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FEB 2 8 2014
Board of Governors of
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FRY-6
OMB Number 7100-0297
Approval expires December 31, 2015
Page 1 of 2
Federal Reserve Syste
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 U.S.C. § 1844 (c)(1)(A)); Section 8(a)
of the International Banking Act (12 U.S.C. § 3106(a)); Sections
11(a)(1), 25 and 25A of the Federal Reserve Act (12 U.S.C.
§§ 248(a)(1), 602, and 611a); Section 211.13(c) of Regulation K
(12 C.F.R. § 211.13(c)); and Section 225.S(b) of Regulation Y (12
C.F.R. § 225.5(b)) and section 10(c)(2)(H) of the Home Owners'
Loan Act. Return to the appropriate Federal Reserve Bank the
original and the number of copies specified.
This report form is to be filed by all top-tier bank holding compa
nies and top-tier savings and loan holding companies organized
under U.S. law, and by any foreign banking organization that
does not meet the requirements of and is not treated as a qualify
ing
foreign
banking
organization
under
Section
211.23
of
Regulation K (12 C.F.R. § 211.23). (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.
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
Date of Report (top-tier holding company's fiscal year-end):
December 31, 2013
Month I Day I Year
individual who is a senior official and is also a director, the chair
man of the board must sign the report.
Reporter's Name, Street, and Mailing Address
I, Richard S. Dennis, President
Athens Bancorp, Inc.
Legal Title of Holding Company
Name of the Holding Company Director and Offici al
200
Title of the Holding Company Director and Offici al
North West Street
(Mailing Address of the Holding Company) Street I P.O. Box
attest that the Annual Report of Holding Companies (including
Athens
the supporting attachments) for this report date has been pre
IL
62613
City
State
Zip Code
pared 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 Board's
ility of lnformati , "
C.F.R. Part 261,
"Rules Regardi
to pu ic release of all
that the Re rter and i ividual c s
details in t e repo
cer ·ng tha ind i
al.
Physical location (if different from mailing address)
Person to whom questions about this report should be directed:
Richard S. Dennis
President
Name
Title
217-636-8214
Area Code I Phone Number I Extension
21 7
-
636 7 4 58
-
Area Code I FAX Number
[email protected]
E-mail Address
·
Address (URL) for the Holding Company's web page
For holding companies
nQJ. registered with the
Indicate status of Annual Report to Shareholders:
1:81
D
0
is included with the FR Y-6 report
SEC-
Does the reporter request confidential treatment for any portion of this
submission?
0 Yes
Please identify the report items to which this request
applies:
will be sent under separate cover
O In accordance with the instructions on pages GEN-2
is not prepared
and
For Federal Reserve Bank Use Only
RSSDID
C.I.
t_'L/!! 6 9ijl
I
3, a letter justifying the request is being provided.
O The infonnation for which confidential treatment is sought
is being submitted separately labeled "Confidential."
t8J No
Public reporting burden for this information collection is estimated to vary from 1.3 to 101 hours per response. with an average of 5.25 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, N.W., Washington, DC 20551, a nd to the
Office of Management and Budget, Paperwor1< Reduction Project (7t00-0297), Washington. DC 20503.
12/2012
-
.,
Contents
Independent Accountant's Report
1
Financial Statements
Balance sheets
Statements of income
Statements of comprehensive income
Statements of stockholders' equity
Statements of cash flows
2
3
4
5
6
McGladrey LLP
_
McGladrey
Independent Accountant's Report
To the Board of Directors
Athens Bancorp, Inc.
Athens, Illinois
We have compiled the accompanying balance sheets of Athens Bancorp, Inc. (Parent Company Only) as
of December 31, 2013 and 2012, and the related statements of income, comprehensive income,
stockholders' equity, and cash flows for the years then ended. We have not audited or reviewed the
accompanying financial statements and, accordingly, do not express an opinion or provide any assurance
about whether the financial statements are in accordance with accounting principles generally accepted in
the United States of America.
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with accounting principles generally accepted in the United States of America and for
designing, implementing, and maintaining internal control relevant to the preparation and fair presentation
of the financial statements.
Our responsibility is to conduct the compilations in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified Public Accountants. The
objective of a compilation is to assist management in presenting financial information in the form of
financial statements without undertaking to obtain or provide any assurance that there are no material
modifications that should be made to the financial statements.
These financial statements have been prepared in accordance with the requirements of the Federal
Reserve Board for Form FR Y-6. These requirements provide for the preparation of parent company only
financial statements. Accounting principles generally accepted in the United States of America provide
that parent company only statements should not normally be prepared except in conjunction with
consolidated financial statements. Accordingly, the accompanying financial statements are not intended
to present the financial position or results of operations of the Company in conformity with accounting
principles generally accepted in the United States of America. This report is intended solely for filing with
regulatory agencies and is not intended for any other purpose.
Management has elected to omit substantially all of the disclosures required by accounting principles
generally accepted in the United States of America. If the omitted disclosures were included in the
financial statements, they might influence the user's conclusions about the Company's financial position,
results of operations, and cash flows. Accordingly, these financial statements are not designed for those
who are not informed about such matters.
Springfield, Illinois
January 21, 2014
1
Member or the RSM lntomotlonal network of ln�ndcnt occountlng, t;1x ond comultlng flrn1s.
. -.
Athens Bancorp, Inc.
(Parent Company Only)
Balance Sheets
December 31, 2013 and 2012
See Accountant's Report
2013
2012
Assets
$
Cash
Due from subsidiary
Investment in common stock of Athens State Bank
2,580
$
568
104
12,239,703
$
12,240,375
105
11,601,154
Total assets
$
11,603,839
Liabilities and Stockholders' Equity
Liabilities
$
$
Total liabilities
Stockholders' Equity
Common stock, $10 par value, 99,900 shares authorized,
issued 26,213 shares 2013 and 26,814 shares 2012
·Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss)
262,130
268, 140
450,000
10,915,270
606,965
12,240,375
450,000
11,218,378
(326,669)
Total stockholders' equity
11,603,839
Total liabilities and stockholders' equity
2
$
11,603,839
$
12,240,375
. ....
Athens Bancorp, Inc.
(Parent Company Only)
Statements of Income
Years Ended December 31, 2013 and 2012
See Accountant's Report
2013
Income:
Dividends from subsidiary
Equity in undistributed income of
subsidiary - Athens State Bank
$
2012
946,513
$
295,085
Total income
Expenses:
Corporate fees and miscellaneous
Net income before income tax benefit
Income tax benefit
Net income
$
3
727,896
1,241,598
773,428
1,501,324
2,017
1,974
1,239,581
1,499,350
30
30
1,239,611
$
1,499,380
Athens Bancorp, Inc.
(Parent Company Only)
Statements of Comprehensive Income
Years Ended December 31, 2013 and 2012
See Accountant's Report
2013
Net income
Other comprehensive income (loss), net of tax:
Securities available for sale:
Unrealized net holding gains (losses) arising during the period,
net of tax
Other comprehensive income (loss), net of tax
Comprehensive income
$
$
(933,634)
305,977
1,499,380
72,995
72,995
(933,634)
$
4
1,239,611
2012
$
1,572,375
Athens Bancorp, Inc.
(Parent Company Only)
Statements of Stockholders' Equity
Years Ended December 31, 2013 and 2012
See Accountant's Report
Accumulated
Other
Balance, December
31, 2011
$
Stock
Additional
Retained
Comprehensive
Common
Paid-in-Capital
Earnings
Income (loss)
269,990
$
450,000
$
10,141,936
$
(1,850)
185 shares of common stock
(81,400)
(644,646)
268,140
31, 2012
450,000
10,915,270
606,965
Retire
(6,010)
601 shares of common stock
31, 2013
1,239,611
(933,634)
(270,450)
(672,063)
(933,634)
(264,440)
(672,063)
Cash dividends paid
Balance, December
12,240,375
1,239,611
Net income
Other comprehensive loss
$
262,130
$
5
450,000
$
11,218,378
$
(326,669)
11,395,896
1,499,380
72,995
(83,250)
(644,646)
72,995
Cash dividends paid
Balance, December
$
1,499,380
Net income
Other comprehensive income
Retire
533,970
Total
$
11,603,839
Athens Bancorp, Inc.
( Parent Company
Only)
Statements of Cash Flows
Years Ended December
31, 2013 and 2012
See Accountant's Report
2013
Cash Flows From Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Equity in undistributed income from subsidiary Athens State Bank
(Increase) decrease in due from subsidiary
$
Net cash provided by operating activities
Cash Flows From Financing Activities
Dividends paid
Retire shares of common stock
Net cash used in financing activities
2012
1,239,611
$
(295,085)
(1)
944,525
(773,428)
1
725,953
(672,063)
(270,450)
(942,513)
(644,646)
(83,250)
(727,896)
2,012
Net increase (decrease) in cash
Cash:
Beginning
(1,943)
568
Ending
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes
6
1,499,380
2,511
$
2 580
$
568
$
28 019
$
12,252
,•
9··
Form FR Y-6
ATHENS BANCORP, INC.
Athens, IL
Year Ended December 31, 2013
Report Item 1a: Form 1OK Filed with the Securities and Exchange Commission
The Bank Holding Company is not registered with the SEC.
Report Item 1b: Financial Statements
See attached financial statements.
Report Item 2a: Organization Chart
Athens Bancorp, Inc.
Athens, Illinois
Incorporated in Delaware
Athens State Bank
Athens, Illinois
100%
direct ownership
Incorporated in Delaware
Report Item 2b: List of Domestic Branches
List of Domestic Branches was emailed to the Federal Reserve Bank of Chicago on 01/15/2014.
•,
R<tults: A list of branches foqoordcpos;1ory institution: ATHENS STATE BANK (ID_RSSD: 92�937).
instit ution ;, held by ATHENS BANCORP. INC. (1�116?71) of ATHENS. IL.
11tC d:1t3 :ire 3S of 12/3112013. 03!3 reflects information th3l was rccchtd :md processed th.rough 01/0712014.
This dcposito<y
V ifiC'ation Steps
Rc<'flnc.ilietion and s;r
I.
2.
In the Da tt Action colwnn of each branch row, enter one or more o(thc actions specified bc)ow.
i
If requ red, enter the date in the Effective Date column.
Asli2!ll
OK: IfdlC branch infonnalion is correct, enter 'OK' in the Data Action column.
Chan ge: If t.hc branch infonnation is incorrect or incomplete, revise the datn, enter 'Ch:mi;c' in the Data Action column and the dntc when this infomi:uion first bcc:imc valid in the EffectiYe Date column.
Closc: lf a branch listed WllS sold or closed, enter 'Close' in the Dau Acti on column and the sale or co
l sure date in the Effecth•e Date colwnn.
Delek: f(3 branch listed w3s never owned by this depository instilulion, enter 'Delete' in the Dala Action column.
Add: If 3 rcpor1nblc branch is missing, insert a row, add the brnnch d:ita, and enter 'Add' in the Data Action column and the opening or acquisition dntc In the Effective Date column.
If printing this list, you may need to adjust your page setup in MS E."Xccl. Try using fond scape oriental.ion, page scaling. and/or legal sized popcr,
Submission Procedure
When )'OU 31'C finished, send a Sa\"Cd copy to your FRB contact Sec the dctnilcd instructions on this site for more information.
h
Ifyou :ire e-mailing this to your FRB contnct, put your instilution n:ime, city 311d state inl c subject line of the e-mail
Note:
To sotisf)•thc FR Y-10 reporting requirements, you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Dat·a Action ofCh.:lnge, Close. Oi::Jc1c, or Add.
The FR Y-10 report may be submitted in n hard copy fonn3l or vi:! the FR Y-10 Onltne appliCJlion - https://ylOonlinc.fcdcrnrcscn·e.gov.
•FDIC UNlNUM, OffJCe Number, and JD_RSSD coluntns
Data Action Effective Datt Branch Sen.ice Tvoe
OK
12/31/2013 Full Scn·icc (Head Office)
arc
for reference only. Vcrificnlion oflhcsc values 1s not required.
Branch
Pooular Name
92-4937 ATHENS STATE BANK
Strttt Address
RTH WEST STREET
200 NO
Citv
ATHENS
a
St te Zio
County
IL
62613 MENARD
62675 MENARD
Country
ffice
Orfice Number• HudO
FDIC
UNITED
6156
UNITED
0 ATHENS STATE BANK
H..dOffico ID RSSD•
924937
3657478 420 EAST SANGAMON
420 EAST SANGAMON
465463
2 ATHENS STATE BANK
924937
12131/2013 Full Scn·icc
4352341 NEW SALEM OFFICE
14202 STATE HIGHWAY 97
PETER.'iBUR
PETERS BUR
IL
OK
IL
62675 MENARD
UNITED
517806
3 ATHENS STATE BANK
924937
OK
12131/2013 Full Service
2304261 SPRJNGFIELD OFFICE
6530 NORTH STATE ROUTE 29 SPRINGFIEL
IL
62707 SANGAMO
UNITED
220733
I ATHENS STATE BANK
924937
OK
12131/2013 Full Scn;cc
Com ment
,.
"I? .,
Form FR Y-6
ATHENS BANCORP, INC.
Athens, IL
Year Ended December 31, 2013
Report Item 3: Shareholders
There were two shareholders who owned 5% or more of the outstanding common stock of Athens Bancorp,
Inc. as of 12/31/2013. They are as follows:
Name and Address
Michelle Nix
Citizenship
Shares Owned
Percentage
USA
2,400
9.16%
USA
2,400
9.16%
Chatham, IL
Todd Brewer
DuBuque, IA
There are no warrants or other securities or rights that can be converted into or exercised for
voting securities.
There are no employee benefit plans that are bank holding companies.
Form FR Y-6
ATHENS BANCORP, INC.
Athens, IL
Year Ended December 31, 2013
Report Item
4:
Insiders
Percentage of
Title and Position
Common Stock Owned
Other
Companies
Bank
Name and Address
K. Dean Baugher
Principal
Holding
Occupation
Company
Farmer
Athens, Illinois, USA
Subsidiaries
Bank
(if25% or
Other
Holding
more voting
Businesses
Company
Subsidiaries
3.05%
None
securities
Chairman of
Chairman of
Culver Fancy-
the Board and
the Board and
Prairie Coop,
Enterprises -
Director
Director
President
100%
Fancy Prairie
Fancy Prairie
Enterprises,
President
Richard S. Dennis
President
President,
President1
Petersburg, Illinois, USA
and CEO
Director
Director
William C. Engel
Brandt
Director
Director
Springfield, Illinois, USA
Consolidated,
None
0.99%
None
None
Brandt Consolidated
1.53%
None
None
1.14%
None
None
1.68%
None
None
4.77%
None
None
Inc, VP and Director
Inc.
L. David Evers
Fanmer
Director
Director
Eastview Farm, Inc
President
Greenview, IL, USA
Evers Farm, Inc
Steven W. Johnson
Insurance
Director
Athens, IL, USA
Director1
Financial Security
Vice Chairman
Solutions, Inc
President
Robert W. Zook
Athens, Illinois, USA
Farmer
Director
Director
Culver Fancy
Prairie Coop. Director

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