Exhibit 99.3
Metropolitan National Bank
Condensed Balance Sheets
(In thousands, except share data)
| | September 30, 2015 (Unaudited) | | | December 31, 2014 | |
ASSETS | | | | | | |
Cash and due from banks | | $ | 10,256 | | | $ | 13,726 | |
Interest-bearing demand deposits in banks | | | 4,041 | | | | 5,311 | |
Cash and cash equivalents | | | 14,297 | | | | 19,037 | |
Federal funds sold and securities purchased under agreements to resell | | | 51 | | | | 15 | |
Investment securities available-for-sale | | | 42,677 | | | | 60,298 | |
Loans held for sale | | | 1,737 | | | | 1,703 | |
Loans receivable, net of allowance of $5,839 and $6,640, respectively | | | 367,956 | | | | 335,802 | |
Office properties and equipment - net | | | 11,484 | | | | 10,888 | |
Accrued interest receivable | | | 1,495 | | | | 1,495 | |
Cash surrender value of life insurance | | | 6,202 | | | | 6,072 | |
Goodwill | | | 6,331 | | | | 6,331 | |
Real estate owned - net | | | 97 | | | | 514 | |
Prepaid expenses and other assets | | | 2,590 | | | | 4,015 | |
TOTAL | | $ | 454,917 | | | $ | 446,170 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | |
LIABILITIES: | | | | | |
Demand | | $ | 56,187 | | | $ | 54,201 | |
Savings, NOW and money market | | | 224,120 | | | | 231,150 | |
Time | | | 90,155 | | | | 93,287 | |
Total deposits | | | 370,462 | | | | 378,638 | |
Securities sold under agreements to repurchase | | | 7,037 | | | | 6,951 | |
Federal funds purchased | | | 14,100 | | | | -- | |
Interest payable | | | 62 | | | | 71 | |
Other liabilities | | | 20,370 | | | | 2,115 | |
Total liabilities | | | 412,031 | | | | 387,775 | |
STOCKHOLDERS’ EQUITY: | | | | | | | | |
Common stock, $25.00 par value; authorized 166,000 shares;issued 98,246 shares at September 30, 2015 and December 31, 2014 | | | 2,456 | | | | 2,456 | |
Additional paid in capital | | | 23,855 | | | | 23,855 | |
Retained earnings | | | 16,521 | | | | 32,153 | |
Accumulated other comprehensive income (loss) | | | 54 | | | | (69 | ) |
Total stockholders' equity | | | 42,886 | | | | 58,395 | |
TOTAL | | $ | 454,917 | | | $ | 446,170 | |
See notes to unaudited condensed financial statements.
Metropolitan National Bank
Condensed StatementsofIncome
(In thousands, except earnings per share)
(Unaudited)
| | Nine Months Ended September 30, | |
| | 2015 | | | 2014 | |
INTEREST INCOME | | | | | | | | |
Loans receivable | | $ | 11,294 | | | $ | 10,337 | |
Investment securities | | | | | | | | |
Taxable | | | 742 | | | | 1,156 | |
Nontaxable | | | 53 | | | | 60 | |
Other | | | 52 | | | | 50 | |
Total interest income | | | 12,141 | | | | 11,603 | |
| | | | | | | | |
INTEREST EXPENSE | | | | | | | | |
Deposits | | | 825 | | | | 917 | |
Short-term borrowings | | | 13 | | | | 15 | |
Total interest expense | | | 838 | | | | 932 | |
| | | | | | | | |
NET INTEREST INCOME | | | 11,303 | | | | 10,671 | |
CREDIT FOR LOAN LOSSES | | | (887 | ) | | | (1,239 | ) |
NET INTEREST INCOME AFTER CREDIT FOR LOAN LOSSES | | | 12,190 | | | | 11,910 | |
| | | | | | | | |
NONINTEREST INCOME | | | | | | | | |
Gain on sale of investments | | | -- | | | | 4 | |
Deposit fee income | | | 890 | | | | 943 | |
Gain on sale of loans | | | 554 | | | | 455 | |
Other | | | 1,142 | | | | 1,127 | |
Total noninterest income | | | 2,586 | | | | 2,529 | |
| | | | | | | | |
NONINTEREST EXPENSE | | | | | |
Salaries and employee benefits | | | 7,428 | | | | 8,058 | |
Net occupancy expense | | | 1,634 | | | | 1,526 | |
Real estate owned, net | | | (164 | ) | | | (103 | ) |
Deposit insurance premiums | | | 312 | | | | 341 | |
Postage and supplies | | | 189 | | | | 211 | |
Professional fees | | | 68 | | | | 66 | |
Data processing | | | 1,106 | | | | 1,091 | |
Advertising and public relations | | | 207 | | | | 159 | |
Other | | | 1,728 | | | | 1,321 | |
Total noninterest expense | | | 12,508 | | | | 12,670 | |
| | | | | | | | |
NET INCOME | | $ | 2,268 | | | $ | 1,769 | |
Weighted average shares outstanding | | | 98,246 | | | | 98,246 | |
Basic earnings per share | | $ | 23.08 | | | $ | 18.01 | |
See notes to unaudited condensed financial statements.
Metropolitan National Bank
StatementsofComprehensiveIncome
(In thousands)
(Unaudited)
| | Nine Months Ended September 30, | |
| | 2015 | | | 2014 | |
| | | | | | | | |
NET INCOME | | $ | 2,268 | | | $ | 1,769 | |
| | | | | | | | |
OTHER COMPREHENSIVE INCOME | | | | | | | | |
Unrealized holding gains on investment securities arising during the period | | | 123 | | | | 1,560 | |
Less: reclassification adjustment for realized gainsincluded in net income | | | -- | | | | 4 | |
Other comprehensive income | | | 123 | | | | 1,556 | |
COMPREHENSIVE INCOME | | $ | 2,391 | | | $ | 3,325 | |
See notes to unaudited condensed financial statements.
Metropolitan National Bank
Condensed StatementofStockholders'Equity
For the Nine Months Ended September 30, 2015
(In thousands)
(Unaudited)
| | Common Stock | | | Additional Paid In Capital | | | Retained Earnings | | | Accumulated Other Comprehensive Income (Loss) | | | Total | |
Balance, January 1, 2015 | | $ | 2,456 | | | $ | 23,855 | | | $ | 32,153 | | | $ | (69 | ) | | $ | 58,395 | |
| | | | | | | | | | | | | | | | | | | | |
Net income | | | -- | | | | -- | | | | 2,268 | | | | -- | | | | 2,268 | |
Dividends declared | | | -- | | | | -- | | | | (17,900 | ) | | | -- | | | | (17,900 | ) |
Other comprehensive income | | | -- | | | | --- | | | | -- | | | | 123 | | | | 123 | |
| | | | | | | | | | | | | | | | | | | | |
Balance, September 30, 2015 | | $ | 2,456 | | | $ | 23,855 | | | $ | 16,521 | | | $ | 54 | | | $ | 42,886 | |
See notes to unaudited condensed financial statements. | |
Metropolitan National Bank
Condensed StatementsofCashFlows
(In thousands)
(Unaudited)
| | Nine Months Ended September 30, | |
| | 2015 | | | 2014 | |
OPERATING ACTIVITIES: | | | | | | | | |
Net income | | $ | 2,268 | | | $ | 1,769 | |
Adjustments to reconcile net income to net cash provided by | | | | | | | | |
Credit for loan losses | | | (887 | ) | | | (1,239 | ) |
Depreciation | | | 575 | | | | 480 | |
Net amortization of premiums on investment securities | | | 213 | | | | 442 | |
Losses on sale of fixed assets, net | | | 18 | | | | 21 | |
Gains on sale of loans held for sale | | | (554 | ) | | | (455 | ) |
Proceeds from loans held for sale | | | 26,304 | | | | 20,806 | |
Originations of loans held for sale | | | (25,784 | ) | | | (20,257 | ) |
Gains on available-for-sale securities, net | | | -- | | | | (4 | ) |
Gains on sales and write-downs of other real estate owned | | | (95 | ) | | | (142 | ) |
Earnings on life insurance policies | | | (130 | ) | | | (134 | ) |
Changes in | | | | | | | | |
Interest receivable | | | -- | | | | 110 | |
Interest payable | | | (9 | ) | | | (16 | ) |
Other assets | | | 1,996 | | | | 134 | |
Other liabilities | | | 355 | | | | 1,142 | |
| | | | | | | | |
Net cash provided by operating activities | | | 4,270 | | | | 2,657 | |
| | | | | | | | |
INVESTING ACTIVITIES: | | | | | | | | |
Net change in federal funds sold | | | (36 | ) | | | 4,035 | |
Proceeds from sales of available-for-sale securities | | | -- | | | | 1,504 | |
Proceeds from maturities of available-for-sale securities | | | 17,531 | | | | 12,155 | |
Purchases of Federal Home Loan Bank stock | | | (3,143 | ) | | | (3,094 | ) |
Redemptions of Federal Home Loan Bank stock | | | 2,572 | | | | 3,118 | |
Net increase in loans | | | (31,269 | ) | | | (28,977 | ) |
Proceeds from sales of office properties and equipment | | | 7 | | | | -- | |
Purchase of office properties and equipment | | | (1,196 | ) | | | (1,751 | ) |
Purchase of bank owned life insurance | | | -- | | | | (1,218 | ) |
Proceeds from sale of foreclosed assets | | | 514 | | | | 988 | |
| | | | | | | | |
Net cash used in investing activities | | | (15,020 | ) | | | (13,240 | ) |
(Continued)
Metropolitan National Bank
Condensed StatementsofCashFlows
(In thousands)
(Unaudited)
| | Nine Months Ended September 30, | |
| | 2015 | | | 2014 | |
FINANCING ACTIVITIES: | | | | | | | | |
Net increase (decrease) in deposits | | $ | (8,176 | ) | | $ | 1,170 | |
Net increase in short-term borrowings | | | 86 | | | | 3,568 | |
Net increase in federal funds purchased | | | 14,100 | | | | -- | |
| | | | | | | | |
Net cash provided by financing activities | | | 6,010 | | | | 4,738 | |
| | | | | | | | |
NET DECREASE IN CASH AND CASH EQUIVALENTS | | | (4,740 | ) | | | (5,845 | ) |
| | | | | | | | |
CASH AND CASH EQUIVALENTS | | | | | | | | |
Beginning of period | | | 19,037 | | | | 22,721 | |
End of period | | $ | 14,297 | | | $ | 16,876 | |
| | | | | | | | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW | | | | | | | | |
Cash paid for interest | | $ | 847 | | | $ | 948 | |
| | | | | | | | |
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES | | | | | | | | |
Real estate and other assets acquired in settlement of loans | | $ | 27 | | | $ | 4,429 | |
Sales of real estate owned financed by the Bank | | $ | 19 | | | $ | 69 | |
Receivables for collection of SBA guaranty | | $ | 178 | | | $ | 1,425 | |
See notes to unaudited condensed financial statements. | | (Concluded) | |
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
Note1: NatureofOperationsandSummaryofSignificantAccountingPolicies
Basis of Presentation
The accounting and reporting policies of the Bank conform to accounting principles generally accepted in the United States of America. In management’s opinion, the accompanying unaudited financial statements reflect all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the interim financial statements. They do not include all of the information and footnotes required by such accounting principles for complete financial statements, and therefore should be read in conjunction with the audited financial statements and accompanying notes contained herein.
NatureofOperations
Metropolitan National Bank (the “Bank”) is a wholly owned subsidiary of Marshfield Investment Company (“MIC”). The Bank provides a full range of financial services to individual and corporate customers and nonprofit entities throughout the Springfield, Missouri, metropolitan area and southwestern Missouri. The Bank is subject to competition from other financial and nonfinancial institutions providing financial products throughout the Springfield, Missouri, metropolitan area and southwestern Missouri. The Bank is subject to the regulation of certain federal agencies and undergoes periodic examinations by those regulatory authorities.
UseofEstimates
In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and the reported revenues and expenses during the reporting period. Actual results could differ from those estimates.
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, valuation of real estate acquired in connection with foreclosures or in satisfaction of loans and fair values of financial instruments.
CashandCashEquivalents
The Bank considers all liquid investments with original maturities of three months or less to be cash equivalents.
At September 30, 2015 and December 31, 2014, the Bank had approximately $3.5 million and $5.2 million, respectively, of deposits in excess of federally insured limits.
Securities
Available-for-sale securities, which include any security for which the Bank has no immediate plan to sell but which may be sold in the future, are recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Purchasepremiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.
The Bank routinely conducts periodic reviews to identify and evaluate each investment security to determine whether an other-than-temporary impairment has occurred. For debt securities with fair value below amortized cost when the Bank does not intend to sell a debt security, and it is more likely than not the Bank will not have to sell the security before recovery of its cost basis, it recognizes the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income.
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
LoansHeldforSale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to noninterest income. Gains and losses on loan sales are recorded in noninterest income and are recognized in noninterest income upon sale of the loan.
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for charge-offs and the allowance for loan losses.
Interest income is accrued based on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, as well as premiums and discounts, are deferred and amortized as a level yield adjustment over the respective term of the loan, if deemed significant.
The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past-due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.
All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
AllowanceforLoanLosses
The allowance for loan losses is established as losses are estimated to have occurred through a provision (credit) for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.
The allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows or collateral value of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Bank’s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the collateral if the loan is collateral dependent.
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the group's historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans. Accordingly, the Bank does not separately identify individual consumer and residential loans for impairment measurements unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.
Office Properties and Equipment
Depreciable assets are stated at cost less accumulated depreciation. Depreciation is charged to expense principally using the straight-line method.
The estimated useful lives for each major depreciable classification of premises and equipment are as follows:
Buildings and improvements (in years) | | | 33 - 40 | |
Furniture and equipment (in years) | | | 3 - 20 | |
FederalReserveandFederalHomeLoanBankStock
Federal Reserve and Federal Home Loan Bank stock are required investments for institutions that are members of the Federal Reserve Bank and Federal Home Loan Bank systems. The required investments in the common stock are based on a predetermined formula, carried at cost and evaluated for impairment. At September 30, 2015 and December 31, 2014, the carrying amount of these investments was $1.9 million and $1.3 million, respectively.
Real Estate Owned
Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net income or expense from foreclosed assets.
Goodwill
Goodwill is evaluated annually for impairment or more frequently if impairment indicators are present. If the implied fair value of goodwill is lower than their carrying amounts, an impairment loss is recognized in an amount equal to the difference. Subsequent increases in goodwill value are not recognized in the financial statements.
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
TransfersofFinancialAssets
Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank--put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.
IncomeTaxes
The Bank files consolidated federal and state income tax returns with MIC. MIC’s stockholders have elected to have the income taxed as an "S" Corporation under provisions of the Internal Revenue Code and a similar section of the Missouri income tax law. Therefore, taxable income or loss is reported to the individual stockholders for inclusion in their respective tax returns and no provision for federal and state income taxes is included in these statements. With a few exceptions, the Bank is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years before 2011.
ComprehensiveIncome
Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized appreciation on available-for-sale securities.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09,Revenue from Contracts with Customers (Topic 660): Summary and Amendments that Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs – Contracts with Customers (Subtopic 340-40).The guidance in this update supersedes the revenue recognition requirements in ASC Topic 605,Revenue Recognition, and most industry-specific guidance throughout the industry topics of codification. This update will be effective for interim and annual periods beginning after December 15, 2017, for nonpublic entities. The Bank is currently assessing the impact that this guidance will have on its financial statements.
In January 2015, the FASB issued ASU 2015-01,Income Statement-Extraordinary and Unusual Items, to simplify income statement classification by removing the concept of extraordinary items from U.S. GAAP. As a result, items that are both unusual and infrequent will no longer be separately reported net of tax after continuing operations. The existing requirement to separately present items that are of an unusual nature or occur infrequently on a pre-tax basis within income from continuing operations has been retained and expanded to include items that are both unusual and infrequent. The standard is effective for periods beginning after December 15, 2015. Early adoption is permitted, but only as of the beginning of the fiscal year of adoption.The adoption of this ASU is not expected to have a material impact on the Bank’s financial statements.
In April 2015, the FASB issued ASU 2015-05,Intangibles – Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. This ASU provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance does not change the accounting for a customer’s accounting for service contracts. ASU 2015-05 is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is allowed, including in any interim period. The Bank will adopt this ASU effective January 1, 2016. The adoption of this ASU is not expected to have a material impact on the Bank’s financial statements.
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
In September 2015, the FASB issued update ASU No. 2015-16,Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments(Topic 805). This update applies to all entities that have reported provisional amounts for items in a business combination for which the accounting is incomplete by the end of the reporting period in which the combination occurs and during the measurement period have an adjustment to provisional amounts recognized. The amendments in this update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in this update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this update should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this update with earlier application permitted for financial statements that have not been issued. The adoption of this ASU is not expected to have a material impact on the Bank’s financial statements.
Presently, the Bank is not aware of any other changes to the Accounting Standards Codification that will have a material impact on the Bank’s present or future financial position or results of operations.
Note 2: Restrictionon CashandDueFromBanks
The Bank is required to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank. The reserve requirement at September 30, 2015 and December 31, 2014, was approximately $3.1 million and $7.1 million, respectively.
Note3: Securities
The amortized cost and approximate fair values, together with gross unrealized gains and losses, of securities are as follows (in thousands):
| | September 30, 2015 | |
| | Amortized Cost | | | Gross Unrealized Gains | | | Gross Unrealized Losses | | | Fair Value | |
U.S. government agencies | | $ | 5,006 | | | $ | 4 | | | $ | (4 | ) | | $ | 5,006 | |
Government-sponsored mortgage-backed securities | | | 35,904 | | | | 451 | | | | (386 | ) | | | 35,969 | |
State and political subdivisions | | | 1,713 | | | | 60 | | | | (71 | ) | | | 1,702 | |
Total | | $ | 42,623 | | | $ | 515 | | | $ | (461 | ) | | $ | 42,677 | |
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
| | December 31, 2014 | |
| | Amortized Cost | | | Gross Unrealized Gains | | | Gross Unrealized Losses | | | Fair Value | |
U.S. government agencies | | $ | 13,559 | | | $ | 5 | | | $ | (69 | ) | | $ | 13,495 | |
Government-sponsored mortgage-backed securities | | | 44,845 | | | | 611 | | | | (694 | ) | | | 44,762 | |
State and political subdivisions | | | 1,963 | | | | 78 | | | | -- | | | | 2,041 | |
Total | | $ | 60,367 | | | $ | 694 | | | $ | (763 | ) | | $ | 60,298 | |
The amortized cost and fair value of available-for-sale securities at September 30, 2015, by contractual maturity, are shown below (in thousands). Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
| | Amortized Cost | | | Fair Value | |
Within one year | | $ | -- -- | | | $ | -- -- | |
One to five years | | | 325 | | | | 327 | |
Five to ten years | | | 4,394 | | | | 4,330 | |
After ten years | | | 2,000 | | | | 2,051 | |
| | | 6,719 | | | | 6,708 | |
Government-sponsored mortgage-backed securities | | | 35,904 | | | | 35,969 | |
Total | | $ | 42,623 | | | $ | 42,677 | |
The carrying value of securities pledged as collateral, to secure public deposits and for other purposes, was $30.4 million at September 30, 2015 and December 31, 2014.
Gross gains of $4,000 resulting from sales of available-for-sale securities were realized for the nine months ended September 30, 2014. There were no sales of investment securities during the nine months ended September 30, 2015.
Certain investments in debt securities are reportedinthe financialstatements atan amount less thantheirhistorical cost. Total fair value of these investments at September 30, 2015 and December 31, 2014, was approximately $15.6 million and $34.0 million, respectively, which is approximately 36% and 56%, respectively, of the Bank’s available-for-saleinvestmentportfolio. These declines primarilyresultedfrom recent changesinmarket interest rates. Management believes the declines in fair valueforthese securities are temporary.
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
The following tables show the Bank’s investments' gross unrealized losses and fair value of the Bank’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment class and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2015 and December 31, 2014 (in thousands):
| | September 30, 2015 | |
| | Less than 12 Months | | | 12 Months or More | | | Total | |
| | Fair Value | | | Unrealized Losses | | | Fair Value | | | Unrealized Losses | | | Fair Value | | | Unrealized Losses | |
U.S. government agencies | | $ | 1,496 | | | $ | (4 | ) | | $ | -- -- | | | $ | -- | | | $ | 1,496 | | | $ | (4 | ) |
Government-sponsored mortgage-backed securities | | | -- | | | | -- | | | | 13,814 | | | | (386 | ) | | | 13,814 | | | | (386 | ) |
State and political subdivisions | | | 264 | | | | (71 | ) | | | -- | | | | -- | | | | 264 | | | | (71 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 1,760 | | | $ | (75 | ) | | $ | 13,814 | | | $ | (386 | ) | | $ | 15,574 | | | $ | (461 | ) |
| | December 31, 2014 | |
| | Less than 12 Months | | | 12 Months or More | | | Total | |
| | Fair Value | | | Unrealized Losses | | | Fair Value | | | Unrealized Losses | | | Fair Value | | | Unrealized Losses | |
U.S. government agencies | | $ | -- | | | $ | -- | | | $ | 9,976 | | | $ | (69 | ) | | $ | 9,976 | | | $ | (69 | ) |
Government-sponsored mortgage-backed securities | | | 1,551 | | | | (2 | ) | | | 22,388 | | | | (692 | ) | | | 23,939 | | | | (694 | ) |
State and political subdivisions | | | 135 | | | | -- | | | | -- | | | | -- | | | | 135 | | | | -- | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 1,686 | | | $ | (2 | ) | | $ | 32,364 | | | $ | (761 | ) | | $ | 34,050 | | | $ | (763 | ) |
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
Note4: LoansandAllowanceforLoanLosses
Classes of loans and September 30, 2015 and December 31, 2014 include (in thousands):
| | September 30, 2015 | | | December 31, 2014 | |
Commercial | | $ | 58,389 | | | $ | 45,857 | |
Commercial real estate | | | 168,194 | | | | 157,509 | |
Construction real estate | | | 9,891 | | | | 5,682 | |
Residential real estate | | | 96,534 | | | | 96,623 | |
Agricultural real estate | | | 35,055 | | | | 31,475 | |
Consumer | | | 5,732 | | | | 5,296 | |
Total loans receivable | | | 373,795 | | | | 342,442 | |
Allowance for loan losses | | | (5,839 | ) | | | (6,640 | ) |
Loans receivable - net | | $ | 367,956 | | | $ | 335,802 | |
The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method for the nine months ended September 30, 2015 and 2014 (in thousands):
September 30, 2015 | | Commercial | | | Commercial Real Estate | | | Construction Real Estate | | | Residential Real Estate | | | Agricultural Real Estate | | | Consumer | | | Unallocated | | | Total | |
Allowance for Loan Losses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, beginning of year | | $ | 812 | | | $ | 2,921 | | | $ | 236 | | | $ | 2,089 | | | $ | 371 | | | $ | 101 | | | $ | 110 | | | $ | 6,640 | |
Provision (credit) charged to expense | | | (64 | ) | | | (756 | ) | | | 26 | | | | (388 | ) | | | 34 | | | | (10 | ) | | | 271 | | | | (887 | ) |
Losses charged off | | | (153 | ) | | | (33 | ) | | | -- | | | | (243 | ) | | | -- | | | | (27 | ) | | | -- | | | | (456 | ) |
Recoveries | | | 149 | | | | 217 | | | | 3 | | | | 146 | | | | -- | | | | 27 | | | | -- | | | | 542 | |
Balance, end of year | | $ | 744 | | | $ | 2,349 | | | $ | 265 | | | $ | 1,604 | | | $ | 405 | | | $ | 91 | | | $ | 381 | | | $ | 5,839 | |
Ending balance Individually evaluated for impairment | | $ | -- | | | $ | -- | | | $ | -- | | | $ | -- | | | $ | -- | | | $ | -- | | | $ | -- | | | $ | -- | |
Ending balance Collectively evaluated for impairment | | $ | 744 | | | $ | 2,349 | | | $ | 265 | | | $ | 1,604 | | | $ | 405 | | | $ | 91 | | | $ | 381 | | | $ | 5,839 | |
Loans | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending balance | | $ | 58,389 | | | $ | 168,194 | | | $ | 9,891 | | | $ | 96,534 | | | $ | 35,055 | | | $ | 5,732 | | | | | | | $ | 373,795 | |
Ending balance Individually evaluated for impairment | | $ | 433 | | | $ | 1,126 | | | $ | 9 | | | $ | 1,238 | | | $ | 22 | | | $ | -- | | | | | | | $ | 2,828 | |
Ending balance Collectively evaluated for impairment | | $ | 57,956 | | | $ | 167,068 | | | $ | 9,882 | | | $ | 95,296 | | | $ | 35,033 | | | $ | 5,732 | | | | | | | $ | 370,967 | |
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
September 30, 2014 | | Commercial | | | Commercial Real Estate | | | Construction Real Estate | | | Residential Real Estate | | | Agricultural Real Estate | | | Consumer | | | Unallocated | | | Total | |
Allowance for Loan Losses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, beginning of year | | $ | 571 | | | $ | 2,176 | | | $ | 257 | | | $ | 2,141 | | | $ | 325 | | | $ | 86 | | | $ | 2,561 | | | $ | 8,117 | |
Provision (credit) charged to expense | | | 454 | | | | 474 | | | | (3 | ) | | | 61 | | | | (11 | ) | | | 76 | | | | (2,290 | ) | | | (1,239 | ) |
Losses charged off | | | (30 | ) | | | (20 | ) | | | (6 | ) | | | (314 | ) | | | -- | | | | (61 | ) | | | -- | | | | (431 | ) |
Recoveries | | | 73 | | | | 2 | | | | 10 | | | | 106 | | | | 1 | | | | 18 | | | | -- | | | | 210 | |
Balance, end of year | | $ | 1,068 | | | $ | 2,632 | | | $ | 258 | | | $ | 1,994 | | | $ | 315 | | | $ | 119 | | | $ | 271 | | | $ | 6,657 | |
Ending balance Individually evaluated for impairment | | $ | 484 | | | $ | -- | | | $ | -- | | | $ | 30 | | | $ | -- | | | $ | -- | | | $ | -- | | | $ | 514 | |
Ending balance Collectively evaluated for impairment | | $ | 584 | | | $ | 2,632 | | | $ | 258 | | | $ | 1,964 | | | $ | 315 | | | $ | 119 | | | $ | 271 | | | $ | 6,143 | |
Loans | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending balance | | $ | 41,160 | | | $ | 152,160 | | | $ | 6,467 | | | $ | 96,846 | | | $ | 34,447 | | | $ | 5,848 | | | | | | | $ | 336,928 | |
Ending balance Individually evaluated for impairment | | $ | 770 | | | $ | 622 | | | $ | 383 | | | $ | 1,241 | | | $ | 2,314 | | | $ | 14 | | | | | | | $ | 5,344 | |
Ending balance Collectively evaluated for impairment | | $ | 40,390 | | | $ | 151,538 | | | $ | 6,084 | | | $ | 95,605 | | | $ | 32,133 | | | $ | 5,834 | | | | | | | $ | 331,584 | |
InternalRiskCategories
Loan grades are numbered 1 through 7. Grades 1 through 4 are considered satisfactory grades. The grade of 5, or Special Mention, represents loans of lower quality and is considered criticized. The grades of 6, or Substandard, and 7, or Doubtful, refer to assets that are classified. The use and application of these grades by the Bank will be uniform and shall conform to the Bank’s policy.
VirtualAbsence ofCreditRisk(1) loans are of superior quality with excellent credit strength and repayment ability providing a nominal credit risk.
LowRisk(2) loans are of above average credit strength and repayment ability providing only a minimal credit risk.
AcceptableRisk(3) loans are of reasonable credit strength and repayment ability providing an average credit risk due to one or more underlying weaknesses.
SatisfactorybutMonitor(4) loans are of the lowest acceptable credit strength and weakened repayment ability providing a cautionary credit risk due to one or more underlying weaknesses. New borrowers are typically not underwritten within this classification.
SpecialMention(5)assets have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution's credit position at some future date. Special Mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Ordinarily, special mention credits have characteristics which corrective management action would remedy.
Substandard(6)loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
Doubtful(7) loans have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current known facts, conditions and values, highly questionable and improbable.
Risk characteristics applicable to each segment of the loan portfolio are described as follows.
Commercial:The commercial portfolio includes loans to commercial customers for use in financing working capital needs, equipment purchases and expansions. The loans in this category are repaid primarily from the cash flow of a borrower's principal business operation. Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations.
CommercialRealEstate:Commercial real estate loans typically involve larger principal amounts, and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Credit risk in these loans may be impacted by the creditworthiness of a borrower, property values and the local economies in the Bank’s market areas.
ConstructionRealEstate:Construction real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners. Sources of repayment of these loans may include permanent loans, sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained. These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, general economic conditions and the availability of long-term financing. Credit risk in these loans may be impacted by the creditworthiness of a borrower, property values and the local economies in the Bank’s market areas.
ResidentialRealEstate:The residential 1-4 family real estate loans are generally secured by owner-occupied 1-4 family residences. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers. Credit risk in these loans can be impacted by economic conditions within the Bank's market areas that might impact either property values or a borrower's personal income. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.
AgriculturalRealEstate:The agricultural real estate loans are generally secured by real estate and improvements used in agricultural production. Agricultural real estate loans are subject to underwriting standards similar to commercial real estate loans.Repayment of these loans is primarily dependent on the agricultural operations conducted on the property securing the loans and may be structured to coincide with the seasonal nature of agriculture.
Consumer:The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes. Repayment for these types of loans will come from a borrower's income sources that are typically independent of the loan purpose. Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Bank's market area) and the creditworthiness of a borrower.
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
The following tables present the credit risk profile of the Bank’s loan portfolio based on internal rating category and payment activity (in thousands):
| | September 30, 2015 | |
| | Commercial | | | Commercial Real Estate | | �� | Construction Real Estate | | | Residential Real Estate | | | Agricultural Real Estate | | | Consumer | | | Total | |
Grade | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass (1-4) | | $ | 56,326 | | | $ | 158,924 | | | $ | 9,882 | | | $ | 91,425 | | | $ | 33,835 | | | $ | 5,719 | | | $ | 356,111 | |
Special Mention (5) | | | 547 | | | | -- | | | | -- | | | | 56 | | | | 1,119 | | | | 13 | | | | 1,735 | |
Substandard (6) | | | 1,516 | | | | 9,270 | | | | 9 | | | | 5,053 | | | | 101 | | | | -- | | | | 15,949 | |
Doubtful (7) | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | |
| | $ | 58,389 | | | $ | 168,194 | | | $ | 9,891 | | | $ | 96,534 | | | $ | 35,055 | | | $ | 5,732 | | | $ | 373,795 | |
| | December 31, 2014 | |
| | Commercial | | | Commercial Real Estate | | | Construction Real Estate | | | Residential Real Estate | | | Agricultural Real Estate | | | Consumer | | | Total | |
Grade | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass (1-4) | | $ | 44,553 | | | $ | 149,874 | | | $ | 5,672 | | | $ | 88,297 | | | $ | 31,189 | | | $ | 5,292 | | | $ | 324,877 | |
Special Mention (5) | | | 95 | | | | 1,024 | | | | -- | | | | 561 | | | | 57 | | | | -- | | | | 1,737 | |
Substandard (6) | | | 1,174 | | | | 6,611 | | | | 10 | | | | 7,765 | | | | 229 | | | | -- | | | | 15,789 | |
Doubtful (7) | | | 35 | | | | -- | | | | -- | | | | -- | | | | -- | | | | 4 | | | | 39 | |
| | $ | 45,857 | | | $ | 157,509 | | | $ | 5,682 | | | $ | 96,623 | | | $ | 31,475 | | | $ | 5,296 | | | $ | 342,442 | |
The Bank evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis. No significant changes were made to either during the past year.
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
The following tables present the Bank’s loan portfolio aging analysis of the recorded investment in loans (in thousands):
| | September 30, 2015 | |
| | 30-59 Days Past Due | | | 60-89 Days Past Due | | | Greater than 90 Days | | | Total Past Due | | | Current | | | Total Loans Receivable | | | Total Loans > 90 Days& Accruing | |
Commercial | | $ | 138 | | | $ | -- | | | $ | 24 | | | $ | 1 62 | | | $ | 58,227 | | | $ | 58,389 | | | $ | -- | |
Commercial real estate | | | 86 | | | | -- | | | | 489 | | | | 575 | | | | 167,619 | | | | 168,194 | | | | -- | |
Construction real estate | | | -- | | | | -- | | | | 9 | | | | 9 | | | | 9,882 | | | | 9,891 | | | | -- | |
Residential real estate | | | 505 | | | | 240 | | | | 292 | | | | 1,037 | | | | 95,497 | | | | 96,534 | | | | -- | |
Agricultural real estate | | | 53 | | | | -- | | | | -- | | | | 53 | | | | 35,002 | | | | 35,055 | | | | -- | |
Consumer | | | 99 | | | | 14 | | | | 1 | | | | 114 | | | | 5,618 | | | | 5,732 | | | | 1 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 881 | | | $ | 254 | | | $ | 815 | | | $ | 1,950 | | | $ | 371,845 | | | $ | 373,795 | | | $ | 1 | |
| | | December 31, 2014 | |
| | | 30-59 Days Past Due | | | | 60-89 Days Past Due | | | | Greater than 90 Days | | | | Total Past Due | | | | Current | | | | Total Loans Receivable | | | | Total Loans > 90 Days& Accruing | |
Commercial | | $ | 155 | | | $ | 55 | | | $ | 50 | | | $ | 260 | | | $ | 45,597 | | | $ | 45,857 | | | $ | -- | |
Commercial real estate | | | 88 | | | | 107 | | | | 473 | | | | 668 | | | | 156,841 | | | | 157,509 | | | | -- | |
Construction real estate | | | -- | | | | -- | | | | -- | | | | -- | | | | 5,682 | | | | 5,682 | | | | -- | |
Residential real estate | | | 3,607 | | | | 310 | | | | 396 | | | | 4,313 | | | | 92,310 | | | | 96,623 | | | | -- | |
Agricultural real estate | | | 10 | | | | -- | | | | -- | | | | 10 | | | | 31,465 | | | | 31,475 | | | | -- | |
Consumer | | | 30 | | | | 9 | | | | 4 | | | | 43 | | | | 5,253 | | | | 5,296 | | | | -- | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 3,890 | | | $ | 481 | | | $ | 923 | | | $ | 5,294 | | | $ | 337,148 | | | $ | 342,442 | | | $ | -- | |
A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable the Bank will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings.
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
The following table presents impaired loans for the periods ended (in thousands):
| | September 30, 2015 | | | December 31, 2014 | |
| | Recorded Balance | | | Unpaid Principal Balance | | | Specific Allowance | | | Recorded Balance | | | Unpaid Principal Balance | | | Specific Allowance | |
Loans without a specific valuation allowance | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial | | $ | 433 | | | $ | 567 | | | $ | -- | | | $ | 910 | | | $ | 1,006 | | | $ | -- | |
Commercial real estate | | | 1,126 | | | | 1,356 | | | | -- | | | | 315 | | | | 391 | | | | -- | |
Construction real estate | | | 9 | | | | 9 | | | | -- | | | | -- | | | | -- | | | | -- | |
Residential real estate | | | 1,238 | | | | 1,443 | | | | -- | | | | 744 | | | | 1,066 | | | | -- | |
Agricultural real estate | | | 22 | | | | 25 | | | | -- | | | | 47 | | | | 47 | | | | -- | |
Consumer | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | |
Total loans without a specific valuation allowance | | $ | 2,828 | | | $ | 3,400 | | | $ | -- | | | $ | 2,016 | | | $ | 2,510 | | | $ | -- | |
Loans with a specific valuation allowance | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial | | $ | -- | | | $ | -- | | | $ | -- | | | $ | 85 | | | $ | 85 | | | $ | 85 | |
Commercial real estate | | | -- | | | | -- | | | | -- | | | | 202 | | | | 212 | | | | 144 | |
Construction real estate | | | -- | | | | -- | | | | -- | | | | 1 | | | | 1 | | | | 1 | |
Residential real estate | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | |
Agricultural real estate | | | -- | | | | -- | | | | -- | | | | 107 | | | | 107 | | | | 10 | |
Consumer | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | |
Total loans with a specific valuation allowance | | $ | -- | | | $ | -- | | | $ | -- | | | $ | 395 | | | $ | 405 | | | $ | 240 | |
Total | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial | | $ | 433 | | | $ | 567 | | | $ | -- | | | $ | 995 | | | $ | 1,091 | | | $ | 85 | |
Commercial real estate | | | 1,126 | | | | 1,356 | | | | -- | | | | 517 | | | | 603 | | | | 144 | |
Construction real estate | | | 9 | | | | 9 | | | | -- | | | | 1 | | | | 1 | | | | 1 | |
Residential real estate | | | 1,238 | | | | 1,443 | | | | -- | | | | 744 | | | | 1,066 | | | | -- | |
Agricultural real estate | | | 22 | | | | 25 | | | | -- | | | | 154 | | | | 154 | | | | 10 | |
Consumer | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | |
Total impaired loans | | $ | 2,828 | | | $ | 3,400 | | | $ | -- | | | $ | 2,411 | | | $ | 2,915 | | | $ | 240 | |
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
The following table presents impaired loans for the nine months ended (in thousands):
| | September 30, 2015 | | | September 30, 2014 | |
| | Average Investment in Impaired Loans | | | Interest Income Recognized | | | Interest Income Cash Basis | | | Average Investment in Impaired Loans | | | Interest Income Recognized | | | Interest Income Cash Basis | |
Loans without a specific valuation allowance | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial | | $ | 253 | | | $ | -- | | | $ | -- | | | $ | 324 | | | $ | -- | | | $ | -- | |
Commercial real estate | | | 874 | | | | -- | | | | -- | | | | 2,075 | | | | -- | | | | -- | |
Construction real estate | | | 196 | | | | -- | | | | -- | | | | 401 | | | | -- | | | | -- | |
Residential real estate | | | 1,195 | | | | -- | | | | -- | | | | 1,413 | | | | -- | | | | -- | |
Agricultural real estate | | | 1,168 | | | | -- | | | | -- | | | | 1,177 | | | | -- | | | | -- | |
Consumer | | | -- | | | | -- | | | | -- | | | | 7 | | | | -- | | | | -- | |
Total loans without a specific valuation allowance | | $ | 3,686 | | | $ | -- | | | $ | -- | | | $ | 5,397 | | | $ | -- | | | $ | -- | |
Loans with a specific valuation allowance | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial | | $ | 242 | | | $ | -- | | | $ | -- | | | $ | 242 | | | $ | -- | | | $ | -- | |
Commercial real estate | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | |
Construction real estate | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | |
Residential real estate | | | 15 | | | | -- | | | | -- | | | | 37 | | | | -- | | | | -- | |
Agricultural real estate | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | |
Consumer | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | |
Total loans with a specific valuation allowance | | $ | 257 | | | $ | -- | | | $ | -- | | | $ | 279 | | | $ | -- | | | $ | -- | |
Total | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial | | $ | 495 | | | $ | -- | | | $ | -- | | | $ | 566 | | | $ | -- | | | $ | -- | |
Commercial real estate | | | 874 | | | | -- | | | | -- | | | | 2,075 | | | | -- | | | | -- | |
Construction real estate | | | 196 | | | | -- | | | | -- | | | | 401 | | | | -- | | | | -- | |
Residential real estate | | | 1,210 | | | | -- | | | | -- | | | | 1,450 | | | | -- | | | | -- | |
Agricultural real estate | | | 1,168 | | | | -- | | | | -- | | | | 1,177 | | | | -- | | | | -- | |
Consumer | | | -- | | | | -- | | | | -- | | | | 7 | | | | -- | | | | -- | |
Total impaired loans | | $ | 3,943 | | | $ | -- | | | $ | -- | | | $ | 5,676 | | | $ | -- | | | $ | -- | |
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
The following table presents the Bank’s nonaccrual loans (in thousands):
| | September 30, 2015 | | | December 31, 2014 | |
Commercial | | $ | 433 | | | $ | 475 | |
Commercial real estate | | | 1,126 | | | | 1,018 | |
Construction real estate | | | 9 | | | | 10 | |
Residential real estate | | | 1,238 | | | | 1,787 | |
Agricultural real estate | | | 22 | | | | 28 | |
Consumer | | | -- | | | | 4 | |
| | | | | | | | |
Total | | $ | 2,828 | | | $ | 3,322 | |
Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired. At September 30, 2015 and December 31, 2014, the Bank had approximately $23,000 and $20,000, respectively, in commercial loans and approximately$112,000 and $117,000, respectively, in residential real estate loans that were modified in troubled debt restructurings. The modification of terms of such loans included one or a combination of the following: an extension of maturity, a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan.
Troubled debt restructurings modified in the past 12 months that subsequently defaulted included one residential real estate loan totaling $117,000 for the period ended December 31, 2014. There were no defaults within 12 months of restructuring for the nine months ended September 30, 2015.
Note5: PremisesandEquipment
Major classifications of premises and equipment, stated at cost, are as follows (in thousands):
| | September 30, 2015 | | | December 31, 2014 | |
Land | | $ | 3,061 | | | $ | 3,061 | |
Buildings and improvements | | | 12,609 | | | | 11,843 | |
Furniture and equipment | | | 5,901 | | | | 7,152 | |
Leasehold improvements | | | 461 | | | | 479 | |
Construction in progress | | | -- | | | | 83 | |
| | | 22,032 | | | | 22,618 | |
Less accumulated depreciation | | | 10,548 | | | | 11,730 | |
| | | | | | | | |
Net premises and equipment | | $ | 11,484 | | | $ | 10,888 | |
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
Note6: Interest-BearingDeposits
Interest-bearing time deposits in denominations of $100,000 or more were $28.9 million and $29.1 million on September 30, 2015 and December 31, 2014, respectively.
At September 30, 2015, the scheduled maturities of time deposits are as follows (in thousands):
Within one year | | $ | 64,958 | |
One to two years | | | 17,414 | |
Two to three years | | | 4,057 | |
Three to four years | | | 2,404 | |
Four to five years | | | 1,322 | |
| | $ | 90,155 | |
Note7: SecuritiesSoldUnderAgreementstoRepurchase
Securities sold under agreements to repurchase, which are classified as secured borrowings, generally mature within one to four days from the transaction date. Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction. The Bank may be required to provide additional collateral based on the fair value of the underlying securities. The obligations are secured by U.S. government agency bonds and such collateral is held by FTN Financial Group as safekeeping agent.The maximum amount of outstanding agreements at any month end during the nine months ended September 30, 2015 was $7.7 million, and the daily average of such agreements totaled approximately $7.0 million for the same period in 2015. The maximum amount of outstanding agreements at any month end during 2014 totaled $12.9 million, and the daily average of such agreements totaled approximately $9.7 million for 2014. The agreements at September 30, 2015 and December 31, 2014, matured daily.
Note8: RegulatoryMatters
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Bank's regulators could require adjustments to regulatory capital not reflected in these financial statements.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of tier I capital (as defined in the regulations) to average assets (as defined) and common equity tier 1 capital, tier 1 capital and total capital (as defined) to risk-weighted assets assets (as defined). Management believes, as of September 30, 2015, that the Bank meets all capital adequacy requirements to which it is subject.
As of September 30, 2015, the most recent notification from the OCC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the Bank must maintain capital ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank's category.
The Bank's actual capital amounts and ratios are also presented in the following tables (in thousands):
| | Actual | | | Minimum Capital Requirement | | | Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions | |
| | Amount | | | Ratio | | | Amount | | | Ratio | | | Amount | | | Ratio | |
As of September 30, 2015 | | | | | | | | | | | | | | | | | | | | | | | | |
Tier 1 Capital | | | | | | | | | | | | | | | | | | | | | | | | |
(to Adjusted Average Assets) | | | 36,500 | | | | 8.21 | % | | | 17,791 | | | | 4.0 | % | | | 22,239 | | | | 5.0 | % |
Common Equity Tier 1 | | | | | | | | | | | | | | | | | | | | | | | | |
(to Risk-Weighted Assets) | | | 36,500 | | | | 9.75 | % | | | 16,845 | | | | 4.5 | % | | | 24,331 | | | | 6.5 | % |
Tier 1 Capital | | | | | | | | | | | | | | | | | | | | | | | | |
(to Risk-Weighted Assets) | | | 36,500 | | | | 9.75 | % | | | 22,460 | | | | 6.0 | % | | | 29,946 | | | | 8.0 | % |
Total Capital | | | | | | | | | | | | | | | | | | | | | | | | |
(to Risk-Weighted Assets) | | | 41,194 | | | | 11.00 | % | | | 29,946 | | | | 8.0 | % | | | 37,433 | | | | 10.0 | % |
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
| | Actual | | | Minimum Capital Requirement | | | Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions | |
| | Amount | | | Ratio | | | Amount | | | Ratio | | | Amount | | | Ratio | |
As of December 31, 2014 | | | | | | | | | | | | | | | | | | | | | | | | |
Total Capital | | | | | | | | | | | | | | | | | | | | | | | | |
(to Risk-Weighted Assets) | | | 56,001 | | | | 17.4 | % | | | 25,706 | | | | 8.0 | % | | | 32,132 | | | | 10.0 | % |
Tier 1 Capital | | | | | | | | | | | | | | | | | | | | | | | | |
(to Risk-Weighted Assets) | | | 51,952 | | | | 16.2 | % | | | 12,853 | | | | 4.0 | % | | | 19,279 | | | | 6.0 | % |
Tier 1 Capital | | | | | | | | | | | | | | | | | | | | | | | | |
(to Average Assets) | | | 51,952 | | | | 11.6 | % | | | 17,862 | | | | 4.0 | % | | | 22,327 | | | | 5.0 | % |
The Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval. They may not pay dividends which would reduce capital below the minimum requirements shown above. On September 30, 2015, the Bank declared and accrued a $17.9 million dividend.
Note9: RelatedPartyTransactions
At September 30, 2015 and December 31, 2014, the Bank had loans outstanding to executive officers and directors and their affiliates in the amount of $17.3 million and $18.2 million, respectively.
Annual activity consisted of the following:
| | September 30, 2015 | | | December 31, 2014 | |
Beginning Balance | | $ | 18,153 | | | $ | 17,890 | |
New Loans | | | 543 | | | | 10,669 | |
Repayments | | | (1,434 | ) | | | (10,406 | ) |
| | | | | | | | |
Ending Balance | | $ | 17,262 | | | $ | 18,153 | |
In management's opinion, such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons. Further, in management's opinion, these loans did not involve more than normal risk of collectibility or present other unfavorable features.
The Bank has entered into lease agreements for certain premises with entities controlled by a significant shareholder of MIC. The lease agreements expire at various dates, with certain lease agreements containing renewal options. Total rent paid to the shareholder was approximately $190,000 for both nine month periods ended September 30, 2015 and 2014.
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
Note10:DisclosuresAboutFairValueofAssetsandLiabilities
Fair value 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 measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:
| Level1 | Quoted prices in active markets for identical assets or liabilities. |
| | |
| Level2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| | |
| Level3 | Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities. |
RecurringMeasurements
The following tables present the fair value measurements of assets recognized in the accompanying balance sheet measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall (in thousands):
| | | | | | Fair Value Measuring Using | |
September 30, 2015 | | Fair Value | | | Level 1 | | | Level 2 | | | Level 3 | |
| | | | | | | | | | | | |
U.S. government agencies | | $ | 5,006 | | | $ | -- | | | $ | 5,006 | | | $ | -- | |
Government-sponsored mortgage-backed securities | | | 35,969 | | | | -- | | | | 35,969 | | | | -- | |
State and political subdivisions | | | 1,702 | | | | -- | | | | 1,702 | | | | -- | |
| | | | | | Fair Value Measuring Using | |
December 31, 2014 | | Fair Value | | | Level 1 | | | Level 2 | | | Level 3 | |
| | | | | | | | | | | | |
U.S. government agencies | | $ | 13,495 | | | $ | -- | | | $ | 13,495 | | | $ | -- | |
Government-sponsored mortgage-backed securities | | | 44,762 | | | | -- | | | | 44,762 | | | | -- | |
State and political subdivisions | | | 2,041 | | | | -- | | | | 2,041 | | | | -- | |
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the period ended September 30, 2015.
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
Available-for-SaleSecurities
Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.
NonrecurringMeasurements
The following tables present the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall (in thousands):
| | | | | | Fair Value Measuring Using | |
September 30, 2015 | | Fair Value | | | Level 1 | | | Level 2 | | | Level 3 | |
| | | | | | | | | | | | | | | | |
Impaired loans | | $ | 1,470 | | | $ | -- | | | $ | -- | | | $ | 1,470 | |
| | | | | | Fair Value Measuring Using | |
December 31, 2014 | | Fair Value | | | Level 1 | | | Level 2 | | | Level 3 | |
| | | | | | | | | | | | | | | | |
Impaired loans | | $ | 2,171 | | | $ | -- | | | $ | -- | | | $ | 2,171 | |
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheet, as well as the general classification of such assets pursuant to the valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.
Collateral-DependentImpairedLoans,NetofAllowanceforLoanLosses
The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy.
The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value. Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by management. Appraisals are reviewed for accuracy and consistency by management. Appraisers are selected from the list of approved appraisers maintained by management. The appraised values are reduced by discounts of up to approximately 30% to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral. These discounts and estimates are developed by management by comparison to historical results.
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
FairValueofFinancialInstruments
The following table presents estimated fair values of theBank’sother financial instruments not reported on the balance sheet at fair value (in thousands).
| | September 30, 2015 | | | December 31, 2014 | |
| | Carrying Amount | | | Fair Value | | | Carrying Amount | | | Fair Value | |
Financial Assets | | | | | | | | | | | | | | | | |
Cash and cash equivalents (Level 1) | | $ | 14,297 | | | $ | 14,297 | | | $ | 19,037 | | | $ | 19,037 | |
Loans held for sale (Level 2) | | | 1,737 | | | | 1,737 | | | | 1,703 | | | | 1,703 | |
Loans receivable – net (Level 3) | | | 367,956 | | | | 374,540 | | | | 335,802 | | | | 336,540 | |
Accrued interest receivable (Level 2) | | | 1,495 | | | | 1,495 | | | | 1,495 | | | | 1,495 | |
| | | | | | | | | | | | | | | | |
Financial Liabilities | | | | | | | | | | | | | | | | |
Deposits (Level 3) | | | 370,462 | | | | 370,549 | | | | 378,638 | | | | 379,116 | |
Securities sold under agreements to repurchase (Level 2) | | | 7,037 | | | | 7,037 | | | | 6,951 | | | | 6,951 | |
Federal Funds Purchased (Level 1) | | | 14,100 | | | | 14,100 | | | | -- | | | | -- | |
Accrued interest payable (Level 2) | | | 62 | | | | 62 | | | | 71 | | | | 71 | |
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value.
CashandCashEquivalents
The carrying amount approximates fair value.
LoansHeldForSale
The carrying amount approximates fair value due to the insignificant time between origination and date of sale. The carrying amount is the amount funded and accrued interest.
Loans receivable - net
Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities. The market rates used are based on current rates the Bank would impose for similar loans and reflect a market participant assumption about risks associated with nonperformance, illiquidity and the structure and term of the loans along with local economic and market conditions.
AccruedInterestReceivableandPayable
The carrying amount approximates fair value. The carrying amount is determined using the interest rate, balance and last payment date.
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
Deposits
Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities. The estimated fair value of demand, NOW, savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date.
SecuritiesSoldUnderAgreementstoRepurchase and Federal Funds Purchased
The carrying amount approximates fair value due to the short term nature of these instruments.
Note11:SignificantEstimates andConcentrations
Accounting principles generally accepted in the United States of Americarequiredisclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Estimates related to the allowance for loan losses are reflected in the footnote regarding loans. Current vulnerabilities due to certain concentrations of credit risk are discussed in the footnote on commitments and credit risk.
GeneralLitigation
The Bank is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the financial position, results of operations and cash flows of the Bank.
Note12:CommitmentsandCreditRisk
CommitmentstoOriginateLoans
Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer's creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management's credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.
At September 30, 2015 and December 31, 2014, the Bank had outstanding commitments to originate loans aggregating approximately $12.6 million and $5.8 million, respectively.
StandbyLettersofCredit
Standby letters of credit are irrevocable conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Financial standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers. Should the Bank be obligated to perform under the standby letters of credit, the Bank may seek recourse from the customer for reimbursement of amounts paid.
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
The Bank had total outstanding standby letters of credit amounting to $302,000 and $294,000 at September 30, 2015 and December 31, 2014, respectively, with terms ranging from less than one to nine years.
PurchasedLettersofCredit
The Bank has purchased letters of credit from the Federal Home Loan Bank as security for certain public deposits. The amount of the letters of credit at September 30, 2015 and December 31, 2014 were $2.3 million and $16.0 million, respectively, and they expire in less than one year from issuance.
LinesofCredit
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Lines of credit generally have fixed expiration dates. Since a portion of the line may expire without being drawn upon, the total unused lines do not necessarily represent future cash requirements. Each customer's creditworthiness is evaluated on a case-by- case basis. The amount of collateral obtained, if deemed necessary, is based on management's credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments.
At September 30, 2015 and December 31, 2014, the Bank had granted unused lines of credit to borrowers aggregating approximately $37.0 million and $28.2 million, respectively, for commercial lines-of-credit, revolving credit lines and overdraft protection agreements.
Note13:EmployeeBenefitPlans
The Bank participates in a defined contribution 40l(k) retirement plan sponsored by MIC that covers substantially all employees. The Bank’s contributions to the plan are determined according to the matching provisions of the plan. Employer contributions charged to expense for the nine months ended September 30, 2015 and 2014 were approximately $163,000 and $160,000, respectively. The plan was terminated effective as of September 30, 2015. As a result, no more contributions will be made after the termination date and the Plan Administrator will begin the process of making distributions to the participants’ and beneficiaries in accordance with the terms of the Plan within a reasonable period.
The Bank’s employees also participate in an Employee Stock Ownership Plan (ESOP) sponsored by MIC. Bank contributions charged to expense related to the ESOP were $807,000 for the nine months ended September 30, 2014 and no contributions were made for the same period in 2015. MIC terminated the ESOP effective as of September 30, 2015. As a result, no more contributions will be made after the termination date and the ESOP will begin the process of making distributions to the participants’ vested account balances in accordance with the terms of the ESOP within a reasonable period.
Metropolitan National Bank
Notesto Unaudited CondensedFinancialStatements
The Bank has also entered into deferred compensation agreements with certain active and retired executive officers. The present value of the estimated liability under the agreements is being accrued over the years required to attain full eligibility as provided in the contract and is included in other liabilities. At September 30, 2015 and December 31, 2014, approximately $763,000 and $793,000 had been accrued under these agreements. Expense attributable to these agreements totaled approximately $67,000 and $61,000 for the nine months ended September 30, 2015 and 2014, respectively.
Note14:SubsequentEvents
On June 22, 2015, Marshfield Investment Company, the parent company of the Bank, entered into an agreement to sell 100% of the capital stock of the Bank to Bear State Financial, Inc. (Bear) for approximately $70 million, consisting of approximately $42 million in Bear common stock (based on the Bear closing stock price on October 1, 2015), and approximately $28 million in cash subject to potential adjustments. The sale occurred on October 1, 2015, and the Bank is now considered a wholly owned subsidiary of Bear.
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