - - (1,379,922) Members’ Equity September 30, 2010 14,459,893 - 113,584,015 4,310,711 132,354,619 Comprehensive Income Net earnings Net change in unrealized gains on securities - - 3,340,830 - 3,340,830 - - - 2,171,867 2,171,867 - - 2,171,867 5,512,697 Comprehensive income 3,340,830 Members’ Equity September 30, 2011 (note 7) $ 14,459,893 $- $116,924,845 $ 6,482,578 $137,867,316 See accompanying notes to consolidated financial statements 18 AN N UA L R EP O RT 2 01 1 AUDITED FINANCIAL STATEMENTS FAIRWINDS CREDIT UNION AND SUBSIDIARY Consolidated Statements of Cash Flows Year Ended September 30, 2011 2010 Cash Flows From Operating Activities: Net earnings (loss) $ 3,340,830 $ (1,379,922) Adjustments: Depreciation 3,791,915 4,126,200 Provision for loan losses 22,359,473 31,465,795 Net amortization/(accretion) of investment securities 731,531 (609,926) Gains on sale of investments - (1,129,141) Gains on deferred compensation plans (817,340) (852,281) Loss on impairment of investment securities - 869,343 Losses on sales and write-downs of assets in liquidation 5,153,854 1,457,783 Recoveries on charged-off loans 2,764,992 2,399,280 Changes in assets and liabilities: Decrease (increase) in accrued interest receivable 867,895 (992,753) Decrease (increase) in other assets 2,976,418 (13,688,682) Increase (decrease) in accounts payable (8,977,232) 23,095,851 Increase (decrease) in other accrued liabilities (2,653,927) 1,739,364 26,197,579 47,880,833 29,538,409 46,500,911 Total adjustments Net cash provided from operating activities See accompanying notes to consolidated financial statements ANNUAL R E P O RT 2 011 19 AUDITED FINANCIAL STATEMENTS FAIRWINDS CREDIT UNION AND SUBSIDIARY Consolidated Statements of Cash Flows Year Ended September 30, 2011 2010 Cash Flows From Investing Activities: Decrease (increase) in loans to members (net) $ Decrease (increase) in loans held-for-sale 16,657,370 (9,120,438) Decrease in non-negotiable certificates of deposit 16,025,916 5,000,000 Proceeds from maturities and sale of investment securities 324,470,131 338,891,529 Purchases of investment securities (330,949,526) (472,262,331) Redemption of FHLB Stock Acquisition of property and equipment (981,078) (1,577,980) Proceeds from sale of assets in liquidation 25,887,545 8,969,073 Decrease (increase) in NCUSIF deposit (7,853,552) $ 1,024,800 (188,701) 51,204,622 572,700 (222,330) 44,092,905 (78,545,155) Net cash provided from (used in) investing activities Cash Flows From Financing Activities: Increase in members’ shares and savings accounts (net) 19,843,198 Repayments of borrowed funds (16,025,916) - Net cash provided from financing activities 10,648,867 3,817,282 10,648,867 Net Increase (Decrease) in Cash and Cash Equivalents 77,448,596 (21,395,377) Cash and Cash Equivalents - Beginning 30,230,764 51,626,141 Cash and Cash Equivalents - Ending $ 107,679,360 $ 30,230,764 Interest and dividends paid $ 10,092,464 $ 15,441,033 Assets acquired in the settlement of loans $ 42,387,168 $ 23,557,772 Supplemental Information See accompanying notes to consolidated financial statements 20 AN N UA L R EP O RT 2 01 1 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Nature of Business FAIRWINDS Credit Union’s operations are principally related to holding deposits for and making loans to individuals who qualify for membership. The field of membership consists of persons living or working in Lake, Orange, Osceola, Seminole, Volusia, Brevard, or Polk counties in the State of Florida, those who work for one of the Credit Union’s preferred business partners, are active or retired military personnel or dependents receiving military benefits and immediate family members of current members. FAIRWINDS Financial Services, L.L.C. is a wholly-owned subsidiary of FAIRWINDS Credit Union. FAIRWINDS Financial Services, L.L.C.’s operations represent less than 1% of the consolidated totals for 2011 and 2010. FAIRWINDS Insurance Services, L.L.C is a wholly-owned subsidiary of FAIRWINDS Credit Union created to provide insurance products for members of the Credit Union. FAIRWINDS Insurance Services was organized in 2011 and did not begin operations until October 1, 2011. Principles of Consolidation The consolidated financial statements included the accounts of FAIRWINDS Credit Union and its wholly-owned subsidiary, FAIRWINDS Financial Services, L.L.C. All significant intercompany balances and transactions have been eliminated in consolidation. Cash Equivalents The consolidated statements of cash flows classify changes in cash or cash equivalents (short-term, highly liquid investments readily convertible into cash with an original maturity of three months or less) according to operating, investing or financing activities. Financial instruments which potentially subject the Credit Union to concentrations of credit risk consist principally of cash and temporary cash investments. At times, cash balances held at financial institutions were in excess of Federal Deposit Insurance Corporation (FDIC) limits. At September 30, 2011 and 2010, the Credit Union’s cash balance exceeded FDIC insurance limits by approximately $96,300,000 and $6,900,000, respectively. The Credit Union places its temporary cash investments with high-credit, quality financial institutions and, by policy, limits the amount of credit exposure to any one financial institution. The Credit Union believes no significant concentration of credit risk exists with respect to these cash investments. ANNUAL R E P O RT 2 011 21 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentration of Credit Risk The Credit Union may be exposed to credit risk from a regional economic standpoint because a significant concentration of its borrowers work or reside in the Orlando, Florida metropolitan area. The Credit Union continually monitors the Credit Union’s operations, including the loan and investment portfolios, for potential impairment. Investment Securities Generally accepted accounting principles requires that management determine the classification of individual investment securities as trading securities, investments available-for-sale or investments held-to-maturity. The Credit Union’s investments in securities for the years ended September 30, 2011 and 2010 are classified and accounted for as follows: HELD-TO-MATURITY SECURITIES Securities for which the Credit Union has the positive intent and ability to hold to maturity are reported at cost, adjusted for amortization of premiums and accretion of discounts which are recognized in interest income using the straight-line method, which materially approximates the interest method, over the period to maturity. AVAILABLE-FOR-SALE SECURITIES Securities available-for-sale consists of securities not otherwise classified as trading securities or as securities to be held-to-maturity and are recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Declines in fair value of held-to-maturity and available-for-sale securities below their cost that are other-thantemporary are reflected as realized losses. In estimating other-than-temporary impairment, management considers: (1) the Credit Union’s intent to sell the debt security prior to recovery and, (2) whether it is more likely than not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired unless there is a credit loss. When the Credit Union does not intend to sell a security, and it is more likely than not, the Credit Union will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in accumulated other comprehensive income. 22 AN N UA L R EP O RT 2 01 1 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED Property, Equipment and Leasehold Improvements Land is carried at cost. Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are stated at cost, less accumulated amortization. Amortization is completed on the straight-line method over the length of the lease term. Assets classified as construction-in-process are not depreciated until the asset has been completed and placed into service. NCUSIF Deposit and Premium The deposit in the National Credit Union Share Insurance Fund (NCUSIF) is in accordance with NCUA regulations, which require the maintenance of a deposit by each insured credit union in an amount equal to one percent of its insured shares. The deposit would be refunded to the credit union if its insurance coverage is terminated, it converts to insurance coverage from another source, or the operations of the fund are transferred from the NCUA Board. The NCUSIF deposit is required to be reviewed for impairment, including consideration of the refundablity of the deposit. The NCUA assessed all federally insured credit unions a premium for the repayment of the funds borrowed by the Temporary Corporate Stabilization Fund from the United States Treasury. The Credit Union recorded assessments of approximately $3,253,000 and $1,752,000 during the years ended September 30, 2011 and 2010, respectively. The NCUA assessed all federally insured credit unions a premium to fund the NCUSIF to statutorily required levels. The Credit Union recorded the premium of approximately $1,654,000 during the year ended September 30, 2010. Loans to Members Loans that the Credit Union has the intent and ability to hold for the foreseeable future are stated at unpaid principal balances, less an allowance for loan losses and net deferred loan origination fees and discounts. Interest on loans is recognized over the term of the loan and is calculated using the simple-interest method on principal amounts outstanding. The accrual of interest on loans is discontinued at the time the loan is 90 days delinquent unless the credit is wellsecured and in process of collection. Credit card loans and other personal loans are typically charged-off no later than 180 days past due. Past due status is based on the 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 is 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. Certain direct loan origination costs are deferred and recognized as an adjustment to interest income using the straight-line method over the contractual life of the loans. The straight-line method, which is not in accordance with generally accepted accounting principles, is not materially different from the interest method, which is required under generally accepted accounting principles. ANNUAL R E P O RT 2 011 23 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED 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 earnings. 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 management’s 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 borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The Credit Union’s allowance for loan losses is that amount considered adequate to absorb probable losses in the portfolio based on management’s evaluations of the size and current risk characteristics of the loan portfolio. Such evaluations consider prior loss experience, the risk rating distribution of the portfolios, the impact of current internal and external influences on credit loss and the levels of non-performing loans. Specific allowances for loan losses are established for large impaired loans on an individual basis as required by generally accepted accounting principles. The specific allowances established for these loans is based on a thorough analysis of the most probable source of repayment, including the present value of the loan’s expected future cash flow, the loan’s estimated market value, or the estimated fair value of the underlying collateral. General allowances are established for loans that can be grouped into pools based on similar characteristics as described in generally accepted accounting principles. In this process, general allowance factors are based on an analysis of historical charge-off experience and expected losses given default derived from the Credit Union’s internal risk rating process. These factors are developed and applied to the portfolio in terms of loan type. The qualitative factors associated with the allowances are subjective and require a high degree of management judgment. These factors include the credit quality statistics, recent economic uncertainty, losses incurred from recent events and lagging data. Loans Held-for-Sale Loans held-for-sale consists of residential real estate loans and is recorded at the lower of cost or market value. Market price is determined on an aggregate basis based on commitments from investors to purchase such loans are prevailing market rates. 24 AN N UA L R EP O RT 2 01 1 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED Income Taxes FAIRWINDS Credit Union and Subsidiaries are exempt from most Federal, state and local income taxes under the provisions of the Internal Revenue Code and state tax laws. FAIRWINDS Credit Union is a state-chartered credit union as described in Internal Revenue Code (“IRC”) Section 501(c) (14). As such, the Credit Union is exempt from federal taxation of income derived from the performance of activities that are in furtherance of its exempt purposes. However, IRC Section 511 imposes a tax on the unrelated business income (as defined in Section 512) derived by state-chartered credit unions. Many states have similar laws. The specific application of Section 512 to the various activities conducted by state-chartered credit unions has been an issue for many years. In 2007, the Internal Revenue Service (“IRS”) issued a series of Technical Advice Memoranda (“TAM”) to a number of state-chartered credit unions located throughout the country. In these TAMs, the IRS ruled certain products and services to be subject to taxation as unrelated business income. In light of the TAMs, the Credit Union has assessed its activities and any potential federal or state income tax liability. In the opinion of management, any liability arising from federal or state taxation of activities deemed to be unrelated to its exempt purpose is not expected to have a material effect on the Credit Union’s financial condition or results of operation. Members’ Shares and Savings Accounts Members’ shares are subordinated to all other liabilities of the Credit Union upon liquidation. Interest on members’ shares and savings accounts is based on available earnings at the end of an interest period and is not guaranteed by the Credit Union. Interest rates on members’ shares accounts are set by the Board of Directors, based on an evaluation of current and future market conditions. Assets Acquired in Liquidation of Loans Assets acquired in liquidation of loans represent collateral used to secure members’ loans that have been acquired by the Credit Union in an effort to settle the members’ loan and are recorded at the lower of cost or market less costs of liquidation. Upon acquisition, the Credit Union determines fair value of the collateral and any losses are charged-off through the allowance for loan losses. The Credit Union continues to review these properties for subsequent impairment and any subsequent declines in fair value are recorded through current period earnings. Federal Home Loan Bank Participation Stock The Credit Union is a member in the Federal Home Loan Bank of Atlanta. The Credit Union owns 63,964 shares of nonmarketable participation stock for $6,396,400, with quarterly stock and/or cash dividends. ANNUAL R E P O RT 2 011 25 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED Risks and Uncertainties The Credit Union invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the consolidated statements of financial condition and consolidated statements of operations. Mortgage Servicing Rights The cost of mortgage loans for which there is a definitive plan to sell are allocated to the loan and rights to service mortgage loans based on their relative fair values. The cost of capitalized mortgage servicing rights is amortized proportionately over the period of estimated net servicing revenue. The Credit Union has pooled certain mortgage servicing rights together based on certain risk characteristics and is amortizing these servicing rights over the estimated average life of those loans. As of September 30, 2011, the carrying value approximates the fair market value of the mortgage servicing rights. For measuring impairment, mortgage servicing rights are stratified based on predominate risk characteristics of the underlying loans. These characteristics include loan type, loan size, interest rate, date of origination, loan term and geographic region. The fair value of mortgage servicing rights used in measuring impairment is based upon quoted market prices. Impairment of capitalized servicing rights is recognized through a valuation allowance for each stratum, as necessary. Subsequent Events The consolidated financial statements and related disclosures include evaluation of events up through and including December 29, 2011, which is the date the consolidated financial statements were available to be issued. 26 AN N UA L R EP O RT 2 01 1 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 2 - INVESTMENT SECURITIES The carrying amounts of investment securities as shown in the consolidated statements of financial condition of FAIRWINDS Credit Union and their approximate fair values at September 30, 2011 are as follows: Gross Gross Amortized Unrealized Unrealized Cost Gains (Losses) Fair Value Securities available-for-sale Federal agency securities Collateralized mortgage obligations Mortgage-backed securities Total $ 257,988,192 $ 2,409,014 $ (46,850) $ 260,350,356 184,143,478 3,619,143 (1,156,933) 186,605,688 36,792,778 1,677,188 (18,986) 38,450,980 $ 478,924,448$ 7,705,345$ $ 4,642,416$ (1,222,769) $ 485,407,024 Securities to be held-to-maturity Mortgage-backed securities 290,817$-$ 4,932,933 The amortized cost and estimated market value of debt securities, at September 30, 2010, by contractual maturity, are shown below. Mortgage-backed securities $ Securities Securities to be Available-for-Sale Held-to-Maturity Amortized Fair Amortized Fair Cost Value Cost Value 36,792,778 $ 38,450,980 $ 4,642,416 $ 4,932,933 Due in less than one year 1,339,588 1,383,457 - - Due in one year to less than five years 121,650,567 122,833,195 - - Due in more than five years 319,141,515 322,739,392- - $ 478,924,448$ 485,407,024$ Total 4,642,416$ 4,932,933 ANNUAL R E P O RT 2 011 27 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 2 - INVESTMENT SECURITIES - CONTINUED Unrealized losses as of September 30, 2011 have not been recognized into income because they are not considered to be other-than-temporary. Management considers the unrealized losses to be market driven, rather than credit driven, and no loss will be realized unless the securities are sold. Description of Securities Continuing Unrealized Continuing Unrealized Losses For Less Than Losses For 12 Months 12 Months or More Fair Unrealized Value Losses Fair Unrealized Value Losses Total Fair Unrealized Value Losses Federal agency and U.S. Government securities $ 27,864,981 $ (65,836) $ - $ - $27,864,981 $ (65,836) Collateralized mortgage obligations Total 90,273 $ 27,955,254 $ (83) 25,502,819 (1,156,850) 25,593,092 (1,156,933) (65,919) $25,502,819 $ (1,156,850) $53,458,073 $ (1,222,769) The Credit Union routinely conducts periodic reviews to identify and evaluate each investment security to determine whether any other-than-temporary impairment (OTTI) has occurred. Economic models are used to determine whether an OTTI has occurred on these securities. While all securities are considered, the securities primarily impacted by OTTI testing are collateralized mortgage obligations, specifically collateralized mortgage obligations issued by nongovernmental agencies. For each private collateralized mortgage obligation in the investment, including but not limited to those whose fair value is less than their amortized cost basis, an extensive, regular review is conducted to determine if an OTTI has occurred. Various inputs to the economic model are used to determine if an unrealized loss is other-than-temporary. The most significant inputs are the default rate and the loss severity rates of the underlying collateral of the securities. 28 AN N UA L R EP O RT 2 01 1 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 2 - INVESTMENT SECURITIES - CONTINUED Other inputs may include the actual collateral attributes, which include geographic concentrations, credit ratings and other performance indicators of the underlying assets. To determine if the unrealized loss of these securities is other-than-temporary, the Credit Union projects total estimated defaults of the underlying assets (mortgages) and multiply that calculated amount by an estimate of realizable value upon sale in the marketplace (severity) in order to determine the impact on cash flows. If the Credit Union determines that a given position will be subject to a write-down or loss, the Credit Union records the expected credit loss as a charge to earnings while the non-credit portion is recorded to other comprehensive income. The Credit Union recognized OTTI losses of $869,343 for the year ended September 30, 2010, related to expected credit losses on collateralized mortgage obligations. The carrying amounts of investment securities as shown in the consolidated statements of financial condition of FAIRWINDS Credit Union and their approximate fair values at September 30, 2010 are as follows: Gross Gross Amortized Unrealized Unrealized Cost Gains (Losses) Fair Value Securities available-for-sale Federal agency securities Collateralized mortgage obligations Mortgage-backed securities Total $ 312,407,990 $ 3,446,438 $ (4,030) $ 315,850,398 136,846,188 1,972,170 (2,290,280) 136,528,078 17,994,718 1,186,413 - 19,181,131 $ 467,248,896$ 6,605,021$ $ 10,570,102$ 484,099$ (2,294,310) $ 471,559,607 Securities to be held-to-maturity Mortgage-backed securities (1,644) $ 11,052,557 ANNUAL R E P O RT 2 011 29 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 3 - LOANS TO MEMBERS The composition of loans to members is as follows: September 30, 2011 Automobiles $ 152,963,971 2010 $ 157,977,853 Mortgage 269,224,027 296,411,887 Home equity 254,922,582 262,435,423 Other secured 20,053,350 28,055,597 Unsecured 21,832,352 24,140,471 Credit cards 46,814,134 51,348,657 Commercial loans 66,867,854 72,168,752 653,873 1,437,052 833,332,143 893,975,692 Net deferred loan origination fees/costs Total Less: allowance for loan losses $ 801,188,250 $ 860,846,331 $ $ Total loans to members 32,143,893 33,129,361 A summary of changes in the allowance for loan losses is as follows: Balance - Beginning 33,129,361 27,965,015 Provision charged to operations 22,359,473 31,465,795 Loans charged-off (26,109,933) (28,700,729) Recoveries 2,764,992 2,399,280 Balance - Ending $ 32,143,893 $ 33,129,361 Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. In addition, the Credit Union analyzes specific real estate and commercial loans for impairment under generally accepted accounting principles. At September 30, 2011 and 2010, the recorded investment in impaired loans, all of which had allowances determined under generally accepted accounting principles, amounted to approximately $108,385,100 and $83,847,000, respectively. The allowance for losses related to these loans amounted to approximately $11,707,000 and $10,700,000 at September 30, 2011 and 2010, respectively. 30 AN N UA L R EP O RT 2 01 1 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 3 - LOANS TO MEMBERS - CONTINUED Loans on which the accrual of interest has been discontinued or reduced amounted to approximately $30,173,000 and $29,950,000 for the years ended September 30, 2011 and 2010, respectively. If interest on those loans had been accrued, such accrued income would have been approximately $2,112,600 and $1,940,000 for 2011 and 2010, respectively. At September 30, 2011 and 2010, the recorded investment in loans modified under troubled debt restructurings, all of which had allowances determined under generally accepted accounting principles, amounted to approximately $52,563,000 and $42,652,000. The allowances for losses related to these loans amounted to approximately $3,146,000 and $2,888,000 at September 30, 2011 and 2010, respectively. NOTE 4 - PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS The principal categories of property, equipment and leasehold improvements may be summarized as follows: September 30, Land and improvements $ 2011 23,032,365 $ 2010 23,032,365 Building and improvements 49,586,702 49,550,967 Furniture and equipment 30,779,189 29,784,527 Leasehold improvements 10,191,138 10,397,349 692,774 1,579,422 114,282,168 114,344,630 Construction-in-process Total cost Less accumulated depreciation 37,198,687 34,458,891 $ 77,083,481 $ 79,885,739 Undepreciated cost ANNUAL R E P O RT 2 011 31 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 5 - BORROWED FUNDS The Credit Union has outstanding borrowed funds and these notes mature and carry interest rates as follows: September 30, 2011 2010 Fixed Rate Note with the Federal Home Loan Bank of Atlanta bearing interest of 4.389%, interest is payable monthly and principal is payable with a single payment on August 28, 2017 $ 25,000,000 $ 25,000,000 Fixed Rate Note with the Federal Home Loan Bank of Atlanta bearing interest of 4.530%, interest is payable monthly and principal is payable with a single payment on August 29, 2017 25,000,000 25,000,000 25,000,000 25,000,000 Fixed Rate Note with the Federal Home Loan Bank of Atlanta bearing interest of 2.702%, interest is payable monthly and principal is payable with a single payment on January 30, 2018 Fixed Rate Note with Southeast Corporate Federal Credit Union bearing interest of 0.574%, interest and principal is payable with a single payment on December 31, 2010 32 Total borrowed funds AN N UA L R EP O RT 2 01 1 - 16,025,916 $ $ 91,025,916 75,000,000 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 5 - BORROWED FUNDS - CONTINUED The Credit Union maintains a line-of-credit with Southeast Corporate Federal Credit Union at a variable rate of interest, guaranteed by all assets, maximum credit available of $100,000,000 at September 30, 2011 and 2010. There were no outstanding advances as of September 30, 2011 and 2010. The Credit Union maintains a line-of-credit with the Federal Home Loan Bank of Atlanta at a variable rate of interest, guaranteed by mortgage loans, maximum credit available of $310,600,000 at September 30, 2011. At September 30, 2011, the Credit Union had advanced $75,000,000 against this line-of-credit agreement in the form of term notes. As of September 30, 2011, FAIRWINDS Credit Union has pledged $204,585,433 in first mortgage loans as collateral against the term loans held with the Federal Home Loan Bank of Atlanta. NOTE 6 - MEMBERS’ SHARES AND SAVINGS ACCOUNTS September 30, Share drafts $ 2011 87,326,352 $ 2010 77,294,702 Shares and equivalents 346,384,647 270,087,895 Money market accounts 527,719,717 538,990,491 Individual retirement accounts 35,425,611 31,490,136 Certificates of deposit and IRA certificates $1,336,119,312 Total members’ shares and savings accounts 339,262,985 398,412,890 $1,316,276,114 ANNUAL R E P O RT 2 011 33 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 6 - MEMBERS’ SHARES AND SAVINGS ACCOUNTS - CONTINUED Interest expense on members’ shares and savings accounts is summarized as follows: September 30, Share draft accounts $ 2011 34,205 $ 2010 32,360 Share accounts 168,691 311,726 Hi-Yield deposit accounts 1,150,444 3,210,614 Individual retirement accounts 98,596 182,114 Certificates of deposit and IRA certificates 5,672,092 8,668,310 $ 7,124,028 $ 12,405,124 At September 30, 2011, scheduled maturities of certificates of deposit and IRA certificates are as follows: Year Ending September 30: 2012 $ 254,830,854 2013 31,159,413 2014 13,299,615 2015 19,652,185 2016 20,320,918 Total $ 339,262,985 The aggregate amount of members’ share and term deposit accounts in denominations of $250,000 or more at September 30, 2011 and 2010 were approximately $87,806,000 and $116,449,000, respectively. 34 AN N UA L R EP O RT 2 01 1 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 6 - MEMBERS’ SHARES AND SAVINGS ACCOUNTS - CONTINUED The NCUSIF insures members’ shares and certain individual retirement accounts. The Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law July 22, 2010, included a provision to make the $250,000 share insurance coverage provided by the NCUSIF permanent. The law requires the NCUA to use the higher $250,000 standard maximum share insurance amount when making decisions about premiums and administering insurance deposit adjustments. The increase in share insurance coverage includes all account types, such as share drafts, money markets, shares and certificates of deposit. The law also includes deposits held by the Credit Union at other credit unions. NOTE 7 - REGULATORY CAPITAL The Credit Union is subject to various regulatory capital requirements administered by its primary federal regulator, the NCUA. Failure to meet the minimum regulatory capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Credit Union’s financial statements. Under the capital adequacy guidelines and the regulatory framework for prompt corrective action, the Credit Union must meet specific capital regulations that involve quantitative measures of the Credit Union’s assets, liabilities, and certain off-balance sheet items as calculated under generally accepted accounting practices. The Credit Union’s capital amounts and net worth classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Credit Union to maintain minimum amounts and ratios of net worth to total assets. Credit unions are also required to calculate a Risk-Based Net Worth Requirement (RBNWR) which establishes whether or not the credit union will be considered complex under the regulatory framework. The Credit Union’s RBNWR ratio as of September 30, 2011 and 2010 was 6.8% and 6.7%, respectively. The minimum ratio to be considered complex under the regulatory framework is 6.0%. The Credit Union is not considered complex under the regulatory framework. As of September 30, 2011 and 2010, the Credit Union was categorized as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Credit Union must maintain a minimum net worth as follows: Actual Amount $ 131,384,738 8.34% $ 110,258,319 7.00% $ 128,043,908 8.12% $ 110,419,401 7.00% Ratio To Be Well Capitalized Under the Prompt Corrective Action Provision Amount Ratio September 30, 2011 Net worth September 30, 2010 Net worth ANNUAL R E P O RT 2 011 35 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 8 - RELATED PARTY TRANSACTIONS The majority of employees and all members of the Board of Directors have member accounts at FAIRWINDS Credit Union, including share, deposit and loan accounts. The terms of transactions involving these accounts (i.e., rates charged and paid) are comparable to other members. Included in loans receivable at September 30, 2011 and 2010 are loans of $3,624,609 and $3,835,641, respectively, to directors and officers of the Credit Union. Such loans are made in the ordinary course of business at normal credit terms including interest rates and collateralization. 36 AN N UA L R EP O RT 2 01 1 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 9 - COMMITMENTS AND CONTINGENT LIABILITIES The principal commitments of FAIRWINDS Credit Union and Subsidiary are as follows: Lease Commitments At September 30, 2011 and 2010, FAIRWINDS Credit Union had outstanding commitments under noncancellable operating leases for office space for several branch locations. Net rent expenses under the operating leases, included in expenses, were $2,202,184 and $2,004,152 for the years ended September 30, 2011 and 2010, respectively. The projected minimum rental payments under the terms of the leases at September 30, 2011 are as follows: Year Ending September 30: 2012 2013 1,645,589 2014 1,516,218 2015 1,519,671 2016 Total $ $ 1,861,335 995,065 7,537,878 Loan Commitments At September 30, 2011, FAIRWINDS Credit Union had outstanding commitments for unused lines-of-credit that are not reflected in the accompanying consolidated financial statements, as follows: Home equity Lines-of-credit 22,551,513 Credit cards 149,921,741 Overdraft privilege program 13,266,183 Commercial 11,122,329 Total $ 48,833,313 $ 245,695,079 ANNUAL R E P O RT 2 011 37 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 9 - COMMITMENTS AND CONTINGENT LIABILITIES - CONTINUED FAIRWINDS Credit Union is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its members and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit. Those instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the consolidated statements of financial condition. The contract or notional amounts of those instruments reflect the extent of involvement FAIRWINDS Credit Union has in particular classes of financial instruments. FAIRWINDS Credit Union’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit is represented by the contractual notional amount of those instruments. FAIRWINDS Credit Union uses the same credit policies in making commitments as it does for on-balance sheet instruments. Financial instruments whose contract amounts represent credit risk: Commitments to extend credit, generally unsecured Commitments to extend credit, home-equity secured 48,833,313 Commitments to extend credit, commercial lending 11,122,329 Total $ 185,739,437 $ 245,695,079 Commitments to extend credit are agreements to lend to a member as long as there is no violation of any condition established in the contract. Commitments generally have termination clauses or fixed expiration dates. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. FAIRWINDS Credit Union evaluates each member’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by FAIRWINDS Credit Union upon extension of credit, is based on management’s credit evaluation of the member and classification of loan. The Credit Union is a party to various legal actions normally associated with collections of loans and other business activities of financial institutions, the aggregate effect of which, in management’s opinion, would not have a material adverse effect on the financial condition or results of operations of the Credit Union. 38 AN N UA L R EP O RT 2 01 1 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 10 - FAIR VALUES OF FINANCIAL INSTRUMENTS The Credit Union uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument 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 is best determined based on quoted market prices. However, in many instances, there are no quoted market prices for the Credit Union’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significant affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement on the instrument. The definition of fair value focuses on exit price in an orderly transaction between market participants at the measurement date under current market conditions, other than in a forced liquidation or distressed sale. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in the valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions. Fair Value Hierarchy The Credit Union groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Basis of Fair Value Measurements Level 1 - Valuation is based on quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2 - Valuation is based on inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3 - Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined by using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation. A financial instrument’s categorization with the valuation hierarchy is based on the lowest level of input that is significant to their fair value measurement. ANNUAL R E P O RT 2 011 39 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 10 - FAIR VALUES OF FINANCIAL INSTRUMENTS - CONTINUED The following methods and assumptions were used by the Credit Union in estimating fair value disclosures for financial instruments: Cash and Cash Equivalents/Non-Negotiable Certificates of Deposit The carrying amount approximates fair value due to the short-term nature of these instruments. Investment Securities Fair values for securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. Loans Receivable Fair value is based on the discounted value of future cash flows expected to be received for a loan or group of loans using current rates at which similar loans would be made to borrowers with similar credit ratings and the same remaining maturities. This method considers interest rate changes and credit risk changes within the discount rate chosen. A single discount rate is applied to homogeneous categories of loans such as credit cards and automobile loans. Members’ Savings Accounts The fair value disclosed for shares, share draft and money market accounts are, by definition, equal to the amount payable on demand at the reporting date. Fair values for fixed-rate share certificates are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on shares and certificates. Borrowed Funds The fair value of fixed maturity borrowings is estimated using the rates currently offered for borrowings with similar remaining maturities. Commitments to Extend Credit The estimate fair value of the commitments to extend credit represents the Credit Union’s potentially unfunded commitments under such lines-of-credit. 40 AN N UA L R EP O RT 2 01 1 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 10 - FAIR VALUES OF FINANCIAL INSTRUMENTS - CONTINUED Assets Measured at Fair Value on a Recurring Basis Assets measured at fair value on a recurring basis at September 30, 2011 are summarized as follows: Quoted Prices in Other Active Market Significant Significant for Identical Observable Unobservable Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Carrying Value September 30, 2011 Available-for-sale securities $-$ Loans held-for-sale $ 485,407,22$- $ 485,407,22 833,160$-$- $ 833,160 Assets Measured at Fair Value on a Nonrecurring Basis Assets measured at fair value on a nonrecurring basis at September 30, 2011 are summarized as follows: Quoted Prices in Other Active Market Significant Significant for Identical Observable Unobservable Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Carrying Value September 30, 2011 Other real estate owned Impaired loans $-$ 44,999,635$- $ 44,999,635 $-$-$ 96,678,102 $ 96,678,102 ANNUAL R E P O RT 2 011 41 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 10 - FAIR VALUES OF FINANCIAL INSTRUMENTS - CONTINUED The carrying amounts and estimated fair values of the Credit Union’s financial instruments at September 30, 2011 and 2010 are as follows: September 30, 2011 Carrying Amounts 2010 Fair Value Carrying Amounts Fair Value Financial Assets Cash and cash equivalents 30,230,764 $ 30,230,764 Non-negotiable certificates of deposit - - 16,025,916 16,025,916 Investment securities 490,049,440 490,339,957 482,129,709 482,612,165 Loans held-for-sale 883,160 893,923 17,540,530 17,540,530 Loans receivable 833,332,143 825,469,626 892,538,640 870,797,000 Less: allowance for loan losses (32,143,893) - (33,129,361) - Unamortized loan origination fees $ 107,679,360 $ 107,679,360 $ 653,873- 1,437,052- $ 1,400,454,083$1,424,382,866$1,406,773,250$ 1,417,206,375 Financial Liabilities Members’ shares and savings accounts $ 1,336,119,312 $1,341,263,244 $1,316,276,114 $ 1,287,081,000 Borrowed funds 75,000,000 82,603,000 91,025,916 100,540,000 $ 1,411,119,312$1,423,866,244$1,407,302,030$ 1,387,621,000 Unrecognized Financial Instruments 42 Commitments to extend credit AN N UA L R EP O RT 2 01 1 $- $ 245,695,079$- $ 247,664,902 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 11 - 401(K) PROFIT SHARING PLAN The Credit Union has a 401(k) profit sharing plan that covers substantially all employees. Contributions by the Credit Union included in the determination of net loss for the years ended September 30, 2011 and 2010 amounted to approximately $775,000 and $614,000, respectively. NOTE 12 - DEFERRED COMPENSATION PLAN The Credit Union has a deferred compensation plan covering certain management employees which will be payable upon the employees retirement or termination. The liability at September 30, 2011 and 2010 was approximately $637,800 and $604,600 and is included in other accrued liabilities on the consolidated statements of financial condition. In 2010, the Credit Union established three new Supplemental Executive Retirement Plans (SERPs) that guarantee specific payments be made to key executives once eligibility requirements are met. As of September 30, 2011 and 2010, the obligation to the executives was $1,190,312 and $788,854, respectively. The SERPs were established to provide two benefit payment dates for each executive to be paid when they reach the age of 55 and 65. The payment at age 55 is a lump-sum payment while the payment to be made at age 65 is determined based on the 5 highest years of compensation paid to the executive between the date the agreements were signed and retirement age. The Credit Union has invested in assets to informally fund the deferred compensation plans. As of September 30, 2011 and 2010, the Credit Union had assets valued at $15,821,152 and $15,430,163, respectively, related to these plans. The assets would be available to general creditors in the event of liquidation of the Credit Union’s assets. The Credit Union anticipates payments under the terms of the SERPs to be as follows: Year Ending September 30: 2012 2013 500,000 2014 - 2015 - 2016 Total $ - $ 500,000 ANNUAL R E P O RT 2 011 43 AUDITED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2011 AND 2010 NOTE 13 - SERVICING PORTFOLIO FAIRWINDS Credit Union was servicing $96,616,088 and $82,688,008 of unpaid FNMA mortgage balances at September 30, 2011 and 2010, respectively. Servicing fee income related to these portfolios was approximately $224,000 and $174,000 for the years ended September 30, 2011 and 2010, respectively. These amounts are included in fees and charges on the consolidated statements of operations. Custodial funds in escrow represent member payments for principal and interest, as well as for taxes and insurance. These amounts are held in escrow, with a corresponding liability recorded until the date that such funds are released by the Credit Union for their intended purpose. The total amount of escrow funds at September 30, 2011 and 2010 was $1,247,054 and $1,089,357, respectively. NOTE 14 - MORTGAGE SERVICING RIGHTS The following is an analysis of the change in capitalized originated mortgage servicing rights: 44 September 30, Balance - beginning $ 2011 840,197 $ 2010 599,631 Capitalized servicing rights 163,039 263,167 Amortization expense (28,659) (22,601) Balance - ending $ 974,577 $ 840,197 AN N UA L R EP O RT 2 01 1 BRANCH LOCATIONS ALTAMONTE SPRINGS KISSIMMEE SOUTH SEMORAN APOPKA LADY LAKE ST. CLOUD AVALON PARK LAKE FOREST TUSKAWILLA BALDWIN PARK LAKE MARY UNIVERSAL BACK LOT CLERMONT LEESBURG UNIVERSITY COLLEGE PARK LONGWOOD VISTA LAKES DELAND MAITLAND WATERFORD LAKES DELTONA METRO WEST WEKIVA DOWNTOWN ORLANDO MT. DORA WEST ORLANDO DR. PHILLIPS ORANGE CITY WINTER GARDEN EAST OVIEDO OVIEDO WINTER PARK FERN PARK SAND LAKE FOUR CORNERS SANFORD 150 Cranes Roost Blvd. #1230 Altamonte Springs, FL 32701 1621 S. Orange Blossom Trail Apopka, FL 32703 12800 Tanja King Blvd. Orlando, FL 32828 1801 Prospect Ave. Orlando, FL 32803 1380 S. Grand Hwy. Clermont, FL 34711 1402 Edgewater Dr. Orlando, FL 32804 136 S. Woodland Blvd. Deland, FL 32720 111 Howland Blvd. Deltona, FL 32738 135 W. Central Blvd. Orlando, FL 32801 7541-B West Sand Lake Rd. Orlando, FL 32819 1425 E. Mitchell Hammock Rd. Oviedo, FL 32765 134 Fernwood Blvd. Fern Park, FL 32730 742 Cagan View Rd. Clermont, FL 32714 1319 E. Osceola Pkwy., Ste. D Kissimmee, FL 34744 870 US 441 N., Ste. C Lady Lake, FL 32159 5020 W. State Road 46 Sanford, FL 32771 2879 W. Lake Mary Blvd. Lake Mary, FL 32746 27414 US Hwy 27 Leesburg, FL 34748 800 E. State R d. 434 Longwood, FL 32750 457 S. Orlando Ave. Maitland, FL 32751 5875 Arnold Palmer Dr. Orlando, FL 32835 18415 US Hwy 441 Mt. Dora, FL 32757 2487 Enterprise Rd. Orange City, FL 32763 77 Geneva Dr. Oviedo, FL 32765 2375 S. Semoran Blvd. Orlando, FL 32822 2975 E. Irlo Bronson Memorial Hwy. St. Cloud, FL 34744 1475 Tuskawilla Rd. Winter Springs, FL 32708 1000 Universal Studios Plaza, T -16 Orlando, FL 32819 3133 N . Alafaya Trail Orlando, FL 32826 7037 Narcoossee Rd. Orlando, FL 32822 306 N . Alafaya Trail Orlando, FL 32828 397 Wekiva Springs Rd. Longwood, FL 32779 6329 W. Colonial Dr. Orlando, FL 32818 13580 Colonial Dr. Winter Garden, FL 34787 1351 S. Semoran Blvd. Winter Park, FL 32792 2475 Sand Lake Rd. Orlando, FL 32809 261 E. Airport Blvd. Sanford, FL 32773 ANNUAL R E P O RT 2 011 45 ANNUAL REPORT 2011 IMPROVING YOUR FINANCIAL WELL-BEING
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