EXHIBIT 99.3
MFB CORP. AND SUBSIDIARIES | |
Consolidated Condensed Balance Sheets | |
(In thousands) | |
| |
| | June 30, | | | September 30, | |
| | 2008 | | | 2007 | |
| | (Unaudited) | | | | |
| | | | | | |
Assets | | | | | | |
Cash | | $ | 2,521 | | | $ | 7,546 | |
Interest-bearing demand deposits | | | 14,067 | | | | 15,924 | |
Cash and cash equivalents | | | 16,588 | | | | 23,470 | |
Investment securities available for sale | | | 26,342 | | | | 33,409 | |
Loans held for sale | | | - | | | | 612 | |
Loans | | | 385,689 | | | | 407,756 | |
Allowance for loan losses | | | (4,874 | ) | | | (5,298 | ) |
Net loans | | | 380,815 | | | | 402,458 | |
Premises and equipment | | | 19,127 | | | | 18,506 | |
Federal Home Loan Bank of Indianapolis stock, at cost | | | 7,717 | | | | 9,718 | |
Cash surrender value of life insurance | | | 10,943 | | | | 10,565 | |
Mortgage servicing rights, net | | | 2,019 | | | | 2,253 | |
Other intangible asset | | | 1,625 | | | | 1,922 | |
Goodwill | | | 1,970 | | | | 1,970 | |
Other assets | | | 8,999 | | | | 5,565 | |
| |
Total assets | | $ | 476,145 | | | $ | 510,448 | |
| |
Liabilities | | | | | | | | |
Deposits | | | | | | | | |
Non-interest-bearing | | $ | 28,013 | | | $ | 39,043 | |
Interest bearing | | | 300,044 | | | | 294,760 | |
Total deposits | | | 328,057 | | | | 333,803 | |
Federal Home Loan Bank advances | | | 94,678 | | | | 124,258 | |
Other borrowings | | | 5,224 | | | | 5,540 | |
Other liabilities | | | 5,319 | | | | 5,790 | |
Total liabilities | | | 433,278 | | | | 469,391 | |
| |
Commitments and Contingent Liabilities | | | | | | | | |
| |
Stockholders' Equity | | | | | | | | |
Common stock, 5,000,000 shares authorized; shares issued: 1,689,417 - 6/30/08 and 9/30/07; shares outstanding: 1,392,381 - 6/30/08 and 1,313,671 - 9/30/07 | | | 12,593 | | | | 12,500 | |
Retained earnings - substantially restricted | | | 38,181 | | | | 37,841 | |
Accumulated other comprehensive loss | | | (703 | ) | | | (308 | ) |
Treasury stock: 297,036 common shares - 6/30/08 and | | | | | | | | |
375,746 common shares - 9/30/07, at cost | | | (7,204 | ) | | | (8,976 | ) |
Total stockholders' equity | | | 42,867 | | | | 41,057 | |
| |
Total liabilities and stockholders' equity | | $ | 476,145 | | | $ | 510,448 | |
| |
See notes to consolidated condensed financial statements. | |
MFB CORP. AND SUBSIDIARIES | |
Consolidated Condensed Statements of Income | |
(Unaudited) | |
(In thousands) | |
| | Nine Months Ended | |
| | June 30 | |
| | 2008 | | | 2007 | |
Interest Income | | | | | | |
Loans receivable, including fees | | $ | 19,373 | | | $ | 19,463 | |
Securities - taxable | | | 1,344 | | | | 2,043 | |
Other interest-earning assets | | | 372 | | | | 255 | |
Total interest income | | | 21,089 | | | | 21,761 | |
| |
Interest Expense | | | | | | | | |
Deposits | | | 7,288 | | | | 7,662 | |
Securities sold under agreements to repurchase | | | 9 | | | | - | |
FHLB advances and other borrowings | | | 4,311 | | | | 4,266 | |
Total interest expense | | | 11,608 | | | | 11,928 | |
| | | | | | | | |
Net Interest Income | | | 9,481 | | | | 9,833 | |
Provision for losses on loans | | | 40 | | | | (1,654 | ) |
Net Interest Income After Provision for Loan Losses | | | 9,441 | | | | 11,487 | |
| |
Other Income | | | | | | | | |
Service charges on deposit accounts | | | 2,347 | | | | 2,417 | |
Trust and brokerage fee income | | | 1,460 | | | | 414 | |
Insurance commissions | | | 32 | | | | 21 | |
Net realized gains from sales of loans | | | 389 | | | | 239 | |
Mortgage servicing asset (impairment) | | | (238 | ) | | | 9 | |
Net gain (loss) on securities available for sale | | | (890 | ) | | | 393 | |
Earnings on life insurance | | | 336 | | | | - | |
Other income | | | 538 | | | | 969 | |
Total other income | | | 3,974 | | | | 4,462 | |
| | | | | | | | |
Other Expenses | | | | | | | | |
Salaries and employee benefits | | | 6,748 | | | | 6,151 | |
Occupancy and equipment expenses | | | 2,300 | | | | 2,342 | |
Professional and consulting fees | | | 627 | | | | 612 | |
Data processing expense | | | 534 | | | | 625 | |
Other expenses | | | 2,391 | | | | 2,495 | |
Total other expenses | | | 12,600 | | | | 12,225 | |
| | | | | | | | |
Income Before Income Tax | | | 815 | | | | 3,724 | |
Income tax expense (benefit) | | | (141 | ) | | | 949 | |
| |
Net Income | | $ | 956 | | | $ | 2,775 | |
| |
Basic earnings per share | | $ | 0.70 | | | $ | 2.10 | |
| |
Diluted earnings per share | | $ | 0.69 | | | $ | 2.03 | |
| |
Dividends per share | | $ | 0.495 | | | $ | 0.495 | |
| |
See notes to consolidated condensed financial statements. | |
MFB CORP. AND SUBSIDIARIES | |
Consolidated Condensed Statement of Stockholders' Equity | |
(Unaudited) | |
| |
| |
| |
| | Nine Months Ended | |
| | June 30, | |
| | 2008 | | | 2007 | |
Balance at beginning of period | | $ | 41,057 | | | $ | 38,939 | |
Stock based compensation expense | | | 23 | | | | 28 | |
Purchase of treasury stock | | | (35 | ) | | | (575 | ) |
Stock option exercise - issuance of treasury stock | | | 1,975 | | | | 163 | |
Tax benefit related to employee stock plan | | | 62 | | | | 37 | |
Cash dividends declared | | | (776 | ) | | | (653 | ) |
| |
Comprehensive income: | | | | | | | | |
Net income | | | 956 | | | | 2,775 | |
Other comprehensive income, net of tax | | | (395 | ) | | | 277 | |
Total comprehensive income | | | 561 | | | | 3,052 | |
| |
Balance at end of period | | $ | 42,867 | | | $ | 40,991 | |
| | | | | | | | |
See notes to consolidated condensed financial statements. | | | | | | | | |
MFB CORP. AND SUBSIDIARIES | |
Consolidated Condensed Statements of Cash Flows | |
(Unaudited) | |
| | Nine Months Ended | |
| | June 30, | |
| | 2008 | | | 2007 | |
Operating Activities | | | | | | |
Net income | | $ | 956 | | | | 2775 | |
Adjustments to reconcile net income to net cash from operating activities | | | | | | | | |
Depreciation and amortization, net of accretion | | | 930 | | | | 1,014 | |
Provision for loan losses | | | 40 | | | | (1,654 | ) |
Net realized gains from sales of loans | | | (389 | ) | | | (239 | ) |
Other-than-temporary impairments on available for sale securities | | | 1,042 | | | | | |
Amortization of mortgage servicing rights | | | 177 | | | | 237 | |
Amortization of intangible assets and purchase adjustments | | | 403 | | | | 291 | |
Origination of loans held for sale | | | (21,691 | ) | | | (8,910 | ) |
Expense of mortgage servicing rights | | | 295 | | | | - | |
Proceeds from sales of loans held for sale | | | 22,692 | | | | 10,632 | |
Stock based compensation expense | | | 23 | | | | 28 | |
Net change in: | | | | | | | | |
Accrued interest receivable | | | 170 | | | | 15 | |
Other assets | | | (3,621 | ) | | | 90 | |
Accrued expenses and other liabilities | | | 899 | | | | 381 | |
Cash value of life insurance | | | (378 | ) | | | (203 | ) |
Net cash provided by operating activities | | | 1,548 | | | | 4,457 | |
| |
Cash flows from investing activities | | | | | | | | |
Net change in loans receivable | | | 21,265 | | | | (20,603 | ) |
Stock repurchase by FHLB | | | 2,001 | | | | 446 | |
Proceeds from maturities and paydowns available for sale securities | | | 5,427 | | | | 17,312 | |
Purchase of premises and equipment, net | | | (1,551 | ) | | | (290 | ) |
Purchase of life insurance | | | - | | | | (37 | ) |
Net cash provided by (used in) investing activities | | | 27,142 | | | | (3,172 | ) |
| |
Cash flows from financing activities | | | | | | | | |
Purchase of treasury stock | | | (35 | ) | | | (575 | ) |
Net change in deposits | | | (6,903 | ) | | | (7,138 | ) |
Proceeds from FHLB borrowings | | | 34,832 | | | | 102,755 | |
Repayment of FHLB borrowings | | | (64,412 | ) | | | (88,851 | ) |
Repayment of other borrowings | | | (316 | ) | | | - | |
Proceeds from exercise of stock options, including tax benefit | | | 2,038 | | | | 200 | |
Cash dividends paid | | | (776 | ) | | | (653 | ) |
Net cash provided by (used in) financing activities | | | (35,572 | ) | | | 5,738 | |
| |
Net Change in Cash and Cash Equivalents | | | (6,882 | ) | | | 7,023 | |
| |
Cash and Cash Equivalents, Beginning of Year | | | 23,470 | | | | 16,289 | |
| |
Cash and Cash Equivalents, End of Year | | $ | 16,588 | | | $ | 23,312 | |
| |
Additional Cash Flows Information | | | | | | | | |
Interest paid | | $ | 11,926 | | | $ | 12,090 | |
Income tax paid | | | 489 | | | | 1,132 | |
Transfers from loans to foreclosed real estate | | | 207 | | | | 1,113 | |
| |
See notes to consolidated condensed financial statements. | | | | | | | | |
NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES
Basis of Presentation: The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for interim financial statements and, therefore, do not include all disclosures required by accounting principles generally accepted in the United States of America for a complete presentation of the financial statements. In the opinion of management, the consolidated financial statements contain all normal recurring adjustments necessary to present fairly the consolidated balance sheets of MFB Corp. and its subsidiary MFB Financial as of June 30, 2008 and September 30, 2007, and the consolidated statements of income, the condensed consolidated statements of changes in stockholders’ equity and the consolidated statements of cash flows for the nine months ended June 30, 2008 and 2007. All significant intercompany transactions and balances are eliminated in consolidation.
Reclassifications: Certain items in the prior consolidated financial statements are reclassified to conform with the current presentation.
NOTE 2 - EARNINGS PER SHARE | |
| |
Earnings per share were computed as follows: (Dollars and weighted average shares in thousands except per share data) | |
| |
| | Nine Months Ended Ended June 30, | |
| | 2008 | | | 2007 | |
| | Income | | | Weighted- Average Shares | | | Per-Share Amount | | | Income | | | Weighted- Average Shares | | | Per-Share Amount | |
| | (000's) | | | (000's) | | | | | | (000's) | | | | | | | |
| |
Basic Earnings Per Share | | | | | | | | | | | | | | | | | | |
Income available to common shareholders | | $ | 956 | | | | 1,363 | | | $ | 0.70 | | | $ | 2,775 | | | | 1,319 | | | $ | 2.10 | |
Effect of Dilutive securities | | | | | | | | | | | | | | | | | | | | | | | | |
Stock options | | | | | | | 23 | | | | | | | | | | | | 50 | | | | | |
Diluted Earnings Per Share | | | | | | | | | | | | | | | | | | | | | | | | |
Income available to common stockholders and assumed conversions | | $ | 956 | | | | 1,386 | | | $ | 0.69 | | | $ | 2,775 | | | | 1,369 | | | $ | 2.03 | |