Exhibit 99.3
TwinCo, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except per share amounts)
(Unaudited)
| | September 30, | |
| | 2017 | | | 2016 | |
ASSETS | | | | | | | | |
Cash and due from banks | | $ | 2,521 | | | $ | 1,441 | |
Interest-bearing deposits in banks | | | 4,323 | | | | 2,787 | |
Total cash and cash equivalents | | | 6,844 | | | | 4,228 | |
| | | | | | | | |
Certificates of deposit in banks | | | 250 | | | | 250 | |
Investment securities available for sale | | | 29,882 | | | | 33,854 | |
Federal Home Loan Bank stock | | | 111 | | | | 111 | |
Federal Reserve Bank stock | | | - | | | | 30 | |
Loans, net of allowance for loan losses of $1,385 and $1,440 at September 30, 2017 and 2016, respectively | | | 54,884 | | | | 53,968 | |
Accrued interest receivable | | | 1,091 | | | | 1,020 | |
Premises and equipment, net | | | 1,123 | | | | 1,166 | |
Cash surrender value of life insurance | | | 180 | | | | 172 | |
Foreclosed real estate held for sale | | | 135 | | | | - | |
Goodwill | | | 422 | | | | 422 | |
Other assets | | | 68 | | | | 105 | |
Total assets | | $ | 94,990 | | | $ | 95,326 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
Liabilities | | | | | | | | |
Deposits | | | | | | | | |
Noninterest-bearing | | $ | 21,572 | | | $ | 23,003 | |
Interest-bearing | | | 58,694 | | | | 57,497 | |
Total deposits | | | 80,266 | | | | 80,500 | |
| | | | | | | | |
Accrued expenses and other liabilities | | | 91 | | | | 96 | |
Total liabilities | | | 80,357 | | | | 80,596 | |
| | | | | | | | |
Stockholders' equity | | | | | | | | |
Common stock - $1.00 par value; 100,000 shares authorized; 76,000 shares issued; 40,055 shares outstanding | | | 76 | | | | 76 | |
Additional paid-in capital | | | 1,560 | | | | 1,560 | |
Treasury stock - 35,945 shares at cost | | | (1,197 | ) | | | (1,197 | ) |
Retained earnings | | | 14,468 | | | | 13,934 | |
Accumulated other comprehensive income (loss) | | | (274 | ) | | | 357 | |
Total stockholders' equity | | | 14,633 | | | | 14,730 | |
Total liabilities and stockholders' equity | | $ | 94,990 | | | $ | 95,326 | |
The accompanying notes are an integral part of these unaudited consolidated statements.
TwinCo, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share amounts)
| | Nine Months Ended September 30, | |
| | 2017 | | | 2016 | |
| | | | | | | | |
Interest and dividend income | | | | | | | | |
Loans, including fees | | $ | 2,628 | | | $ | 2,749 | |
Investment securities available for sale | | | 486 | | | | 475 | |
Federal Home Loan and Federal Reserve stock dividends | | | 1 | | | | 2 | |
Interest-bearing deposits in banks | | | 23 | | | | 16 | |
Total interest and dividend income | | | 3,138 | | | | 3,242 | |
| | | | | | | | |
Interest expense | | | | | | | | |
Deposits | | | 113 | | | | 108 | |
Borrowed funds | | | - | | | | 4 | |
Total interest expense | | | 113 | | | | 112 | |
| | | | | | | | |
Net interest income | | | 3,025 | | | | 3,130 | |
| | | | | | | | |
Provision (credit) for loan losses | | | - | | | | (86 | ) |
| | | | | | | | |
Net interest income after provision for loan losses | | | 3,025 | | | | 3,216 | |
| | | | | | | | |
Noninterest income | | | | | | | | |
Service charges on deposit accounts | | | 92 | | | | 78 | |
Interchange and ATM fees | | | 101 | | | | 99 | |
Appreciation in cash value of life insurance | | | 5 | | | | 5 | |
Net gain on sale of securities available for sale | | | 8 | | | | 2 | |
Other noninterest income | | | 33 | | | | 31 | |
Total noninterest income | | | 239 | | | | 215 | |
| | | | | | | | |
Noninterest expense | | | | | | | | |
Salaries and employee benefits | | | 1,062 | | | | 1,035 | |
Occupancy and equipment | | | 168 | | | | 149 | |
Data processing and software | | | 164 | | | | 161 | |
Advertising and marketing | | | 69 | | | | 187 | |
Federal insurance premiums | | | 21 | | | | 66 | |
Postage | | | 19 | | | | 20 | |
Legal, accounting and examination fees | | | 214 | | | | 110 | |
Other noninterest expense | | | 237 | | | | 226 | |
Total noninterest expense | | | 1,954 | | | | 1,954 | |
| | | | | | | | |
NET INCOME | | $ | 1,310 | | | $ | 1,477 | |
| | | | | | | | |
EARNINGS PER SHARE | | $ | 32.71 | | | $ | 36.87 | |
The accompanying notes are an integral part of these unaudited consolidated statements.
TwinCo, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in thousands)
(Unaudited)
| | Nine Months Ended September 30, | |
| | 2017 | | | 2016 | |
| | | | | | | | |
Net income | | $ | 1,310 | | | $ | 1,477 | |
| | | | | | | | |
Other comprehensive income | | | | | | | | |
| | | | | | | | |
Change in unrealized gain/loss on securities available for sale | | | 286 | | | | 527 | |
Reclassification adjustment for net gain on sale of securities available for sale realized in net income | | | (8 | ) | | | (2 | ) |
| | | | | | | | |
Total other comprehensive income | | | 278 | | | | 525 | |
| | | | | | | | |
TOTAL COMPREHENSIVE INCOME | | $ | 1,588 | | | $ | 2,002 | |
The accompanying notes are an integral part of these unaudited consolidated statements.
TwinCo, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Nine Months Ended September 30, 2017 and 2016
(dollars in thousands, except per share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | Accumulated | | | | | |
| | | | | | | | | | | | | | | | | | other | | | | | |
| | Common | | | Additional | | | Treasury | | | Retained | | | comprehensive | | | | | |
| | stock | | | paid-in capital | | | stock | | | earnings | | | income (loss) | | | Total | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2016 | | $ | 76 | | | $ | 1,560 | | | $ | (1,197 | ) | | $ | 13,539 | | | $ | (168 | ) | | $ | 13,810 | |
Net income | | | - | | | | - | | | | - | | | | 1,477 | | | | - | | | | 1,477 | |
Other comprehensive income | | | - | | | | - | | | | - | | | | - | | | | 525 | | | | 525 | |
Cash dividends paid ($27.00 per share) | | | - | | | | - | | | | - | | | | (1,082 | ) | | | - | | | | (1,082 | ) |
Balance at September 30, 2016 | | $ | 76 | | | $ | 1,560 | | | $ | (1,197 | ) | | $ | 13,934 | | | $ | 357 | | | $ | 14,730 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2017 | | $ | 76 | | | $ | 1,560 | | | $ | (1,197 | ) | | $ | 14,079 | | | $ | (552 | ) | | $ | 13,966 | |
Net income | | | - | | | | - | | | | - | | | | 1,310 | | | | - | | | | 1,310 | |
Other comprehensive income | | | - | | | | - | | | | - | | | | - | | | | 278 | | | | 278 | |
Cash dividends paid ($23.00 per share) | | | - | | | | - | | | | - | | | | (921 | ) | | | - | | | | (921 | ) |
Balance at September 30, 2017 | | $ | 76 | | | $ | 1,560 | | | $ | (1,197 | ) | | $ | 14,468 | | | $ | (274 | ) | | $ | 14,633 | |
The accompanying notes are an integral part of these unaudited consolidated statements.
TwinCo, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(Unaudited)
| | Nine Months Ended September 30, | |
| | 2017 | | | 2016 | |
| | | | | | | | |
Cash flows from operating activities | | | | | | | | |
Net income | | $ | 1,310 | | | $ | 1,477 | |
Adjustments to reconcile net income to net cash from operating activities | | | | | | | | |
Provision (credit) for loan losses | | | - | | | | (86 | ) |
Depreciation | | | 48 | | | | 40 | |
Net amortization on investment securities | | | 194 | | | | 231 | |
Net gain on sale of securities available for sale | | | (8 | ) | | | (2 | ) |
Appreciation in cash value of life insurance | | | (5 | ) | | | (5 | ) |
Net change in: | | | | | | | | |
Accrued interest receivable | | | (403 | ) | | | (295 | ) |
Other asssets | | | 15 | | | | (28 | ) |
Accrued expenses and other liabilities | | | (16 | ) | | | (16 | ) |
Net cash provided by operating activities | | | 1,135 | | | | 1,316 | |
| | | | | | | | |
Cash flows from investing activities | | | | | | | | |
Purchase of securities available for sale | | | (1,714 | ) | | | (12,390 | ) |
Maturities, calls and paydowns of securities available for sale | | | 4,401 | | | | 4,556 | |
Sale of securities available for sale | | | 2,091 | | | | 2,939 | |
Purchase of Federal Home Loan Bank stock | | | - | | | | (5 | ) |
Loan originations and principal collections, net | | | (3,647 | ) | | | (1,161 | ) |
Net cash provided by (used in) investing activities | | | 1,131 | | | | (6,061 | ) |
| | | | | | | | |
Cash flows from financing activities | | | | | | | | |
Net change in deposits | | | 610 | | | | 1,759 | |
Dividends paid | | | (921 | ) | | | (1,082 | ) |
Net cash provided by (used in) investing activities | | | (311 | ) | | | 677 | |
| | | | | | | | |
Change in cash and cash equivalents | | | 1,955 | | | | (4,068 | ) |
| | | | | | | | |
Cash and cash equivalents at beginning of period | | | 4,889 | | | | 8,296 | |
| | | | | | | | |
Cash and cash equivalents at end of period | | $ | 6,844 | | | $ | 4,228 | |
| | | | | | | | |
Supplemental Disclosures of Cash Flow Information | | | | | | | | |
Cash paid during the period for interest | | $ | 109 | | | $ | 105 | |
| | | | | | | | |
Supplemental Disclosures of Non-Cash Transactions | | | | | | | | |
Net change in unrealized gain/loss on securities available for sale | | $ | 278 | | | $ | 525 | |
Loan balances transferred to foreclosed real estate | | $ | 145 | | | $ | - | |
The accompanying notes are an integral part of these unaudited consolidated statements.
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
(Unaudited)
NOTE 1 – BASIS OF PRESENTATION and OTHER ACCOUNTING MATTERS
Basis of Presentation
TwinCo, Inc. (“Twinco”) is a bank holding company that owns 100% of the stock of Ruby Valley Bank (“the Bank”). Twinco and the Bank are collectively referred to as “the Company.”
The accompanying unaudited consolidated financial statements include the consolidated totals of the accounts of Twinco and the Bank, and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, such information reflects all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the Company’s financial condition, results of operations, changes in comprehensive income and cash flows for the unaudited interim periods.
The results of operations for the nine month period ended September 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or any other period. The unaudited consolidated financial statements and notes presented herein should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto for the year ended December 31, 2016.
Subsequent Events
The Company evaluated subsequent events for potential recognition and/or disclosure through November 17, 2017, date the unaudited consolidated financial statements were issued.
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income/loss. The only component of other comprehensive income/loss consists of net unrealized holding gains and losses on available for sale securities, with no related tax effects.
Earnings Per Share
Earnings per share is computed by dividing net income by the weighted average number of shares outstanding. The Company has no dilutive instruments and accordingly reports only basic earnings per share.
Significant Applicable Accounting Standards Updates Not Yet Effective
The Financial Accounting Standards Board recently issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. Under the new standard, certain equity investments are required to be carried at fair value, with changes in fair value recognized in net income. This applies to equity investments with readily determinable fair values that are not consolidated or carried on the equity method. Debt securities classified as available-for-sale will continue to be carried at fair value with changes in fair value recorded through other comprehensive income. The standard is effective for the Company beginning January 1, 2019, and is not expected to have a significant impact to the financial statements.
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
The Financial Accounting Standards Board recently issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Under the new standard, the Company will be required to convert from the existing incurred-loss model for determining the allowance for loan losses to an expected-loss model. An expected-loss model will determine the allowance for loan losses balance based upon credit losses expected to be incurred over the life of the loan portfolio, and will consider not only current credit conditions but also reasonably supportable expectations as to future credit conditions. The standard will also require securities held to maturity to be evaluated for impairment under an expected-loss model. The standard is effective for the Company beginning January 1, 2021. The Company has not yet completed an evaluation of the impact on its financial statements and its accounting and reporting practices.
The Financial Accounting Standards Board recently issued Accounting Standards Update 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization of Purchased Callable Debt Securities. Under the new standard, the Company will be required to amortize investment purchase premiums on callable securities to the earliest call date. Purchase discounts will continue to be accreted to final maturity. The standard is effective for the Company beginning January 1, 2020, and is not expected to have a significant impact to the financial statements.
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
(Unaudited)
NOTE 2 - INVESTMENT SECURITIES
The amortized cost and fair value of investment securities, with gross unrealized gains and losses, follows:
| | September 30, 2017 | |
| | Amortized Cost | | | Gross Unrealized Gains | | | Gross Unrealized Losses | | | Fair Value | |
| | (in thousands) | |
Debt securities available for sale | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
U.S. Government agency | | $ | 122 | | | $ | 1 | | | $ | - | | | $ | 123 | |
U.S. agency mortgage-backed | | | 26,171 | | | | 4 | | | | (358 | ) | | | 25,817 | |
State and municipal | | | 3,863 | | | | 81 | | | | (2 | ) | | | 3,942 | |
| | $ | 30,156 | | | $ | 86 | | | $ | (360 | ) | | $ | 29,882 | |
| | September 30, 2016 | |
| | Amortized Cost | | | Gross Unrealized Gains | | | Gross Unrealized Losses | | | Fair Value | |
| | (in thousands) | |
Debt securities available for sale | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
U.S. Government agency | | $ | 657 | | | $ | 13 | | | $ | - | | | $ | 670 | |
U.S. agency mortgage-backed | | | 29,786 | | | | 233 | | | | (2 | ) | | | 30,017 | |
State and municipal | | | 3,054 | | | | 113 | | | | - | | | | 3,167 | |
| | $ | 33,497 | | | $ | 359 | | | $ | (2 | ) | | $ | 33,854 | |
The Company purchases only high-grade investment securities. U.S. Government Agency securities are comprised entirely of bonds issued by the Federal Home Loan Bank. U.S. agency mortgage-backed securities are comprised entirely of bonds issued by the Federal Home Loan Mortgage Corporation and Fannie Mae. State and municipal securities are comprised of bonds issued by various states and municipalities, and are all rated “A” or better by a nationally recognized statistical rating organization.
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
(Unaudited)
The amortized cost and fair value of debt securities available for sale at September 30, 2017, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because obligors may have the right to call or prepay obligations with call or prepayment penalties. Mortgage-backed securities are not broken out by maturity period as repayment of the securities occurs on monthly basis based on the repayment of the mortgage loans underlying the securities:
| | Amortized Cost | | | Fair Value | |
| | (in thousands) | |
| | | |
Due in one year or less | | $ | 122 | | | $ | 123 | |
Due after one through five years | | | 150 | | | | 151 | |
Due after five years through ten years | | | 832 | | | | 853 | |
Due after ten years | | | 2,881 | | | | 2,938 | |
| | | 3,985 | | | | 4,065 | |
Mortgage-backed | | | 26,171 | | | | 25,817 | |
| | $ | 30,156 | | | $ | 29,882 | |
Information pertaining to securities available-for-sale, with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:
| | September 30, 2017 | |
| | Less than 12 months | | | Over 12 months | |
| | Gross Unrealized Losses | | | Fair Value | | | Gross Unrealized Losses | | | Fair Value | |
| | (in thousands) | |
| | | |
U.S. agency mortgage-backed | | $ | (329 | ) | | $ | 24,213 | | | $ | (29 | ) | | $ | 1,055 | |
State and municipal | | | (2 | ) | | | 314 | | | | - | | | | - | |
| | $ | (331 | ) | | $ | 24,527 | | | $ | (29 | ) | | $ | 1,055 | |
| | September 30, 2016 | |
| | Less than 12 months | | | Over 12 months | |
| | Gross Unrealized Losses | | | Fair Value | | | Gross Unrealized Losses | | | Fair Value | |
| | (in thousands) | |
| | | |
U.S. agency mortgage-backed | | $ | (2 | ) | | $ | 1,226 | | | $ | - | | | $ | - | |
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
At September 30, 2017 there are 34 mortgage-backed securities with unrealized losses and one municipal security with an unrealized loss. None of the unrealized losses on mortgage-backed securities exceed 3% of the securities’ amortized cost basis, and the municipal security’s unrealized loss is less than 1% of the amortized cost basis. At September 30, 2016, there is one mortgage-backed security with an unrealized losses under 1% of the security’s amortized cost basis. Unrealized losses are due to differences in market yields as compared to yields available at the time securities were purchased, and management has performed analyses of investment credit quality and cash flows and does not believe that any securities are impaired due to reasons of credit quality. The Company has the ability and intent to hold investment securities for a period of time sufficient for a recovery of cost, and fair value is expected to recover as bonds approach maturity. Accordingly, as of September 30, 2017, management believes the impairments detailed in the table above are temporary.
The Company realized $31,000 in gains and $23,000 in losses on sales and early redemptions of investment securities during the nine months ended September 30, 2017. The Company realized $8,000 in gains and $6,000 in losses on sales and early redemptions of investment securities during the nine months ended September 30, 2016.
Investment securities with a fair value of $1,592,000 and $1,801,000 at September 30, 2017 and 2016, respectively, were pledged as collateral on public deposits and for other purposes as required or permitted by law.
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
NOTE 3 – LOANS AND ALLOWANCE FOR LOAN LOSSES
Major classifications of loans are as follows:
| | September 30, | |
| | 2017 | | | 2016 | |
| | (in thousands) | |
| | | | | | | | |
Agricultural loans | | | | | | | | |
Farmland | | $ | 14,226 | | | $ | 15,587 | |
Production and other | | | 16,593 | | | | 14,057 | |
| | | 30,819 | | �� | | 29,644 | |
Commercial loans | | | | | | | | |
Real estate | | | 9,900 | | | | 9,426 | |
Operating and other | | | 8,404 | | | | 8,306 | |
| | | 18,304 | | | | 17,732 | |
Other real estate loans | | | | | | | | |
Construction, land and land development | | | 1,009 | | | | 1,421 | |
Residential 1-4 family | | | 3,943 | | | | 4,208 | |
Multifamily | | | 575 | | | | 591 | |
| | | 5,527 | | | | 6,220 | |
| | | | | | | | |
Consumer and other loans | | | 1,619 | | | | 1,812 | |
| | | | | | | | |
Total loans | | | 56,269 | | | | 55,408 | |
| | | | | | | | |
Less allowance for loan losses | | | (1,385 | ) | | | (1,440 | ) |
| | | | | | | | |
| | $ | 54,884 | | | $ | 53,968 | |
At September 30, 2017, agricultural loans include $5,293,000 of loans guaranteed by the United States Department of Agriculture’s Farm Service Agency, with a guaranty amount of $4,763,000, and commercial loans include $1,190,000 of loans guaranteed by the United States Small Business Administration, with a guaranty amount of $1,071,000. At September 30, 2016, agricultural loans include $4,834,000 of loans guaranteed by the United States Department of Agriculture’s Farm Service Agency, with a guaranty amount of $3,946,000, and commercial loans include $1,223,000 of loans guaranteed by the United States Small Business Administration, with a guaranty amount of $1,102,000.
In the ordinary course of business, the Company may grant loans to its executive officers, significant shareholders, directors, and parties affiliated with those persons (collectively, “related parties”). However, the Company had no loans to related parties at any time in 2017 or 2016.
At September 30, 2017 and 2016, loans totaling $17,890,000 and $17,584,000, respectively, are pledged to secure credit facilities with the Federal Home Loan Bank of Des Moines.
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
Transactions in the allowance for loan losses are as follows:
| | Agricultural | | | Commercial | | | Other Real Estate Loans | | | Consumer and Other | | | Total | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2017 | | $ | 750 | | | $ | 442 | | | $ | 173 | | | $ | 55 | | | $ | 1,420 | |
| | | | | | | | | | | | | | | | | | | | |
Provision (credit) for loan losses | | | (6 | ) | | | 46 | | | | (22 | ) | | | (18 | ) | | | - | |
| | | | | | | | | | | | | | | | | | | | |
(Charge-offs) | | | - | | | | (52 | ) | | | - | | | | - | | | | (52 | ) |
Recoveries | | | 10 | | | | - | | | | - | | | | 7 | | | | 17 | |
Net (charge-offs) recoveries | | | 10 | | | | (52 | ) | | | - | | | | 7 | | | | (35 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance at September 30, 2017 | | $ | 754 | | | $ | 436 | | | $ | 151 | | | $ | 44 | | | $ | 1,385 | |
Balance at January 1, 2016 | | $ | 753 | | | $ | 523 | | | $ | 130 | | | $ | 69 | | | $ | 1,475 | |
| | | | | | | | | | | | | | | | | | | | |
Provision (credit) for loan losses | | | (46 | ) | | | (73 | ) | | | 52 | | | | (19 | ) | | | (86 | ) |
| | | | | | | | | | | | | | | | | | | | |
(Charge-offs) | | | - | | | | - | | | | - | | | | (1 | ) | | | (1 | ) |
Recoveries | | | 43 | | | | 4 | | | | 4 | | | | 1 | | | | 52 | |
Net (charge-offs) recoveries | | | 43 | | | | 4 | | | | 4 | | | | - | | | | 51 | |
| | | | | | | | | | | | | | | | | | | | |
Balance at September 30, 2016 | | $ | 750 | | | $ | 454 | | | $ | 186 | | | $ | 50 | | | $ | 1,440 | |
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
Components of the allowance for loan losses, and the related carrying amount of loans for which the allowance is determined, are as follows:
| | September 30, 2017 | |
| | Agricultural | | | Commercial | | | Other Real Estate Loans | | | Consumer and Other | | | Total | |
| | (in thousands) | |
Allocation of Allowance to: | | | | | | | | | | | | | | | | | | | | |
Impaired loans - evaluated individually | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Impaired loans - evaluated collectively | | | - | | | | - | | | | - | | | | - | | | | - | |
Total impaired loans | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
Unimpaired loans - evaluated collectively | | | 754 | | | | 436 | | | | 151 | | | | 44 | | | | 1,385 | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 754 | | | $ | 436 | | | $ | 151 | | | $ | 44 | | | $ | 1,385 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Recorded Investment In: | | | | | | | | | | | | | | | | | | | | |
Impaired loans - evaluated individually | | $ | 136 | | | $ | 1,874 | | | $ | 689 | | | $ | 1 | | | $ | 2,700 | |
Impaired loans - evaluated collectively | | | - | | | | - | | | | - | | | | - | | | | - | |
Total impaired loans | | | 136 | | | | 1,874 | | | | 689 | | | | 1 | | | | 2,700 | |
| | | | | | | | | | | | | | | | | | | | |
Unimpaired loans - evaluated collectively | | | 30,683 | | | | 16,430 | | | | 4,838 | | | | 1,618 | | | | 53,569 | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 30,819 | | | $ | 18,304 | | | $ | 5,527 | | | $ | 1,619 | | | $ | 56,269 | |
| | September 30, 2016 | |
| | Agricultural | | | Commercial | | | Other Real Estate Loans | | | Consumer and Other | | | Total | |
| | (in thousands) | |
Allocation of Allowance to: | | | | | | | | | | | | | | | | | | | | |
Impaired loans - evaluated individually | | $ | - | | | $ | 77 | | | $ | - | | | $ | - | | | $ | 77 | |
Impaired loans - evaluated collectively | | | - | | | | - | | | | - | | | | - | | | | - | |
Total impaired loans | | | - | | | | 77 | | | | - | | | | - | | | | 77 | |
| | | | | | | | | | | | | | | | | | | | |
Unimpaired loans - evaluated collectively | | | 750 | | | | 377 | | | | 186 | | | | 50 | | | | 1,363 | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 750 | | | $ | 454 | | | $ | 186 | | | $ | 50 | | | $ | 1,440 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Recorded Investment In: | | | | | | | | | | | | | | | | | | | | |
Impaired loans - evaluated individually | | $ | 2,827 | | | $ | 2,161 | | | $ | 676 | | | $ | 12 | | | $ | 5,676 | |
Impaired loans - evaluated collectively | | | - | | | | - | | | | - | | | | - | | | | - | |
Total impaired loans | | | 2,827 | | | | 2,161 | | | | 676 | | | | 12 | | | | 5,676 | |
| | | | | | | | | | | | | | | | | | | | |
Unimpaired loans - evaluated collectively | | | 26,817 | | | | 15,571 | | | | 5,544 | | | | 1,800 | | | | 49,732 | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 29,644 | | | $ | 17,732 | | | $ | 6,220 | | | $ | 1,812 | | | $ | 55,408 | |
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
Information relative to impaired loans is as follows:
| | September 30, 2017 | | | Nine Months Ended September 30, 2017 | |
| | Recorded Investment in Impaired Loans With No Valuation Allowance | | | Recorded Investment in Impaired Loans With A Valuation Allowance | | | Total Impaired Loans | | | Valuation Allowance on Impaired Loans | | | Commitments to Extend Credit on Impaired Loans | | | Average Impaired Loans | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Agricultural loans | | | | | | | | | | | | | | | | | | | | | | | | |
Farmland | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 307 | |
Production and other | | | 136 | | | | - | | | | 136 | | | | - | | | | - | | | | 72 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Commercial loans | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate | | | 1,273 | | | | - | | | | 1,273 | | | | - | | | | - | | | | 1,357 | |
Operating and other | | | 601 | | | | - | | | | 601 | | | | - | | | | - | | | | 656 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other real estate loans | | | | | | | | | | | | | | | | | | | | | | | | |
Construction, land and land development | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Residential 1-4 family | | | 689 | | | | - | | | | 689 | | | | - | | | | - | | | | 697 | |
Multifamily | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Consumer and other loans | | | 1 | | | | - | | | | 1 | | | | - | | | | - | | | | 2 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 2,700 | | | $ | - | | | $ | 2,700 | | | $ | - | | | $ | - | | | $ | 3,091 | |
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
(Unaudited)
| | September 30, 2016 | | | Nine Months Ended September 30, 2016 | |
| | Recorded Investment in Impaired Loans With No Valuation Allowance | | | Recorded Investment in Impaired Loans With A Valuation Allowance | | | Total Impaired Loans | | | Valuation Allowance on Impaired Loans | | | Commitments to Extend Credit on Impaired Loans | | | Average Impaired Loans | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Agricultural loans | | | | | | | | | | | | | | | | | | | | | | | | |
Farmland | | $ | 2,777 | | | $ | - | | | $ | 2,777 | | | $ | - | | | $ | - | | | $ | 2,409 | |
Production and other | | | 50 | | | | - | | | | 50 | | | | - | | | | - | | | | 25 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Commercial loans | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate | | | 663 | | | | 801 | | | | 1,464 | | | | 77 | | | | - | | | | 1,597 | |
Operating and other | | | 697 | | | | - | | | | 697 | | | | - | | | | - | | | | 701 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other real estate loans | | | | | | | | | | | | | | | | | | | | | | | | |
Construction, land and land development | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Residential 1-4 family | | | 676 | | | | - | | | | 676 | | | | - | | | | - | | | | 684 | |
Multifamily | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Consumer and other loans | | | 12 | | | | - | | | | 12 | | | | - | | | | - | | | | 10 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 4,875 | | | $ | 801 | | | $ | 5,676 | | | $ | 77 | | | $ | - | | | $ | 5,426 | |
Interest income recognized on impaired loans is $99,000 and $191,000 during the nine months ended September 30, 2017 and 2016, respectively. The difference between the recorded investment in impaired loans and the unpaid contractual principal balance of those loans is immaterial at September 30, 2017 and 2016.
At September 30, 2017, there are no loans in the process of foreclosure.
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
(Unaudited)
Information related to troubled debt restructurings, all of which are included in impaired loans, is as follows:
| | September 30, 2017 | |
| | Nonaccrual Troubled Debt Restructurings | | | Accruing Troubled Debt Restructurings | | | Total Troubled Debt Restructurings | | | Valuation Allowance on Troubled Debt Restructurings | | | Commitments to Extend Credit on Troubled Debt Restructurings | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | | | | | |
Agricultural loans | | | | | | | | | | | | | | | | | | | | |
Farmland | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Production and other | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
Commercial loans | | | | | | | | | | | | | | | | | | | | |
Real estate | | | - | | | | 1,010 | | | | 1,010 | | | | - | | | | - | |
Operating and other | | | - | | | | 53 | | | | 53 | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
Other real estate loans | | | | | | | | | | | | | | | | | | | | |
Construction, land and land development | | | - | | | | - | | | | - | | | | - | | | | - | |
Residential 1-4 family | | | - | | | | 632 | | | | 632 | | | | - | | | | - | |
Multifamily | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
Consumer and other loans | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | - | | | $ | 1,695 | | | $ | 1,695 | | | $ | - | | | $ | - | |
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
| | September 30, 2016 | |
| | Nonaccrual Troubled Debt Restructurings | | | Accruing Troubled Debt Restructurings | | | Total Troubled Debt Restructurings | | | Valuation Allowance on Troubled Debt Restructurings | | | Commitments to Extend Credit on Troubled Debt Restructurings | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | | | | | |
Agricultural loans | | | | | | | | | | | | | | | | | | | | |
Farmland | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Production and other | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
Commercial loans | | | | | | | | | | | | | | | | | | | | |
Real estate | | | 230 | | | | 1,032 | | | | 1,262 | | | | 77 | | | | - | |
Operating and other | | | - | | | | 59 | | | | 59 | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
Other real estate loans | | | | | | | | | | | | | | | | | | | | |
Construction, land and land development | | | - | | | | - | | | | - | | | | - | | | | - | |
Residential 1-4 family | | | - | | | | 644 | | | | 644 | | | | - | | | | - | |
Multifamily | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
Consumer and other loans | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 230 | | | $ | 1,735 | | | $ | 1,965 | | | $ | 77 | | | $ | - | |
There were no loans modified as a troubled debt restructuring that defaulted during the nine months ended September 30, 2017 or September 30, 2016 where the default occurred within 12 months of the restructuring. For the purpose of this disclosure, a default is considered a payment delinquency of 90 days or greater, or foreclosure and repossession of the applicable collateral.
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
The following summarizes the performance status of loans:
| | September 30, 2017 | |
| | Performance Status | | | | | |
| | Nonaccrual | | | Past Due Greater Than 90 Days and Accruing | | | Total Nonperforming Loans | | | Performing Troubled Debt Restructurings | | | Performing Non- Restructured | | | Total loans | |
| | (in thousands) | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Agricultural loans | | | | | | | | | | | | | | | | | | | | | | | | |
Farmland | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 14,226 | | | $ | 14,226 | |
Production and other | | | - | | | | 115 | | | | 115 | | | | - | | | | 16,478 | | | | 16,593 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Commercial loans | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate | | | - | | | | - | | | | - | | | | 1,010 | | | | 8,890 | | | | 9,900 | |
Operating and other | | | 548 | | | | 59 | | | | 607 | | | | 53 | | | | 7,744 | | | | 8,404 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other real estate loans | | | | | | | | | | | | | | | | | | | | | | | | |
Construction, land and land development | | | - | | | | - | | | | - | | | | - | | | | 1,009 | | | | 1,009 | |
Residential 1-4 family | | | 57 | | | | - | | | | 57 | | | | 632 | | | | 3,254 | | | | 3,943 | |
Multifamily | | | - | | | | - | | | | - | | | | - | | | | 575 | | | | 575 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Consumer and other loans | | | 1 | | | | - | | | | 1 | | | | - | | | | 1,618 | | | | 1,619 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 606 | | | $ | 174 | | | $ | 780 | | | $ | 1,695 | | | $ | 53,794 | | | $ | 56,269 | |
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
(Unaudited)
| | September 30, 2016 | |
| | Performance Status | | | | | |
| | Nonaccrual | | | Past Due Greater Than 90 Days and Accruing | | | Total Nonperforming Loans | | | Performing Troubled Debt Restructurings | | | Performing Non- Restructured | | | Total loans | |
| | (in thousands) | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Agricultural loans | | | | | | | | | | | | | | | | | | | | | | | | |
Farmland | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 15,587 | | | $ | 15,587 | |
Production and other | | | - | | | | - | | | | - | | | | - | | | | 14,057 | | | | 14,057 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Commercial loans | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate | | | 230 | | | | - | | | | 230 | | | | 1,032 | | | | 8,164 | | | | 9,426 | |
Operating and other | | | 635 | | | | - | | | | 635 | | | | 59 | | | | 7,612 | | | | 8,306 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other real estate loans | | | | | | | | | | | | | | | | | | | | | | | | |
Construction, land and land development | | | - | | | | - | | | | - | | | | - | | | | 1,421 | | | | 1,421 | |
Residential 1-4 family | | | 32 | | | | - | | | | 32 | | | | 644 | | | | 3,532 | | | | 4,208 | |
Multifamily | | | - | | | | - | | | | - | | | | - | | | | 591 | | | | 591 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Consumer and other loans | | | 12 | | | | - | | | | 12 | | | | - | | | | 1,800 | | | | 1,812 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 909 | | | $ | - | | | $ | 909 | | | $ | 1,735 | | | $ | 52,764 | | | $ | 55,408 | |
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
(Unaudited)
The following summarizes the delinquency status of loans:
| | September 30, 2017 | |
| | Past Due Status | | | | | | | | | |
| | 30-89 Days Past Due | | | 90 Days or More Past Due | | | Total Past Due | | | Current | | | Total loans | | | Past Due Greater Than 90 Days and Accruing | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Agricultural loans | | | | | | | | | | | | | | | | | | | | | | | | |
Farmland | | $ | - | | | $ | - | | | $ | - | | | $ | 14,226 | | | $ | 14,226 | | | $ | - | |
Production and other | | | 25 | | | | 115 | | | | 140 | | | | 16,453 | | | | 16,593 | | | | 115 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Commercial loans | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate | | | 67 | | | | - | | | | 67 | | | | 9,833 | | | | 9,900 | | | | - | |
Operating and other | | | - | | | | 580 | | | | 580 | | | | 7,824 | | | | 8,404 | | | | 59 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other real estate loans | | | | | | | | | | | | | | | | | | | | | | | | |
Construction, land and land development | | | - | | | | - | | | | - | | | | 1,009 | | | | 1,009 | | | | - | |
Residential 1-4 family | | | - | | | | 32 | | | | 32 | | | | 3,911 | | | | 3,943 | | | | - | |
Multifamily | | | - | | | | - | | | | - | | | | 575 | | | | 575 | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Consumer and other loans | | | 25 | | | | - | | | | 25 | | | | 1,594 | | | | 1,619 | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 117 | | | $ | 727 | | | $ | 844 | | | $ | 55,425 | | | $ | 56,269 | | | $ | 174 | |
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
(Unaudited)
| | September 30, 2016 | |
| | Past Due Status | | | | | | | | | |
| | 30-89 Days Past Due | | | 90 Days or More Past Due | | | Total Past Due | | | Current | | | Total loans | | | Past Due Greater Than 90 Days and Accruing | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Agricultural loans | | | | | | | | | | | | | | | | | | | | | | | | |
Farmland | | $ | 636 | | | $ | - | | | $ | 636 | | | $ | 14,951 | | | $ | 15,587 | | | $ | - | |
Production and other | | | - | | | | - | | | | - | | | | 14,057 | | | | 14,057 | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Commercial loans | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate | | | 69 | | | | 230 | | | | 299 | | | | 9,127 | | | | 9,426 | | | | - | |
Operating and other | | | - | | | | 604 | | | | 604 | | | | 7,702 | | | | 8,306 | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other real estate loans | | | | | | | | | | | | | | | | | | | | | | | | |
Construction, land and land development | | | 240 | | | | - | | | | 240 | | | | 1,181 | | | | 1,421 | | | | - | |
Residential 1-4 family | | | 44 | | | | 32 | | | | 76 | | | | 4,132 | | | | 4,208 | | | | - | |
Multifamily | | | - | | | | - | | | | - | | | | 591 | | | | 591 | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Consumer and other loans | | | 12 | | | | - | | | | 12 | | | | 1,800 | | | | 1,812 | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 1,001 | | | $ | 866 | | | $ | 1,867 | | | $ | 53,541 | | | $ | 55,408 | | | $ | - | |
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
(Unaudited)
The following summarizes loans by credit rating:
| | September 30, 2017 | |
| | Credit Rating | | | | | |
| | Pass | | | Special Mention | | | Substandard | | | Doubtful | | | Total loans | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | | | | | |
Agricultural loans | | | | | | | | | | | | | | | | | | | | |
Farmland | | $ | 14,226 | | | $ | - | | | $ | - | | | $ | - | | | $ | 14,226 | |
Production and other | | | 16,455 | | | | - | | | | 138 | | | | - | | | | 16,593 | |
| | | | | | | | | | | | | | | | | | | | |
Commercial loans | | | | | | | | | | | | | | | | | | | | |
Real estate | | | 9,076 | | | | - | | | | 824 | | | | - | | | | 9,900 | |
Operating and other | | | 7,807 | | | | - | | | | 597 | | | | - | | | | 8,404 | |
| | | | | | | | | | | | | | | | | | | | |
Other real estate loans | | | | | | | | | | | | | | | | | | | | |
Construction, land and land development | | | 1,009 | | | | - | | | | - | | | | - | | | | 1,009 | |
Residential 1-4 family | | | 3,254 | | | | - | | | | 689 | | | | - | | | | 3,943 | |
Multifamily | | | 575 | | | | - | | | | - | | | | - | | | | 575 | |
| | | | | | | | | | | | | | | | | | | | |
Consumer and other loans | | | 1,615 | | | | - | | | | 4 | | | | - | | | | 1,619 | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 54,017 | | | $ | - | | | $ | 2,252 | | | $ | - | | | $ | 56,269 | |
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
| | September 30, 2016 | |
| | Credit Rating | | | | | |
| | Pass | | | Special Mention | | | Substandard | | | Doubtful | | | Total loans | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | | | | | |
Agricultural loans | | | | | | | | | | | | | | | | | | | | |
Farmland | | $ | 12,811 | | | $ | - | | | $ | 2,776 | | | $ | - | | | $ | 15,587 | |
Production and other | | | 14,007 | | | | - | | | | 50 | | | | - | | | | 14,057 | |
| | | | | | | | | | | | | | | | | | | | |
Commercial loans | | | | | | | | | | | | | | | | | | | | |
Real estate | | | 7,919 | | | | - | | | | 1,507 | | | | - | | | | 9,426 | |
Operating and other | | | 7,403 | | | | 200 | | | | 703 | | | | - | | | | 8,306 | |
| | | | | | | | | | | | | | | | | | | | |
Other real estate loans | | | | | | | | | | | | | | | | | | | | |
Construction, land and land development | | | 1,421 | | | | - | | | | - | | | | - | | | | 1,421 | |
Residential 1-4 family | | | 3,532 | | | | 644 | | | | 32 | | | | - | | | | 4,208 | |
Multifamily | | | 591 | | | | - | | | | - | | | | - | | | | 591 | |
| | | | | | | | | | | | | | | | | | | | |
Consumer and other loans | | | 1,786 | | | | - | | | | 26 | | | | - | | | | 1,812 | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 49,470 | | | $ | 844 | | | $ | 5,094 | | | $ | - | | | $ | 55,408 | |
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
NOTE 4 - DEPOSITS
Information on deposits and related interest expense is as follows:
| | As-of and for the Nine Months Ended September 30, 2017 | | | As-of and for the Nine Months Ended September 30, 2016 | |
| | Balance, end of Period | | | Interest Expense, for the Period | | | Weighted Average Rate, For the Period | | | Balance, end of Period | | | Interest Expense, for the Period | | | Weighted Average Rate, For the Period | |
| | (dollars in thousands) | | | (dollars in thousands) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Noninterest-bearing | | $ | 21,572 | | | $ | - | | | | 0.00% | | | $ | 23,003 | | | $ | - | | | | 0.00% | |
Interest-bearing checking and NOW accounts | | | 10,296 | | | | 6 | | | | 0.08% | | | | 9,183 | | | | 5 | | | | 0.07% | |
Money market accounts | | | 14,299 | | | | 32 | | | | 0.29% | | | | 14,760 | | | | 32 | | | | 0.29% | |
Savings accounts | | | 15,504 | | | | 11 | | | | 0.10% | | | | 13,631 | | | | 11 | | | | 0.10% | |
Time certificates of deposit | | | 18,595 | | | | 64 | | | | 0.45% | | | | 19,923 | | | | 60 | | | | 0.40% | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 80,266 | | | $ | 113 | | | | 0.19% | | | $ | 80,500 | | | $ | 108 | | | | 0.18% | |
At September 30, 2017, there is $20,296,000 in accounts with a balance exceeding $250,000, including $3,699,000 in time certificates of deposit. At September 30, 2017, time certificates of deposit also include $671,000 in reciprocal brokered certificates through the Certificate of Deposit Account Registry Service (CDARS). At September 30, 2016, there is $19,746,000 in accounts with a balance exceeding $250,000, including $3,935,000 in time certificates of deposit. At September 30, 2016, time certificates of deposit also include $1,248,000 in reciprocal brokered certificates through CDARS.
At September 30, 2017, time deposits of $15,445,000 mature within one year and the remainder mature in one through three years.
NOTE 5 –BORROWED FUNDS
Federal Home Loan Bank
The Company is eligible to borrow from the Federal Home Loan Bank of Des Moines on both a short term and long term basis. The amount of credit available is based on discounted amounts of any loans and investment securities pledged as collateral, subject to a maximum amount based on the Company’s asset size. Any outstanding borrowings are also secured by the Company’s Federal Home Loan Bank stock. At September 30, 2017 and 2016, no borrowings are outstanding. At September 30, 2017 the Company is eligible to borrow up to approximately $12,000,000.
Federal Funds
The Company has unsecured federal funds lines at various correspondent banks with a maximum credit limit of $4,300,000 at September 30, 2017. No amounts were outstanding under these lines at September 30, 2017 and 2016. The federal funds lines are uncommitted, and funding requests made by the Company are subject to the lending institutions’ approval and funding availability at the time of request.
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
(Unaudited)
NOTE 6 – SHAREHOLDER EQUITY
Various restrictions limit the extent to which dividends may be paid by the Bank to Twinco. Generally, regulatory approval is required for the Bank to pay dividends in any calendar year that exceed the Bank’s net profit for that year combined with its retained profits for the preceding two years. In addition, dividends paid by the Bank would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements.
The Bank paid dividends to Twinco totaling $1,100,000 and $1,150,000 during the nine months ended September 30, 2017 and 2016, respectively.
NOTE 7 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.
The Company's exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amounts of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
Commitments to extend credit are agreements to lend to a customer as long as there is no breach 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 many of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's credit-worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary, by the Company upon extension of credit is based on management's credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment and real estate.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
The following financial instruments were outstanding whose contract amounts represent risk:
| | September 30, | |
| | 2017 | | | 2016 | |
| | (in thousands) | |
| | | | | | | | |
Commitments to extend credit | | $ | 8,328 | | | $ | 8,157 | |
Standby letters of credit | | | 743 | | | | 290 | |
| | | | | | | | |
| | $ | 9,071 | | | $ | 8,447 | |
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
(Unaudited)
The Company has established an allowance for losses on unfunded credit commitments as losses are estimated to have occurred. During the nine months ended September 30, 2017 and 2016, there was no provision for losses on unfunded credit commitments. At both September 30, 2017 and 2016, the balance of the allowance for losses on unfunded credit commitments was $60,000 and is carried as a component of accrued expenses and other liabilities.
NOTE 8 - REGULATORY MATTERS
Banks and bank holding companies are subject to various regulatory capital requirements administered by state and federal banking agencies. Capital adequacy guidelines, and additionally for banks prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors.
The Basel III Capital Rules became effective for the Bank on January 1, 2015, subject to a phase-in for certain provisions. Quantitative measures established by the Basel III Capital Rules to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the table below) of common equity tier 1 capital, tier 1 capital and total capital (as defined in the regulations) to risk-weighted assets (as defined), and of tier 1 capital to quarterly average assets (as defined).
The Bank’s regulatory capital is comprised of the following: 1) Common equity tier 1 capital – consisting of common stock, related paid-in-capital and retained earnings; 2) Additional tier 1 capital – there are no components of tier 1 capital beyond common equity tier 1 capital; 3) Tier 2 capital - consisting of a permissible portion of the allowance for loan losses; and 4) total capital - the aggregate of all tier 1 and tier 2 capital. In connection with the adoption of the Basel III Capital Rules, the Bank elected to opt-out of the requirement to include most components of accumulated other comprehensive income/loss in common equity tier 1 capital.
When fully phased in on January 1, 2019, the Basel III capital rules will require the Bank to maintain a minimum ratio of common equity tier 1 capital to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is added to the 4.5% common equity tier 1 capital ratio as the buffer is phased in, effectively resulting in a minimum ratio of common equity tier 1 capital to risk-weighted assets of 7.0% upon full phase in). The Bank will also be required to maintain a tier 1 capital to risk-weighted assets ratio of 6.0% (8.5% including the capital conservation buffer), a total capital to risk-weighted assets ratio of 8.0% (10.5% including the capital conservation buffer), and a tier 1 capital to quarterly average assets ratio of 4.0%.
The aforementioned capital conservation buffer phases in at 0.625% annually over a four year period beginning January 1, 2016, and is designed to absorb losses during periods of economic stress. Banking institutions with capital ratios above the base minimums but below the effective minimums (which include the buffer) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall.
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
The following table presents actual and required capital ratios as of September 30, 2017 for the Bank under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of September 30, 2017 based on the phase-in provisions of the Basel III Capital Rules and the minimum required capital levels as of January 1, 2019 when the Basel III Capital rules have been fully phased-in, and include the capital conservation buffer. Capital levels required to be considered well capitalized are based on prompt corrective action regulations, as amended to reflect changes under the Basel III Capital Rules.
| | Actual | | Minimum required for capital adequacy purposes - Basel III phase-in schedule | | Minimum required for capital adequacy purposes - Basel III fully phased-in | | Required to be considered well capitalized |
| | Amount | Ratio | | Amount | Ratio | | Amount | Ratio | | Amount | Ratio |
| | (dollars in thousands) |
| | | | | | | | | | | | |
As of September 30, 2017 | | | | | | | | | | | | |
| | | | | | | | | | | | |
Total capital (to risk weighted assets) | | $ 15,261 | 23.40% | | $ 6,032 | 9.250% | | $ 6,848 | 10.5% | | $ 6,522 | 10.0% |
Tier 1 capital (to risk weighted assets) | | 14,438 | 22.14% | | 4,728 | 7.250% | | 5,543 | 8.5% | | 5,217 | 8.0% |
Common equity tier 1 capital (to risk weighted assets) | | 14,438 | 22.14% | | 3,750 | 5.750% | | 4,565 | 7.0% | | 4,239 | 6.5% |
Tier 1 capital (to average assets) | | 14,438 | 15.56% | | 3,712 | 4.000% | | 3,712 | 4.0% | | 4,640 | 5.0% |
Regulatory authorities can initiate certain mandatory actions if the Bank fails to meet the minimum capital requirements, which could have a direct and material effect on the Company’s financial statements. Management believes, as of September 30, 2017, that the Bank meets all capital adequacy requirements to which it is subject and that the Bank exceeds the minimum levels necessary to be considered “well capitalized.”
Note 9 - Fair Value MEASUREMENTS AND DISCLOSURES
The following is a description of the Company’s valuation methodologies for assets and liabilities recorded at fair value:
Securities Available for Sale –Debt securities are reported at fair value based upon measurements obtained from an independent pricing service. The fair value measurements for debt securities are determined by quoted market prices, if available (Level 1), or consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, market consensus prepayment speeds, credit information and the bonds’ terms and conditions, among other things (Level 2).
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
(Unaudited)
Impaired Loans - The Company does not record loans at fair value on a recurring basis. However, from time to time, valuation allowances are recorded on these loans to reflect (1) the current appraised or market-quoted value of the underlying collateral, or (2) the discounted value of expected cash flows. In some cases, the properties for which market quotes or appraised values have been obtained are located in areas where comparable sales data is limited, outdated, or unavailable. Fair value estimates for impaired loans measured for impairment based upon the value of the collateral are obtained from independent appraisers or other third-party consultants, and for other impaired loans are based on discounted cash flow analyses (Level 3).
Foreclosed Real Estate Held for Sale - The Company does not record foreclosed real estate held for sale at fair value on a recurring basis. Rather, properties are initially recorded at fair value at the time of acquisition, and from time to time valuation allowances are recorded on the properties to reflect any declines in fair value subsequent to acquisition. Valuation allowances may be reversed if property values recover, but increases in value above the amount established at acquisition cannot be recorded. Fair value estimates for foreclosed real estate are obtained from independent appraisers or real estate consultants, depending on the significance of the properties, and are netted against internal estimates of the cost to sell (Level 3). In some cases, the properties for which market quotes or appraised values have been obtained are located in areas where comparable sales data is limited, outdated, or unavailable.
The following table provides the hierarchy and fair value for each major category of assets and liabilities recorded at fair value on a recurring basis:
| | Quoted prices in active markets for identical assets (Level 1) | | | Other observable inputs (Level 2) | | | Significant unobservable inputs (Level 3) | | | Carrying amount | |
| | (in thousands) | |
September 30, 2017 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Securities Available for Sale | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
U.S. Government agency | | $ | - | | | $ | 123 | | | $ | - | | | $ | 123 | |
U.S. agency mortgage-backed | | | - | | | | 25,817 | | | | - | | | | 25,817 | |
State and municipal | | | - | | | | 3,942 | | | | - | | | | 3,942 | |
| | | | | | | | | | | | | | | | |
| | $ | - | | | $ | 29,882 | | | $ | - | | | $ | 29,882 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
September 30, 2016 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Securities Available for Sale | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
U.S. Government agency | | $ | - | | | $ | 670 | | | $ | - | | | $ | 670 | |
U.S. agency mortgage-backed | | | - | | | | 30,017 | | | | - | | | | 30,017 | |
State and municipal | | | - | | | | 3,167 | | | | - | | | | 3,167 | |
| | | | | | | | | | | | | | | | |
| | $ | - | | | $ | 33,854 | | | $ | - | | | $ | 33,854 | |
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
(Unaudited)
During the nine months ended September 30, 2017 and 2016, there were no changes or amounts in Level 3 assets or liabilities recorded at fair value on a recurring basis.
The following table provides the hierarchy and fair value for each major category of assets and liabilities recorded at fair value on a non-recurring basis:
| | Quoted prices in active markets for identical assets (Level 1) | | | Other observable inputs (Level 2) | | | Significant unobservable inputs (Level 3) | | | Carrying amount | |
| | (in thousands) | |
| | | | | | | | | | | | | | | | |
September 30, 2017 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Impaired loans | | $ | - | | | $ | - | | | $ | 2,700 | | | $ | 2,700 | |
| | | | | | | | | | | | | | | | |
Foreclosed real estate held for sale | | | - | | | | - | | | | 135 | | | | 135 | |
| | | | | | | | | | | | | | | | |
September 30, 2016 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Impaired loans | | $ | - | | | $ | - | | | $ | 5,599 | | | $ | 5,599 | |
At September 30, 2017 there are $2,700,000 of impaired loans, none of which have a valuation allowance. At September 30, 2016, impaired loans with a valuation allowance have a gross recorded investment of $801,000 and a related valuation allowance of $77,000, and impaired loans with a gross recorded investment of $4,875,000 have no valuation allowance.
At September 30, 2017, foreclosed real estate initially recorded at $145,000 has a $10,000 valuation allowance. There is no foreclosed real estate at September 30, 2016.
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
The following presents the estimated fair value and carrying amount of the Company’s financial instruments:
| | September 30, 2017 | |
| | Quoted prices in active markets for identical assets (Level 1) | | | Other observable inputs (Level 2) | | | Significant unobservable inputs (Level 3) | | | Total Fair Value | | | Carrying amount | |
| | (in thousands) | |
Financial Assets | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 6,844 | | | $ | - | | | $ | - | | | $ | 6,844 | | | $ | 6,844 | |
Certificates of deposit in banks | | | - | | | | 250 | | | | - | | | | 250 | | | | 250 | |
Investment securities available for sale | | | - | | | | 29,882 | | | | - | | | | 29,882 | | | | 29,882 | |
Nonmarketable equity securities | | | 111 | | | | - | | | | - | | | | 111 | | | | 111 | |
Loans, net of allowance for loan losses | | | - | | | | - | | | | 57,143 | | | | 57,143 | | | | 54,884 | |
Accrued interest receivable | | | 1,091 | | | | - | | | | - | | | | 1,091 | | | | 1,091 | |
Cash surrender value of life insurance | | | 180 | | | | - | | | | - | | | | 180 | | | | 180 | |
| | | | | | | | | | | | | | | | | | | | |
Financial Assets | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Noninterest-bearing deposits | | | 21,572 | | | | - | | | | - | | | | 21,572 | | | | 21,572 | |
Interest-bearing deposits (non-maturity) | | | 40,099 | | | | - | | | | - | | | | 40,099 | | | | 40,099 | |
Interest-bearing deposits (time deposits) | | | - | | | | - | | | | 18,477 | | | | 18,477 | | | | 18,595 | |
Accrued interest payable | | | 17 | | | | - | | | | - | | | | 17 | | | | 17 | |
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
(Unaudited)
| | September 30, 2016 | |
| | Quoted prices in active markets for identical assets (Level 1) | | | Other observable inputs (Level 2) | | | Significant unobservable inputs (Level 3) | | | Total Fair Value | | | Carrying amount | |
| | (in thousands) | |
Financial Assets | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 4,228 | | | $ | - | | | $ | - | | | $ | 4,228 | | | $ | 4,228 | |
Certificates of deposit in banks | | | - | | | | 250 | | | | - | | | | 250 | | | | 250 | |
Investment securities available for sale | | | - | | | | 33,854 | | | | - | | | | 33,854 | | | | 33,854 | |
Nonmarketable equity securities | | | 141 | | | | - | | | | - | | | | 141 | | | | 141 | |
Loans, net of allowance for loan losses | | | - | | | | - | | | | 57,476 | | | | 57,476 | | | | 53,968 | |
Accrued interest receivable | | | 1,020 | | | | - | | | | - | | | | 1,020 | | | | 1,020 | |
Cash surrender value of life insurance | | | 172 | | | | - | | | | - | | | | 172 | | | | 172 | |
| | | | | | | | | | | | | | | | | | | | |
Financial Assets | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Noninterest-bearing deposits | | | 23,003 | | | | - | | | | - | | | | 23,003 | | | | 23,003 | |
Interest-bearing deposits (non-maturity) | | | 37,574 | | | | - | | | | - | | | | 37,574 | | | | 37,574 | |
Interest-bearing deposits (time deposits) | | | | | | | - | | | | 19,939 | | | | 19,939 | | | | 19,923 | |
Accrued interest payable | | | 18 | | | | - | | | | - | | | | 18 | | | | 18 | |
The following summary presents the methodologies and assumptions used to estimate the fair value of the Company’s financial instruments. The Company operates as a going concern and, except for investment securities available for sale, no active market exists for its financial instruments. Much of the information used to determine the fair value is highly subjective and judgmental in nature and, therefore, the results may not be precise. The subjective factors include, among other things, estimates of cash flows, risk characteristics, credit quality and interest rates, all of which are subject to change. Since the fair value is estimated as of the balance sheet date, the amounts that will actually be realized or paid upon settlement or maturity of the various financial instruments could be significantly different.
Cash and Cash Equivalents, Accrued Interest Receivable, Accrued Interest Payable
Fair value approximates the carrying amount as these are assets held for the short term, or liabilities payable in the short term, which would be realized or paid at their carrying amount.
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
(Unaudited)
Certificates of Deposit in Banks
Fair value approximates fair value based on the short term nature and minimal balance of these instruments.
Investment Securities Available For Sale
Fair value is provided by a third-party investment accounting provider and considers observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, market consensus prepayment speeds, credit information and the bonds’ terms and conditions, among other things.
Nonmarketable Equity Securities
Fair value approximates carrying amount based on the securities’ redemption provisions.
Loans, Net
For fixed rate loans, fair value is estimated by discounting contractual future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining securities. For variable rate loans, fair value is estimated to be carrying amount due to the re-pricing provisions. Loans are presented net of the allowance for loan losses.
Cash Surrender Value of Life Insurance
Fair value approximates carrying amount based as the policies are carried at their redemption value.
Deposits
Fair value for noninterest-bearing accounts and interest-bearing accounts with no stated maturity approximates carrying amount as these deposits are payable on demand and can be re-priced at any time. Fair value of interest-bearing time deposits is estimated by discounting future contractual cash flows using interest rates currently offered for time deposits of similar remaining maturities.
Off-Balance-Sheet Instruments
Fair value for off-balance-sheet instruments such as unfunded loan commitments and letters of credit is not estimated because of the difficulty in assessing the likelihood and timing of advances, and management believes that it is not feasible or practical to fairly and accurately disclose a fair value for these instruments.
TwinCo, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017 and 2016
(Unaudited)
NOTE 10– SALE OF COMPANY
In September 2017, the Company entered into a definitive agreement to be acquired by, and merged with and into, Eagle Bancorp Montana, Inc. through the shareholders’ exchange of all the Company’s common stock for cash and stock of Eagle (NASDAQ: EBMT). The transaction is subject to regulatory approval, shareholder approval and customary closing conditions, and is expected to close in the first quarter of 2018.
34