UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): | | ¨ Form 20-F | ¨ Form 11-K | ¨ Form 10-Q | ¨ Form 10-D |
| | ¨ Form N-SAR | ¨ Form N-CSR | | |
| | For the Period Ended: December 31, 2011 |
| | ¨ Transition Report on Form 10-K |
| | ¨ Transition Report on Form 20-F |
| | ¨ Transition Report on Form 11-K |
| | ¨ Transition Report on Form 10-Q |
| | ¨ Transition Report on Form N-SAR |
| | For the Transition Period Ended: |
Read Instruction (on back page) before preparing form. Please print or type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Covenant Bancshares, Inc. |
Full Name of Registrant |
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Former Name if Applicable |
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Address of Principal Executive Office (street and number) |
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| City, State and Zip Code |
PART II — RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
o | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached, if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
At this time the audits for the Covenant Bancshares, Inc. (the “Company”) fiscal years ended December 31, 2011 and 2010 are not complete, and as a result the Company cannot file its Form 10-K for the year ended December 31, 2011 within the prescribed time period without unreasonable effort or expense. As disclosed in the Company’s Form 8-K filed on September 23, 2011, McGladrey & Pullen, LLP, the Company’s independent registered public accounting firm, will resign upon the completion of the audit for the year ended December 31, 2010. Upon completion of the audit, we intend to finalize and file the Company’s Annual Report on Form 10-K for the year ended 2010, which will include the 2010 audited financial statements.
Subsequent to the Form 10-K filing and with the assistance of a new auditor, the Company intends to begin to prepare and finalize interim unaudited quarterly financial statements for the quarters ended March 31, June 30 and September 30, 2011. Once the 2010 audited financial statements and 2011 interim unaudited financial statements through the quarter ended September 30, 2011 are complete, we expect to be able to file an amendment to our Form 10 Registration Statement and file Forms 10-Q for each of the quarters ended March 31, June 30 and September 30, 2011. As a result of the considerations above, the Company does not expect to be able to file its Form 10-K for the year ended December 31, 2011 by the fifteenth calendar day following the required filing date as prescribed in Rule 12b-25 of the Securities Exchange Act of 1934.
(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification. |
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| | (Name) | | (Area Code) | | (Telephone Number) |
(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). |
| | | ¨ Yes | |
| | The Company has not filed the Form 10-K for the year ended December 31, 2010, or the Forms 10-Q for each of the quarters ended March 31, June 30 and September 30, 2011. |
(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
| | | | ¨ No |
| | If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
The Company previously filed Amendment No. 1 to its Form 10 Registration Statement with the SEC on January 18, 2011 (the “Form 10”), which included the Company’s audited financial statements for the year ended December 31, 2009. As described above, the Company’s audited financial statements for the years ended December 31, 2011 and 2010 are not complete. Accordingly, set forth below are certain unaudited financial results as of and for the years ended December 31, 2011 and 2010. As of December 31, 2011, the Company’s total assets were $63.5 million as compared to $68.2 million for the year ended December 31, 2010. Loans, net of allowance for loan losses was $43.7 million as of December 31, 2011 as compared to $52.8 million as of December 31, 2010. Nonperforming assets were
$5.0 million as of December 31, 2011 as compared to $4.8 million as of December 31, 2010. Net interest income was $2.4 million for the year ended December 31, 2011 as compared to $2.7 million for the year ended December 31, 2010. Net loss for the year ended December 31, 2011 was $(1.8) million as compared to a net loss of $(1.1) million for the year ended December 31, 2010.
As previously disclosed, Covenant Bank (the “Bank”), a subsidiary of the Company, the Federal Deposit Insurance Corporation (the “FDIC”) and the Illinois Department of Financial and Professional Regulation (the “IDFPR”) entered into a final joint Consent Order on June 6, 2011. Pursuant to the Consent Order, among other things, the Bank has agreed to achieve and maintain a Tier 1 capital to total assets ratio of at least 9% and a total risk-based capital ratio of at least 13%. As of December 31, 2011, the Bank’s Tier 1 capital to total assets ratio was 4.43% as compared to 4.95% as of December 31, 2010, and the total risk-based capital ratio was 8.32% as of December 31, 2011 as compared to 10.50% as of December 31, 2010. As of December 31, 2011, these ratios were below the targets set by the Consent Order.
Any material failure to comply with the provisions of the Consent Order, including a failure to achieve the capital ratios required by the Consent Order, could result in additional enforcement actions by the FDIC as allowed by 12 U.S.C. §1818 and the IDFPR. There can be no assurance that the Bank will be able to comply fully with the provisions of the Consent Order, or that efforts to comply with the Consent Order will not have adverse effects on the results of operations and financial condition of the Company and the Bank.
Covenant Bancshares, Inc. |
| (Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 30, 2012 | By: | /s/Herman L. Davis |
| | | Title: Sr. Vice President, CFO, Secretary and Treasurer |
