Attached files
file | filename |
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EX-99.3 - EXHIBIT 99.3 - SELECT BANCORP, INC. | tv481797_ex99-3.htm |
EX-23.1 - EXHIBIT 23.1 - SELECT BANCORP, INC. | tv481797_ex23-1.htm |
8-K - FORM 8-K - SELECT BANCORP, INC. | tv481797_8k.htm |
Exhibit 99.2
Page | |
Financial Statements (unaudited) | |
Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 | 2 |
Consolidated Statements of Income for the nine months ended September 30, 2017 and 2016 | 3 |
Consolidated Statements of Income for the three months ended September 30, 2017 and 2016 | 4 |
Consolidated Statements of Comprehensive Income for the nine months ended September 30, 2017 and 2016 | 5 |
Consolidated Statements of Comprehensive Income for the three months ended September 30, 2017 and 2016 | 6 |
Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 | 7 |
Notes to Consolidated Financial Statements | 9 |
Premara Financial, Inc. and Subsidiary
Consolidated Balance Sheets
As of September 30, 2017 and December 31, 2016
September 30, 2017 | December 31, 2016 | |||||||
Assets: | (Unaudited) | (Audited) | ||||||
Cash and cash equivalents: | ||||||||
Cash and due from banks | $ | 3,154,147 | $ | 3,222,428 | ||||
Interest-bearing bank deposits | 22,079,906 | 5,792,212 | ||||||
Total cash and cash equivalents | 25,234,053 | 9,014,640 | ||||||
Time deposits with financial institutions | 500,000 | 500,000 | ||||||
Securities available-for-sale | 32,940,378 | 31,460,193 | ||||||
Securities held-to-maturity | 1,250,000 | 1,250,000 | ||||||
Nonmarketable equity securities | 1,893,011 | 1,744,493 | ||||||
Loans | 204,346,798 | 200,782,266 | ||||||
Allowance for loan and lease losses | (2,341,171 | ) | (2,138,155 | ) | ||||
Loans, net | 202,005,627 | 198,644,111 | ||||||
Premises and equipment, net | 1,068,191 | 1,255,529 | ||||||
Deferred tax asset | 2,589,319 | 2,857,861 | ||||||
Intangible assets | 754,664 | 610,208 | ||||||
Bank owned life insurance | 5,642,666 | 5,530,975 | ||||||
Accrued interest receivable | 948,172 | 910,168 | ||||||
Other assets | 1,170,006 | 1,262,532 | ||||||
Total assets | $ | 275,996,087 | $ | 255,040,710 | ||||
Liabilities: | ||||||||
Deposits: | ||||||||
Demand: | ||||||||
Noninterest-bearing | $ | 51,231,987 | $ | 48,181,492 | ||||
Interest-bearing | 20,524,068 | 20,413,683 | ||||||
Savings and money market | 79,041,934 | 75,868,981 | ||||||
Time deposits, under $250,000 | 65,318,778 | 57,468,248 | ||||||
Time deposits, $250,000 and over | 4,128,055 | 2,715,049 | ||||||
Total deposits | 220,244,822 | 204,647,453 | ||||||
Federal Home Loan Bank advances | 29,000,000 | 25,000,000 | ||||||
Accrued interest payable | 55,744 | 53,073 | ||||||
Other liabilities | 916,119 | 830,168 | ||||||
Total liabilities | 250,216,685 | 230,530,694 | ||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.01 par value; authorized 1,000,000 shares; no shares issued and outstanding | - | - | ||||||
Common stock, $0.01 par value; authorized 25,000,000 shares; 3,179,808 and 3,160,268 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 31,798 | 31,603 | ||||||
Additional paid in capital | 23,757,712 | 23,556,468 | ||||||
Retained earnings | 1,899,569 | 1,064,157 | ||||||
Accumulated other comprehensive income (loss) | 90,323 | (142,212 | ) | |||||
Total stockholders’ equity | 25,779,402 | 24,510,016 | ||||||
Total liabilities and stockholders’ equity | $ | 275,996,087 | $ | 255,040,710 |
2
Premara Financial, Inc. and Subsidiary
Consolidated Statements of Income
Nine Months Ended September 30, 2017 and 2016
2017 | 2016 | |||||||
Interest income: | (Unaudited) | (Unaudited) | ||||||
Loans, including fees | $ | 7,379,985 | $ | 6,487,232 | ||||
Securities | 804,350 | 819,144 | ||||||
Other interest and dividend income | 48,914 | 86,090 | ||||||
Total interest income | 8,233,249 | 7,392,466 | ||||||
Interest expense: | ||||||||
Time deposits, $250,000 and over | 21,268 | 15,154 | ||||||
Other deposits | 957,859 | 870,589 | ||||||
Other borrowings | 257,789 | 151,719 | ||||||
Total interest expense | 1,236,916 | 1,037,462 | ||||||
Net interest income | 6,996,333 | 6,355,004 | ||||||
Provision for loan losses | 275,000 | 25,000 | ||||||
Net interest income after provision for loan losses | 6,721,333 | 6,330,004 | ||||||
Noninterest income: | ||||||||
Debit and ATM income | 112,537 | 150,556 | ||||||
Bank owned life insurance | 111,692 | 113,162 | ||||||
Gain on sale of available-for-sale securities | - | 15,371 | ||||||
Gain on sale of premises and equipment | 1,000 | 2,097 | ||||||
Gain on sale of loans | 536,687 | - | ||||||
Service charges and other income | 385,829 | 466,907 | ||||||
Total noninterest income | 1,147,745 | 748,093 | ||||||
Noninterest expense: | ||||||||
Compensation and employee benefits | 3,851,176 | 3,151,967 | ||||||
Occupancy | 762,758 | 778,939 | ||||||
Furniture and equipment | 206,841 | 283,939 | ||||||
Professional services | 195,067 | 445,340 | ||||||
Merger-related expenses | 79,868 | - | ||||||
Data processing | 429,248 | 440,061 | ||||||
Loss on sale of other real estate owned | 909 | - | ||||||
Advertising and marketing | 114,259 | 77,238 | ||||||
FDIC insurance premiums | 142,531 | 162,729 | ||||||
Other operating | 1,052,554 | 1,020,993 | ||||||
Total noninterest expense | 6,835,211 | 6,361,206 | ||||||
Income before income taxes | 1,033,867 | 696,891 | ||||||
Income tax expense | 198,455 | 42,416 | ||||||
Net income | 835,412 | 654,475 | ||||||
Preferred stock dividends | - | - | ||||||
Net income available to common stockholders | $ | 835,412 | $ | 654,475 | ||||
Net income available per common share | ||||||||
Basic | $ | 0.26 | $ | 0.21 | ||||
Diluted | $ | 0.26 | $ | 0.21 | ||||
Average common shares outstanding | ||||||||
Basic | 3,162,630 | 3,160,268 | ||||||
Diluted | 3,162,630 | 3,160,268 |
3
Premara Financial, Inc. and Subsidiary
Consolidated Statements of Income
Three Months Ended September 30, 2017 and 2016
2017 | 2016 | |||||||
Interest income: | (Unaudited) | (Unaudited) | ||||||
Loans, including fees | $ | 2,536,947 | $ | 2,265,372 | ||||
Securities | 291,055 | 249,707 | ||||||
Other interest and dividend income | 19,860 | 11,503 | ||||||
Total interest income | 2,847,862 | 2,526,582 | ||||||
Interest expense: | ||||||||
Time deposits, $250,000 and over | 9,836 | 6,694 | ||||||
Other deposits | 328,944 | 303,091 | ||||||
Other borrowings | 106,456 | 44,986 | ||||||
Total interest expense | 445,236 | 354,771 | ||||||
Net interest income | 2,402,626 | 2,171,811 | ||||||
Provision for loan losses | 175,000 | - | ||||||
Net interest income after provision for loan losses | 2,227,626 | 2,171,811 | ||||||
Noninterest income: | ||||||||
Debit and ATM income | 37,098 | 40,614 | ||||||
Bank owned life insurance | 37,515 | 41,055 | ||||||
Gain on sale of available-for-sale securities | - | 5,451 | ||||||
Gain on sale of premises and equipment | - | 2,097 | ||||||
Gain on sale of loans | 106,074 | - | ||||||
Service charges and other income | 116,859 | 155,409 | ||||||
Total noninterest income | 297,546 | 244,626 | ||||||
Noninterest expense: | ||||||||
Compensation and employee benefits | 1,246,416 | 1,113,348 | ||||||
Occupancy | 247,560 | 268,896 | ||||||
Furniture and equipment | 66,019 | 94,477 | ||||||
Professional services | 71,726 | 123,797 | ||||||
Merger-related expenses | 32,989 | - | ||||||
Data processing | 153,564 | 145,526 | ||||||
Loss on sale of other real estate owned | 909 | - | ||||||
Advertising and marketing | 37,195 | 39,162 | ||||||
FDIC insurance premiums | 47,748 | 52,930 | ||||||
Other operating | 346,316 | 318,178 | ||||||
Total noninterest expense | 2,250,442 | 2,156,314 | ||||||
Income before income taxes | 274,730 | 260,123 | ||||||
Income tax expense | 30,686 | 27,760 | ||||||
Net income | 244,044 | 232,363 | ||||||
Preferred stock dividends | - | - | ||||||
Net income available to common stockholders | $ | 244,044 | $ | 232,363 | ||||
Net income available per common share | ||||||||
Basic | $ | 0.08 | $ | 0.07 | ||||
Diluted | $ | 0.08 | $ | 0.07 | ||||
Average common shares outstanding | ||||||||
Basic | 3,167,277 | 3,160,268 | ||||||
Diluted | 3,169,042 | 3,160,268 |
4
Premara Financial, Inc. and Subsidiary
Consolidated Statements of Comprehensive Income
Nine Months Ended September 30, 2017 and 2016
2017 | 2016 | |||||||
(Unaudited) | (Unaudited) | |||||||
Net income | $ | 835,412 | $ | 654,475 | ||||
Other comprehensive income: | ||||||||
Investment securities available-for-sale: | ||||||||
Unrealized holding gains | 366,913 | 513,249 | ||||||
Tax effect | (132,015 | ) | (184,718 | ) | ||||
Reclassification of gains recognized in net income | - | (15,371 | ) | |||||
Tax effect | - | 5,632 | ||||||
Net of tax amount | 234,898 | 318,792 | ||||||
Hedging activities: | ||||||||
Hedge effectiveness | (3,691 | ) | (414,021 | ) | ||||
Tax effect | 1,328 | 151,697 | ||||||
Net of tax amount | (2,363 | ) | (262,324 | ) | ||||
Other comprehensive income, net of tax | 232,535 | 56,468 | ||||||
Comprehensive income | $ | 1,067,947 | $ | 710,943 |
5
Premara Financial, Inc. and Subsidiary
Consolidated Statements of Comprehensive Income
Three Months Ended September 30, 2017 and 2016
2017 | 2016 | |||||||
(Unaudited) | (Unaudited) | |||||||
Net income | $ | 244,044 | $ | 232,363 | ||||
Other comprehensive income (loss): | ||||||||
Investment securities available-for-sale: | ||||||||
Unrealized holding gains (losses) | (146,737 | ) | 190,607 | |||||
Tax effect | 52,796 | (69,838 | ) | |||||
Reclassification of gains recognized in net income | - | (5,541 | ) | |||||
Tax effect | - | 2,030 | ||||||
Net of tax amount | (93,941 | ) | 117,258 | |||||
Hedging activities: | ||||||||
Hedge effectiveness | 16,941 | (119,030 | ) | |||||
Tax effect | (6,095 | ) | 43,612 | |||||
Net of tax amount | 10,846 | (75,418 | ) | |||||
Other comprehensive income (loss), net of tax | (83,095 | ) | 41,840 | |||||
Comprehensive income | $ | 160,949 | $ | 274,203 |
6
Premara Financial, Inc. and Subsidiary
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2017 and 2016
2017 | 2016 | |||||||
(Unaudited) | (Unaudited) | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 835,412 | $ | 654,475 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Provision for loan losses | 275,000 | 25,000 | ||||||
Depreciation and amortization | 327,661 | 416,952 | ||||||
Discount accretion and premium amortization, net | 125,588 | 126,941 | ||||||
Gain on sale of available-for-sale securities | - | (15,371 | ) | |||||
Gain on sale and writedown of premises and equipment | (1,000 | ) | (2,097 | ) | ||||
Loss on sale of other real estate owned | 909 | - | ||||||
Deferred income tax expense | 137,855 | 34,705 | ||||||
Increase in servicing asset | (200,807 | ) | - | |||||
Intangible assets amortization | 56,351 | 46,033 | ||||||
Stock compensation | 14,441 | 14,273 | ||||||
Increase in bank owned life insurance | (111,691 | ) | (113,163 | ) | ||||
Originations of loans held for sale | (6,802,950 | ) | - | |||||
Proceeds from the sale of loans held for sale | 7,339,637 | - | ||||||
Gain on sale of loans held for sale | (536,687 | ) | - | |||||
(Increase) decrease in other assets | 92,526 | (378,183 | ) | |||||
(Increase) decrease in accrued interest receivable | (38,004 | ) | 46,026 | |||||
Increase in other liabilities | 82,260 | 219,364 | ||||||
Increase in accrued interest payable | 2,671 | 2,144 | ||||||
Net cash provided by operating activities | 1,599,172 | 1,077,099 | ||||||
Cash flows from investing activities: | ||||||||
Purchase of securities available-for-sale | (2,732,310 | ) | (3,071,976 | ) | ||||
Proceeds from sales, calls, prepayments and maturities of securities available-for-sale | 1,493,450 | 8,829,830 | ||||||
Purchase of nonmarketable equity securities | (838,200 | ) | (417,200 | ) | ||||
Sale of nonmarketable equity securities | 689,682 | 332,500 | ||||||
Net increase in loans | (3,686,516 | ) | (8,861,702 | ) | ||||
Purchase of premises and equipment | (144,249 | ) | (104,952 | ) | ||||
Proceeds from sale of premises and equipment | 4,926 | 5,500 | ||||||
Proceeds from the sale of other real estate owned | 49,091 | - | ||||||
Purchase of bank owned life insurance | - | (2,600,000 | ) | |||||
Net cash provided by (used in) investing activities | (5,164,126 | ) | (5,888,000 | ) | ||||
Cash flows from financing activities: | ||||||||
Net (decrease) increase in deposits | 15,597,369 | (3,004,183 | ) | |||||
Federal Home Loan Bank advances , net | 4,000,000 | 1,000,000 | ||||||
Exercise of common stock warrants | 186,998 | - | ||||||
Net cash provided by (used in) financing activities | 19,784,367 | (2,004,183 | ) | |||||
Net increase (decrease) in cash and cash equivalents | 16,219,413 | (6,815,084 | ) | |||||
Cash and cash equivalents, beginning | 9,014,640 | 19,991,259 | ||||||
Cash and cash equivalents, ending | $ | 25,234,053 | $ | 13,176,175 |
7
Premara Financial, Inc. and Subsidiary
Consolidated Statements of Cash Flows, continued
Nine Months Ended September 30, 2017 and 2016
2017 | 2016 | |||||||
(Unaudited) | (Unaudited) | |||||||
Supplemental disclosures of cash flow information | ||||||||
Cash paid during the year for interest | $ | 1,234,245 | $ | 1,035,318 | ||||
Cash paid during the year for income taxes | $ | 133,600 | $ | 94,756 | ||||
Supplemental schedule of noncash investing and financing activity | ||||||||
Change in unrealized loss on securities available-for-sale | $ | (366,913 | ) | $ | 513,249 | |||
Change in hedge effectiveness | $ | (3,691 | ) | $ | (414,021 | ) | ||
Loans transferred to other real estate owned | $ | 50,000 | $ | - | ||||
8
Premara Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Note 1. Summary of Significant Accounting Policies
Carolina Premier Bank (the “Bank”) was incorporated in North Carolina to serve as a state chartered commercial bank to provide banking services to customers located primarily in Charlotte, North Carolina and the surrounding areas. Carolina Premier Bank commenced business on August 29, 2007, and its deposits are insured by the Federal Deposit Insurance Corporation (FDIC). As a state chartered commercial bank, the Bank is subject to regulation by the Office of the North Carolina Commissioner of Banks and the Federal Deposit Insurance Corporation.
On May 10, 2011, the shareholders of Carolina Premier Bank approved a plan of corporate reorganization under which the Bank became a wholly-owned subsidiary of Premara Financial, Inc. (the “Company”), which was organized for that purpose by the Bank’s Board of Directors. The authorized common stock of Premara Financial, Inc. is 25,000,000 shares with $.01 par value. Pursuant to the reorganization, the Company issued all shares of its common stock in exchange for all of the outstanding common shares of the Bank on May 24, 2011. The consolidated financial statements include the accounts of the parent company and its wholly owned subsidiary after elimination of all significant intercompany balances and transactions.
On July 20, 2017, the Company and Select Bancorp, Inc., the holding company for Select Bank & Trust Company, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which the Company will merge with and into Select Bancorp, and the Bank will merge with and into Select Bank & Trust Company. The parties anticipate closing the merger during the fourth quarter of 2017.
The consolidated financial statements in this report (other than the Consolidated Balance Sheet at December 31, 2016) are unaudited. In the opinion of management, all adjustments (none of which were other than normal accruals) necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with generally accepted accounting principles in the United States (GAAP). Actual results could differ from those estimates.
The Company’s accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial condition. Many of the Company’s accounting policies require significant judgment regarding valuation of assets and liabilities and/or significant interpretation of the specific accounting guidance. A description of the Company’s significant accounting policies can be found in Note 1 of the Notes to Consolidated Financial Statements in the Company’s 2016 Report on Consolidated Financial Statements.
Recently issued accounting pronouncements:
The following is a summary of recent authoritative pronouncements that may affect accounting, reporting, and disclosure of financial information by the Company:
In May 2014, the FASB issued guidance to change the recognition of revenue from contracts with customers. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. The guidance will be effective for the Company for reporting periods beginning after December 15, 2017. The Company will apply the guidance using a modified retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements.
In February 2016, the FASB amended the Leases topic of the Accounting Standards Codification to revise certain aspects of recognition, measurement, presentation, and disclosure of leasing transactions. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows.
9
Premara Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Note 1. Summary of Significant Accounting Policies, Continued
In June 2016, the FASB issued guidance to change the accounting for credit losses and modify the impairment model for certain debt securities. The amendments will be effective for the Company for reporting periods beginning after December 15, 2020. Early adoption is permitted for all organizations for periods beginning after December 15, 2018. The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows.
In January 2017, the FASB issued guidance to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendment to the Business Combinations Topic is intended to address concerns that the existing definition of a business has been applied too broadly and has resulted in many transactions being recorded as business acquisitions that in substance are more akin to asset acquisitions. The guidance will be effective for the Company for reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.
In January 2017, the FASB amended the Goodwill and Other Topic of the Accounting Standards Codification to simplify the accounting for goodwill impairment for public business entities and other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill. The amendment removes Step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The effective date and transition requirements for the technical corrections will be effective for the Company for reporting periods beginning after December 15, 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect these amendments to have a material effect on its financial statements.
In February 2017, the FASB amended the Other Income Topic of the Accounting Standards Codification to clarify the scope of the guidance on nonfinancial asset derecognition as well as the accounting for partial sales of nonfinancial assets. The amendments conform the derecognition guidance on nonfinancial assets with the model for transactions in the new revenue standard. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.
In March 2017, the FASB amended the requirements in the Receivables—Nonrefundable Fees and Other Costs Topic of the Accounting Standards Codification related to the amortization period for certain purchased callable debt securities held at a premium. The amendments shorten the amortization period for the premium to the earliest call date. The amendments will be effective for the Company for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.
In May 2017, the FASB amended the requirements in the Compensation—Stock Compensation Topic of the Accounting Standards Codification related to changes to the terms or conditions of a share-based payment award. The amendments provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments will be effective for the Company for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
10
Premara Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Note 2. Securities
The amortized cost and estimated fair values of securities available-for-sale at September 30, 2017 and December 31, 2016 were:
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
September 30, 2017 | ||||||||||||||||
Collateralized mortgage obligations | $ | 476,066 | $ | 1,553 | $ | - | $ | 477,619 | ||||||||
Mortgage-backed securities | 7,797,647 | 17,701 | 76,707 | 7,738,641 | ||||||||||||
Municipal bonds - nontaxable | 16,121,647 | 316,151 | 3,788 | 16,434,009 | ||||||||||||
Municipal bonds - taxable | 4,417,233 | 169,086 | 80,100 | 4,506,219 | ||||||||||||
Other securities | 3,767,799 | 29,003 | 12,912 | 3,783,890 | ||||||||||||
$ | 32,580,391 | $ | 533,494 | $ | 173,507 | $ | 32,940,378 |
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
December 31, 2016 | ||||||||||||||||
Collateralized mortgage obligations | $ | 560,937 | $ | - | $ | 2,623 | $ | 558,314 | ||||||||
Mortgage-backed securities | 7,188,775 | 702 | 122,632 | 7,066,845 | ||||||||||||
Municipal bonds - nontaxable | 16,178,268 | 129,351 | 76,089 | 16,231,530 | ||||||||||||
Municipal bonds - taxable | 4,524,437 | 89,420 | 32,599 | 4,581,258 | ||||||||||||
Other securities | 3,014,702 | 20,990 | 13,446 | 3,022,246 | ||||||||||||
$ | 31,467,119 | $ | 240,463 | $ | 247,389 | $ | 31,460,193 |
The amortized cost and estimated fair values of securities held-to-maturity as of September 30, 2017 and December 31, 2016 were:
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
September 30, 2017 | ||||||||||||||||
Other securities | $ | 1,250,000 | $ | 30,940 | $ | - | $ | 1,280,940 | ||||||||
$ | 1,250,000 | $ | 30,940 | $ | - | $ | 1,280,940 |
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
December 31, 2016 | ||||||||||||||||
Other securities | $ | 1,250,000 | $ | 34,155 | $ | - | $ | 1,284,155 | ||||||||
$ | 1,250,000 | $ | 34,155 | $ | - | $ | 1,284,155 |
11
Premara Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Note 2. Securities, Continued
The amortized costs and fair values of investment securities available-for-sale at September 30, 2017, by contractual maturity, are shown in the following chart. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Amortized | ||||||||
Cost | Fair Value | |||||||
Due one year or less | $ | 2,712,417 | $ | 2,710,261 | ||||
Due after one year through five years | 8,629,149 | 8,628,902 | ||||||
Due after five years through ten years | 15,298,129 | 15,565,575 | ||||||
Due after ten years | 5,940,696 | 6,035,640 | ||||||
Total available-for-sale securities | $ | 32,580,391 | $ | 32,940,378 |
The amortized costs and fair values of investment securities held-to-maturity at September 30, 2017, by contractual maturity, are shown in the following chart. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Amortized | ||||||||
Cost | Fair Value | |||||||
Due one year or less | $ | - | $ | - | ||||
Due after one year through five years | - | - | ||||||
Due after five years through ten years | 1,250,000 | 1,280,940 | ||||||
Due after ten years | - | - | ||||||
Total held-to-maturity securities | $ | 1,250,000 | $ | 1,280,940 |
No available-for-sale securities were sold during the nine months ended September 30, 2017. Proceeds from the sale of securities available-for-sale during the nine months ended September 30, 2016 were $6,493,944 and resulted in gross gains of $15,371.
The following tables present available-for-sale securities, gross unrealized losses and related fair values, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of September 30, 2017 and December 31, 2016:
Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
Value | Losses | Value | Losses | Value | Losses | |||||||||||||||||||
September 30, 2017 | ||||||||||||||||||||||||
Collateralized mortgage | ||||||||||||||||||||||||
obligations | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
Mortgage-backed securities | 4,578,576 | (45,368 | ) | 1,234,242 | (31,339 | ) | 5,812,818 | (76,707 | ) | |||||||||||||||
Municipal bonds-non-taxable | 1,630,958 | (3,788 | ) | - | - | 1,630,958 | (3,788 | ) | ||||||||||||||||
Municipal bonds-taxable | - | - | 518,742 | (80,100 | ) | 518,742 | (80,100 | ) | ||||||||||||||||
Other securities | 1,581,336 | (12,912 | ) | - | - | 1,581,336 | (12,912 | ) | ||||||||||||||||
Total | $ | 7,790,870 | $ | (62,068 | ) | $ | 1,752,984 | $ | (111,439 | ) | $ | 9,543,854 | $ | (173,507 | ) |
12
Premara Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Note 2. Securities, Continued
Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
Value | Losses | Value | Losses | Value | Losses | |||||||||||||||||||
December 31, 2016 | ||||||||||||||||||||||||
Collateralized mortgage | ||||||||||||||||||||||||
obligations | $ | 558,314 | $ | (2,623 | ) | $ | - | $ | - | $ | 558,314 | $ | (2,623 | ) | ||||||||||
Mortgage-backed securities | 7,014,889 | (122,632 | ) | - | - | 7,014,889 | (122,632 | ) | ||||||||||||||||
Municipal bonds-non-taxable | 6,117,121 | (76,089 | ) | - | - | 6,117,121 | (76,089 | ) | ||||||||||||||||
Municipal bonds-taxable | 367,312 | (3,034 | ) | 385,593 | (29,565 | ) | 752,905 | (32,599 | ) | |||||||||||||||
Other securities | 2,261,994 | (13,446 | ) | - | - | 2,261,994 | (13,446 | ) | ||||||||||||||||
Total | $ | 16,319,630 | $ | (217,824 | ) | $ | 385,593 | $ | (29,565 | ) | $ | 16,705,223 | $ | (247,389 | ) |
There were no held-to-maturity securities in an unrealized loss position as of September 30, 2017 and December 31, 2016.
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 (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, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. The unrealized losses in the Company’s investment portfolio relate principally to current interest rates for similar types of securities. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition. As management has the ability to hold debt securities for the foreseeable future, no declines are deemed to be other-than-temporary.
The amortized cost of the investment securities pledged at September 30, 2017 and December 31, 2016 were $1,484,011 and $3,072,908, respectively, and fair values were $1,545,999 and $3,115,445, respectively.
Note 3. Loans Receivable
Major classifications of loans receivable are summarized as follows:
September 30, 2017 | December 31, 2016 | |||||||
Residential real estate | $ | 58,501,446 | $ | 62,935,278 | ||||
Commercial real estate | 95,066,743 | 89,211,374 | ||||||
Construction and land | 18,968,376 | 19,456,283 | ||||||
Commercial and industrial | 31,025,369 | 28,414,988 | ||||||
Consumer and other | 643,623 | 672,064 | ||||||
Total gross loans | 204,205,557 | 200,689,987 | ||||||
Less: deferred loan fees (costs) | (141,241 | ) | (92,279 | ) | ||||
Less: allowance for loan losses | 2,341,171 | 2,138,155 | ||||||
Total loans, net | $ | 202,005,627 | $ | 198,644,111 |
13
Premara Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Note 3. Loans Receivable, Continued
The following tables present activity in the allowance for loan losses by portfolio segment for the nine and three months ended September 30, 2017 and 2016:
Residential Real Estate | Commercial Real Estate | Construction and Land | Commercial and Industrial | Consumer and Other | Total | |||||||||||||||||||
Nine months ended September 30, 2017: | ||||||||||||||||||||||||
Beginning balance | $ | 590,599 | $ | 1,008,100 | $ | 138,906 | $ | 379,552 | $ | 20,998 | $ | 2,138,155 | ||||||||||||
Charge-offs | (69,055 | ) | - | - | - | (3,880 | ) | (72,935 | ) | |||||||||||||||
Recoveries | - | - | - | 605 | 346 | 951 | ||||||||||||||||||
Provisions | 12,101 | (39,255 | ) | 19,839 | 280,241 | 2,074 | 275,000 | |||||||||||||||||
Ending balance | $ | 533,645 | $ | 968,845 | $ | 158,745 | $ | 660,398 | $ | 19,538 | $ | 2,341,171 | ||||||||||||
Three months ended September 30, 2017: | ||||||||||||||||||||||||
Beginning balance | $ | 537,617 | $ | 900,661 | $ | 196,052 | $ | 583,715 | $ | 17,520 | $ | 2,235,565 | ||||||||||||
Charge-offs | (66,465 | ) | - | - | - | (3,880 | ) | (70,345 | ) | |||||||||||||||
Recoveries | - | - | - | 605 | 346 | 951 | ||||||||||||||||||
Provisions | 62,493 | 68,184 | (37,307 | ) | 76,078 | 5,552 | 175,000 | |||||||||||||||||
Ending balance | $ | 533,645 | $ | 968,845 | $ | 158,745 | $ | 660,398 | $ | 19,538 | $ | 2,341,171 | ||||||||||||
Allowance for Loan Losses as of September 30, 2017: Individually evaluated for impairment | $ | 9,609 | $ | - | $ | - | $ | 276,629 | $ | - | $ | 286,238 | ||||||||||||
Collectively evaluated for impairment | $ | 524,036 | $ | 968,845 | $ | 158,745 | $ | 383,769 | $ | 19,538 | $ | 2,054,933 | ||||||||||||
Loans Receivable as of September 30, 2017 | ||||||||||||||||||||||||
Ending balance - total | $ | 58,501,446 | $ | 95,066,743 | $ | 18,968,376 | $ | 31,025,369 | $ | 643,623 | $ | 204,205,557 | ||||||||||||
Ending balances: | ||||||||||||||||||||||||
Individually evaluated for impairment | $ | 1,494,154 | $ | 242,330 | $ | - | $ | 1,584,952 | $ | - | $ | 3,321,436 | ||||||||||||
Collectively evaluated for impairment | $ | 57,007,292 | $ | 94,824,413 | $ | 18,968,376 | $ | 29,440,417 | $ | 643,623 | $ | 200,884,121 |
14
Premara Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Note 3. Loans Receivable, Continued
Residential Real Estate | Commercial Real Estate | Construction and Land | Commercial and Industrial | Consumer and Other | Total | |||||||||||||||||||
Nine months ended September 30, 2016: | ||||||||||||||||||||||||
Beginning balance | $ | 714,231 | $ | 831,678 | $ | 128,988 | $ | 569,003 | $ | 48,962 | $ | 2,292,862 | ||||||||||||
Charge-offs | (56,632 | ) | (1,744 | ) | - | (318,323 | ) | (440 | ) | (377,139 | ) | |||||||||||||
Recoveries | 37,975 | 1,744 | - | - | 70,923 | 110,642 | ||||||||||||||||||
Provisions | (41,975 | ) | (2,212 | ) | 16,373 | 150,513 | (97,699 | ) | 25,000 | |||||||||||||||
Ending balance | $ | 653,599 | $ | 829,466 | $ | 145,361 | $ | 401,193 | $ | 21,746 | $ | 2,051,365 | ||||||||||||
Three months ended September 30, 2016: | ||||||||||||||||||||||||
Beginning balance | $ | 580,979 | $ | 896,903 | $ | 76,485 | $ | 374,494 | $ | 15,450 | $ | 1,944,311 | ||||||||||||
Charge-offs | - | - | - | - | (440 | ) | (440 | ) | ||||||||||||||||
Recoveries | 37,975 | 1,744 | - | - | 67,775 | 107,494 | ||||||||||||||||||
Provisions | 34,645 | (69,181 | ) | 68,876 | 26,699 | (61,039 | ) | - | ||||||||||||||||
Ending balance | $ | 653,599 | $ | 829,466 | $ | 145,361 | $ | 401,193 | $ | 21,746 | $ | 2,051,365 | ||||||||||||
Allowance for Loan Losses as of September 30, 2016: Individually evaluated for impairment | $ | 62,771 | $ | - | $ | - | $ | 52,896 | $ | - | $ | 115,667 | ||||||||||||
Collectively evaluated for impairment | $ | 590,828 | $ | 829,466 | $ | 145,361 | $ | 348,297 | $ | 21,746 | $ | 1,935,698 | ||||||||||||
Loans Receivable as of September 30, 2016 | ||||||||||||||||||||||||
Ending balance - total | $ | 57,900,079 | $ | 82,080,911 | $ | 16,319,198 | $ | 28,214,208 | $ | 740,279 | $ | 185,254,675 | ||||||||||||
Ending balances: | ||||||||||||||||||||||||
Individually evaluated for impairment | $ | 1,657,404 | $ | - | $ | 706,347 | $ | 1,727,930 | $ | - | $ | 4,091,681 | ||||||||||||
Collectively evaluated for impairment | $ | 56,242,675 | $ | 82,080,911 | $ | 15,612,851 | $ | 26,486,278 | $ | 740,279 | $ | 181,162,994 |
The credit quality indicators presented for all classes within the loan portfolio is a widely used and standard system representing the degree of risk of nonpayment. The risk-grade categories presented in the following table are:
Pass – These loans have a risk profile which range from superior quality with minimal credit risk, to loans requiring management attention, but still have an acceptable risk profile, and continue to perform primarily as contracted.
Special mention – These credit facilities have potential developing weaknesses that deserve extra attention from the loan officer, and other management personnel. If the loan officer cannot correct or mitigate the developing weakness, there may be deterioration in the ability of the borrower to repay the bank’s debt in the future. Loan officers should not assign this grade to loans that bear certain peculiar risks normally associated with the types of financing involved, unless circumstances have caused the risk to increase to a level higher than would have been acceptable when the credit was originally approved. Loan officers should generally grade loans where actual, not potential, weaknesses or problems are clearly evident and significant in one of the categories below.
Substandard – This category includes loans possessing weaknesses that jeopardize the ultimate collection of principal and interest outstanding. These loans are inadequately protected by the sound worth and paying capacity of the borrower or of the pledged collateral, if any. The weaknesses require close supervision by bank management. Loss may not be evident; however, current financials or pledged collateral inadequately protect the loan. Borrowers in this category have well-defined weaknesses that jeopardize the proper liquidation of the debt. They may also have adverse trends, unless improved, that will likely result in repayment over an excessive period of time, or possibly not at all. Weaknesses that exist may indicate the indebtedness may not be current or may not in the future be repaid according to previously agreed upon terms. If loans are current, future performance may be in question. All non-accrual loans shall be graded substandard or doubtful.
15
Premara Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Note 3 Loans Receivable, Continued
Doubtful – Loans or portions of loans in this category have one or more weaknesses, which, on the basis of currently existing facts, conditions, and values, make ultimate collection of all principal highly questionable. The possibility of loss is extremely high, and management should make specific loan loss reserve allocations. However, management does not know the amount with certainty of eventual loss because of specific pending factors. Pending factors include: litigation, proposed merger or acquisition or liquidation in progress, injection of new capital in progress or refinancing plans in progress, and pending factors still pending after 18 months must be disregarded and the loan downgraded appropriately.
The following tables present loan balances by credit quality indicator as of September 30, 2017 and December 31, 2016:
September 30, 2017 | Residential Real Estate | Commercial Real Estate | Construction and Land | Commercial and Industrial | Consumer and Other | Total | ||||||||||||||||||
Grade: | ||||||||||||||||||||||||
Pass | $ | 57,029,962 | $ | 94,824,413 | $ | 18,394,229 | $ | 26,678,749 | $ | 643,623 | $ | 197,570,976 | ||||||||||||
Special Mention | 821,324 | - | 574,147 | 3,830,916 | - | 5,226,387 | ||||||||||||||||||
Substandard | 650,160 | 242,330 | - | 515,704 | - | 1,408,194 | ||||||||||||||||||
Doubtful | - | - | - | - | - | - | ||||||||||||||||||
Ending balance | $ | 58,501,446 | $ | 95,066,743 | $ | 18,968,376 | $ | 31,025,369 | $ | 643,623 | $ | 204,205,557 |
December 31, 2016 | Residential Real Estate | Commercial Real Estate | Construction and Land | Commercial and Industrial | Consumer and Other | Total | ||||||||||||||||||
Grade: | ||||||||||||||||||||||||
Pass | $ | 61,026,702 | $ | 88,038,763 | $ | 19,456,283 | $ | 23,281,579 | $ | 672,064 | $ | 192,475,391 | ||||||||||||
Special Mention | 385,093 | 1,172,611 | - | 2,541,207 | - | 4,098,911 | ||||||||||||||||||
Substandard | 1,523,483 | - | - | 2,592,202 | - | 4,115,685 | ||||||||||||||||||
Doubtful | - | - | - | - | - | - | ||||||||||||||||||
Ending balance | $ | 62,935,278 | $ | 89,211,374 | $ | 19,456,283 | $ | 28,414,988 | $ | 672,064 | $ | 200,689,987 |
The following tables present an aging analysis of loans as of September 30, 2017 and December 31, 2016:
September 30, 2017 | 30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days | Total Past Due | Current | Total Loans Receivable | Recorded Investments 90 Days and Accruing | |||||||||||||||||||||
Residential real estate | $ | 409,912 | $ | - | $ | 459,644 | $ | 869,556 | $ | 57,631,890 | $ | 58,501,446 | $ | - | ||||||||||||||
Commercial real estate | - | - | - | - | 95,066,743 | 95,066,743 | - | |||||||||||||||||||||
Construction and land | - | - | - | - | 18,968,376 | 18,968,376 | - | |||||||||||||||||||||
Commercial and industrial | - | - | 609,281 | 609,281 | 30,416,088 | 31,025,369 | - | |||||||||||||||||||||
Consumer and other | - | - | - | - | 643,623 | 643,623 | - | |||||||||||||||||||||
Total | $ | 409,912 | $ | - | $ | 1,068,925 | $ | 1,478,837 | $ | 202,726,720 | $ | 204,205,557 | $ | - |
December 31, 2016 | 30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days | Total Past Due | Current | Total Loans Receivable | Recorded Investments 90 Days and Accruing | |||||||||||||||||||||
Residential real estate | $ | 121,678 | $ | - | $ | 964,051 | $ | 1,085,729 | $ | 61,849,549 | $ | 62,935,278 | $ | 47,416 | ||||||||||||||
Commercial real estate | 275,668 | 183,955 | 988,656 | 1,448,279 | 87,763,095 | 89,211,374 | 988,656 | |||||||||||||||||||||
Construction and land | - | - | - | - | 19,456,283 | 19,456,283 | - | |||||||||||||||||||||
Commercial and industrial | 1,154,375 | 1,345,853 | 268,066 | 2,768,294 | 25,646,694 | 28,414,988 | - | |||||||||||||||||||||
Consumer and other | 708 | - | 25,000 | 25,708 | 646,356 | 672,064 | 25,000 | |||||||||||||||||||||
Total | $ | 1,552,429 | $ | 1,529,808 | $ | 2,245,773 | $ | 5,328,010 | $ | 195,361,977 | $ | 200,689,987 | $ | 1,061,072 |
16
Premara Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Note 3. Loans Receivable, Continued
The following tables present information on the investment in impaired loans as of September 30, 2017 and December 31, 2016:
September 30, 2017 | Recorded Investment | Unpaid Principal Balance | Related Allowance | |||||||||
With no related allowance recorded: | ||||||||||||
Residential real estate | $ | 1,317,345 | $ | 1,425,499 | $ | - | ||||||
Commercial real estate | - | - | - | |||||||||
Construction and land | - | - | - | |||||||||
Commercial and industrial | 1,345,357 | 1,438,807 | - | |||||||||
Consumer and other | - | - | - | |||||||||
2,662,702 | 2,864,306 | - | ||||||||||
With related allowance recorded: | ||||||||||||
Residential real estate | 176,809 | 333,873 | 9,609 | |||||||||
Commercial real estate | 242,330 | 242,330 | - | |||||||||
Construction and land | - | - | - | |||||||||
Commercial and industrial | 239,595 | 274,322 | 276,629 | |||||||||
Consumer and other | - | - | - | |||||||||
658,734 | 850,525 | 286,238 | ||||||||||
Total: | ||||||||||||
Residential real estate | 1,494,154 | 1,759,372 | 9,609 | |||||||||
Commercial real estate | 242,330 | 242,330 | - | |||||||||
Construction and land | - | - | - | |||||||||
Commercial and industrial | 1,584,952 | 1,713,129 | 276,629 | |||||||||
Consumer and other | - | - | - | |||||||||
$ | 3,321,436 | $ | 3,714,831 | $ | 286,238 |
December 31, 2016 | Recorded Investment | Unpaid Principal Balance | Related Allowance | |||||||||
With no related allowance recorded: | ||||||||||||
Residential real estate | $ | 963,293 | $ | 1,148,104 | $ | - | ||||||
Commercial real estate | - | 1,843 | - | |||||||||
Construction and land | 701,247 | 701,247 | - | |||||||||
Commercial and industrial | 797,669 | 890,691 | - | |||||||||
Consumer and other | - | - | - | |||||||||
2,462,209 | 2,741,885 | - | ||||||||||
With related allowance recorded: | ||||||||||||
Residential real estate | 722,371 | 874,885 | 51,171 | |||||||||
Commercial real estate | - | - | - | |||||||||
Construction and land | - | - | - | |||||||||
Commercial and industrial | 868,516 | 895,252 | 48,988 | |||||||||
Consumer and other | - | - | - | |||||||||
1,590,887 | 1,770,137 | 100,159 | ||||||||||
Total: | ||||||||||||
Residential real estate | 1,685,664 | 2,022,989 | 51,171 | |||||||||
Commercial real estate | - | 1,843 | - | |||||||||
Construction and land | 701,247 | 701,247 | - | |||||||||
Commercial and industrial | 1,666,185 | 1,785,943 | 48,988 | |||||||||
Consumer and other | - | - | - | |||||||||
$ | 4,053,096 | $ | 4,512,022 | $ | 100,159 |
17
Premara Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Note 3. Loans Receivable, Continued
The following tables present information on the average impaired loans and interest recognized on those impaired loans, for the periods indicated:
Nine Months Ended | ||||||||||||||||
September 30, 2017 | September 30, 2016 | |||||||||||||||
Average Recorded Investment | Interest Income Recognized | Average Recorded Investment | Interest Income Recognized | |||||||||||||
With no related allowance recorded: | ||||||||||||||||
Residential real estate | $ | 576,309 | $ | 40,443 | $ | 845,452 | $ | 14,370 | ||||||||
Commercial real estate | - | - | 1,059,460 | - | ||||||||||||
Construction and land | 693,653 | - | 1,564,717 | 31,898 | ||||||||||||
Commercial and industrial | 1,312,026 | 41,759 | 804,636 | 54,256 | ||||||||||||
Consumer and other | - | - | - | - | ||||||||||||
2,581,988 | 82,202 | 4,274,265 | 100,524 | |||||||||||||
With related allowance recorded: | ||||||||||||||||
Residential real estate | 386,971 | - | 786,443 | - | ||||||||||||
Commercial real estate | - | 15,298 | 134,944 | - | ||||||||||||
Construction and land | - | - | - | - | ||||||||||||
Commercial and industrial | 383,721 | - | 752,233 | - | ||||||||||||
Consumer and other | - | - | - | - | ||||||||||||
770,692 | 15,298 | 1,673,620 | - | |||||||||||||
Total: | ||||||||||||||||
Residential real estate | 963,281 | 40,443 | 1,631,895 | 14,370 | ||||||||||||
Commercial real estate | - | 15,298 | 1,194,404 | - | ||||||||||||
Construction and land | 693,653 | - | 1,564,717 | 31,898 | ||||||||||||
Commercial and industrial | 1,695,747 | 41,759 | 1,556,869 | 54,256 | ||||||||||||
Consumer and other | - | - | - | - | ||||||||||||
$ | 3,352,681 | $ | 97,500 | $ | 5,947,885 | $ | 100,524 |
Three Months Ended | ||||||||||||||||
September 30, 2017 | September 30, 2016 | |||||||||||||||
Average Recorded Investment | Interest Income Recognized | Average Recorded Investment | Interest Income Recognized | |||||||||||||
With no related allowance recorded: | ||||||||||||||||
Residential real estate | $ | 552,048 | $ | 14,023 | $ | 900,909 | $ | 6,674 | ||||||||
Commercial real estate | - | - | 538,856 | - | ||||||||||||
Construction and land | 688,608 | - | 1,221,130 | 11,308 | ||||||||||||
Commercial and industrial | 1,374,766 | 13,271 | 1,600,125 | 15,822 | ||||||||||||
Consumer and other | - | - | - | - | ||||||||||||
2,615,422 | 27,294 | 4,261,020 | 33,804 | |||||||||||||
With related allowance recorded: | ||||||||||||||||
Residential real estate | 263,887 | - | 558,044 | - | ||||||||||||
Commercial real estate | - | 4,954 | - | - | ||||||||||||
Construction and land | - | - | - | - | ||||||||||||
Commercial and industrial | 359,074 | - | 192,617 | - | ||||||||||||
Consumer and other | - | - | - | - | ||||||||||||
622,961 | 4,954 | 750,661 | - | |||||||||||||
Total: | ||||||||||||||||
Residential real estate | 815,935 | 14,023 | 1,458,953 | 6,674 | ||||||||||||
Commercial real estate | - | 4,954 | 538,856 | - | ||||||||||||
Construction and land | 688,608 | - | 1,221,130 | 11,308 | ||||||||||||
Commercial and industrial | 1,733,840 | 13,271 | 1,792,742 | 15,822 | ||||||||||||
Consumer and other | - | - | - | - | ||||||||||||
$ | 3,238,383 | $ | 32,248 | $ | 5,011,681 | $ | 33,804 |
18
Premara Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Note 3. Loans Receivable, Continued
The following table presents loans on nonaccrual status by loan class at September 30, 2017 and December 31, 2016:
2017 | 2016 | |||||||
Residential real estate | $ | 655,750 | $ | 1,523,483 | ||||
Commercial real estate | - | - | ||||||
Construction and land | - | - | ||||||
Commercial and industrial | 750,660 | 436,829 | ||||||
Consumer and other | - | - | ||||||
Total | $ | 1,406,410 | $ | 1,960,312 |
Troubled debt restructurings:
The following table presents loans modified during the nine and three months ended September 30, 2017 that were considered to be a troubled debt restructuring.
Number of Contracts | Pre-Modification Outstanding Recorded Investment | Post-Modification Outstanding Recorded Investment | ||||||||||
Commercial and industrial | 1 | $ | 105,874 | $ | 105,874 |
There were no loans modified during the nine and three months ended September 30, 2016 that were considered to be a troubled debt restructuring. During the nine and three months ended September 30, 2017 and 2016 there were no loans that went into default which had previously been restructured.
In the determination of the allowance for loan losses, management considers troubled debt restructurings, and subsequent defaults in these restructurings by evaluating the potential for impairment under ASC 310, and if appropriate, a specific reserve is allocated.
Note 4. Stock Warrants
Each organizer of the Bank received stock warrants giving them the right to purchase up to 4,248 shares at a price of $11 per share. As a result of the Company’s 15% stock dividend in 2013, the warrants were adjusted to 4,885 shares at a purchase price of $9.57 per share. The warrants vested immediately and expired on August 29, 2017. During 2015, the expiration of the warrants for the five of the organizers still actively serving on the Board of Directors was extended to August 29, 2022. No expense was recognized as a result of the modification. During the three months ended September 30, 2017 organizers exercised a total of 19,540 warrants at a price of $9.57 per share. As a result of this exercise an additional $186,998 of capital was raised by the Company. There were no organizer warrants issued, exercised or canceled during the year ended December 31, 2016.
19
Premara Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Note 5. Income per Share
Basic income per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted income per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding and dilutive common share equivalents using the treasury stock method. Dilutive common share equivalents include common shares issuable upon exercise of outstanding stock warrants.
Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net income available to common shareholders | $ | 835,412 | $ | 654,475 | $ | 244,044 | $ | 232,636 | ||||||||
Weighted average shares outstanding, basic | 3,162,630 | 3,160,268 | 3,167,277 | 3,160,268 | ||||||||||||
Effect of dilutive securities | - | - | 1,765 | - | ||||||||||||
Weighted average shares outstanding, diluted | 3,162,630 | 3,160,268 | 3,169,042 | 3,160,268 | ||||||||||||
Basic income per common share | $ | 0.26 | $ | 0.21 | $ | 0.08 | $ | 0.07 | ||||||||
Dilutive income per common share | $ | 0.26 | $ | 0.21 | $ | 0.08 | $ | 0.07 |
Note 6. Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.
The use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach are required. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, a fair value hierarchy is established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.
20
Premara Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Note 6. Fair Value of Financial Instruments, Continued
Fair value hierarchy:
Level 1 | Valuation is based upon quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. | |
Level 2 | Valuation is based upon quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. | |
Level 3 | Valuation is generated from model-based techniques that use at least one significant assumption based on unobservable inputs for the assets or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. |
The following is a description of the valuation methodologies used for assets and liabilities recorded at fair value.
Securities available-for-sale:
Investment securities classified as available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security's credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 may include asset-backed securities in less liquid markets.
Derivative assets and liabilities:
The values of derivative instruments held or issued by the Company for risk management purposes are traded in over-the-counter markets where quoted market prices are not readily available. For those derivatives, the Company measures fair value using models that use primarily market observable inputs, such as yield curves and option volatilities, and include the value associated with counterparty credit risk. The Company classifies derivative instruments as Level 2 valuation.
Loans:
The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment by estimating the fair value of the impaired loan using one of several methods; including collateral value, market value of similar debt, enterprise value, liquidation value or discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.
21
Premara Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Note 6. Fair Value of Financial Instruments, Continued
For impaired loans that have an allowance established based on the fair value of collateral, a classification in the fair value hierarchy is required. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the impaired loan 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 Company records the impaired loan as nonrecurring Level 3.
Assets and liabilities measured at fair value on a recurring basis:
The tables below present the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016, aggregated by the level in the fair value hierarchy within which those measurements fall:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
September 30, 2017 | ||||||||||||||||
Assets: | ||||||||||||||||
Securities available for sale: | ||||||||||||||||
Collateralized mortgage obligations | $ | - | $ | 477,619 | $ | - | $ | 477,619 | ||||||||
Mortgage-backed securities | - | 7,738,641 | - | 7,738,641 | ||||||||||||
Municipal bonds - non-taxable | - | 16,434,009 | - | 16,434,009 | ||||||||||||
Municipal bonds - taxable | - | 4,506,219 | - | 4,506,219 | ||||||||||||
Other securities | - | 3,783,890 | - | 3,783,890 | ||||||||||||
Total Investments | - | 32,940,378 | - | 32,940,378 | ||||||||||||
Total assets measured at fair value on a recurring basis | $ | - | $ | 32,940,378 | $ | - | $ | 32,940,378 | ||||||||
Liabilities: | ||||||||||||||||
Derivative instruments: | ||||||||||||||||
Interest rate swaps | $ | - | $ | 209,337 | $ | - | $ | 209,337 | ||||||||
Total liabilities measured at fair value on a recurring basis | $ | - | $ | 209,337 | $ | - | $ | 209,337 |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
December 31, 2016 | ||||||||||||||||
Assets: | ||||||||||||||||
Securities available for sale: | ||||||||||||||||
Collateralized mortgage obligations | $ | - | $ | 558,314 | $ | - | $ | 558,314 | ||||||||
Mortgage-backed securities | - | 7,066,845 | - | 7,066,845 | ||||||||||||
Municipal bonds - non-taxable | - | 16,231,530 | - | 16,231,530 | ||||||||||||
Municipal bonds - taxable | - | 4,581,258 | - | 4,581,258 | ||||||||||||
Other securities | - | 3,022,246 | - | 3,022,246 | ||||||||||||
Total Investments | - | 31,460,193 | - | 31,460,193 | ||||||||||||
Total assets measured at fair value on a recurring basis | $ | - | $ | 31,460,193 | $ | - | $ | 31,460,193 | ||||||||
Liabilities: | ||||||||||||||||
Derivative instruments: | ||||||||||||||||
Interest rate swaps | $ | - | $ | 208,748 | $ | - | $ | 208,748 | ||||||||
Total liabilities measured at fair value on a recurring basis | $ | - | $ | 208,748 | $ | - | $ | 208,748 |
22
Premara Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements (Unaudited)
Note 6. Fair Value of Financial Instruments, Continued
Assets and liabilities measured at fair value on a non-recurring basis:
The table below presents the Company’s assets measured at fair value on a non-recurring basis as of September 30, 2017 and December 31, 2016, aggregated by the level in the fair value hierarchy within which those measurements fall:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
September 30, 2017 | ||||||||||||||||
Impaired loans | $ | - | $ | - | $ | 3,035,198 | $ | 3,035,198 |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
December 31, 2016 | ||||||||||||||||
Impaired loans | $ | - | $ | - | $ | 3,952,937 | $ | 3,952,937 |
The Company had no liabilities measured at fair value on a non-recurring basis at September 30, 2017 or December 31, 2016.
For Level 3 assets measured at fair value on a non-recurring basis as of September 30, 2017 and December 31, 2016, the significant unobservable inputs used in the fair value measurements were as follows:
Fair Value at September 30, 2017 | Fair Value at December 31, 2016 | Valuation Technique | Significant Unobservable Inputs | General Range of Significant Unobservable Input Values | ||||||||||
Impaired Loans | $ | 3,035,198 | $ | 3,952,937 | Appraised Value/Discounted Cash Flows/ Market Value of Note | Discounts to reflect current market conditions, ultimate collectability, and estimated costs to sell | 0 – 10% |
Note 7. Subsequent Events
Subsequent events are events or transactions that occur after the balance sheet date, but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Nonrecognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. Management has reviewed events occurring through December 21, 2017, the date the financial statements were available to be issued. An expense of $2,007,224 was recognized on December 5, 2017 for the termination of the core processing and ancillary services contract. No other subsequent events occurred requiring accrual or disclosure.
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