Exhibit 99.2
First Market Bank, F.S.B. and Subsidiaries
Condensed Consolidated Balance Sheets
September 30 2009 |
September 30 2008 |
|||||||
(Unaudited) | (Unaudited) | |||||||
Assets |
||||||||
Cash and due from banks |
$ | 21,802,485 | $ | 34,001,634 | ||||
Interest-bearing deposits in other banks |
103,754,817 | 840,666 | ||||||
Cash and cash equivalents |
125,557,302 | 34,842,300 | ||||||
Securities available-for-sale, at fair value |
205,642,494 | 138,503,168 | ||||||
Securities held-to-maturity |
21,248,378 | 36,216,798 | ||||||
Federal Home Loan Bank stock, at cost |
6,578,500 | 8,375,700 | ||||||
Loans, net of deferred loan fees |
1,028,479,254 | 1,067,778,667 | ||||||
Allowance for loan losses |
(14,986,454 | ) | (13,297,296 | ) | ||||
Net loans |
1,013,492,800 | 1,054,481,371 | ||||||
Premises and equipment, net |
22,730,830 | 22,976,077 | ||||||
Accrued interest receivable |
4,158,223 | 4,633,771 | ||||||
Deferred tax asset, net |
5,729,024 | 6,389,034 | ||||||
Bank-owned life insurance |
15,309,499 | 14,543,666 | ||||||
Other assets |
9,660,720 | 8,865,584 | ||||||
Total assets |
$ | 1,430,107,770 | $ | 1,329,827,469 | ||||
Liabilities And Stockholders Equity |
||||||||
Liabilities: |
||||||||
Deposits: |
||||||||
Demand deposits: |
||||||||
Noninterest-bearing |
$ | 181,667,798 | $ | 168,195,807 | ||||
Interest-bearing |
398,582,780 | 374,095,270 | ||||||
Savings |
34,357,365 | 34,736,151 | ||||||
Time deposits : |
||||||||
Less than $100,000 |
313,793,766 | 313,188,669 | ||||||
Greater than or equal to $100,000 |
244,915,280 | 159,925,968 | ||||||
Total deposits |
1,173,316,989 | 1,050,141,865 | ||||||
Short-term borrowed funds |
106,144,768 | 110,796,234 | ||||||
Long-term debt |
17,500,000 | 77,500,000 | ||||||
Accrued interest payable |
1,274,448 | 1,594,036 | ||||||
Accrued expenses and other liabilities |
3,991,516 | 1,315,477 | ||||||
Total liabilities |
1,302,227,721 | 1,241,347,612 | ||||||
Commitments and contingencies (Note 6) |
||||||||
Stockholders equity: |
||||||||
Preferred stock, Series A 9% Non-Cumulative, $100,000 par value; 100 shares authorized and issued |
10,000,000 | 10,000,000 | ||||||
Preferred stock, Series B Non-Cumulative Perpetual, $10 par value; $1,000 liquidation value, 33,900 shares authorized and issued |
339,000 | | ||||||
Preferred stock, Series C Non-Cumulative Perpetual, $.01 par value; 1,695 shares authorized and issued |
17 | | ||||||
Common stock, $0.01 par value; 1,068.262 shares authorized and issued |
11 | 11 | ||||||
Additional paid-in capital |
57,988,220 | 22,732,237 | ||||||
Retained earnings |
57,964,505 | 57,111,240 | ||||||
Discount on preferred stock, Series B |
(1,765,516 | ) | | |||||
Premium on preferred stock, Series C |
260,917 | | ||||||
Accumulated other comprehensive income (loss) |
3,092,895 | (1,363,631 | ) | |||||
Total stockholders equity |
127,880,049 | 88,479,857 | ||||||
Total liabilities and stockholders equity |
$ | 1,430,107,770 | $ | 1,329,827,469 | ||||
See accompanying notes to condensed consolidated financial statements.
1
First Market Bank, F.S.B. and Subsidiaries
Condensed Consolidated Statements Of Income
(Unaudited)
Three Months Ended September 30 |
Nine Months Ended September 30 |
|||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||
Interest and dividend income: |
||||||||||||||
Interest and fees on loans |
$ | 14,335,628 | $ | 16,267,773 | $ | 42,803,479 | $ | 48,942,171 | ||||||
Interest and dividends on investment securities: |
||||||||||||||
U.S. Government agencies and corporations |
2,348,279 | 2,108,876 | 6,524,679 | 6,170,390 | ||||||||||
State and municipal securities |
111,611 | 41,874 | 253,552 | 123,696 | ||||||||||
Other securities |
9,609 | 7,356 | 24,739 | 145,080 | ||||||||||
Interest-bearing deposits in other banks |
87,283 | 4,766 | 165,980 | 38,991 | ||||||||||
Total interest and dividend income |
16,892,410 | 18,430,645 | 49,772,429 | 55,420,328 | ||||||||||
Interest expense: |
||||||||||||||
Deposits |
4,676,298 | 6,368,881 | 15,156,220 | 19,904,239 | ||||||||||
Short-term borrowed funds |
307,911 | 696,663 | 459,097 | 2,334,158 | ||||||||||
Long-term debt |
559,303 | 883,780 | 2,163,655 | 2,704,122 | ||||||||||
Total interest expense |
5,543,512 | 7,949,324 | 17,778,972 | 24,942,519 | ||||||||||
Net interest income |
11,348,898 | 10,481,321 | 31,993,457 | 30,477,809 | ||||||||||
Provision for loan losses |
2,000,000 | 905,000 | 4,420,000 | 3,105,000 | ||||||||||
Net interest income after provision for loan losses |
9,348,898 | 9,576,321 | 27,573,457 | 27,372,809 | ||||||||||
Noninterest income: |
||||||||||||||
Service charges on deposit accounts |
2,062,171 | 1,965,921 | 6,002,054 | 5,709,305 | ||||||||||
Gain on sale of securities |
66 | 53 | 839 | 83,557 | ||||||||||
Other-than-temporary impairment of securities |
| (4,429,260 | ) | | (4,429,260 | ) | ||||||||
Other |
1,029,353 | 988,670 | 3,081,114 | 3,077,082 | ||||||||||
Total noninterest income |
3,091,590 | (1,474,616 | ) | 9,084,007 | 4,440,684 | |||||||||
Noninterest expense: |
||||||||||||||
Personnel |
5,143,260 | 5,353,859 | 16,531,931 | 16,155,186 | ||||||||||
Occupancy |
1,241,637 | 1,176,728 | 3,725,877 | 3,481,407 | ||||||||||
Equipment |
573,492 | 537,719 | 1,721,667 | 1,577,840 | ||||||||||
Marketing and advertising |
235,383 | 314,812 | 718,570 | 992,075 | ||||||||||
Data processing |
1,094,279 | 1,147,102 | 3,254,306 | 3,464,423 | ||||||||||
Telecommunications |
139,969 | 157,319 | 445,158 | 471,254 | ||||||||||
Legal and professional fees |
256,422 | 282,417 | 853,009 | 791,943 | ||||||||||
Printing and office supplies |
107,401 | 140,340 | 375,537 | 425,517 | ||||||||||
General and administrative |
1,678,944 | 1,197,020 | 5,157,078 | 3,257,690 | ||||||||||
Total noninterest expense |
10,470,787 | 10,307,316 | 32,783,133 | 30,617,335 | ||||||||||
Income (loss) before income taxes |
1,969,701 | (2,205,611 | ) | 3,874,331 | 1,196,158 | |||||||||
Income tax expense (benefit) |
787,045 | (929,435 | ) | 1,208,297 | 215,421 | |||||||||
Net income (loss) |
$ | 1,182,656 | $ | (1,276,176 | ) | $ | 2,666,034 | $ | 980,737 | |||||
See accompanying notes to condensed consolidated financial statements.
2
First Market Bank, F.S.B. and Subsidiaries
Consolidated Statements Of Cash Flows
Nine Months Ended September 30, 2009 and 2008
2009 | 2008 | |||||||
Cash Flows From Operating Activities: |
||||||||
Net income |
$ | 2,666,034 | $ | 980,737 | ||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||
Depreciation, amortization, and accretion, net |
2,607,536 | 2,105,948 | ||||||
Provision for loan losses |
4,420,000 | 3,105,000 | ||||||
Realized gain on sales/calls of investment securities |
(839 | ) | (83,557 | ) | ||||
Loss on write-down of other-than-temporary impairment of securities |
| 4,429,260 | ||||||
Increase in bank-owned life insurance |
(392,825 | ) | (417,723 | ) | ||||
Changes in operating assets and liabilities: |
||||||||
Accrued interest receivable |
(55,009 | ) | 547,099 | |||||
Other assets |
(510,162 | ) | (614,912 | ) | ||||
Accrued interest payable |
(291,947 | ) | (341,314 | ) | ||||
Other liabilities |
799,307 | (3,565,299 | ) | |||||
Net cash provided by operating activities |
9,242,095 | 6,145,239 | ||||||
Cash Flows From Investing Activities: |
||||||||
Net decrease (increase) in loans |
12,263,597 | (99,260,862 | ) | |||||
Proceeds from maturities and issuer calls of securities held-to-maturity |
5,853,527 | 26,673,128 | ||||||
Proceeds from maturities and issuer calls of securities available-for-sale |
33,780,544 | 60,317,123 | ||||||
Purchases of securities available-for-sale |
(89,272,091 | ) | (53,310,403 | ) | ||||
Purchases of premises and equipment |
(696,815 | ) | (6,229,347 | ) | ||||
Purchases of Federal Home Loan Bank stock |
(65,000 | ) | (967,400 | ) | ||||
Net cash used in investing activities |
(38,136,238 | ) | (72,777,761 | ) | ||||
Cash Flows From Financing Activities: |
||||||||
Net increase in deposits |
98,251,841 | 76,054,132 | ||||||
Net decrease in short-term borrowed funds |
(7,117,947 | ) | (13,519,550 | ) | ||||
Proceeds from issuance of common stock |
| 6,000,000 | ||||||
Proceeds from issuance of preferred stock |
34,090,401 | | ||||||
Cash dividends paid on preferred stock |
(1,644,964 | ) | (675,000 | ) | ||||
Net cash provided by financing activities |
123,579,331 | 67,859,582 | ||||||
Net increase in cash and cash equivalents |
94,685,188 | 1,227,060 | ||||||
Cash and cash equivalents at beginning of period |
30,872,114 | 33,615,240 | ||||||
Cash and cash equivalents at end of period |
$ | 125,557,302 | $ | 34,842,300 | ||||
Supplemental Disclosure of Cash Flow Information |
||||||||
Interest paid |
$ | 12,397,846 | $ | 32,764,121 | ||||
Income taxes paid |
$ | 1,275,000 | $ | 3,250,000 | ||||
Transfer of loans to repossessed assets |
$ | 877,514 | $ | | ||||
See accompanying notes to condensed consolidated financial statements.
3
First Market Bank, F.S.B.
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2009
Note 1. Accounting Policies
The consolidated financial statements include the accounts of First Market Bank, F.S.B. and its subsidiaries (FMB). Significant inter-company accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and follow general practice within the banking industry. Accordingly, the unaudited condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of the interim periods presented have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year.
These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in FMBs 2008 Audited Financial Statements. If needed, certain previously reported amounts have been reclassified to conform to current period presentation.
Note 2. Recent Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board (FASB) issued ASC 105 which established the Accounting Standards Codification (Codification) as the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. Accordingly, the Company adopted the provisions of ASC 105 in the third quarter 2009. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. The Company does not expect the adoption of the provisions of ASC 105 to have a material effect on the Companys financial condition and results of operations.
Also in June 2009, the FASB issued ASC 860 (formerly SFAS No. 166), Transfers and Servicing. This statement removes the concept of a qualifying special-purpose entity and eliminates the exception for qualifying special-purpose entities from consolidation guidance. In addition, it establishes specific conditions for reporting a transfer of a portion of a financial asset as a sale. If the transfer does not meet established sale conditions, sale accounting can be achieved only if the transferor transfers an entire financial asset or a group of entire financial assets and surrenders control over the entire transferred asset(s). ASC 860 is effective for fiscal years beginning after November 15, 2009. Accordingly, the Company will adopt the provisions of SFAS 166 in the first quarter 2010. The Company does not expect the adoption of ASC 860 to have a material effect on the Companys financial condition and results of operations.
In May 2009, the FASB issued ASC 855 (formerly SFAS No. 165), Subsequent Events. This statement sets forth the circumstances under which an entity should recognize events occurring after the balance sheet date and the disclosures that should be made. Also, this statement requires disclosure of the date through which the entity has evaluated subsequent events (for public companies, and other companies that expect to widely distribute their financial statements, this date is the date of financial statement issuance, and for nonpublic companies, the date the financial statements are available to be issued). The effective date is for interim and annual periods ending after June 15, 2009. The Company adopted ASC 855 during the second quarter of 2009 and the adoption did not have a material effect on the Companys financial condition and results of operations.
4
Note 3. Investment Securities
The amortized cost and fair value of securities, with gross unrealized gains and losses, follows:
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value | ||||||||||
Securities held-to-maturity: |
|||||||||||||
September 30,2009: |
|||||||||||||
U.S. Government agencies and corporations |
$ | 4,995,581 | $ | 345,070 | $ | | $ | 5,340,651 | |||||
Mortgage-backed securities |
11,969,658 | 494,153 | | 12,463,811 | |||||||||
State and municipal securities |
3,254,236 | 210,838 | | 3,465,074 | |||||||||
Corporate debt securities |
1,028,903 | | (63,903 | ) | 965,000 | ||||||||
$ | 21,248,378 | $ | 1,050,061 | $ | (63,903 | ) | $ | 22,234,536 | |||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value | ||||||||||
Securities available-for-sale: |
|||||||||||||
September 30,2009: |
|||||||||||||
U.S. Government agencies and corporations |
$ | 7,777,073 | $ | 691,085 | $ | | $ | 8,468,158 | |||||
Mortgage-backed securities |
185,248,867 | 5,394,039 | (973,348 | ) | 189,669,558 | ||||||||
State and municipal securities |
6,958,167 | 400,157 | | 7,358,324 | |||||||||
Corporate debt securities |
416,192 | | (269,738 | ) | 146,454 | ||||||||
$ | 200,400,299 | $ | 6,485,281 | $ | (1,243,086 | ) | $ | 205,642,494 | |||||
At September 30, 2009, securities with a carrying amount of $89,083,481 were pledged to secure public deposits, repurchase agreements, and for other purposes required or permitted by law.
The amortized cost and fair value of investment securities by contractual maturity at September 30, 2009 follows:
Securities Held-to-Maturity | Securities Available-for-Sale | |||||||||||
Amortized Cost |
Fair Value |
Amortized Cost |
Fair Value | |||||||||
Within 1 year |
$ | | $ | | $ | | $ | | ||||
Over 1 year through 5 years |
4,995,581 | 5,340,650 | | | ||||||||
After 5 years through 10 years |
| | 6,620,088 | 7,178,859 | ||||||||
Over 10 years |
4,283,139 | 4,430,074 | 8,531,344 | 8,794,077 | ||||||||
Mortgage-backed securities |
11,969,658 | 12,463,811 | 185,248,867 | 189,669,558 | ||||||||
$ | 21,248,378 | $ | 22,234,536 | $ | 200,400,299 | $ | 205,642,494 | |||||
5
Information pertaining to securities with gross unrealized losses at September 30, 2009, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:
September 30, 2009 Continuous Unrealized Losses Existing for: |
|||||||||||||||||||||
Fair Value | Less than 12 Months |
Fair Value | More than 12 Months |
Fair Value | Total Unrealized Losses |
||||||||||||||||
Securities held-to-maturity: |
|||||||||||||||||||||
State and municipal securities |
$ | | $ | | $ | | $ | | $ | | $ | | |||||||||
Corporate debt securities |
| | 965,000 | (63,903 | ) | 965,000 | (63,903 | ) | |||||||||||||
$ | | $ | | $ | 965,000 | $ | (63,903 | ) | $ | 965,000 | $ | (63,903 | ) | ||||||||
Securities available-for-sale: |
|||||||||||||||||||||
U.S. Government agencies and corporations |
$ | | $ | | $ | | $ | | $ | | $ | | |||||||||
Mortgage-backed securities |
2,331,672 | (46,785 | ) | 10,983,936 | (926,564 | ) | 13,315,607 | (973,349 | ) | ||||||||||||
Corporate debt securities |
| | 146,454 | (269,738 | ) | 146,454 | (269,738 | ) | |||||||||||||
$ | 2,331,672 | $ | (46,785 | ) | $ | 11,130,389 | $ | (1,196,302 | ) | $ | 13,462,061 | $ | (1,243,087 | ) | |||||||
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the following primary relevant factors (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) the continued ability of the issuer to maintain payment of the coupon or dividend, (4) adverse market, or other significant factors, and (5) the intent and ability of the Bank to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
At September 30, 2009, there were $12,095,389 of individual securities that had been in a continuous loss position for more than 12 months. Additionally, these securities had an unrealized loss of $1,260,205 and primarily consisted of mortgage-backed securities. In the second quarter of 2009, the Company adopted ASC 320-10-65 Transition Related to FAS 115-2 and FAS 124-2 Recognition and Presentation of Other-Than-Temporary Impairments (FSP FAS 115-2 and FAS 124-2) that amended other-than-temporary impairment (OTTI) guidance for debt securities regarding recognition and disclosure. The major change in the guidance was that an impairment is other-than-temporary if any of the following conditions exist: the entity intends to sell the security, it is more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis; or the entity does not expect to recover the securitys entire amortized cost basis (even if the entity does not intend to sell). If a credit loss exists, but an entity does not intend to sell the impaired debt security and is not more likely than not to be required to sell before recovery, the impairment is other-than-temporary and should be separated into a credit portion to be recognized in earnings and the remaining amount relating to all other factors recognized as other comprehensive loss. As of September 30, 2009, we have not recognized OTTI on any debt securities. Our adoption of FSP No. 115-2 and FAS 124-2 did not have a material impact on our financial condition or results of operations.
Note 4. Loans
A summary of the balances of loans at September 30 follows:
2009 | 2008 | |||||||
Commercial |
$ | 132,177,907 | $ | 136,927,682 | ||||
Construction |
546,130,641 | 547,520,098 | ||||||
Consumer |
349,322,966 | 382,177,928 | ||||||
1,027,631,514 | 1,066,625,708 | |||||||
Deferred loan fees and costs |
847,740 | 1,152,959 | ||||||
Allowance for loan losses |
(14,986,454 | ) | (13,297,296 | ) | ||||
Net loans |
$ | 1,013,492,800 | $ | 1,054,481,371 | ||||
6
An analysis of allowance for loan losses at September 30 follows:
2009 | 2008 | |||||||
Balance at beginning of year |
$ | 13,525,893 | $ | 11,595,844 | ||||
Provision for loan losses |
4,420,000 | 3,105,000 | ||||||
Recoveries of amounts previously charged off |
859,166 | 308,047 | ||||||
Amounts charged off |
(3,818,605 | ) | (1,711,595 | ) | ||||
Balance at end of quarter |
$ | 14,986,454 | $ | 13,297,296 | ||||
The following is a summary of information pertaining to impaired and nonaccrual loans at September 30:
2009 | 2008 | |||||
Impaired loans without a valuation allowance |
$ | 3,044,860 | $ | 1,332,334 | ||
Impaired loans with a valuation allowance |
7,275,246 | | ||||
Total impaired loans |
$ | 10,320,106 | $ | 1,332,334 | ||
Valuation allowance related to impaired loans |
$ | 1,593,775 | $ | | ||
Total nonaccrual loans |
$ | 19,304,491 | $ | 3,900,992 | ||
Total loans past due ninety days or more and still accruing |
$ | 2,600,166 | $ | | ||
2009 | 2008 | |||||
Average investment in impaired loans |
$ | 6,637,669 | $ | 866,986 | ||
Interest income recognized on impaired loans |
$ | 36,389 | $ | | ||
Interest income recognized on a cash basis on impaired loans |
$ | 17,175 | $ | | ||
Note 5. Minimum Regulatory Capital Requirements
Capital resources represent one of the fundamental sources of funds which financial institutions leverage to maximize return to shareholders. FMBs capital is reviewed by management on an ongoing basis with reference to the size, composition, and quality of the Banks resources and consistency with regulatory requirements and industry standards. Management seeks to maintain FMBs capital structure in a manner that will both assure an adequate level of capital is available to support anticipated asset growth and to absorb potential losses.
The Office of Thrift Supervision, FMBs primary regulator, along with the Federal Reserve and other bank regulatory agencies, has adopted capital guidelines to supplement the existing definitions of capital for regulatory purposes and to establish minimum capital standards. Specifically, the guidelines categorize assets and off-balance sheet items into four risk-weighted categories. The minimum ratio of qualifying total assets is 8.0%, of which 4.0% must be Tier 1 capital, consisting of common equity, retained earnings and a limited amount of perpetual preferred stock, less certain intangible items. FMB had a ratio of total capital to risk-weighted assets of 14.01% and 10.67% on September 30, 2009 and 2008, respectively. The Banks ratio of Tier 1 capital to risk-weighted assets was 11.23% and 7.95% at September 30, 2009 and 2008, respectively, allowing the Bank to meet the definition of well-capitalized for regulatory purposes. Both of these ratios exceeded the minimum requirements of well-capitalized as established by the regulatory agencies.
In February, 2009, FMB issued 33,900 shares of its Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B (Preferred Stock) having a liquidation preference of $1,000 per share, and 1,695 shares of its Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C (Warrant Preferred), for a total price of $33.9 million. The issuance was made pursuant to the United States Department of the Treasurys Capital Purchase Program under the Troubled Asset Relief Program. The Preferred Stock pays a non-cumulative dividend at a rate of 5% per year during the first five years and thereafter at 9% per year. The Warrant Preferred pays a non-cumulative dividend at a rate of 9% per year. The transaction closed on February 6, 2009.
7
The following summarizes the Companys regulatory capital and related ratios over the periods ended September 30:
2009 | 2008 | |||||||
Tier I capital |
$ | 124,847,664 | $ | 89,843,613 | ||||
Total capital |
155,740,343 | 120,640,909 | ||||||
Risk-weighted assets |
1,111,695,382 | 1,130,543,602 | ||||||
Adjusted total assets |
1,427,881,665 | 1,334,503,181 | ||||||
Risk-based capital ratios: |
||||||||
Tier I capital to risk-weighted assets: |
||||||||
Actual |
11.23 | % | 7.95 | % | ||||
Regulatory minimum |
4.00 | 4.00 | ||||||
Well capitalized under prompt corrective action provisions |
6.00 | 6.00 | ||||||
Total capital to risk-weighted assets: |
||||||||
Actual |
14.01 | % | 10.67 | % | ||||
Regulatory minimum |
8.00 | 8.00 | ||||||
Well capitalized under prompt corrective action provisions |
10.00 | 10.00 | ||||||
Tier 1 capital to adjusted total assets: |
||||||||
Actual |
8.74 | % | 6.73 | % | ||||
Regulatory minimum |
4.00 | 4.00 | ||||||
Well capitalized under prompt corrective action provisions |
5.00 | 5.00 |
Note 6. Commitments and Contingencies
Commitments to extend credit are agreements to lend to customers as long as there are no violations of any conditions established in the contracts. Commitments generally have fixed expiration dates or other termination clauses and may require payments of fees. Because many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customers creditworthiness on a case-by-case basis. At September 30, 2009 and 2008, the Company had outstanding loan commitments of $306,626,421 and $324,494,613, respectively.
Letters of credit written are conditional commitments issued by the Company to guarantee the performance of customers to third parties. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The amount of standby letters of credit whose contract amounts represent credit risk totaled $19,811,989 and $20,146,672 at September 30, 2009 and 2008, respectively.
Note 7. Fair Value Measurements
The Company adopted ASC 820 (formerly SFAS No. 157), Fair Value Measurements and Disclosures (ASC 820), on January 1, 2008 to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. This statement clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants.
ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Companys market assumptions. The three levels of the fair value hierarchy under ASC 820 based on these two types of inputs are as follows:
Level 1: | Valuation is based on quoted prices in active markets for identical assets and liabilities. |
8
Level 2: | Valuation is based on observable inputs including quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar instruments in less active markets, and model-based valuation techniques and appraisals for which significant assumptions can be derived from or corroborated by observable data in the market. | |
Level 3: | Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market. |
The following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy:
Securities
Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities generally include exchange traded equities and preferred stocks, and highly liquid U.S. Treasury securities. Level 2 securities generally include U.S. agency securities, mortgage-backed securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. If quoted market prices are not available, then fair values are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow analysis. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities may be classified within Level 3 of the valuation hierarchy. At September 30 2009, all of FMBs securities are considered to be within Level 1 or Level 2 of the valuation hierarchy.
Fair Value on a Recurring Basis
The table below sets forth the balances of any assets or liabilities measured at fair value on a recurring basis as of September 30, 2009:
Total | Level 1 | Level 2 | Level 3 | |||||||||
Available-for-sale securities |
$ | 205,642,494 | $ | 259,627 | $ | 205,382,867 | $ | | ||||
$ | 205,642,494 | $ | 259,627 | $ | 205,382,867 | $ | | |||||
Fair Value on a Nonrecurring Basis
Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, assets whose fair value was recognized to be below cost at the end of the period).
The following describes the valuation techniques used by FMB to measure certain financial assets recorded at fair value on a nonrecurring basis in the financial statements.
Impaired Loans
Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral. Fair value is measured based on the value of the collateral securing the loans, which may be in the form of real estate, marketable securities or other assets. The majority of FMBs collateral with respect to
9
impaired loans at September 30, 2009 is real estate. When the fair value of the collateral is based on an observable market price or a current appraised value, the impaired loan is recorded as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the impaired loan is recorded as nonrecurring Level 3.
The table below sets forth the balances of any assets or liabilities measured at fair value on a nonrecurring basis as of September 30, 2009:
Total | Level 1 | Level 2 | Level 3 | |||||||||
Impaired loans |
$ | 10,320,106 | $ | | $ | 10,320,106 | $ | | ||||
$ | 10,320,106 | $ | | $ | 10,320,106 | $ | | |||||
ASC 825 (formerly FSP FAS 107-1 and APB 28-1), Financial Instruments, is effective for interim periods ending after June 15, 2009. This statement requires disclosure about fair value of financial instruments for interim periods and excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.
Cash and cash equivalents: The carrying amounts of cash and short-term instruments approximate their fair values.
Securities: For fair value methodologies used see discussion above.
Loans receivable: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for nonperforming loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.
Deposits: The fair values disclosed for demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date (i.e., their carrying amounts). The fair values of fixed-maturity certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.
Short-term borrowed funds: The carrying amount of short-term borrowings approximate their fair values.
Long-term debt: The fair value of long-term debt is estimated based on interest rates currently available for debt with similar terms and remaining maturities.
Accrued interest: The carrying amounts of accrued interest approximate fair value.
Off-balance-sheet credit-related instruments: Fair values for FMBs off-balance-sheet credit-related instruments statement (loan commitments) are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties credit standings. The fair value for such commitments is nominal.
10
The period-end estimated fair values of financial instruments were as follows:
September 30, 2009 | ||||||
Carrying Amount |
Fair Value | |||||
Financial assets: |
||||||
Cash and cash equivalents |
$ | 125,557,302 | $ | 125,557,302 | ||
Securities |
226,890,872 | 227,877,030 | ||||
Federal Home Loan Bank stock |
6,578,500 | 6,578,500 | ||||
Loans receivable, net |
1,013,492,800 | 1,012,327,950 | ||||
Accrued interest receivable |
4,158,223 | 4,158,223 | ||||
Financial liabilities: |
||||||
Deposits |
1,173,316,989 | 1,181,268,602 | ||||
Short-term borrowed funds |
106,144,768 | 107,902,890 | ||||
Long-term debt |
17,500,000 | 17,542,010 | ||||
Accrued interest payable |
1,274,448 | 1,274,448 |
Note 8. Subsequent Events
We have evaluated whether any subsequent events that require recognition or disclosure in the accompanying financial statements and notes thereto have taken place through the date these financial statements were issued April 19, 2010 and we have determined that there are no such subsequent events to report.
11