UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-Q
 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2013
 
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to _____
 
Commission File Number:  0-22140
 
META FINANCIAL GROUP, INC. ®
(Exact name of registrant as specified in its charter)
 
Delaware
 
42-1406262
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

5501 South Broadband Lane, Sioux Falls, South Dakota 57108
(Address of principal executive offices)
 
(712) 732-4117
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES x  NO  o
 
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  YES x  NO o .
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  (Check one):
 
Large accelerated filer  o
Accelerated filer x
Non-accelerated filer o
Smaller Reporting Company o
 
       Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES o  NO x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Class:
 
Outstanding at February 4, 2014:
Common Stock, $.01 par value
 
6,107,820 Common Shares
 


META FINANCIAL GROUP, INC.
FORM 10-Q
 
Table of Contents
 
PART I - FINANCIAL INFORMATION
2
 
Item 1.
2
 
  2
 
  3
 
  4
 
  5
 
  6
 
  7
 
 
Item 2.
37
 
Item 3.
48
 
Item 4.
51
 
PART II - OTHER INFORMATION
53
 
Item 1.
53
 
Item 1A.
53
 
Item 2.
53
 
Item 3.
53
 
Item 4.
53
 
Item 5.
53
 
Item 6.
53
 
 
54

PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements

META FINANCIAL GROUP, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Financial Condition (Unaudited)
(Dollars in Thousands, Except Share and Per Share Data)

ASSETS
 
December 31, 2013
   
September 30, 2013
 
Cash and cash equivalents
 
$
31,865
   
$
40,063
 
Investment securities available for sale
   
364,942
     
299,821
 
Mortgage-backed securities available for sale
   
605,387
     
581,372
 
Investment securities held to maturity
   
217,859
     
211,099
 
Mortgage-backed securities held to maturity
   
75,210
     
76,927
 
Loans receivable - net of allowance for loan losses of $4,258 at December 31, 2013 and $3,930 at September 30, 2013
   
402,478
     
380,428
 
Federal Home Loan Bank Stock, at cost
   
11,794
     
9,994
 
Accrued interest receivable
   
9,663
     
8,582
 
Insurance receivable
   
400
     
400
 
Premises, furniture, and equipment, net
   
17,269
     
17,664
 
Bank-owned life insurance
   
34,619
     
33,830
 
Foreclosed real estate and repossessed assets
   
116
     
116
 
Intangible assets
   
2,422
     
2,339
 
Prepaid assets
   
9,812
     
8,539
 
Deferred taxes
   
17,120
     
14,297
 
MPS accounts receivable
   
3,878
     
3,707
 
Assets held for sale
   
1,120
     
1,120
 
Other assets
   
1,005
     
1,691
 
 
               
Total assets
 
$
1,806,959
   
$
1,691,989
 
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
               
LIABILITIES
               
Non-interest-bearing checking
 
$
1,177,936
   
$
1,086,258
 
Interest-bearing checking
   
32,399
     
31,181
 
Savings deposits
   
26,279
     
26,229
 
Money market deposits
   
39,041
     
40,016
 
Time certificates of deposit
   
105,479
     
131,599
 
Total deposits
   
1,381,134
     
1,315,283
 
Advances from Federal Home Loan Bank
   
7,000
     
7,000
 
Federal funds purchased
   
235,000
     
190,000
 
Securities sold under agreements to repurchase
   
15,249
     
9,146
 
Subordinated debentures
   
10,310
     
10,310
 
Accrued interest payable
   
250
     
291
 
Contingent liability
   
331
     
331
 
Accrued expenses and other liabilities
   
15,046
     
16,644
 
Total liabilities
   
1,664,320
     
1,549,005
 
 
               
STOCKHOLDERS’ EQUITY
               
Preferred stock, 3,000,000 shares authorized, no shares issued or outstanding at December 31, 2013 and September 30, 2013, respectively Common stock, $.01 par value; 10,000,000 shares authorized,6,134,361 and 6,132,744 shares issued, 6,089,986 and 6,070,654 shares outstandingat December 31, 2013 and September 30, 2013, respectively
   
61
     
61
 
Additional paid-in capital
   
93,319
     
92,963
 
Retained earnings
   
74,479
     
71,268
 
Accumulated other comprehensive income (loss)
   
(24,493
)
   
(20,285
)
Treasury stock, 44,375 and 62,090 common shares, at cost, at December 31, 2013 and September 30, 2013, respectively
   
(727
)
   
(1,023
)
Total stockholders’ equity
   
142,639
     
142,984
 
 
               
Total liabilities and stockholders’ equity
 
$
1,806,959
   
$
1,691,989
 

See Notes to Condensed Consolidated Financial Statements.

META FINANCIAL GROUP, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in Thousands, Except Share and Per Share Data)

 
 
Three Months Ended
 
 
 
December 31,
 
 
 
   
 
 
 
2013
   
2012
 
 
 
   
 
Interest and dividend income:
 
   
 
Loans receivable, including fees
 
$
4,471
   
$
4,127
 
Mortgage-backed securities
   
3,683
     
2,934
 
Other investments
   
3,008
     
2,569
 
 
   
11,162
     
9,630
 
Interest expense:
               
Deposits
   
273
     
425
 
FHLB advances and other borrowings
   
376
     
408
 
 
   
649
     
833
 
 
               
Net interest income
   
10,513
     
8,797
 
 
               
Provision (recovery) for loan losses
   
-
     
-
 
 
               
Net interest income after provision for loan losses
   
10,513
     
8,797
 
 
               
Non-interest income:
               
Card fees
   
12,893
     
11,536
 
Gain (loss) on sale of securities available for sale, net (Includes ($1) reclassified from accumulated other comprehensive income for net gains on available for sale securities for the three months ended December 31, 2013)
   
(1
)
   
1,654
 
Bank-owned life insurance
   
289
     
125
 
Loan fees
   
207
     
268
 
Deposit fees
   
157
     
168
 
Gain (loss) on foreclosed real estate
   
3
     
(400
)
Other income
   
39
     
59
 
Total non-interest income
   
13,587
     
13,410
 
 
               
Non-interest expense:
               
Compensation and benefits
   
8,951
     
8,277
 
Card processing
   
4,245
     
3,685
 
Occupancy and equipment
   
2,051
     
2,021
 
Legal and consulting
   
1,383
     
920
 
Data processing
   
334
     
320
 
Marketing
   
220
     
270
 
Other expense
   
1,877
     
2,585
 
Total non-interest expense
   
19,061
     
18,078
 
 
               
Income before income tax expense
   
5,039
     
4,129
 
 
               
Income tax expense (Includes $0 income tax expense reclassified from accumulated other comprehensive income for the three months ended December 31, 2013)
   
1,037
     
1,004
 
 
               
Net income
 
$
4,002
   
$
3,125
 
 
               
Earnings per common share:
               
Basic
 
$
0.66
   
$
0.57
 
Diluted
 
$
0.65
   
$
0.57
 

See Notes to Condensed Consolidated Financial Statements.
META FINANCIAL GROUP, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(Dollars in Thousands)

 
 
Three Months Ended
 
 
 
December 31,
 
 
 
2013
   
2012
 
 
 
   
 
 
 
   
 
Net income
 
$
4,002
   
$
3,125
 
 
               
Other comprehensive income (loss):
               
Change in net unrealized gain (loss)on securities
   
(6,541
)
   
(3,143
)
Losses (gains) realized in net income
   
1
     
(1,654
)
 
   
(6,540
)
   
(4,797
)
Deferred income tax effect
   
(2,332
)
   
(1,835
)
Total other comprehensive income (loss)
   
(4,208
)
   
(2,962
)
Total comprehensive income (loss)
 
$
(206
)
 
$
163
 

See Notes to Condensed Consolidated Financial Statements.

META FINANCIAL GROUP, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
For the Three Months Ended December 31, 2013 and 2012
(Dollars in Thousands, Except Share and Per Share Data)

 
 
   
   
   
Accumulated
   
   
 
 
 
   
Additional
   
   
Other
   
   
Total
 
 
 
Common
   
Paid-in
   
Retained
   
Comprehensive
   
Treasury
   
Stockholders’
 
 
 
Stock
   
Capital
   
Earnings
   
Income (Loss)
   
Stock
   
Equity
 
 
 
   
   
   
   
   
 
Balance, September 30, 2012
 
$
56
   
$
78,769
   
$
60,776
   
$
8,513
   
$
(2,255
)
 
$
145,859
 
 
                                               
Cash dividends declared on common stock ($.39 per share)
   
-
     
-
     
(712
)
   
-
     
-
     
(712
)
 
                                               
Issuance of common shares from the sales of equity securities
   
-
     
(62
)
   
-
     
-
     
-
     
(62
)
 
                                               
Issuance of 37,846 common shares from treasury stock due to issuance of restricted stock
   
-
     
48
     
-
     
-
     
693
     
741
 
 
                                               
Stock compensation
   
-
     
5
     
-
     
-
     
-
     
5
 
 
                                               
Net change in unrealized losses on securities, net of income taxes
   
-
     
-
     
-
     
(2,962
)
   
-
     
(2,962
)
 
                                               
Net income
   
-
     
-
     
3,125
     
-
     
-
     
3,125
 
 
                                               
Balance, December 31, 2012
 
$
56
   
$
78,760
   
$
63,189
   
$
5,551
   
$
(1,562
)
 
$
145,994
 
 
                                               
 
                                               
Balance, September 30, 2013
 
$
61
   
$
92,963
   
$
71,268
   
$
(20,285
)
 
$
(1,023
)
 
$
142,984
 
 
                                               
Cash dividends declared on common stock ($0.13 per share)
   
-
     
-
     
(791
)
   
-
     
-
     
(791
)
 
                                               
Issuance of common shares from the sales of equity securities
   
-
     
(47
)
   
-
     
-
     
-
     
(47
)
 
                                               
Issuance of common shares from treasury stock due to exercise of stock options
   
-
     
401
     
-
     
-
     
296
     
697
 
 
                                               
Stock compensation
   
-
     
2
     
-
     
-
     
-
     
2
 
 
                                               
Net change in unrealized losses on securities, net of income taxes
   
-
     
-
     
-
     
(4,208
)
   
-
     
(4,208
)
 
                                               
Net income
   
-
     
-
     
4,002
     
-
     
-
     
4,002
 
 
                                               
Balance, December 31, 2013
 
$
61
   
$
93,319
   
$
74,479
   
$
(24,493
)
 
$
(727
)
 
$
142,639
 

See Notes to Condensed Consolidated Financial Statements.

META FINANCIAL GROUP, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in Thousands)

 
 
Three Months Ended December 31,
 
 
 
2013
   
2012
 
 
 
   
 
Cash flows from operating activities:
 
   
 
Net income
 
$
4,002
   
$
3,125
 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
               
Depreciation, amortization and accretion, net
   
4,446
     
5,057
 
Provision (recovery) for deferred taxes
   
(492
)
   
-
 
(Gain) loss on other assets
   
(29
)
   
(7
)
(Gain) loss on sale of securities available for sale, net
   
1
     
(1,654
)
Net change in accrued interest receivable
   
(1,081
)
   
(2,090
)
Net change in other assets
   
(1,687
)
   
(257
)
Net change in accrued interest payable
   
(41
)
   
41
 
Net change in accrued expenses and other liabilities
   
(1,598
)
   
(16,171
)
Net cash provided by (used in) operating activities
   
3,521
     
(11,956
)
 
               
Cash flows from investing activities:
               
Purchase of securities available for sale
   
(122,273
)
   
(363,998
)
Proceeds from sales of securities available for sale
   
4,596
     
110,516
 
Proceeds from maturities and principal repayments of securities available for sale
   
19,905
     
38,783
 
Purchase of securities held to maturity
   
(7,410
)
   
-
 
Proceeds from securities held to maturity
   
1,430
     
-
 
Purchase of bank owned life insurance
   
(500
)
   
(18,000
)
Loans purchased
   
(250
)
   
(1,075
)
Net change in loans receivable
   
(21,800
)
   
10,798
 
Proceeds from sales of foreclosed real estate
   
-
     
427
 
Federal Home Loan Bank stock purchases
   
(114,600
)
   
(116,901
)
Federal Home Loan Bank stock redemptions
   
112,800
     
107,646
 
Proceeds from the sale of premises and equipment
   
39
     
5
 
Purchase of premises and equipment
   
(471
)
   
(725
)
Other, net
   
-
     
1,835
 
Net cash provided by (used in) investing activities
   
(128,534
)
   
(230,689
)
 
               
Cash flows from financing activities:
               
Net change in checking, savings, and money market deposits
   
91,971
     
(47,756
)
Net change in time deposits
   
(26,120
)
   
(15,780
)
Repayment of FHLB and other borrowings
   
-
     
208,000
 
Proceeds from federal funds purchased
   
45,000
     
-
 
Net change in securities sold under agreements to repurchase
   
6,103
     
(14,097
)
Cash dividends paid
   
(791
)
   
(712
)
Stock compensation
   
2
     
5
 
Proceeds from issuance of common stock
   
650
     
679
 
Net cash provided by (used in) financing activities
   
116,815
     
130,339
 
 
               
Net change in cash and cash equivalents
   
(8,198
)
   
(112,306
)
 
               
Cash and cash equivalents at beginning of period
   
40,063
     
145,051
 
Cash and cash equivalents at end of period
 
$
31,865
   
$
32,745
 
 
               
Supplemental disclosure of cash flow information
               
Cash paid during the period for:
               
Interest
 
$
690
   
$
793
 
Income taxes
   
1,205
     
3,315
 

See Notes to Condensed Consolidated Financial Statements.

NOTE 1. BASIS OF PRESENTATION
 
The interim unaudited condensed consolidated financial statements contained herein should be read in conjunction with the audited consolidated financial statements and accompanying notes to the consolidated financial statements for the fiscal year ended September 30, 2013 included in Meta Financial Group, Inc.’s (“Meta Financial” or the “Company”) Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on December 16, 2013.  Accordingly, footnote disclosures which would substantially duplicate the disclosures contained in the audited consolidated financial statements have been omitted.
 
The financial information of the Company included herein has been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and has been prepared pursuant to the rules and regulations for reporting on Form 10-Q and Rule 10-01 of Regulation S-X.  Such information reflects all adjustments (consisting of normal recurring adjustments), that are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. The results of the three month period ended December 31, 2013, are not necessarily indicative of the results expected for the year ending September 30, 2014.
 
NOTE 2. CREDIT DISCLOSURES
 
The allowance for loan losses represents management’s estimate of probable loan losses which have been incurred as of the date of the consolidated financial statements.  The allowance for loan losses is increased by a provision for loan losses charged to expense and decreased by charge-offs (net of recoveries).  Estimating the risk of loss and the amount of loss on any loan is necessarily subjective.  Management’s periodic evaluation of the adequacy of the allowance is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions.  While management may periodically allocate portions of the allowance for specific problem loan situations, the entire allowance is available for any loan charge-offs that occur.
 
Loans are considered impaired if full principal or interest payments are not probable in accordance with the contractual loan terms.  Impaired loans are carried at the present value of expected future cash flows discounted at the loan’s effective interest rate or at the fair value of the collateral if the loan is collateral dependent.
 
The allowance consists of specific, general, and unallocated components.  The specific component relates to impaired loans.  For such loans, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.  The general component covers loans not considered impaired and is based on historical loss experience adjusted for qualitative factors.  An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses.  The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
 
Smaller-balance homogenous loans are collectively evaluated for impairment.  Such loans include residential first mortgage loans secured by one-to-four family residences, residential construction loans, and automobile, manufactured homes, home equity and second mortgage loans.  Commercial and agricultural loans and mortgage loans secured by other properties are evaluated individually for impairment.  When analysis of borrower operating results and financial condition indicates that underlying cash flows of the borrower’s business are not adequate to meet its debt service requirements, the loan is evaluated for impairment.  Often this is associated with a delay or shortfall in payments of 90 days or more.  Non-accrual loans and all troubled debt restructurings are considered impaired.  Impaired loans, or portions thereof, are charged off when deemed uncollectible.

Loans receivable at December 31, 2013 and September 30, 2013 are as follows:
 
 
 
December 31, 2013
   
September 30, 2013
 
 
 
(Dollars in Thousands)
 
 
 
   
 
One to four family residential mortgage loans
 
$
92,202
   
$
82,287
 
Commercial and multi-family real estate loans
   
204,246
     
192,786
 
Agricultural real estate loans
   
33,774
     
29,552
 
Consumer loans
   
27,895
     
30,314
 
Commercial operating loans
   
18,296
     
16,264
 
Agricultural operating loans
   
31,008
     
33,750
 
Total Loans Receivable
   
407,421
     
384,953
 
 
               
Less:
               
Allowance for loan losses
   
(4,258
)
   
(3,930
)
Net deferred loan origination fees
   
(685
)
   
(595
)
Total Loans Receivable, Net
 
$
402,478
   
$
380,428
 
 
Activity in the allowance for loan losses and balances of loans receivable by portfolio segment for the three month periods ended December 31, 2013 and 2012 is as follows:
 
 
 
1-4 Family Residential
   
Commercial and Multi-Family Real Estate
   
Agricultural Real Estate
   
Consumer
   
Commercial Operating
   
Agricultural Operating
   
Unallocated
   
Total
 
 
 
   
   
   
   
   
   
   
 
Three Months Ended December 31, 2013
 
   
   
   
   
   
   
   
 
 
 
   
   
   
   
   
   
   
 
Allowance for loan losses:
 
   
   
   
   
   
   
   
 
Beginning balance
 
$
333
   
$
1,937
   
$
112
   
$
74
   
$
49
   
$
267
   
$
1,158
   
$
3,930
 
Provision (recovery) for loan losses
   
8
     
(713
)
   
12
     
(2
)
   
7
     
(19
)
   
707
     
-
 
Loan charge offs
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Recoveries
   
-
     
328
     
-
     
-
     
-
     
-
     
-
     
328
 
Ending balance
 
$
341
   
$
1,552
   
$
124
   
$
72
   
$
56
   
$
248
   
$
1,865
   
$
4,258
 
 
                                                               
Ending balance: individually evaluated for impairment
   
25
     
421
     
-
     
-
     
-
     
-
     
-
     
446
 
Ending balance: collectively evaluated for impairment
   
316
     
1,131
     
124
     
72
     
56
     
248
     
1,865
     
3,812
 
Total
 
$
341
   
$
1,552
   
$
124
   
$
72
   
$
56
   
$
248
   
$
1,865
   
$
4,258
 
 
                                                               
Loans:
                                                               
Ending balance: individually evaluated for impairment
   
678
     
8,417
     
-
     
-
     
41
     
-
     
-
     
9,136
 
Ending balance: collectively evaluated for impairment
   
91,524
     
195,829
     
33,774
     
27,895
     
18,255
     
31,008
     
-
     
398,285
 
Total
 
$
92,202
   
$
204,246
   
$
33,774
   
$
27,895
   
$
18,296
   
$
31,008
   
$
-
   
$
407,421
 

 
 
1-4 Family Residential
   
Commercial and Multi-Family Real Estate
   
Agricultural Real Estate
   
Consumer
   
Commercial Operating
   
Agricultural Operating
   
Unallocated
   
Total
 
 
 
   
   
   
   
   
   
   
 
Three Months Ended December 31, 2012
 
   
   
   
   
   
   
   
 
 
 
   
   
   
   
   
   
   
 
Allowance for loan losses:
 
   
   
   
   
   
   
   
 
Beginning balance
 
$
193
   
$
3,113
   
$
1
   
$
3
   
$
49
   
$
-
   
$
612
   
$
3,971
 
Provision (recovery) for loan losses
   
(5
)
   
(235
)
   
-
     
-
     
1
     
18
     
221
     
-
 
Loan charge offs
   
-
     
(8
)
   
-
     
-
     
-
     
-
     
-
     
(8
)
Recoveries
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Ending balance
 
$
188
   
$
2,870
   
$
1
   
$
3
   
$
50
   
$
18
   
$
833
   
$
3,963
 
 
                                                               
Ending balance: individually evaluated for impairment
   
10
     
443
     
-
     
-
     
-
     
-
     
-
     
453
 
Ending balance: collectively evaluated for impairment
   
178
     
2,427
     
1
     
3
     
50
     
18
     
833
     
3,510
 
Total
 
$
188
   
$
2,870
   
$
1
   
$
3
   
$
50
   
$
18
   
$
833
   
$
3,963
 
 
                                                               
Loans:
                                                               
Ending balance: individually evaluated for impairment
   
351
     
8,798
     
-
     
-
     
16
     
-
     
-
     
9,165
 
Ending balance: collectively evaluated for impairment
   
55,613
     
168,086
     
23,446
     
30,736
     
13,553
     
20,926
     
-
     
312,360
 
Total
 
$
55,964
   
$
176,884
   
$
23,446
   
$
30,736
   
$
13,569
   
$
20,926
   
$
-
   
$
321,525
 

Federal regulations provide for the classification of loans and other assets such as debt and equity securities considered by our regulator, the Office of the Comptroller of the Currency (the “OCC”), to be of lesser quality as “substandard,” “doubtful” or “loss.”  An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  “Substandard” assets include those characterized by the “distinct possibility” that the Bank will sustain “some loss” if the deficiencies are not corrected.  Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.”  Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as “bankable” assets is not warranted and that “it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be effected in the future.”
 
General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets.  When assets are classified as “loss,” the Bank is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge-off such amount.  The Bank’s determinations as to the classification of its assets and the amount of its valuation allowances are subject to review by its regulatory authorities, who may order the establishment of additional general or specific loss allowances.
 
The Company recognizes that concentrations of credit may naturally occur and may take the form of a large volume of related loans to an individual, a specific industry, a geographic location, or an occupation.  Credit concentration is a direct, indirect, or contingent obligation that has a common bond where the aggregate exposure equals or exceeds a certain percentage of the Bank’s Tier 1 Capital plus the Allowance for Loan Losses.

The asset classification of loans at December 31, 2013 and September 30, 2013 are as follows:

December 31, 2013
 
   
   
   
   
   
   
 
 
 
1-4 Family Residential
   
Commercial and Multi-Family Real Estate
   
Agricultural Real Estate
   
Consumer
   
Commercial Operating
   
Agricultural Operating
   
Total
 
 
 
   
   
   
   
   
   
 
Pass
 
$
91,596
   
$
192,886
   
$
30,572
   
$
27,895
   
$
18,119
   
$
23,906
   
$
384,974
 
Watch
   
277
     
4,025
     
3,202
     
-
     
177
     
1,858
     
9,539
 
Special Mention
   
84
     
3,195
     
-
     
-
     
-
     
5,244
     
8,523
 
Substandard
   
245
     
4,140
     
-
     
-
     
-
     
-
     
4,385
 
Doubtful
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
 
 
$
92,202
   
$
204,246
   
$
33,774
   
$
27,895
   
$
18,296
   
$
31,008
   
$
407,421
 
 
September 30, 2013
                                                       
 
 
1-4 Family Residential
   
Commercial and Multi-Family Real Estate
   
Agricultural Real Estate
   
Consumer
   
Commercial Operating
   
Agricultural Operating
   
Total
 
 
                                                       
Pass
 
$
81,719
   
$
177,513
   
$
26,224
   
$
30,314
   
$
16,251
   
$
26,362
   
$
358,383
 
Watch
   
239
     
7,791
     
3,328
     
-
     
13
     
1,690
     
13,061
 
Special Mention
   
84
     
102
     
-
     
-
     
-
     
5,698
     
5,884
 
Substandard
   
245
     
7,380
     
-
     
-
     
-
     
-
     
7,625
 
Doubtful
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
 
 
$
82,287
   
$
192,786
   
$
29,552
   
$
30,314
   
$
16,264
   
$
33,750
   
$
384,953
 

The loan classification and risk rating definitions are as follows:

Pass- A pass asset is of sufficient quality in terms of repayment, collateral and management to preclude a special mention or an adverse rating.

Watch- A watch asset is generally credit performing well under current terms and conditions but with identifiable weakness meriting additional scrutiny and corrective measures.  Watch is not a regulatory classification but can be used to designate assets that are exhibiting one or more weaknesses that deserve management’s attention.  These assets are of better quality than special mention assets.

Special Mention- Special mention assets are credits with potential weaknesses deserving management’s close attention and if left uncorrected, may result in deterioration of the repayment prospects for the asset.  Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.  Special mention is a temporary status with aggressive credit management required to garner adequate progress and move to watch or higher.

The adverse classifications are as follows:

Substandard- A substandard asset is inadequately protected by the net worth and/or repayment ability or by a weak collateral position.  Assets so classified will have well-defined weaknesses creating a distinct possibility the Bank will sustain some loss if the weaknesses are not corrected.  Loss potential does not have to exist for an asset to be classified as substandard.
Doubtful- A doubtful asset has weaknesses similar to those classified substandard, with the degree of weakness causing the likely loss of some principal in any reasonable collection effort.  Due to pending factors the asset’s classification as loss is not yet appropriate.

Loss- A loss asset is considered uncollectible and of such little value that the asset’s continuance on the Bank’s balance sheet is no longer warranted.  This classification does not necessarily mean an asset has no recovery or salvage value leaving room for future collection efforts.

One- to Four-Family Residential Mortgage Lending.   One- to four-family residential mortgage loan originations are generated by the Company’s marketing efforts, its present customers, walk-in customers and referrals.  The Company offers fixed-rate and adjustable rate mortgage (“ARM”) loans for both permanent structures and those under construction.  The Company’s one- to four-family residential mortgage originations are secured primarily by properties located in its primary market area and surrounding areas.\
 
The Company originates one- to four-family residential mortgage loans with terms up to a maximum of 30-years and with loan-to-value ratios up to 100% of the lesser of the appraised value of the security property or the contract price.  The Company generally requires that private mortgage insurance be obtained in an amount sufficient to reduce the Company’s exposure to at or below the 80% loan‑to‑value level, unless the loan is insured by the Federal Housing Administration, guaranteed by Veterans Affairs or guaranteed by the Rural Housing Administration.  Residential loans generally do not include prepayment penalties.
 
The Company currently offers one, three, five, seven and ten year ARM loans.  These loans have a fixed-rate for the stated period and, thereafter, such loans adjust annually.  These loans generally provide for an annual cap of up to 200 basis points and a lifetime cap of 600 basis points over the initial rate.  As a consequence of using an initial fixed-rate and caps, the interest rates on these loans may not be as rate sensitive as the Company’s cost of funds.  The Company’s ARMs do not permit negative amortization of principal and are not convertible into a fixed rate loan.  The Company’s delinquency experience on its ARM loans has generally been similar to its experience on fixed-rate residential loans.  The current low mortgage interest rate environment makes ARM loans relatively unattractive and very few are currently being originated.
 
Due to consumer demand, the Company also offers fixed-rate mortgage loans with terms up to 30 years, most of which conform to secondary market, i.e., Fannie Mae, Ginnie Mae, and Freddie Mac standards.  Interest rates charged on these fixed-rate loans are competitively priced according to market conditions.
 
In underwriting one- to four-family residential real estate loans, the Company evaluates both the borrower’s ability to make monthly payments and the value of the property securing the loan.  Properties securing real estate loans made by the Company are appraised by independent appraisers approved by the Board of Directors.  The Company generally requires borrowers to obtain an attorney’s title opinion or title insurance, and fire and property insurance (including flood insurance, if necessary) in an amount not less than the amount of the loan.  Real estate loans originated by the Company generally contain a “due on sale” clause allowing the Company to declare the unpaid principal balance due and payable upon the sale of the security property.  The Company has not engaged in sub-prime residential mortgage originations.
 
Commercial and Multi-Family Real Estate Lending.  The Company engages in commercial and multi-family real estate lending in its primary market area and surrounding areas and, in order to supplement its loan portfolio, has purchased whole loan and participation interests in loans from other financial institutions.  The purchased loans and loan participation interests are generally secured by properties located in the Midwest and West.
 
The Company’s commercial and multi-family real estate loan portfolio is secured primarily by apartment buildings, office buildings, and hotels.  Commercial and multi-family real estate loans generally are underwritten with terms that do not exceed 20 years, have loan-to-value ratios of up to 80% of the appraised value of the security property, and are typically secured by personal guarantees of the borrowers.  The Company has a variety of rate adjustment features and other terms in its commercial and multi-family real estate loan portfolio.  Commercial and multi-family real estate loans provide for a margin over a number of different indices.  In underwriting these loans, the Company currently analyzes the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the property securing the loan.  Appraisals on properties securing commercial real estate loans originated by the Company are performed by independent appraisers.
Commercial and multi-family real estate loans generally present a higher level of risk than loans secured by one- to four-family residences.  This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effect of general economic conditions on income producing properties and the increased difficulty of evaluating and monitoring these types of loans.  Furthermore, the repayment of loans secured by commercial and multi-family real estate is typically dependent upon the successful operation of the related real estate project.  If the cash flow from the project is reduced (for example, if leases are not obtained or renewed, or a bankruptcy court modifies a lease term, or a major tenant is unable to fulfill its lease obligations), the borrower’s ability to repay the loan may be impaired.
 
Agricultural Lending.  The Company originates loans to finance the purchase of farmland, livestock, farm machinery and equipment, seed, fertilizer and other farm-related products.  Agricultural operating loans are originated at either an adjustable or fixed-rate of interest for up to a one year term or, in the case of livestock, upon sale.  Such loans provide for payments of principal and interest at least annually or a lump sum payment upon maturity if the original term is less than one year.  Loans secured by agricultural machinery are generally originated as fixed-rate loans with terms of up to seven years.
 
Agricultural real estate loans are frequently originated with adjustable rates of interest.  Generally, such loans provide for a fixed rate of interest for the first five to ten years, which then balloon or adjust annually thereafter.  In addition, such loans generally amortize over a period of 20 to 25 years.  Fixed-rate agricultural real estate loans generally have terms up to ten years.  Agricultural real estate loans are generally limited to 75% of the value of the property securing the loan.
 
Agricultural lending affords the Company the opportunity to earn yields higher than those obtainable on one- to four-family residential lending.  Agricultural lending involves a greater degree of risk than one- to four-family residential mortgage loans because of the typically larger loan amount.  In addition, payments on loans are dependent on the successful operation or management of the farm property securing the loan or for which an operating loan is utilized.  The success of the loan may also be affected by many factors outside the control of the borrower.
 
Weather presents one of the greatest risks as hail, drought, floods, or other conditions, can severely limit crop yields and thus impair loan repayments and the value of the underlying collateral.  This risk can be reduced by the farmer with a variety of insurance coverages which can help to ensure loan repayment.  Government support programs and the Company generally require that farmers procure crop insurance coverage.  Grain and livestock prices also present a risk as prices may decline prior to sale resulting in a failure to cover production costs.  These risks may be reduced by the farmer with the use of futures contracts or options to mitigate price risk.  The Company frequently requires borrowers to use futures contracts or options to reduce price risk and help ensure loan repayment.  Another risk is the uncertainty of government programs and other regulations.  During periods of low commodity prices, the income from government programs can be a significant source of cash for the borrower to make loan payments, and if these programs are discontinued or significantly changed, cash flow problems or defaults could result.  Finally, many farms are dependent on a limited number of key individuals upon whose injury or death may result in an inability to successfully operate the farm.
 
Consumer Lending – Retail Bank.  The Company, through the auspices of its “Retail Bank” (generally referring to the Company’s operations in our four market areas discussed above), originates a variety of secured consumer loans, including home equity, home improvement, automobile, boat and loans secured by savings deposits.  In addition, the Retail Bank offers other secured and unsecured consumer loans.  The Retail Bank currently originates most of its consumer loans in its primary market area and surrounding areas.
The largest component of the Retail Bank’s consumer loan portfolio consists of home equity loans and lines of credit.  Substantially all of the Retail Bank’s home equity loans and lines of credit are secured by second mortgages on principal residences.  The Retail Bank will lend amounts which, together with all prior liens, may be up to 90% of the appraised value of the property securing the loan.  Home equity loans and lines of credit generally have maximum terms of five years.
 
The Retail Bank primarily originates automobile loans on a direct basis.  Direct loans are loans made when the Retail Bank extends credit directly to the borrower, as opposed to indirect loans, which are made when the Retail Bank purchases loan contracts, often at a discount, from automobile dealers which have extended credit to their customers.  The Bank’s automobile loans typically are originated at fixed interest rates with terms up to 60 months for new and used vehicles.  Loans secured by automobiles are generally originated for up to 80% of the N.A.D.A. book value of the automobile securing the loan.
 
Consumer loan terms vary according to the type and value of collateral, length of contract and creditworthiness of the borrower.  The underwriting standards employed by the Bank for consumer loans include an application, a determination of the applicant’s payment history on other debts and an assessment of ability to meet existing obligations and payments on the proposed loan.  Although creditworthiness of the applicant is a primary consideration, the underwriting process also includes a comparison of the value of the security, if any, in relation to the proposed loan amount.
 
Consumer loans may entail greater credit risk than residential mortgage loans, particularly in the case of consumer loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles or recreational equipment.  In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation.  In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus more likely to be affected by adverse personal circumstances.  Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.
 
Consumer Lending- Meta Payment Systems (“MPS”).  MPS offers portfolio lending on a nationwide basisMPS has a loan committee consisting of members of Executive Management.  This committee, known as the MPS Credit Committee, is charged with monitoring, evaluating, and reporting portfolio performance and the overall credit risk posed by its credit products. All proposed credit programs must first be reviewed and approved by the committee before such programs are presented to the Bank’s Board of Directors for approval.  The Board of Directors of the Bank is ultimately responsible for final approval of any credit program and, under the terms of a Consent Order, must seek prior permission from the Bank’s primary federal regulator to originate new credit programs.
 
The Company believes that well-managed, nationwide credit programs can help meet legitimate credit needs for prime and sub-prime borrowers, and affords the Company an opportunity to diversify the loan portfolio and minimize earnings exposure due to economic downturns.  Therefore, subject to the Consent Order referenced above, MPS designs and administers certain credit programs that seek to accomplish these objectives.
 
MPS strives to offer consumers innovative payment products, including credit products.  Most credit products have fallen into the category of portfolio lending.  MPS continues to work on new alternative portfolio lending products striving to serve its core customer base and provide unique and innovative lending solutions to the unbanked and under-banked segment.  This effort has been supported by recent enhancements to the MPS Credit Policy for Portfolio Lending Programs.
 
A Portfolio Credit Policy which has been approved by the Board of Directors governs portfolio credit initiatives undertaken by MPS, whereby the Company retains some or all receivables and relies on the borrower as the underlying source of repayment.  Several portfolio lending programs also have a contractual provision that requires the Bank to be indemnified for credit losses that meet or exceed predetermined levels.  Such a program carries additional risks not commonly found in sponsorship programs, specifically funding and credit risk.  Therefore, MPS strives to employ policies, procedures, and information systems that it believes are commensurate with the added risk and exposure.  Our third party relationship programs have been limited to third party relationships in existence at the time the directives were issued, absent prior approval to engage in new relationships.
The MPS Credit Committee is responsible for monitoring, identifying and evaluating the credit concentrations attributable to MPS, to determine the potential risk to the Bank.  An evaluation includes the following:
 
· A recommendation regarding additional controls needed to mitigate the concentration exposure.
 
· A limitation or cap placed on the size of the concentration.
 
· The potential necessity for increased capital and/or credit reserves to cover the increased risk caused by the concentration(s).
 
· A strategy to reduce to acceptable levels those concentration(s) that are determined to create undue risk to the Bank.
 
Pursuant to the terms of its Consent Order, the Bank adopted a new concentration policy including enhanced risk analysis, monitoring and management for its respective concentration limits.
 
Commercial Operating LendingThe Company also originates commercial operating loans.  Most of the Company’s commercial operating loans have been extended to finance local and regional businesses and include short-term loans to finance machinery and equipment purchases, inventory and accounts receivable.  Commercial loans also involve the extension of revolving credit for a combination of equipment acquisitions and working capital in expanding companies.
 
The maximum term for loans extended on machinery and equipment is based on the projected useful life of such machinery and equipment.  Generally, the maximum term on non-mortgage lines of credit is one year.  The loan-to-value ratio on such loans and lines of credit generally may not exceed 80% of the value of the collateral securing the loan.  The Company’s commercial operating lending policy includes credit file documentation and analysis of the borrower’s character, capacity to repay the loan, the adequacy of the borrower’s capital and collateral as well as an evaluation of conditions affecting the borrower.  Analysis of the borrower’s past, present and future cash flows is also an important aspect of the Company’s current credit analysis.  Nonetheless, such loans are believed to carry higher credit risk than more traditional lending activities.
 
Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and other income and which are secured by real property whose value tends to be more easily ascertainable, commercial operating loans typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business.  As a result, the availability of funds for the repayment of commercial operating loans may be substantially dependent on the success of the business itself (which, in turn, is likely to be dependent upon the general economic environment).  The Company’s commercial operating loans are usually, but not always, secured by business assets and personal guarantees.  However, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business.
 
Generally, when a loan becomes delinquent 90 days or more or when the collection of principal or interest becomes doubtful, the Company will place the loan on a non-accrual status and, as a result, previously accrued interest income on the loan is reversed against current income.  The loan will remain on a non-accrual status until the loan becomes current and has demonstrated a sustained period of satisfactory performance.
Past due loans at December 31, 2013 and September 30, 2013 are as follows:
 
December 31, 2013
 
30-59 Days Past Due
   
60-89 Days Past Due
   
Greater Than 90 Days
   
Total Past Due
   
Current
   
Non-Accrual Loans
   
Total Loans Receivable
 
 
 
   
   
   
   
   
   
 
Residential 1-4 Family
 
$
72
   
$
-
   
$
-
   
$
72
   
$
91,846
   
$
284
   
$
92,202
 
Commercial Real Estate and Multi-Family
   
-
     
-
     
-
     
-
     
203,927
     
319
     
204,246
 
Agricultural Real Estate
   
-
     
-
     
-
     
-
     
33,774
     
-
     
33,774
 
Consumer
   
31
     
5
     
4
     
40
     
27,855
     
-
     
27,895
 
Commercial Operating
   
-
     
-
     
-
     
-
     
18,290
     
6
     
18,296
 
Agricultural Operating
   
-
     
-
     
-
     
-
     
31,008
     
-
     
31,008
 
Total
 
$
103
   
$
5
   
$
4
   
$
112
   
$
406,700
   
$
609
   
$
407,421
 

September 30, 2013
 
30-59 Days Past Due
   
60-89 Days Past Due
   
Greater Than 90 Days
   
Total Past Due
   
Current
   
Non-Accrual Loans
   
Total Loans Receivable
 
 
 
   
   
   
   
   
   
 
Residential 1-4 Family
 
$
53
   
$
-
   
$
245
   
$
298
   
$
81,744
   
$
245
   
$
82,287
 
Commercial Real Estate and Multi-Family
   
102
     
-
     
107
     
209
     
192,150
     
427
     
192,786
 
Agricultural Real Estate
   
1,169
     
-
     
-
     
1,169
     
28,383
     
-
     
29,552
 
Consumer
   
29
     
21
     
13
     
63
     
30,251
     
-
     
30,314
 
Commercial Operating
   
-
     
-
     
-
     
-
     
16,257
     
7
     
16,264
 
Agricultural Operating
   
-
     
-
     
-
     
-
     
33,750
     
-
     
33,750
 
Total
 
$
1,353
   
$
21
   
$
365
   
$
1,739
   
$
382,535
   
$
679
   
$
384,953
 

Impaired loans at December 31, 2013 and September 30, 2013 are as follows:

 
 
Recorded Balance
   
Unpaid Principal Balance
   
Specific Allowance
 
December 31, 2013
 
   
   
 
 
 
   
   
 
Loans without a specific valuation allowance
 
   
   
 
Residential 1-4 Family
 
$
397
   
$
397
   
$
-
 
Commercial Real Estate and Multi-Family
   
3,949
     
3,949
     
-
 
Agricultural Real Estate
   
-
     
-
     
-
 
Consumer
   
-
     
-
     
-
 
Commercial Operating
   
41
     
56
     
-
 
Agricultural Operating
   
-
     
-
     
-
 
Total
 
$
4,387
   
$
4,402
   
$
-
 
Loans with a specific valuation allowance
                       
Residential 1-4 Family
 
$
281
   
$
281
   
$
25
 
Commercial Real Estate and Multi-Family
   
4,468
     
4,468
     
421
 
Agricultural Real Estate
   
-
     
-
     
-
 
Consumer
   
-
     
-
     
-
 
Commercial Operating
   
-
     
-
     
-
 
Agricultural Operating
   
-
     
-
     
-
 
Total
 
$
4,749
   
$
4,749
   
$
446
 

 
 
Recorded Balance
   
Unpaid Principal Balance
   
Specific Allowance
 
September 30, 2013
 
   
   
 
 
 
   
   
 
Loans without a specific valuation allowance
 
   
   
 
Residential 1-4 Family
 
$
359
   
$
359
   
$
-
 
Commercial Real Estate and Multi-Family
   
4,527
     
4,535
     
-
 
Agricultural Real Estate
   
-
     
-
     
-
 
Consumer
   
-
     
-
     
-
 
Commercial Operating
   
45
     
60
     
-
 
Agricultural Operating
   
-
     
-
     
-
 
Total
 
$
4,931
   
$
4,954
   
$
-
 
Loans with a specific valuation allowance
                       
Residential 1-4 Family
 
$
282
   
$
282
   
$
25
 
Commercial Real Estate and Multi-Family
   
2,107
     
2,107
     
404
 
Agricultural Real Estate
   
-
     
-
     
-
 
Consumer
   
-
     
-
     
-
 
Commercial Operating
   
-
     
-
     
-
 
Agricultural Operating
   
-
     
-
     
-
 
Total
 
$
2,389
   
$
2,389
   
$
429
 

The following table provides the average recorded investment in impaired loans for the three month periods ended December 31, 2013 and 2012.
 
 
 
Three Months Ended December 31,
 
 
 
2013
   
2012
 
 
 
Average Recorded Investment
   
Average Recorded Investment
 
 
 
   
 
 
 
   
 
Residential 1-4 Family
 
$
653
   
$
446
 
Commercial Real Estate and Multi-Family
   
7,228
     
8,969
 
Agricultural Real Estate
   
-
     
-
 
Consumer
   
-
     
1
 
Commercial Operating
   
44
     
34
 
Agricultural Operating
   
-
     
-
 
Total
 
$
7,925
   
$
9,450
 

The Company’s troubled debt restructurings (“TDR”) typically involve forgiving a portion of interest or principal on existing loans or making loans at a rate materially less than current market rates. There were no loans modified in a TDR during the three month periods ended December 31, 2013 and 2012.  Additionally, there were no TDR loans for which there was a payment default during the three month periods ended December 31, 2013 and 2012 that had been modified during the 12-month period prior to the default.
NOTE 3. ALLOWANCE FOR LOAN LOSSES
 
At December 31, 2013, the Company’s allowance for loan losses was $4.3 million, an increase of $0.4 million from $3.9 million at September 30, 2013.  During the three months ended December 31, 2013, the Company did not record a provision for loan loss, as the Company’s analysis indicated the balance in the allowance for loan losses reflected probable losses in the loan portfolio.
 
The allowance for loan losses represents management’s estimate of probable loan losses which have been incurred as of the date of the consolidated financial statements.  The allowance for loan losses is increased by a provision for loan losses charged to expense and decreased by charge-offs (net of recoveries).  Estimating the risk of loss and the amount of loss on any loan is necessarily subjective.  Management’s periodic evaluation of the adequacy of the allowance is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions.  While management may periodically allocate portions of the allowance for specific problem loan situations, the entire allowance is available for any loan charge-offs that occur.
 
The Company establishes its provision for loan losses, and evaluates the adequacy of its allowance for loan losses based upon a systematic methodology consisting of a number of factors including, among others, historic loss experience, the overall level of classified assets, non-performing loans, TDR loans, the composition of its loan portfolio and the general economic environment within which the Company and its borrowers operate.

Management closely monitors economic developments both regionally and nationwide, and considers these factors when assessing the adequacy of its allowance for loan losses.  The economic slowdown, which recently has shown some signs of abating, continues to strain the financial condition of some borrowers.  Management therefore believes that future losses in the residential portfolio may be somewhat higher than historical experience.  It should be noted that a sizeable portion of the Company’s consumer loan portfolio is secured by residential real estate.  Over the past three years, loss rates in the commercial and multi-family real estate market have remained moderate.  Management believes that future losses in this portfolio may be somewhat higher than recent historical experience.  Loss rates in the agricultural real estate and agricultural operating loan portfolios have been minimal in the past three years primarily due to higher commodity prices as well as above average yields which have created positive economic conditions for most farmers in our markets.  Nonetheless, management still expects that future losses in this portfolio, which have been very low, could be higher than recent historical experience.  Management believes that various levels of drought weather conditions within our markets have the potential to negatively impact potential yields which would have a negative economic effect on our agricultural markets.  In addition, management believes the continuing low growth environment may also negatively impact consumers’ repayment capacities.
 
The allowance for loan losses established by MPS results from an estimation process that evaluates relevant characteristics of its credit portfolio(s).  MPS also considers other internal and external environmental factors such as changes in operations or personnel and economic events that may affect the adequacy of the allowance for credit losses. Adjustments to the allowance for loan losses are recorded periodically based on the result of this estimation process.  The exact methodology to determine the allowance for loan losses for each program will not be identical. Each program may have differing attributes including such factors as levels of risk, definitions of delinquency and loss, inclusion/exclusion of credit bureau criteria, roll rate migration dynamics, and other factors. Similarly, the additional capital required to offset the increased risk in subprime lending activities may vary by credit program. Each program is evaluated separately.

Management believes that, based on a detailed review of the loan portfolio, historic loan losses, current economic conditions, the size of the loan portfolio, and other factors, the current level of the allowance for loan losses at December 31, 2013 reflects an appropriate allowance against probable losses from the loan portfolio. Although the Company maintains its allowance for loan losses at a level that it considers to be adequate, investors and others are cautioned that there can be no assurance that future losses will not exceed estimated amounts, or that additional provisions for loan losses will not be required in future periods. In addition, the Company's determination of the allowance for loan losses is subject to review by its regulatory agencies, the OCC and the Federal Reserve, which can require the establishment of additional general or specific allowances.
NOTE 4. EARNINGS PER COMMON SHARE (“EPS”)
 
Basic EPS is based on the net income divided by the weighted average number of common shares outstanding during the period.  Allocated Employee Stock Ownership Plan (“ESOP”) shares are considered outstanding for EPS calculations, as they are committed to be released; unallocated ESOP shares are not considered outstanding.  All ESOP shares were allocated as of December 31, 2013 and September 30, 2013.  Diluted EPS shows the dilutive effect of additional common shares issuable pursuant to stock option agreements.
 
A reconciliation of net income and common stock share amounts used in the computation of basic and diluted EPS for the three months ended December 31, 2013 and 2012 is presented below.
 
Three Months Ended December 31,
 
2013
   
2012
 
(Dollars in Thousands, Except Share and Per Share Data)
 
   
 
 
 
   
 
Earnings
 
   
 
Net Income
 
$
4,002
   
$
3,125
 
 
               
Basic EPS
               
Weighted average common shares outstanding
   
6,078,457
     
5,462,154
 
Less weighted average nonvested shares
   
(4,247
)
   
-
 
Weighted average common shares outstanding
   
6,074,210
     
5,462,154
 
 
               
Earnings Per Common Share
               
Basic
 
$
0.66
   
$
0.57
 
 
               
Diluted EPS
               
Weighted average common shares outstanding for basic earnings per common share
   
6,074,210
     
5,462,154
 
Add dilutive effect of assumed exercises of stock options, net of tax benefits
   
96,738
     
36,346
 
Weighted average common and dilutive potential common shares outstanding
   
6,170,948
     
5,498,500
 
 
               
Earnings Per Common Share
               
Diluted
 
$
0.65
   
$
0.57
 

Stock options totaling 30,899 and 141,751 were not considered in computing diluted EPS for the three months ended December 31, 2013 and 2012, respectively, because they were not dilutive.
NOTE 5.
SECURITIES
 
The amortized cost, gross unrealized gains and losses and estimated fair values of available for sale and held to maturity securities at December 31, 2013 and September 30, 2013 are presented below.
 
Available For Sale
 
   
   
   
 
 
 
   
Gross
   
Gross
   
 
December 31, 2013
 
Amortized Cost
   
Unrealized Gains
   
Unrealized (Losses)
   
Fair Value
 
 
 
(Dollars in Thousands)
 
Debt securities
 
   
   
   
 
Trust preferred and corporate securities
 
$
55,898
   
$
183
   
$
(4,405
)
 
$
51,676
 
Small Business Administration securities
   
30,026
     
347
     
(102
)
   
30,271
 
Obligations of states and political subdivisions
   
1,869
     
-
     
(155
)
   
1,714
 
Non-bank qualified obligations of states and political subdivisions
   
299,277
     
2
     
(18,794
)
   
280,485
 
Common equities and mutual funds
   
542
     
265
     
(11
)
   
796
 
Mortgage-backed securities
   
624,361
     
2,557
     
(21,531
)
   
605,387
 
Total debt securities
 
$
1,011,973
   
$
3,354
   
$
(44,998
)
 
$
970,329
 

 
 
   
Gross
   
Gross
   
 
September 30, 2013
 
Amortized Cost
   
Unrealized Gains
   
Unrealized (Losses)
   
Fair Value
 
 
 
(Dollars in Thousands)
 
Debt securities
 
   
   
   
 
Trust preferred and corporate securities
 
$
52,897
   
$
136
   
$
(4,249
)
 
$
48,784
 
Small Business Administration securities
   
10,099
     
482
     
-
     
10,581
 
Obligations of states and political subdivisions
   
1,880
     
-
     
(153
)
   
1,727
 
Non-bank qualified obligations of states and political subdivisions
   
255,189
     
-
     
(16,460
)
   
238,729
 
Mortgage-backed securities
   
596,343
     
3,968
     
(18,939
)
   
581,372
 
Total debt securities
 
$
916,408
   
$
4,586
   
$
(39,801
)
 
$
881,193
 

Held to Maturity
 
   
   
   
 
 
 
   
Gross
   
Gross
   
Estimated
 
December 31, 2013
 
Amortized Cost
   
Unrealized Gains
   
Unrealized (Losses)
   
Fair Value
 
 
 
(Dollars in Thousands)
 
Debt securities
 
   
   
   
 
Agency and instrumentality securities
 
$
10,001
   
$
-
   
$
(634
)
 
$
9,367
 
Obligations of states and political subdivisions
   
20,621
     
9
     
(1,340
)
   
19,290
 
Non-bank qualified obligations of states and political subdivisions
   
187,237
     
-
     
(13,374
)
   
173,863
 
Mortgage-backed securities
   
75,210
     
-
     
(4,622
)
   
70,588
 
Total debt securities
 
$
293,069
   
$
9
   
$
(19,970
)
 
$
273,108
 

 
 
   
Gross
   
Gross
   
Estimated
 
September 30, 2013
 
Amortized Cost
   
Unrealized Gains
   
Unrealized (Losses)
   
Fair Value
 
 
 
(Dollars in Thousands)
 
Debt securities
 
   
   
   
 
Agency and instrumentality securities
 
$
10,003
   
$
-
   
$
(390
)
 
$
9,613
 
Obligations of states and political subdivisions
   
19,549
     
13
     
(1,220
)
   
18,342
 
Non-bank qualified obligations of states and political subdivisions
   
181,547
     
-
     
(12,085
)
   
169,462
 
Mortgage-backed securities
   
76,927
     
-
     
(3,826
)
   
73,101
 
Total debt securities
 
$
288,026
   
$
13
   
$
(17,521
)
 
$
270,518
 

Included in securities available for sale are trust preferred securities as follows:
 
At December 31, 2013
 
   
   
   
   
 
 
 
Amortized
   
   
Unrealized
     
S&P
 
 
Moody's
 
Issuer(1)
 
Cost
   
Fair Value
   
(Loss)
   
Credit Rating
   
Credit Rating
 
 
 
(Dollars in Thousands)
           
 
 
 
   
   
           
 
Key Corp. Capital I
 
$
4,985
   
$
4,099
   
$
(886
)
   
BBB-
     
Baa3
 
Huntington Capital Trust II SE
   
4,976
     
4,050
     
(926
)
   
BB+
     
Baa3
 
PNC Capital Trust
   
4,960
     
4,150
     
(810
)
   
BBB
     
Baa2
 
Wells Fargo (Corestates Capital) Trust
   
4,410
     
4,050
     
(360
)
   
A-
     
A3
 
Total
 
$
19,331
   
$
16,349
   
$
(2,982
)
               
 

(1)
Trust preferred securities are single-issuance.  There are no known deferrals, defaults or excess subordination.

 
 
   
   
   
   
 
 
 
   
   
   
   
 
At September 30, 2013
 
   
   
   
   
 
 
 
Amortized
   
   
Unrealized
     
S&P
 
 
Moody's
 
Issuer(1)
 
Cost
   
Fair Value
   
(Loss)
   
Credit Rating
   
Credit Rating
 
 
 
(Dollars in Thousands)
           
 
 
 
   
   
           
 
Key Corp. Capital I
 
$
4,984
   
$
4,100
   
$
(884
)
   
BBB-
     
Baa3
 
Huntington Capital Trust II SE
   
4,976
     
4,075