Athens Bancshares 10-Q/A 2013 Q1 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

(Mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-34534

ATHENS BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Tennessee	27-0920126
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
106 Washington Avenue, Athens, Tennessee	37303
(Address of principal executive offices)	(Zip Code)

(423) 745-1111

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesxNo¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer		Accelerated filer
Non-accelerated filer	(Do not check if a smaller reporting company)	Smaller reporting company	X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨Nox

As of May 7, 2013, the number of shares of common stock outstanding was 2,198,313.

EXPLANATORY NOTE

Athens Bancshares Corporation (the “Company”) is filing this amendment to its Quarterly Report on Form 10-Q (the “Amended Report”) for the quarter ended March 31, 2013, which was originally filed with the Securities and Exchange Commission on May 10, 2013 (the “Original Report”), to correct an error included on page 22 of the Original Report.  Page 22 of the Amended Report correctly discloses that the Company’s non-performing loans totaled $3.8 million at March 31, 2013, and not $4.4 million as incorrectly disclosed in the Original Report.  In addition, the Amended Report also includes an updated XBRL exhibit that reflects certain detail tagging corrections.  Each of the errors included in the Original Report was a result of third party technical issues.  The Company has filed new certifications as Exhibit 31.1 and Exhibit 31.2 to the Amended Report as required by applicable SEC rules.  Except as noted above, the Amended Report (i) does not affect any other items in the Original Report and (ii) continues to speak as of the date of the Original Report.  The disclosure contained in the Amended Report has not been updated to reflect events that have occurred since the filing of the Original Report.

ATHENS BANCSHARES CORPORATION

Table of Contents

		Page No.
Part I. Financial Information
Item 1.	Financial Statements
	Consolidated Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012	1
	Consolidated Statements of Income for the Three Months Ended March 31, 2013 and 2012 (unaudited)	2
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2013 and 2012 (unaudited)	3
	Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2013 (unaudited)	4
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012 (unaudited)	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25
Part II. Other Information
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
Signatures		30

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Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	(Unaudited) March 31, 2013	December 31, 2012
ASSETS
Cash and due from banks	$26,097,750	$16,236,135
Federal funds sold	—	—
Interest-bearing deposits in banks	4,015,977	4,015,977
Total cash and cash equivalents	30,113,727	20,252,112
Interest-bearing time deposits in banks	249,000	249,000
Securities available for sale	27,938,865	32,150,108
Investments, at cost	3,393,800	3,393,800
Loans, net of allowance for loan losses of $ 4,550,036 and $4,475,302 at March 31, 2013 and December 31, 2012, respectively	215,298,317	217,274,617
Premises and equipment, net	4,591,911	4,604,882
Accrued interest receivable	993,368	914,361
Cash surrender value of bank owned life insurance	9,586,383	9,512,171
Foreclosed real estate	545,269	508,529
Other assets	2,833,877	2,772,917
Total assets	$295,544,517	$291,632,497
LIABILITIES AND EQUITY
LIABILITIES
Deposits:
Noninterest-bearing	$17,982,994	$15,640,110
Interest-bearing	222,710,572	218,607,993
Total deposits	240,693,566	234,248,103
Accrued interest payable	153,692	158,299
Securities sold under agreements to repurchase	1,383,092	2,109,541
Federal Home Loan Bank advances	3,000,000	3,000,000
Accrued expenses and other liabilities	4,292,078	4,112,150
Total liabilities	249,522,428	243,628,093
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued	—	—
Common stock, $ 0.01 par value; 50,000,000 shares authorized; 2,777,250 shares issued and 2,220,813 outstanding at March 31, 2013 and 2,358,568 at December 31, 2012	22,208	23,586
Additional paid-in capital	21,482,838	22,774,875
Common stock acquired by benefit plans:
Restricted stock	(813,271)	(878,732)
Unallocated common stock held by:
Employee Stock Ownership Plan Trust	(1,777,440)	(1,777,440)
Retained earnings	26,618,110	27,319,933
Accumulated other comprehensive income	489,644	542,182
Total stockholders’ equity	46,022,089	48,004,404
Total liabilities and stockholders’ equity	$295,544,517	$291,632,497

The accompanying notes are an integral part of these consolidated financial statements.

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended March 31,
	2013	2012
Interest and dividend income:
Loans, including fees	$3,309,522	$3,342,962
Dividends	30,968	32,880
Securities and interest-bearing deposits in other banks	186,204	250,220
Total interest income	3,526,694	3,626,062
Interest expense:
Deposits	535,125	666,083
Federal funds purchased and securities sold under agreements to repurchase	485	517
Federal Home Loan Bank advances	31,993	33,042
Total interest expense	567,603	699,642
Net interest income	2,959,091	2,926,420
Provision for loan losses	135,449	86,096
Net interest income after provision for loan losses	2,823,642	2,840,324
Noninterest income:
Customer service fees	473,236	485,080
Other charges and fees	396,854	354,303
Investment sales commissions	121,335	87,058
Increase in cash surrender value of life insurance	89,156	83,896
Other noninterest income	166,215	161,750
Total noninterest income	1,246,796	1,172,087
Noninterest expenses:
Salaries and employee benefits	1,792,171	1,664,288
Occupancy and equipment	360,432	335,044
Federal deposit insurance premiums	44,439	44,546
Data processing	293,443	204,418
Advertising	39,325	44,491
Other operating expenses	706,735	619,894
Total noninterest expenses	3,236,545	2,912,681
Income before income taxes	833,893	1,099,730
Income tax expense	277,769	557,991
Net income	$556,124	$541,739
Earnings per common share:
Basic	$0.27	$0.22
Diluted	$0.26	$0.22
Dividends per common share	$0.05	$0.05

The accompanying notes are an integral part of these consolidated financial statements.

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended March 31,
	2013	2012
Net income	$556,124	$541,739
Other comprehensive loss, before tax:
Unrealized holding losses on securities available for sale	(84,739)	(186,771)
Reclassification adjustment for gains included in net income	—	—
Other comprehensive loss, before tax	(84,739)	(186,771)
Income tax benefit related to other comprehensive income items	32,201	70,973
Other comprehensive loss, net of tax	(52,538)	(115,798)
Comprehensive income	$503,586	$425,941

The accompanying notes are an integral part of these consolidated financial statements.

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Three Months Ended March 31, 2013

(Unaudited)

	Common Stock	Additional Paid-In Capital	Retained Earnings	Common Stock Acquired By Benefit Plans	Accumulated Other Comprehensive Income	Total
Balance, December 31, 2012	$23,586	$22,774,875	$27,319,933	$(2,656,172)	$542,182	$48,004,404
Net income	—	—	556,124	—	—	556,124
Change in unrealized gains (losses) on securities available for sale, net of tax	—	—	—	—	(52,538)	(52,538)
Dividends—$ 0.05 per share	—	—	(106,846)	—	—	(106,846)
Release of restricted stock plan shares	—	(65,461)	—	65,461	—	—
Stock compensation expense	—	87,607	—	—	—	87,607
Purchase of Company common stock	(1,378)	(1,314,183)	(1,151,101)	—	—	(2,466,662)
Balance, March 31, 2013	$22,208	$21,482,838	$26,618,110	$(2,590,711)	$489,644	$46,022,089

The accompanying notes are an integral part of these consolidated financial statements.

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
	March 31, 2013	March 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$556,124	$541,739
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	128,302	109,387
Amortization of securities and other assets	100,480	94,360
Provision for loan losses	135,449	86,096
Deferred income taxes	(22,998)	101,031
Other gains and losses, net	(53,431)	(88,366)
Stock compensation expense	87,607	73,734
Net change in:
Cash surrender value of life insurance	(74,212)	(72,586)
Loans held for sale	151,298	299,539
Accrued interest receivable	(79,007)	(123,456)
Accrued interest payable	(4,607)	655
Prepaid FDIC assessment	38,670	38,309
Other assets and liabilities	117,164	49,759
Net cash provided by operating activities	1,080,839	1,110,201
CASH FLOWS FROM INVESTING ACTIVITIES:
Securities available for sale:
Purchases	(808,339)	(7,601,636)
Maturities, prepayments and calls	4,852,696	4,719,955
Loan originations and principal collections, net	1,614,753	(4,504,614)
Purchases of premises and equipment	(115,331)	(66,699)
Proceeds from sale of foreclosed real estate	91,491	494,305
Net cash provided by (used in) investing activities	5,635,270	(6,958,689)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits	6,445,463	10,818,903
Net decrease in securities sold under agreements to repurchase	(726,449)	(843,543)
Repayment of Federal Home Loan Bank advances	—	(29,396)
Purchase of Company common stock	(2,466,662)	(282,013)
Dividends paid	(106,846)	(124,675)
Net cash provided by financing activities	3,145,506	9,539,276
NET INCREASE IN CASH AND CASH EQUIVALENTS	9,861,615	3,690,788
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	20,252,112	23,577,437
CASH AND CASH EQUIVALENTS, END OF PERIOD	$30,113,727	$27,268,225
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid on deposits and borrowed funds	$572,210	$698,987
Income taxes paid	84,440	194,507
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Acquisition of real estate acquired through foreclosure	$86,936	$182,375

The accompanying notes are an integral part of these consolidated financial statements.

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1. Summary of Significant Accounting Policies

The accounting and reporting policies of Athens Bancshares Corporation (the “Company”) and subsidiary conform with United States generally accepted accounting principles (“GAAP”) and practices within the banking industry. The Financial Accounting Standards Board (“FASB”) has adopted the FASB Accounting Standards Codification (“ASC”) as the single source of authoritative nongovernmental GAAP. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) are also sources of authoritative GAAP for SEC registrants.

The policies that materially affect financial position and results of operations are summarized as follows:

Interim Financial Information (Unaudited)

The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the SEC. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. Operating results for the three months ended March 31, 2013, are not necessarily indicative of the results that may be expected for the full year or in any other period. For further information, refer to the Company’s consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

The Company has evaluated events and transactions for potential recognition and disclosure through the date the financial statements were issued.

Nature of operations

The Company is a holding company whose principal activity is the ownership and management of its wholly owned subsidiary, Athens Federal Community Bank (the “Bank”). The Bank provides a variety of financial services to individuals and corporate customers through its seven branches located in Athens, Sweetwater, Etowah, Madisonville, and Cleveland, Tennessee. The Bank’s primary deposit products include checking, savings, certificates of deposit, and IRA accounts. Its primary lending products are one-to-four family residential, commercial real estate, and consumer loans. Southland Finance, Inc. (“Southland”) is a consumer finance company with one branch located in Athens, Tennessee. Ti-Serv, Inc. (“Ti-Serv”) maintains the Bank’s investment in Valley Title Services, LLC (“Valley Title”). Southland and Ti-Serv are wholly-owned subsidiaries of the Bank. Valley Title is a wholly-owned subsidiary of Ti-Serv.

Use of estimates

The preparation of consolidated financial statements in conformity with GAAP 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. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of deferred tax assets, other-than-temporary impairment of securities, and the fair value of financial instruments.

Recent Accounting Pronouncements

In February 2013, the FASB issued updated guidance related to disclosure of reclassification amounts out of other comprehensive income. The standard requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. The new requirement will take effect for public companies in fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company adopted this standard on January 1, 2013. The effect of adopting this standard increases our disclosure requirements surrounding reclassification items out of accumulated other comprehensive income.

Other than disclosures contained within these statements, the Company has determined that all other recently issued accounting pronouncements will not have a material impact on its consolidated financial statements or do not apply to its operations.

Earnings Per Common Share

When presented, basic earnings per share are computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential

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dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.

The following is a summary of the basic and diluted earnings per share for the three months ended March 31, 2013 and 2012:

	Three Months Ended March 31,
	2013	2012
Basic earnings per share calculation:
Numerator: Net income	$556,124	$541,739
Denominator: Weighted average common shares outstanding	2,094,039	2,471,767
Effect of dilutive stock options	83,892	28,094
Diluted shares	2,177,931	2,499,861
Basic earnings per share	$0.27	$0.22
Diluted earnings per share	$0.26	$0.22

Reclassifications

Certain amounts from prior period financial statements have been reclassified to conform to the current period’s presentation.

Note 2. Securities

The amortized cost and estimated fair value of securities classified as available for sale and held to maturity at March 31, 2013 and December 31, 2012 are as follows:

	March 31, 2013
	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
Securities Available for Sale:
Securities of U.S. Government agencies and corporations	$9,134,849	$94,195	$(833)	$9,228,211
Mortgage-backed and related securities (1)	11,772,896	364,009	(2)	12,136,903
State and municipal securities	6,241,371	345,976	(13,596)	6,573,751
	$27,149,116	$804,180	$(14,431)	$27,938,865

	December 31, 2012
	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
Securities Available for Sale:
Securities of U.S. Government agencies and corporations	$13,233,968	$117,177	$—	$13,351,145
Mortgage-backed and related securities (1)	12,605,316	371,395	(6)	12,976,705
State and municipal securities	5,436,337	394,395	(8,474)	5,822,258
	$31,275,621	$882,967	$(8,480)	$32,150,108

(1) Collateralized by residential mortgages and guaranteed by U.S. Government sponsored entities.

As of March 31, 2013 and December 31, 2012, the Company did not have any securities classified as held-to-maturity.

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The amortized cost and estimated market value of securities at March 31, 2013, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	March 31, 2013
	Securities Available for Sale
	Amortized		Fair
	Cost		Value
Due in one year or less	$3,662,442	$3,688,812
Due after one year through five years	5,434,865	5,526,705
Due five years to ten years	3,158,374	3,279,623
Due after ten years	3,120,539	3,306,822
Mortgage-backed securities	11,772,896	12,136,903
Total	$27,149,116	$27,938,865

The Company had no realized gains or losses for the three-month period ended March 31, 2013 and had no realized gains or losses for the three-month period ended March 31, 2012.

The Company has pledged securities with carrying values of approximately $20,203,000 and $20,281,000 (which approximates fair values) to secure deposits of public and private funds as of March 31, 2013 and December 31, 2012, respectively.

Securities with gross unrealized losses at March 31, 2013 and December 31, 2012, aggregated by investment category and length of time that individual securities have been in a continuous loss position, are as follows:

	March 31, 2013
	Less than 12 Months		12 Months or Greater		Total
	Fair Value	Gross Unrealized Losses	Fair Value	Gross Unrealized Losses	Fair Value		Gross Unrealized Losses
	(dollars in thousands)
Securities Available for Sale:
Securities of U.S. Government agencies and  corporations	$1,000	$(1)	$—	$—		$1,000	$(1)
State and municipal securities	443	(14)	—	—		443	(14)
Mortgage-backed and related securities	1	—	—	—		1	—
	$1,444	$(15)	$—	$—		$1,444	$(15)

	December 31, 2012
	Less than 12 Months		12 Months or Greater		Total
	Fair Value	Gross Unrealized Losses	Fair Value	Gross Unrealized Losses	Fair Value	Gross Unrealized Losses
	(dollars in thousands)
Securities Available for Sale:
State and municipal securities	436	$(8)	$—	$—	$436	$(8)
Mortgage-backed and related securities	1	—	—	—	1	—
	$437	$(8)	$—	$—	$437	$(8)

Management performs periodic reviews for impairment in accordance with ASC Topic 320,Investment – Debt and Equity Securities.

At March 31, 2013, the four securities with unrealized losses had depreciated 1.00 percent from the Company’s amortized cost basis. At December 31, 2012, the two securities with unrealized losses had depreciated 1.90 percent from the Company’s amortized cost basis. Most of these securities are guaranteed by either U.S. government corporations or agencies or had investment grade ratings upon purchase. Further, the issuers of these securities have not established any cause for default. The unrealized losses associated with these investment securities are primarily driven by changes in interest rates and are not due to the credit quality of the securities. These securities will continue to be monitored as a part of the Company’s ongoing impairment analysis, but are expected to perform even if the rating agencies reduce the credit rating of the bond insurers. Management evaluates the financial performance of each issuer on a quarterly basis to determine if it is probable that the issuers can make all contractual principal and interest payments.

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Upon acquisition of a security, the Company determines the appropriate impairment model that is applicable. If the security is a beneficial interest in securitized financial assets, the Company uses the beneficial interests in securitized financial assets impairment model. If the security is not a beneficial interest in securitized financial assets, the Company uses the debt and equity securities impairment model. The Company conducts periodic reviews to evaluate each security to determine whether an other-than-temporary impairment has occurred. The Company does not have any securities that have been classified as other-than-temporarily-impaired at March 31, 2013.

Note 3. Investments, at Cost

The Bank carries the following investments at cost because they are not readily marketable and there is no established market price for the investments. These investments are normally redeemed by the issuer at par value and may carry call or put options under certain circumstances.

Investments carried at cost at March 31, 2013 and December 31, 2012 consist of:

	March 31, 2013	December 31, 2012
Federal Home Loan Bank of Cincinnati common stock	$2,898,800	$2,898,800
Tenth Street Fund III, L.P. investment	495,000	495,000
	$3,393,800	$3,393,800

Note 4. Loans and Allowances for Loan Losses

The Bank and Southland provide mortgage, consumer, and commercial lending services to individuals and businesses primarily in the East Tennessee area.

The Company’s loans consist of the following at March 31, 2013 and December 31, 2012.

		March 31, 2013	December 31, 2012
Mortgage loans on real estate:
Residential 1-4 family		$83,072,535	$83,159,454
Residential multifamily (5 or more units)		21,967,532	21,783,855
Commercial		53,325,344	54,969,090
Construction and land		22,912,108	21,998,286
		181,277,519	181,910,685
Commercial loans		12,197,323	12,591,324
Consumer and equity lines of credit		27,116,940	27,992,762
Total loans		220,591,782	222,494,771
Less:	Allowance for loan losses	(4,550,036)	(4,475,302)
	Unearned interest and fees	(439,105)	(447,656)
	Net deferred loan origination fees	(304,324)	(297,196)
Loans, net		$215,298,317	$217,274,617

The following presents activity in the allowance for loan losses for the three months ended March 31, 2013 and the year ended December 31, 2012.

	March 31, 2013	December 31, 2012
Beginning balance	$4,475,302	$4,166,468
Provision for loan losses	135,449	1,080,277
Loans charged-off	(226,611)	(908,963)
Recoveries	165,896	137,520
Ending balance	$4,550,036	$4,475,302

Loan impairment and any related valuation allowance is determined under the provisions established by ASC Topic 310. For all periods presented above, impaired loans without a valuation allowance represent loans for which management believes that the collateral value of the loan is higher than the carrying value of that loan.

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The allocation of the allowance for loan losses and recorded investment in loans by portfolio segment are as follows:

	March 31, 2013
	Commercial	Residential 1-4 Family	Commercial Real Estate and Multi- Family	Construction and Land	Consumer and Other	Unallocated	Total
Specified reserves- impaired loans	$603,413	$702,220	$108,093	$258,608	$46,520	$—	$1,718,854
General reserves	224,584	715,576	950,445	457,695	477,377	5,505	2,831,182
Total reserves	$827,997	$1,417,796	$1,058,538	$716,303	$523,897	$5,505	$4,550,036
Loans individually evaluated for impairment	$1,866,051	$6,261,583	$1,409,572	$1,911,210	$305,357	$—	$11,753,773
Loans collectively evaluated for impairment	10,331,272	76,810,952	73,883,304	21,000,898	26,811,583	—	208,838,009
Total	$12,197,323	$83,072,535	$75,292,876	$22,912,108	$27,116,940	$—	$220,591,782

	December 31, 2012
	Commercial	Residential 1-4 Family	Commercial Real Estate and Multi- Family	Construction and Land	Consumer and Other	Unallocated	Total
Specified reserves- impaired loans	$454,620	$739,943	$109,659	$361,470	$56,094	$—	$1,721,786
General reserves	231,445	608,979	965,336	457,514	489,382	860	2,753,516
Total reserves	$686,065	$1,348,922	$1,074,995	$818,984	$545,476	$860	$4,475,302
Loans individually evaluated for impairment	$1,870,266	$6,327,833	$1,421,168	$1,978,395	$281,195	$—	$11,878,857
Loans collectively evaluated for impairment	10,721,058	76,831,621	75,331,777	20,019,891	27,711,567	—	210,615,914
Total	$12,591,324	$83,159,454	$76,752,945	$21,998,286	$27,992,762	$—	$222,494,771

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The following table details the changes in the allowance for loan losses from December 31, 2011 to March 31, 2013 by class of loan:

	Commercial	Residential 1-4 Family	Commercial Real Estate and Multi- Family	Construction and Land	Consumer and Other	Unallocated	Total
Balance, December 31, 2011	$564,853	$1,344,604	$1,006,036	$681,871	$541,458	$27,646	$4,166,468
Provision for loan losses	127,298	656,567	68,959	64,938	189,301	(26,786)	1,080,277
Loans charged-off	(16,034)	(663,729)	—	—	(229,200)	—	(908,963)
Recoveries	9,948	11,480	—	72,175	43,917	—	137,520
Balance, December 31, 2012	$686,065	$1,348,922	$1,074,995	$818,984	$545,476	$860	$4,475,302
Provision for loan losses	(4,394)	138,491	(16,457)	(5,181)	18,345	4,645	135,449
Loans charged-off	—	(70,962)	—	(97,500)	(58,149)	—	(226,611)
Recoveries	146,326	1,345	—	—	18,225	—	165,896
Balance, March 31, 2013	$827,997	$1,417,796	$1,058,538	$716,303	$523,897	$5,505	$4,550,036

The following table presents loans individually evaluated for impairment by class of loans as of March 31, 2013 and December 31, 2012:

	March 31, 2013
	Commercial	Residential 1-4 Family	Commercial Real Estate and Multi- Family	Construction and Land	Consumer and Other	Total
Loans individually evaluated for impairment:
Without a valuation allowance	$34,885	$2,282,712	$1,052,738	$799,101	$144,633	$4,314,069
With a valuation allowance	1,831,166	3,978,871	356,834	1,112,109	160,724	7,439,704
Recorded investment in impaired loans	$1,866,051	$6,261,583	$1,409,572	$1,911,210	$305,357	$11,753,773
Unpaid principal balance of impaired loans	$1,905,898	$6,683,915	$1,409,572	$2,848,313	$306,027	$13,153,725
Valuation allowance related to impaired loans	$603,413	$702,220	$108,093	$258,608	$46,520	$1,718,854
Average investment in impaired loans	$1,867,990	$6,271,502	$1,415,754	$1,960,471	$285,607	$11,801,324
Interest income recognized on impaired loans	$23,959	$27,043	$16,703	$1,467	$2,785	$71,957

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	December 31, 2012
	Commercial	Residential 1-4 Family	Commercial Real Estate and Multi- Family	Construction and Land	Consumer and Other	Total
Loans individually evaluated for impairment:
Without a valuation allowance	$34,885	$2,112,736	$1,061,923	$768,424	$73,927	$4,051,895
With a valuation allowance	1,835,381	4,215,097	359,245	1,209,971	207,268	7,826,962
Recorded investment in impaired loans	$1,870,266	$6,327,833	$1,421,168	$1,978,395	$281,195	$11,878,857
Unpaid principal balance of impaired loans	$1,910,113	$6,719,860	$1,421,168	$2,817,998	$281,865	$13,151,004
Valuation allowance related to impaired loans	$454,620	$739,943	$109,659	$361,470	$56,094	$1,721,786
Average investment in impaired loans	$2,254,699	$5,750,530	$2,117,175	$2,031,800	$506,201	$12,660,405
Interest income recognized on impaired loans	$114,732	$333,710	$104,273	$29,077	$35,663	$617,455

The following presents an aged analysis of past due loans as of the following:

	March 31, 2013
	30-89 Days Past Due	Greater Than 90 Days Past Due And Non-accrual	Total Past Due	Current Loans	Total Loans	Recorded Investment ³ 90 Days and Accruing
Residential 1-4 family	$225,808	$2,181,764	$2,407,572	$80,664,963	$83,072,535	$—
Commercial real estate and multifamily	—	—	—	75,292,876	75,292,876	—
Construction and land	24,608	1,491,037	1,515,645	21,396,463	22,912,108	—
Commercial	3,226	—	3,226	12,194,097	12,197,323	—
Consumer and other	249,797	85,508	335,305	26,781,635	27,116,940	29,517
Total	$503,439	$3,758,309	$4,261,748	$216,330,034	$220,591,782	$29,517

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	December 31, 2012
	30-89 Days Past Due	Greater Than 90 Days Past Due and Non-Accrual	Total Past Due	Current Loans	Total Loans	Recorded Investment ³ 90 Days and Accruing
Residential 1-4 family	$107,603	$2,298,290	$2,405,893	$80,753,561	$83,159,454	$10,237
Commercial real estate and multifamily	99,229	—	99,229	76,653,716	76,752,945	—
Construction and land	1,704,110	1,555,346	3,259,456	18,738,830	21,998,286	—
Commercial	—	—	—	12,591,324	12,591,324	—
Consumer and other	183,383	44,962	228,345	27,764,417	27,992,762	18,160
Total	$2,094,325	$3,898,598	$5,992,923	$216,501,848	$222,494,771	$28,397

Credit quality indicators:

Federal regulations require us to review and classify our assets on a regular basis. There are three classifications for problem assets: substandard, doubtful, and loss. “Substandard assets” must have one or more defined weaknesses and are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. “Doubtful assets” have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified “loss” is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. The regulations also provide for a “special mention” category, described as assets which do not currently expose an institution to a sufficient degree of risk to warrant classification but do possess credit deficiencies or potential weaknesses deserving close attention. When we classify an asset as substandard or doubtful, we may establish a specific allowance for loan losses.

The following outlines the amount of each loan classification and the amount categorized into each risk rating class as of the following:

	March 31, 2013
	Pass	Special Mention	Substandard	Doubtful	Loss	Total
Residential 1-4 family	$71,522,261	$5,288,691	$6,261,583	$—	$—	$83,072,535
Commercial real estate and multifamily	73,752,460	130,844	1,409,572	—	—	75,292,876
Construction and land	20,944,873	56,025	1,911,210	—	—	22,912,108
Commercial	10,331,272	—	1,866,051	—	—	12,197,323
Consumer and other	26,586,337	225,246	305,357	—	—	27,116,940
Total	$203,137,203	$5,700,806	$11,753,773	$—	$—	$220,591,782

	December 31, 2012
	Pass	Special Mention	Substandard	Doubtful	Loss	Total
Residential 1-4 family	$75,378,535	$1,453,086	$6,327,833	$—	$—	$83,159,454
Commercial real estate and multifamily	75,200,270	131,507	1,421,168	—	—	76,752,945
Construction and land	19,962,200	57,691	1,978,395	—	—	21,998,286
Commercial	10,721,058	—	1,870,266	—	—	12,591,324
Consumer and other	27,546,270	165,297	281,195	—	—	27,992,762
Total	$208,808,333	$1,807,581	$11,878,857	$—	$—	$222,494,771

A modification of a loan constitutes a troubled debt restructuring (“TDR”) when a borrower is experiencing financial difficulty and the modification constitutes a concession. By granting the concession, the Company expects to increase the probability of collection by more than would be expected by not granting the concession. The Company’s determination of whether a modification is a TDR considers the facts and circumstances surrounding each respective modification.

The following presents information related to loans modified in a TDR as of the following:

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	Three Months Ended March 31, 2013
	Number Of Loans	Pre-Modification Outstanding Recorded Investment	Post-Modification Outstanding Recorded Investment
Residential 1-4 family	—	$—	$—
Commercial real estate and multifamily	—	—	—
Construction and land	—	—	—
Commercial	—	—	—
Consumer and other	6	21,708	21,708
	6	$21,708	$21,708

	Three Months Ended March 31, 2012
	Number Of Loans	Pre-Modification Outstanding Recorded Investment	Post-Modification Outstanding Recorded Investment
Residential 1-4 family	—	$—	$—
Commercial real estate and multifamily	—	—	—
Construction and land	—	—	—
Commercial	—	—	—
Consumer and other	5	16,922	16,922
	5	$16,922	$16,922

The following sets forth loans modified in a TDR from April 1 through March 31, for each respective period, that subsequently defaulted (i.e., 60 days or more past due following a modification) during the following:

	Three Months Ended March 31, 2013
	Number Of Loans	Outstanding Recorded Investment at Default
Residential 1-4 family	1	$137,578
Commercial real estate and multifamily	1	99,216
Construction and land	1	5,353
Commercial	—	—
Consumer and other	2	39,620
	5	$281,767

	Three Months Ended March 31, 2012
	Number Of Loans	Outstanding Recorded Investment at Default
Residential 1-4 family	—	$—
Commercial real estate and multifamily	—	—
Construction and land	—	—
Commercial	—	—
Consumer and other	1	2,769
	1	$2,769

Note 5. Fair Value Disclosures

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the ASC Topic 820,Fair Value Measurements and Disclosures, the

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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 upon quoted market prices. 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 significantly 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 of the instrument.

ASC Topic 820 provides a consistent definition of fair value, which focuses on exit price in an orderly transaction between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in 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.

ASC Topic 820 also establishes a three-tier fair value which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value, as follows:

Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2—Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data.

Level 3—Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. There have been no changes in the methodologies used at March 31, 2013 and December 31, 2012. Further, for the three months ended March 31, 2013 and the year ended December 31, 2012, there were no transfers in or out of Levels 1, 2 or 3.

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments.

Cash, cash equivalents, and interest-bearing deposits in banks:

The carrying amounts of cash, cash equivalents, and interest-bearing deposits in banks approximate fair values based on the short-term nature of the assets.

Securities:

Fair values are estimated using pricing models and discounted cash flows that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, and credit spreads. Securities classified as available for sale are reported at fair value utilizing Level 2 inputs.

Investments, at cost:

The carrying value of investments at cost approximate fair value.

Loans:

For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair value for fixed-rate loans are estimated using discounted cash flow analyses, using market interest rates for comparable loans. These are reflected within Level 3 of the valuation hierarchy. The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with ASC Topic 310,Receivables. The fair value of impaired loans is estimated using several methods including collateral value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At March 31, 2013, substantially all of the total impaired loans were evaluated based on the fair value of collateral. In accordance with ASC Topic 310, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on the observable market price or a current, independent appraised value, the Company records the impaired loan as nonrecurring Level 2. The Company records the impaired loan as nonrecurring Level 3 when management has become aware of events that have significantly impacted the condition or marketability of

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the collateral since the most recent appraisal. In this case, management will reduce the appraisal value based on factors determined by their judgment and collective knowledge of the collateral and market conditions.

Cash surrender value of bank owned life insurance:

The carrying amounts of cash surrender value of bank owned life insurance approximate their fair value. The carrying amount is based on information received from the insurance carriers indicating the financial performance of the policies and the amount the Company would receive should the policies be surrendered. The Company reflects these assets within Level 2 of the valuation hierarchy.

Foreclosed real estate:

Foreclosed real estate consisting of properties obtained through foreclosure or in satisfaction of loans is initially recorded at fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs. At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses. Gains or losses on sale and any subsequent adjustments to the fair value are recorded as a component of foreclosed real estate expense. Other real estate is included in Level 2 of the valuation hierarchy.

Deposits:

The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits and NOW, money market, and savings accounts, is equal to the amount payable on demand at the reporting date. The fair value of time deposits is based on the discounted value of contractual cash flows, and is included in Level 3 of the valuation hierarchy. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

Securities sold under agreements to repurchase:

The estimated fair value of these liabilities, which are extremely short term, approximates their carrying value.

Federal Home Loan Bank advances:

Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt. These liabilities are included in Level 3 of the valuation hierarchy.

Accrued interest:

The carrying amounts of accrued interest approximate fair value.

Commitments to extend credit, letters of credit and lines of credit:

The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates.

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The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis:

	Balance as of March 31, 2013	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Other Unobservable Inputs (Level 3)
Securities available for sale:
Securities of U.S. Government agencies and corporations	$9,228,211	$—	$9,228,211	$—
Mortgage-backed securities	12,136,903	—	12,136,903	—
State and municipal securities	6,573,751	—	6,573,751	—
Total securities available for sale	$27,938,865	$—	$27,938,865	$—
Cash surrender value of bank owned life insurance	$9,586,383	$—	$9,586,383	$—

	Balance as of December 31, 2012	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Other Unobservable Inputs (Level 3)
Securities available for sale:
Securities of U.S. Government agencies and corporations	$13,351,145	$—	$13,351,145	$—
Mortgage-backed securities	12,976,705	—	12,976,705	—
State and municipal securities	5,822,258	—	5,822,258	—
Total securities available for sale	$32,150,108	$—	$32,150,108	$—
Cash surrender value of bank owned life insurance	$9,512,171	$—	$9,512,171	$—

The Company has no assets or liabilities whose fair values are measured on a recurring basis using Level 3 inputs.

The tables below present information about assets and liabilities for which a nonrecurring change in fair value was recorded:

	Balance as of March 31, 2013	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Other Unobservable Inputs (Level 3)
Impaired loans	$5,720,850	$—	$3,451,499	$2,269,351
Foreclosed real estate	545,269	—	545,269	—

	Balance as of December 31, 2012	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Other Unobservable Inputs (Level 3)
Impaired loans	$6,105,176	$—	$3,782,329	$2,322,847
Foreclosed real estate	508,529	—	508,529	—

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The carrying amount and estimated fair value of the Company’s financial instruments at March 31, 2013 and December 31, 2012 are as follows:

	March 31, 2013		December 31, 2012
	Carrying Amount	Estimated Fair Value	Carrying Amount	Estimated Fair Value
Financial assets:
Cash and cash equivalents	$30,113,727	$30,113,727	$20,252,112	$20,252,112
Interest-bearing time deposits in banks	249,000	249,000	249,000	249,000
Securities available for sale	27,938,865	27,938,865	32,150,108	32,150,108
Investments, at cost	3,393,800	3,393,800	3,393,800	3,393,800
Loans, net	215,298,317	216,488,896	217,274,617	218,911,770
Cash surrender value of bank owned life insurance	9,586,383	9,586,383	9,512,171	9,512,171
Accrued interest receivable	993,368	993,368	914,361	914,361
Financial liabilities:
Deposits	240,693,566	245,772,405	234,248,103	240,140,950
Securities sold under agreements to repurchase	1,383,092	1,383,092	2,109,541	2,109,541
Federal Home Loan Bank  advances	3,000,000	3,043,019	3,000,000	3,073,288
Accrued interest payable	153,692	153,692	158,299	158,299
Unrecognized financial instruments (net of contract amount):
Commitments to extend credit	—	—	—	—
Letter of credit	—	—	—	—
Lines of credit	—	—	—	—

Note 6.Stock Options, ESOP, and Restricted Shares

2010 Equity Incentive Plan

The Athens Bancshares Corporation 2010 Equity Incentive Plan (“the 2010 Plan”) was approved by the Company’s stockholders at the annual meeting of stockholders held on July 14, 2010. Under the terms of the 2010 Plan, the Company may grant restricted stock awards and stock options to its employees, officers, and directors. The purpose of the 2010 Plan is to promote the success of the Company by linking the personal interests of its employees, officers, and directors to the interest of the Company’s shareholders, and by providing participants with an incentive for remarkable performance. All of the Company’s employees, officers, and directors are eligible to participate in the 2010 Plan.

Under terms of the 2010 Plan, the Company is authorized to issue up to 277,725 stock options and up to 111,090 shares of restricted stock.

The Company granted stock options to its directors, officers, and employees on December 15, 2010. Both incentive stock options and non-qualified stock options were granted under the 2010 Plan. The exercise price for each option was equal to the market price of the Company’s stock on the date of grant and the maximum term of each option is ten years. The vesting period for all options is five years, pro rata, from the date of grant. The Company recognizes compensation expense over the vesting period, based on the grant-date fair value of the options granted. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. For the three months ended March 31, 2013 and 2012, the Company recorded stock compensation expense of $13,537 and $13,537, respectively. At March 31, 2013, the total remaining compensation cost to be recognized on non-vested options is approximately $135,376.

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A summary of the activity in the 2010 Plan for the three months ended March 31, 2013, is presented in the following table:

	Three Months Ended March 31, 2013
	Shares	Average Exercise Price	Aggregate Intrinsic Value (1)
Outstanding at December 31, 2012	236,062	$11.50	—
Granted	—	N/A	—
Exercised	—	N/A	—
Forfeited	—	N/A	—
Outstanding at March 31, 2013	236,062	$11.50	$1,581,615
Options exercisable at March 31, 2013	94,425	$11.50	$632,646

(1) The aggregate intrinsic value of a stock option in the table above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option) that would have been received by the option holders had all option holders exercised their options on March 31, 2013. This amount changes based on changes in the market value of the Company’s stock.

Other information regarding options outstanding and exercisable as of March 31, 2013, is as follows:

	Options Outstanding			Options Exercisable
Exercise Price	Number of Shares	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Life In Years	Number of Shares	Weighted- Average Exercise Price
$11.50	236,062	$11.50	7.75	94,425	$11.50

Information pertaining to non-vested options for the three months ended March 31, 2013, is as follows:

	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested options, December 31, 2012	141,637	$1.27
Granted	—	—
Vested	—	—
Forfeited	—	—
Non-vested options, March 31, 2013	141,637	$1.27

On January 19, 2011, the Company awarded 94,426 shares of restricted stock to its directors, officers, and employees pursuant to the terms of the 2010 Plan. Compensation expense associated with the performance-based share awards is recognized over the time period that the restrictions associated with the awards lapse based on the total cost of the award, which is the fair market value of the stock on the date of the grant. The closing price on the date of the grants issued on January 19, 2011 was $12.75 per share.

On December 19, 2012, the Company awarded 16,664 shares of restricted stock to its officers and employees pursuant to the terms of the 2010 Plan. The closing price on the date of the grants issued on December 19, 2012 was $16.65.

For the three months ended March 31, 2013 and 2012, the Company recognized $74,070 and $60,197, respectively, in compensation expense attributable to shares that have been awarded.

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A summary of activity for unvested restricted awards for the three months ended March 31, 2013 is as follows:

	Number	Grant Date Weighted- Average Cost
Unvested at December 31, 2012	92,205	$13.45
Shares awarded	—	—
Restrictions lapsed and shares released	(18,885)	12.75
Shares forfeited	—	—
Unvested at March 31, 2013	73,320	$13.63

Employee Stock Ownership Plan (ESOP)

The Company sponsors a leveraged ESOP that covers substantially all employees who meet certain age and eligibility requirements. As part of the initial public offering, the ESOP purchased 222,180 shares, or approximately 8% of the 2,777,250 shares issued, with the proceeds of a 15 year loan from the Company which is payable in annual installments and bears interest at 3.25% per annum.

The Bank has committed to make contributions to the ESOP sufficient to support the debt service of the loan. The loan is secured by the unallocated shares, which are held in a suspense account, and are allocated among the participants as the loan is repaid. Cash dividends paid on allocated shares are distributed to the participant and cash dividends paid on unallocated shares are used to repay the outstanding debt of the ESOP.

ESOP shares are held by the plan trustee in a suspense account until allocated to participant accounts. Shares released from the suspense account are allocated to participants on the basis of their relative compensation in the year of allocation. Participants become vested in the allocated shares upon four years of employment with the Company. Any forfeited shares are allocated to other participants in the same proportion as contributions.

As ESOP shares are allocated to participants, the Company recognizes compensation expense equal to the fair value of the earned ESOP shares. No compensation expense has been recorded for the three months ended March 31, 2013 or 2012.

A detail of ESOP shares as of March 31, 2013 and December 31, 2012, is as follows:

	2013	2012
Allocated shares	44,436	44,436
Unallocated shares	177,744	177,744
Total ESOP shares	222,180	222,180
Fair value of unreleased shares	$3,234,941	$2,934,553

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Safe Harbor Statement for Forward-Looking Statements

This report may contain forward-looking statements within the meaning of the federal securities laws. These statements are not historical facts; rather they are statements based on the Company’s current expectations regarding its business strategies and their intended results and its future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions.   

Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause or contribute to the Company’s actual results, performance and achievements being materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory changes; the quality and composition of the loan and investment securities portfolio; loan demand; deposit flows; competition; and changes in accounting principles and guidelines. Additional factors that may affect our results are discussed in our Annual Report on Form 10-K for the year ended December 31, 2012 under “Item 1A.  Risk Factors.” These factors should be considered in evaluating the forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, the Company assumes no obligation and disclaims any obligation to update any forward-looking statements.

Critical Accounting Policies

During the three-month period ended March 31, 2013, there was no significant change in the Company’s critical accounting policies or the application of critical accounting policies as disclosed in the Company’s audited consolidated financial statements and related footnotes for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Comparison of Financial Condition at March 31, 2013 and December 31, 2012

Assets.Total assets increased from $291.6 million atDecember 31, 2012 to $295.5 million at March 31, 2013.

Cash and Cash Equivalents.  Total cash and cash equivalents increased $9.8 million, or 48.7%, from $20.3 million at December 31, 2012 to $30.1 million at March 31, 2013.  This is due primarily to a $6.5 million increase in deposits, a $4.3 million decrease in securities, and a $2.0 million decrease in loans, partially offset by repurchases of Company common stock in the amount of $2.5 million.  Other activities resulted in a net cash outflow of approximately $500,000.

Loans.  Net loans receivable decreased $2.0 million, or 0.9% from $217.3 million at December 31, 2012 to $215.3 million at March 31, 2013, primarily as a result of $1.6 million, $900,000, and $400,000 decreases in commercial real estate loans, consumer and equity lines of credit, and commercial loans, respectively.  These decreases were partially offset by an increase in construction and land loans of $900,000.  The decrease in commercial real estate loans was primarily due to the payoff of a $1.6 million loan secured by manufacturing facilities in Chattanooga, Tennessee.  The decreases in consumer and equity lines of credit and commercial loans were due to an increase in pay downs of existing loans period over period.  The increase in construction and land loans was due primarily to draws on a construction line of credit secured by a hotel in Knoxville, Tennessee.

Securities.  Total securities decreased $4.3 million, or 13.1% from $32.2 million at December 31, 2012 to $27.9 million at March 31, 2013, primarily as a result of $4.0 million in calls of agency securities and $800,000 of principal payments on mortgage-backed securities.  The decrease was partially offset by purchases of taxable municipal securities of $800,000.  The purchases were funded from available cash.  The remaining change in securities was due to amortization.

Deposits.  Total deposits increased $6.5 million, or 2.8% from $234.2 million at December 31, 2012 to $240.7 million at March 31, 2013.  The primary reason for the increase in deposits was a $5.5 million increase in demand and NOW accounts, primarily due to an increase in non-personal NOW accounts relating to two public

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entities, an overall increase in the number of accounts, and an increase in the average balance of accounts due predominately to tax refunds.  Other significant increases were in money market accounts and savings deposit accounts of $1.4 million and $1.3 million, respectively. These increases were partially offset by a $1.7 million decrease in time deposits due to the continued low rate environment.  

Borrowings.  Federal Home Loan Bank borrowings remained unchanged at $3.0 million from December 31, 2012 to March 31, 2013.  

Stockholders’ Equity.  Stockholders’ equity decreased $2.0 million or 4.1% from December 31, 2012 to March 31, 2013.  The primary reasons for the decrease include $2.5 million in repurchased and retired common stock, $107,000 in dividends declared and paid on outstanding shares (other than unallocated ESOP shares), and an unrealized loss on securities held for sale (net of taxes) of $53,000. These decreases were partially offset by net income for the first three months of $556,000 and an $88,000 increase in additional paid-in capital related to stock compensation expense for the period on grants of options and restricted stock.

Results of Operations for the Three Months Ended March 31, 2013 and 2012

Overview.  The Company reported net income of $556,000, or $0.27 basic earnings per share, for the three-month period ended March 31, 2013, compared to a net income of $542,000, or $0.22 basic earnings per share, for the same period in 2012.  

Net Interest Income.  Net interest income after provision for loan losses decreased $17,000 or 0.60% for the three months ended March 31, 2013 compared to the same period in 2012, primarily as a result of increases in provision for loan losses and decreases in interest income on loans and securities.

Total interest income decreased $99,000, or 2.74%, from the three months ended March 31, 2012 compared to the three months ended March 31, 2013.  The decrease was primarily the result of a $64,000 decrease in interest on securities and interest-bearing deposits in other banks and a $33,000 decrease in interest income from loans.  The decrease in interest income on securities and interest- bearing deposits in other banks was due primarily to decreases in average balances and decreases in market interest rates.  The decrease in interest on loans was due primarily to a decrease in market interest rates.

Total interest expense decreased $132,000 or 18.87% from $700,000 for the three months ended March 31, 2012 to $568,000 for the three months ended March 31, 2013.  The decrease was primarily a result of a $131,000 decrease in interest on deposits.  The primary reason for the decrease in interest on deposits was a reduction in market interest rates.  

Provision for Loan Losses.  The provision for loan losses was $135,000 for the three months ended March 31, 2013 compared to $86,000 for the same period in 2012.  The increase in provision for loan losses was primarily due to an increase in non-performing loans.  

Non-performing loans increased $573,000 from $3.2 million at March 31, 2012 to $3.8 million at March 31, 2013.  Non-performing residential mortgage loans increased $898,000. Non-performing construction and land, consumer and other, and commercial loans decreased $250,000, $41,000, and $34,000, respectively. The increase in non-performing mortgage loans was primarily due to a mortgage loan in the amount of $1.7 million being placed on nonaccrual status during the third quarter of 2012.  The balance of non-performing loans at March 31, 2013 includes nonaccrual loans of $3.8 million.  There were no residential mortgage loans that were over 90 days past due but still accruing interest at March 31, 2013.  The balance of nonaccrual loans at March 31, 2013 consists of $2.2 million in residential mortgage loans, $1.5 million in construction and land loans and $86,000 in consumer loans.

Net charge-offs were $61,000 for the three months ended March 31, 2013 compared to $184,000 for the same period in 2012.  Charge-offs totaling $227,000 were recorded during the quarter ended March 31, 2013 in connection with residential mortgage loans ($71,000), construction and land loans ($98,000) and consumer loans ($58,000).    

The allowance for loan losses was $4.6 million at March 31, 2013.  Management has deemed this amount as adequate at that date based on its best estimate of probable known and inherent loan losses at that date.  

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Non-interest Income.  Non-interest income increased $75,000, or 6.4%, to $1.2 million for the three months ended March 31, 2013 compared to the same period in 2012, primarily due to increases in debit card usage income, income related to investment sales commissions, income from Valley Title Services, LLC, fees related to consumer and commercial loan servicing and origination, and income related to the origination, sale and servicing of mortgage loans on the secondary market of $39,000, $34,000, $27,000, $11,000, and $10,000, respectively.  These increases were partially offset by a $53,000 decrease in income related to non-sufficient funds charges on deposit accounts.  All other non-interest income increased $7,000, net.

Income related to debit card usage increased primarily due to efforts put forth to encourage customers to use debit cards as opposed to checks combined with an increase in the number of these accounts.  Income from investment sales commissions increased primarily due to increased sales of investment products resulting from a partial recovery of investment markets and customers seeking higher yielding investment alternatives in the continued low rate environment.  Income from Valley Title Services, LLC increased primarily due to an increase in the volume of mortgage loan originations during the quarter ended March 31, 2013 as compared to the same period in 2012.  Consumer and commercial loan origination and servicing fees increased primarily due to increased fee income on consumer loans generated by the Bank and Southland Finance, Inc.  The increase in consumer loan fees is attributable to increased volume of consumer loans period over period.  Income related to the origination, sale and servicing of mortgage loans on the secondary market increased primarily due to increased volume of these loans during the three months ended March 31, 2013 as compared to the same period in 2012.  The increased volume is primarily a result of a decrease in market rates period over period.  

The decrease in income related to non-sufficient funds charges on deposit accounts is primarily due to Bank policy changes implemented during 2012 that limit the number of daily non-sufficient funds charges.  The Bank has also broadened its efforts to discontinue overdraft privileges for accounts with a history of excessive usage.  

Non-interest Expense.  Non-interest expense increased $324,000, or 11.1%, to $3.2 million for the three months ended March 31, 2013 compared to the same period in 2012.  The primary factors effecting the change were increases in expenses related to salary and employee benefits, data processing, advertising and other expenses, and occupancy and equipment of $128,000, $89,000, $82,000, and $25,000, respectively.  Salary and benefits expenses rose primarily because of an increase in the total number of employees.  The primary reason for the increase in data processing expense was due to increased charges related to electronic banking services.  Advertising and other expenses increased primarily due to an offsetting gain on the sale of foreclosed real-estate during the first quarter of 2012, which was not repeated in the first quarter of 2013.  The primary reason for the increase in occupancy and equipment expense was due to increased technology maintenance costs as well as additional depreciation expense on computer hardware due to purchases.  

Income Tax Expense.  The Company had income tax expense of $278,000 for the three month period ended March 31, 2013 as compared to $558,000 for the same period in 2012, due to lower pre-tax income in the 2013 period.

Total Comprehensive Income.  Total comprehensive income for the periods presented consists of net income and the change in unrealized gains (losses) on securities available for sale, net of tax.  Total comprehensive income was $504,000 for the three month period ended March 31, 2013 compared to total comprehensive income of $426,000 for the three month period ended March 31, 2012.  The increase was primarily a result of a $63,000 decrease in unrealized losses on securities available for sale, net of tax.

Liquidity and Capital Resources

Liquidity Management.  Liquidity is the ability to meet current and future financial obligations of a short-term nature.  The Bank's primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of investment securities and borrowings from the Federal Home Loan Bank of Cincinnati.  While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

The Bank regularly adjusts its investments in liquid assets based upon an assessment of (i) expected loan demand, (ii) expected deposit flows, (iii) yields available on interest-earning deposits and securities and (iv) the objectives of its asset/liability management policy.

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The Bank's most liquid assets are cash and cash equivalents and interest-bearing time deposits.  The level of these assets depends on the Bank's operating, financing, lending and investing activities during any given period.  At March 31, 2013, cash and cash equivalents totaled $30.1 million.  

At March 31, 2013, securities classified as available-for-sale, which amounted to $27.9 million, and interest-bearing time deposits in banks of $249,000, provide additional sources of liquidity.  In addition, at March 31, 2013, the Bank had the ability to borrow a total of approximately $33.1 million from the Federal Home Loan Bank of Cincinnati.  At March 31, 2013, the Bank had $3.0 million in Federal Home Loan Bank advances outstanding and $11.8 million in letters of credit to secure public funds deposits.

The Bank must maintain an adequate level of liquidity to ensure the availability of sufficient funds to support loan growth and deposit withdrawals, to satisfy financial commitments and to take advantage of investment opportunities.  Historically, the Bank has been able to retain a significant amount of its deposits as they mature.

The Company is a separate legal entity from the Bank and must provide for its own liquidity.  In addition to its operating expenses, the Company, on a stand-alone basis, is responsible for paying any dividends declared to its shareholders.  The Company’s primary source of income is dividends received from the Bank.  The amount of dividends that the Bank may declare and pay to the Company in any calendar year, without the receipt of prior approval from the Office of the Comptroller of the Currency but with prior notice to the Office of the Comptroller of the Currency, cannot exceed net income for that year to date plus retained net income (as defined) for the preceding two calendar years.  On a stand-alone basis, the Company had liquid assets of $3.5 million atMarch 31, 2013.

Capital Management. The Bank is required to maintain specific amounts of capital pursuant to federal regulatory requirements. As of March 31, 2013, the Bank was in compliance with all regulatory capital requirements, which were effective as of such date, with tangible, core and risk-based capital ratios of 13.5%, 13.5% and 22.0%, respectively. The regulatory requirements at that date were 1.5%, 4.0% and 8.0%, respectively. At March 31, 2013, the Bank was considered “well-capitalized” under applicable regulatory guidelines.  

Dividends.The Board of Directors of the Company declared and paid dividends on the Company’s common stock of $107,000 in the aggregate during the three months ended March 31, 2013. The dividend payout ratio for the first three months of 2013, representing dividends per share divided by diluted earnings per share, was 19.2%. The dividend payout is continually reviewed by management and the Board of Directors.

Off-Balance Sheet Arrangements

In the normal course of operations, the Company engages in a variety of financial transactions that, in accordance with U.S. generally accepted accounting principles are not recorded in our financial statements.  These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk.  Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments, unused lines of credit and letters of credit.  

For the three months ended March 31, 2013, the Company did not engage in any off-balance sheet transactions reasonably likely to have a material effect on the Company's financial condition, results of operations or cash flows.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

Qualitative Aspects of Market Risk

We manage the interest rate sensitivity of our interest-bearing liabilities and interest-earning assets in an effort to minimize the adverse effects of changes in the interest rate environment.  Deposit accounts typically react more quickly to changes in market interest rates than mortgage loans because of the shorter maturities of deposits.  To reduce the potential volatility of our earnings, we have sought to improve the match between asset and liability maturities and rates, while maintaining an acceptable interest rate spread.  Our strategy for managing interest rate risk emphasizes:  adjusting the maturities of borrowings; adjusting the investment portfolio mix and duration and generally selling in the secondary market substantially all newly originated fixed rate one-to-four-family residential real estate loans.  We currently do not participate in hedging programs, interest rate swaps or other activities involving the use of derivative financial instruments.

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We have an Asset/Liability Management Committee (“ALCO”), which includes members of management selected by the board of directors, to communicate, coordinate and control all aspects involving asset/liability management.  The committee establishes and monitors the volume, maturities, pricing and mix of assets and funding sources with the objective of managing assets and funding sources to provide results that are consistent with liquidity, growth, risk limits and profitability goals.

Our goal is to manage asset and liability positions to moderate the effects of interest rate fluctuations on net interest margin and net interest income.  Measurements which we use to help us manage interest rate sensitivity include earnings at risk simulation model and economic value of equity model.  

Rate sensitivity/Earnings at Risk – The goal is to achieve a strong acceptable and consistent level of earnings over time.  The ALCO has established risk tolerances for changes in net interest income from a base case of no change in interest rates to simulate changes in net interest income from rate shocks over a one-year period.  The established risk limits for changes both up and down in rates from the base case, limits in the decline in net interest income are for a 400bp change should not result in a decrease of more than 20%, a 300bp change should not result in a decrease of more than 15%, a 200bp change should not result in a decrease of more than 10% and a 100bp change should not result in a decrease of more than 5%.

Economic Value of Equity (“EVE”) identifies changes in the market value of capital based on exposure to interest rate risk resulting from a change in market value of the bank’s assets and liabilities due to changes in interest rates.  The change in value is prepared by discounting the projected cash flows of all balance sheet categories.

The EVE is the difference between the present values of assets and liabilities.  The measured change of this economic value, over a range of rate shocks indicates the degree of possible long-term exposure to future earnings.  The bank’s EVE risk tolerance limits are that for a 400bp change in interest rates up or down, the EVE should not decrease by more than 25% from the base case; for a 300bp change in interest rates up or down, the EVE should not decrease by more than 20%; for a 200bp change in interest rates up or down the EVE should not decrease by more than 15%; and for a 100bp change in interest rates up or down the EVE should not decrease by more than 10%.  

At March 31, 2013, our model results indicated that we were in compliance with the policies noted above and that our balance sheet is slightly asset-sensitive.  Asset-sensitive implies that our assets will reprice faster than our liabilities indicating an increase in interest rates would increase our net interest margin.  We continue to seek opportunities to decrease our cost of funding by reducing the level of funding provided by certificates of deposit and reducing rates as current certificates mature.

Each of the above analyses may not, on its own, be an accurate indicator of how our net interest income will be affected by changes in interest rates.   These assumptions relate to interest rates, loan prepayment rates, deposit decay rates and the market values of certain assets under differing interest rate scenarios, among others.  As with any method of measuring interest rate risk, certain shortcomings are inherent in the methods of analysis presented in the foregoing tables.  For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates.  Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates.  Additionally, certain assets, such as adjustable-rate mortgage loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset.  Further, if there is a change in interest rates, expected rates of prepayments on loans and early withdrawals from certificates could deviate significantly from those assumed. Prepayment rates can have a significant impact on interest income.  Because of the large percentage of loans and mortgage-backed securities we hold, rising or falling interest rates have a significant impact on the prepayment speeds of our earning assets that in turn affect the rate sensitivity position.  When interest rates rise, prepayments tend to slow.  When interest rates fall, prepayments tend to rise.  Our liability sensitivity would be increased if prepayments slow and vice versa.   While we believe these assumptions to be reasonable, there can be no assurance that assumed prepayment rates will approximate actual future mortgage-backed security and loan repayment activity.

Item 4.  Controls and Procedures

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is

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defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).  

Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.  

In addition, based on that evaluation, no change in the Company’s internal control over financial reporting occurred during the quarter ended March 31, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is not involved in any pending legal proceedings.  The Bank is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business.  The Bank’s management believes that such routine legal proceedings, in the aggregate, are immaterial to the Bank’s financial condition and results of operations.

Item 1A.  Risk Factors

For information regarding the Company’s risk factors, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 14, 2013.  As of March 31, 2013, the risk factors of the Company have not changed materially from those disclosed in the Form 10-K.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The Company’s board of directors has authorized five stock repurchase programs.  Under the first stock repurchase program, which was approved on April 20, 2011 the Company was authorized to repurchase up to 138,862 shares, or 5.0%, of the Company’s issued common stock. The first stock repurchase program was completed during the second quarter of 2012.  

On April 18, 2012, a second repurchase program was approved, which authorized the repurchase of up to 131,278 or 5% of the Company’s issued common stock.  The second stock repurchase program was completed during the third quarter of 2012.  

On August 15, 2012, a third repurchase program was approved, which authorized the repurchase of up to 124,714 or 5% of the Company’s issued common stock.  The third stock repurchase program was completed during the fourth quarter of 2012.

On December 6, 2012, a fourth repurchase program was approved, which authorized the repurchase of up to 118,478 shares, or 5.0%, of the Company’s issued common stock.  The fourth stock repurchase program was completed during the first quarter of 2013.

On February 20, 2013, a fifth repurchase program was approved, which authorized the repurchase of up to 112,554 shares, or 5.0%, of the Company’s issued common stock.

Under each of the repurchase programs, repurchases were or will be conducted through open market purchases, which may include purchases under a trading plan adopted pursuant to SEC rule 10b5-1, or through privately negotiated transactions.  Repurchases will be made from time to time, depending on market conditions and other factors. There is no guarantee as to the exact number of shares to be repurchased by the Company.

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The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the first quarter of 2013.

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid Per Share	(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs at the end of the period
January 1 through January 31, 2013	64,798	$17.74	64,798	155,234
February 1 through February 28, 2013	69,858	18.05	69,858	85,376
March 1 through March 31, 2013	3,099	18.06	3,099	82,277
Total	137,755	$17.91	137,755	82,277

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information.

Not applicable.

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Item 6.  Exhibits

No.	Description
3.1	Amended and Restated Charter of Athens Bancshares Corporation (1)
3.2	Amended and Restated Bylaws of Athens Bancshares Corporation (2)
4.1	Specimen Stock Certificate of Athens Bancshares Corporation (3)
10.1	Employment Agreement between Athens Federal Community Bank and Jeffrey L. Cunningham* (4)
10.2	Employment Agreement between Athens Federal Community Bank and Michael R. Hutsell* (4)
10.3	Employment Agreement between Athens Federal Community Bank and Jay Leggett, Jr*(5)
10.4	Employment Agreement between Athens Bancshares Corporation and Jeffrey L. Cunningham* (4)
10.5	Employment Agreement between Athens Bancshares Corporation and Michael R. Hutsell* (4)
10.6	Supplemental Executive Retirement Plan Agreement between Athens Federal Community Bank and Jeffrey L. Cunningham* (4)
10.7	Supplemental Executive Retirement Plan Agreement between Athens Federal Community Bank and Michael R. Hutsell*(5)
10.8	Supplemental Executive Retirement Plan Agreement between Athens Federal Community Bank and Jay Leggett, Jr*(5)
10.9	Athens Bancshares Corporation 2010 Equity Incentive Plan (6)
31.1	Rule 13a-14(a)/15d-14(a) Certificate of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certificate of Chief Financial Officer
32.0	Section 1350 Certificate of Chief Executive Officer and Chief Financial Officer
101.0**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Income, (iv) the Consolidated Statement of Changes in Stockholders’ Equity (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements.

	__________________________________
*	Management contract or compensatory plan, contract or arrangement
**	Furnished, not filed.
(1)	Incorporated herein by reference to the exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 10, 2009.
(2)	Incorporated herein by reference to the exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 23, 2009.
(3)	Incorporated herein by reference to the exhibits to the Company’s Registration Statementon Form S-1 (File No. 333-144454), as amended, initially filed with the Securities and Exchange Commission on September 17, 2009.
(4)	Incorporated herein by reference to the exhibits to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 6, 2010.
(5)	Incorporated herein by reference to the exhibits of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2010.
(6)	Incorporated herein by reference to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on June 7, 2010.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		ATHENS BANCSHARES CORPORATION
Dated:May15, 2013	By:	/s/ Jeffrey L. Cunningham
		Jeffrey L. Cunningham
		President and Chief Executive Officer
		(principal executive officer)
Dated:May15, 2013	By:	/s/ Michael R. Hutsell
		Michael R. Hutsell
		Treasurer and Chief Financial Officer
		(principal accounting and financial officer)

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