MISSISSIPPI LAND BANK, ACA Quarterly Report Third Quarter

Transcription

1 MISSISSIPPI LAND BANK, ACA 2014 Quarterly Report Third Quarter For the Quarter Ended September 30,

2 REPORT OF MANAGEMENT The undersigned certify that we have reviewed this report, that it has been prepared in accordance with all applicable statutory or regulatory requirements, and that the information contained herein is true, accurate and complete to the best of our knowledge and belief. 2

3 MISSISSIPPI LAND BANK, ACA MANAGEMENT S DISCUSSION AND ANALYSIS The following commentary reviews the financial performance of the Mississippi Land Bank, ACA (Agricultural Credit Association), referred to as the Association, for the quarter ended September 30, These comments should be read in conjunction with the accompanying financial statements and the December 31, 2013 Annual Report to Stockholders. The Association is a member of the Farm Credit System (System), a nationwide network of cooperatively owned financial institutions established by and subject to the provisions of the Farm Credit Act of 1971, as amended (Act), and the regulations of the Farm Credit Administration (FCA) promulgated thereunder. The consolidated financial statements comprise the operations of the ACA and its wholly-owned subsidiaries. The consolidated financial statements were prepared under the oversight of the Association s audit committee. Significant Events: During the third quarter of 2014 the Association sold an acquired property, resulting in a gain of $1,227,063. Loan Portfolio: Total loans outstanding at September 30, 2014, including nonaccrual loans and sales contracts, were $549,537,652 compared to $525,614,771 at December 31, 2013, reflecting an increase of 4.6 percent. Nonaccrual loans as a percentage of total loans outstanding were 0.2 percent at September 30, 2014, compared to 0.3 percent at December 31, The Association recorded $0 in recoveries and $0 in charge-offs for the quarter ended September 30, 2014, and $0 in recoveries and $871,548 in charge-offs for the same period in The Association s allowance for loan losses was 0.1 percent and 0.1 percent of total loans outstanding as of September 30, 2014, and December 31, 2013, respectively. Risk Exposure: High-risk assets include nonaccrual loans, loans that are past due 90 days or more and still accruing interest, formally restructured loans and other property owned. The following table illustrates the Association s components and trends of high-risk assets. Results of Operations: September 30, 2014 December 31, 2013 Amount % Amount % Nonaccrual $ 1,163, % $ 1,698, % 90 days past due and still accruing interest 185, % 250, % Formally restructured - 0.0% 904, % Other property owned, net 83, % 791, % Total $ 1,432, % $ 3,645, % The Association had net income of $3,470,246 and $6,918,174 for the three and nine months ended September 30, 2014, as compared to net income of $1,429,035 and $4,669,226 for the same period in 2013, reflecting an increase of and 48.2 percent, respectively. Net interest income was $3,749,451 and $11,210,949 for the three and nine months ended September 30, 2014, compared to $3,706,179 and $11,000,952 for the same period in

4 Nine months ended: September 30, September 30, Average Average Balance Interest Balance Interest Loans $ 523,372,586 $ 17,395,151 $ 504,232,703 $ 17,196,608 Interest-bearing liabilities 441,318,084 6,184, ,541,055 6,195,656 Impact of capital $ 82,054,502 $ 75,691,648 Net interest income $ 11,210,949 $ 11,000,952 Yield on loans Cost of interest-bearing liabilities Interest rate spread Net interest income as a percentage of average earning assets Average Yield Average Yield 4.44% 4.56% 1.87% 1.93% 2.57% 2.63% 2.86% 2.92% Nine months ended: September 30, 2014 vs. September 30, 2013 Increase (decrease) due to Volume Rate Total Interest income - loans $ 652,762 $ (454,219) $ 198,543 Interest expense 184,727 (196,181) (11,454) Net interest income $ 468,034 $ (258,037) $ 209,997 Interest income for the three and nine months ended September 30, 2014, increased by $102,975 and $198,543, or 1.8 and 1.2 percent, respectively, from the same period of 2013, primarily due to an increase in average loan volume offset by declines in yields on earning assets. Interest expense for the three months ended September 30, 2014, increased by $59,703, or 2.9 percent, from the same period in 2013 due to an increase in average debt volume, offset by a slight decline in cost of debt. Interest expense decreased by $11,454, or 0.2 percent, for the nine months ended September 30, 2014, from the same period of 2013 primarily due to a decrease in interest rates offset by an increase in average debt volume. Average loan volume for the third quarter of 2014 was $538,492,596, compared to $517,268,109 in the third quarter of The average net interest rate spread on the loan portfolio for the third quarter of 2014 was 2.48 percent, compared to 2.57 percent in the third quarter of The Association s return on average assets for the nine months ended September 30, 2014, was 1.70 percent compared to 1.19 percent for the same period in The Association s return on average equity for the nine months ended September 30, 2014, was 9.81 percent, compared to 7.10 percent for the same period in Liquidity and Funding Sources: The Association secures the majority of its lendable funds from the Farm Credit Bank of Texas (Bank), which obtains its funds through the issuance of Systemwide obligations and with lendable equity. The following schedule summarizes the Association s borrowings. September 30, December 31, Note payable to the Bank $ 465,121,631 $ 445,682,219 Accrued interest on note payable 711, ,462 Total $ 465,833,189 $ 446,394,681 The Association operates under a general financing agreement (GFA) with the Bank. The current GFA is effective through September 30, The primary source of liquidity and funding for the Association is a direct loan from the Bank. The outstanding balance of $465,121,631 as of September 30, 2014, is recorded as a liability on the Association s balance sheet. The note carried a weighted average interest rate of 1.83 percent at September 30, The indebtedness is collateralized by a pledge of substantially all of the Association s assets to the Bank and is governed by the general financing agreement. The increase in note payable to the Bank since December 31, 2013, is directly related an increase in outstanding loan volume. The slight decrease in 4

5 related accrued interest payable since December 31, 2013, is due to a decrease in the cost of interest-bearing liabilities, offset by the increase in note payable to the Bank. The Association s own funds, which represent the amount of the Association s loan portfolio funded by the Association s equity, were $78,467,159 at September 30, The maximum amount the Association may borrow from the Bank as of September 30, 2014, was $553,078,204 as defined by the GFA. The indebtedness continues in effect until the expiration date of the GFA, which is September 30, 2015, unless sooner terminated by the Bank upon the occurrence of an event of default, or by the Association, in the event of a breach of this agreement by the Bank, upon giving the Bank 30 calendar days prior written notice, or in all other circumstances, upon giving the Bank 120 days prior written notice. Under the Act, the Association is obligated to borrow only from the Bank unless the Bank approves borrowing from other funding sources. The Bank and FCA regulations have established limitations on the Association s ability to borrow funds based on specified factors or formulas relating primarily to credit quality and financial condition. At September 30, 2014, the Association s note payable was within the specified limitations previously mentioned. In addition to borrowing limits, the financing agreement establishes certain covenants including limits on leases, investments, other debt, and dividend and patronage distributions; minimum standards for return on assets and for liquidity; and provisions for conducting business, maintaining records, reporting financial information, and establishing policies and procedures. Remedies specified in the financing agreement associated with the covenants include additional reporting requirements, development of action plans, increases in interest rates on indebtedness, and reduction of lending limits or repayment of indebtedness. The liquidity policy of the Association is to manage cash balances to maximize debt reduction and to increase accrual loan volume. This policy will continue to be pursued during As borrower payments are received, they are applied to the Association s note payable to the Bank. The Association will continue to fund its operations through direct borrowings from the Bank, capital surplus from prior years and borrower stock. It is management s opinion that funds available to the Association are sufficient to fund its operations for the coming year. Capital Resources: The Association s capital position increased by $7,040,323 at September 30, 2014, compared to December 31, The Association s debt as a ratio of members equity was 4.80:1 as of September 30, 2014, compared to 4.99:1 as of December 31, Under regulations governing minimum permanent capital adequacy and other capitalization issues, the Association is required to maintain a minimum adjusted permanent capital of 7.0 percent of risk-adjusted assets as defined by the FCA. The Association s permanent capital ratio at September 30, 2014, was 15.8 percent, which is in compliance with the FCA s minimum permanent capital standard. The Association s core surplus ratio and total surplus ratio at September 30, 2014, were 15.3 and 15.3 percent, respectively, which is in compliance with the FCA s minimum surplus standard. Significant Recent Accounting Pronouncements: In February 2013, the FASB issued guidance, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The guidance requires entities to present either parenthetically on the face of the financial statements or in the notes to the financial statements, significant amounts reclassified from each component of accumulated other comprehensive income and the income statement line items affected by the reclassification. The guidance is effective for public entities for annual periods beginning after December 15, 2012 and for nonpublic entities for annual periods beginning after December 15, The Association has adopted this guidance, which did not impact the financial condition or results of operations, but resulted in additional disclosures which are included in Note 3, Capital. In May 2014, the FASB issued guidance entitled, Revenue from Contracts with Customers. The guidance governs revenue recognition from contracts with customers and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Financial instruments and other contractual rights within the scope of other guidance issued by the FASB are excluded from the scope of this new revenue recognition guidance. In this regard, a majority of our contracts would be excluded from the scope of this new guidance. The guidance becomes effective for the first interim reporting period within the annual reporting periods after December 15, The Association is in the process of reviewing contracts to determine the effect, if any, on the Association s financial condition or its results of operations. 5

6 Regulatory Matters: On June 12, 2014, the Farm Credit Administration approved a proposed rule to revise the requirements governing the eligibility of investments for System banks and associations. The stated objectives of the proposed rule are as follows: To strengthen the safety and soundness of System banks and associations, To ensure that System banks hold sufficient liquidity to continue operations and pay maturing obligations in the event of market disruption, To enhance the ability of the System banks to supply credit to agricultural and aquatic producers, To comply with the requirements of section 939A of the Dodd-Frank Act, To modernize the investment eligibility criteria for System banks, and To revise the investment regulation for System associations to improve their investment management practices so they are more resilient to risk. The public comment period ended on October 23, On May 8, 2014, the Farm Credit Administration approved a proposed rule to modify the regulatory capital requirements for System banks and associations. The stated objectives of the proposed rule are as follows: To modernize capital requirements while ensuring that institutions continue to hold sufficient regulatory capital to fulfill their mission as a government-sponsored enterprise, To ensure that the System s capital requirements are comparable to the Basel III framework and the standardized approach that the federal banking regulatory agencies have adopted, but also to ensure that the rules recognize the cooperative structure and the organization of the System, To make System regulatory capital requirements more transparent, and To meet the requirements of section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The public comment period ends on January 2, The Association underwent an examination by the FCA during the fourth quarter of The examination report, dated December 31, 2013, resulted in the issuance of an enforcement action by the FCA, dated April 9, The basis of the enforcement action was regulatory violations regarding standards of conduct procedures. As a result, the Association has revised its standards of conduct manual, provided additional training for its directors and employees, enhanced existing controls regarding employee loans and agent relationships, and ensured completeness of all standards of conduct disclosure forms for both directors and employees. As discussed in Note 8, Subsequent Events, the enforcement action was terminated on October 22, Relationship with the Farm Credit Bank of Texas: The Association s financial condition may be impacted by factors that affect the Bank. The financial condition and results of operations of the Bank may materially affect the stockholder s investment in the Association. The Management s Discussion and Analysis and Notes to Financial Statements contained in the 2013 Annual Report of Mississippi Land Bank, ACA more fully describe the Association s relationship with the Bank. The Texas Farm Credit District s (District) annual and quarterly stockholder reports, as well as those of the Bank, are available free of charge, upon request. These reports can be obtained by writing to Farm Credit Bank of Texas, The Ag Agency, P.O. Box , Austin, Texas 78720, or by calling (512) Copies of the District s quarterly and annual stockholder reports also can be requested by at fcb@farmcreditbank.com. The annual and quarterly stockholder reports for the Bank and the District are also available on its website at The Association s quarterly stockholder reports are also available free of charge, upon request. These reports can be obtained by writing to Mississippi Land Bank, ACA, P.O. Box 667, Senatobia, Mississippi , or by calling (662) Copies of the Association s quarterly stockholder reports can also be found on the Association s website, or can be requested by ing Jessica.Stanford@farmcreditbank.com. 6

7 MISSISSIPPI LAND BANK, ACA CONSOLIDATED BALANCE SHEET September 30, 2014 December 31, (unaudited) 2013 ASSETS Cash $ 7,533 $ 41,430 Loans 549,537, ,614,771 Less: allowance for loan losses 279, ,004 Net loans 549,257, ,252,767 Accrued interest receivable 9,532,346 8,586,657 Investment in and receivable from the Farm Credit Bank of Texas: Capital stock 8,629,640 8,629,640 Other 243,561 1,358,345 Other property owned, net 83, ,248 Premises and equipment, net 3,557,393 3,696,374 Other assets 447, ,885 Total assets $ 571,759,222 $ 548,557,346 LIABILITIES Note payable to the Farm Credit Bank of Texas $ 465,121,631 $ 445,682,219 Guaranteed obligations to governement entities 4,544,180 4,427,306 Accrued interest payable 711, ,462 Drafts outstanding 602, ,511 Patronage distributions payable 141 1,800,076 Other liabilities 2,193,100 3,711,173 Total liabilities 473,173, ,011,747 MEMBERS' EQUITY Capital stock and participation certificates 2,912,850 2,831,475 Unallocated retained earnings 95,577,933 88,659,759 Accumulated other comprehensive income (loss) 95,139 54,365 Total members' equity 98,585,922 91,545,599 Total liabilities and members' equity $ 571,759,222 $ 548,557,346 The accompanying notes are an integral part of these combined financial statements. 7

8 MISSISSIPPI LAND BANK, ACA CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) Quarter Ended Nine Months Ended September 30, September 30, INTEREST INCOME Loans $ 5,899,841 $ 5,796,866 $ 17,395,151 $ 17,196,608 INTEREST EXPENSE Note payable to the Farm Credit Bank of Texas 2,150,390 2,090,687 6,184,202 6,195,656 Net interest income 3,749,451 3,706,179 11,210,949 11,000,952 PROVISION FOR LOAN LOSSES - 577, ,730 1,003,272 Net interest income after provision for loan losses 3,749,451 3,128,557 11,021,219 9,997,680 NONINTEREST INCOME Income from the Farm Credit Bank of Texas: Patronage income 40,372 39, , ,009 Loan fees 6,377 25,209 42,433 98,580 Financially related services income ,849 2,245 Gain on other property owned, net 1,227,063 51,616 1,227, ,330 Gain (loss) on sale of premises and equipment, net (1,749) ,660 17,817 Other noninterest income 6-35,377 26,041 Total noninterest income 1,272, ,629 1,481, ,022 NONINTEREST EXPENSES Salaries and employee benefits 941,716 1,241,555 3,573,190 3,919,782 Insurance Fund premiums 125, , , ,444 Travel 97,554 97, , ,214 Advertising 91,562 87, , ,884 Occupancy and equipment 71,407 76, , ,633 Training 48,197 39,586 86, ,805 Supervisory and exam expense 43,460 42, , ,549 Purchased services 41,949 58, , ,148 Communications 21,556 20,176 62,370 59,799 Directors' expense 20,384 12, , ,422 Public and member relations 14,502 18, , ,844 Other insurance expense 6,113 7,824 81,467 80,186 Other noninterest expense 23,841 25,020 89,968 83,552 Total noninterest expenses 1,547,611 1,831,757 5,575,243 5,853,262 Income before income taxes 3,474,495 1,414,429 6,927,246 4,678,440 Provision for (benefit from) income taxes 4,249 (14,606) 9,072 9,214 NET INCOME 3,470,246 1,429,035 6,918,174 4,669,226 Other comprehensive income: Change in postretirement benefit plans 13,591 (49,959) 40,774 (149,876) COMPREHENSIVE INCOME $ 3,483,837 $ 1,379,076 $ 6,958,948 $ 4,519,350 The accompanying notes are an integral part of these combined financial statements. 8

9 MISSISSIPPI LAND BANK, ACA CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' EQUITY (unaudited) Accumulated Capital Stock/ Other Total Participation Unallocated Comprehensive Members' Certificates Retained Earnings Income (Loss) Equity Balance at December 31, 2012 $ 2,725,505 $ 82,718,664 $ (199,835) $ 85,244,334 Comprehensive income - 4,669,226 (149,876) 4,519,350 Capital stock/participation certificates issued 339, ,740 Capital stock/participation certificates retired (266,835) - - (266,835) Balance at September 30, 2013 $ 2,798,410 $ 87,387,890 $ (349,711) $ 89,836,589 Balance at December 31, 2013 $ 2,831,475 $ 88,659,759 $ 54,365 $ 91,545,599 Comprehensive income - 6,918,174 40,774 6,958,948 Capital stock/participation certificates issued 361, ,225 Capital stock/participation certificates retired (279,850) - - (279,850) Balance at September 30, 2014 $ 2,912,850 $ 95,577,933 $ 95,139 $ 98,585,922 The accompanying notes are an integral part of these combined financial statements. 9

10 MISSISSIPPI LAND BANK, ACA NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 ORGANIZATION, SIGNIFICANT ACCOUNTING POLICIES AND REGULATORY MATTERS: The Mississippi Land Bank, ACA (Agricultural Credit Association), referred to as the Association, is a member-owned cooperative that provides credit and credit-related services to or for the benefit of eligible borrowers/stockholders for qualified agricultural purposes. The Association serves the counties of Alcorn, Attala, Benton, Bolivar, Calhoun, Chickasaw, Choctaw, Clay, Coahoma, DeSoto, Itawamba, Lafayette, Lee, Lowndes, Marshall, Monroe, Noxubee, Oktibbeha, Panola, Pontotoc, Prentiss, Quitman, Sunflower, Tallahatchie, Tate, Tippah, Tishomingo, Tunica, Union, Webster, Winston, and Yalobusha in the state of Mississippi. The Association is a lending institution of the Farm Credit System (System), which was established by Acts of Congress to meet the needs of American agriculture. The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (GAAP) for interim financial information. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements and should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2013, as contained in the 2013 Annual Report to Stockholders. In the opinion of management, the accompanying consolidated financial statements contain all adjustments necessary for a fair presentation of the interim financial condition and results of operations and conform with GAAP, except for the inclusion of a statement of cash flows. GAAP require a business enterprise that provides a set of financial statements reporting both financial position and results of operations to also provide a statement of cash flows for each period for which results of operations are provided. In regulations issued by FCA, associations have the option to exclude statements of cash flows in interim financial statements. Therefore, the Association has elected not to include a statement of cash flows in these consolidated financial statements. These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2013, as contained in the 2013 Annual Report to Stockholders. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, Descriptions of the significant accounting policies are included in the 2013 Annual Report to Stockholders. In the opinion of management, these policies and the presentation of the interim financial condition and results of operations conform with GAAP and prevailing practices within the banking industry. In February 2013, the Financial Accounting Standards Board (FASB) issued guidance, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The guidance requires entities to present either parenthetically on the face of the financial statements or in the notes to the financial statements, significant amounts reclassified from each component of accumulated other comprehensive income and the income statement line items affected by the reclassification. The guidance is effective for public entities for annual periods beginning after December 15, 2012, and for nonpublic entities for annual periods beginning after December 15, The adoption of this guidance did not impact the financial condition or results of operations, but resulted in additional disclosures. See Note 3, Capital, for additional information. In May 2014, the FASB issued guidance entitled, Revenue from Contracts with Customers. The guidance governs revenue recognition from contracts with customers and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Financial instruments and other contractual rights within the scope of other guidance issued by the FASB are excluded from the scope of this new revenue recognition guidance. In this regard, a majority of our contracts would be excluded from the scope of this new guidance. The guidance becomes effective for the first interim reporting period within the annual reporting periods after December 15, The Association is in the process of reviewing contracts to determine the effect, if any, on the Association s financial condition or its results of operations. The consolidated financial statements comprise the operations of the ACA and its wholly-owned subsidiaries. The preparation of these consolidated financial statements requires the use of management s estimates. The results for the quarter ended September 30, 2014, are not necessarily indicative of the results to be expected for the year ended December 31, Certain amounts in the prior period s financial statements have been reclassified to conform to current financial statement presentation. On June 12, 2014, the Farm Credit Administration approved a proposed rule to revise the requirements governing the eligibility of investments for System banks and associations. The stated objectives of the proposed rule are as follows: 10

11 To strengthen the safety and soundness of System banks and associations, To ensure that System banks hold sufficient liquidity to continue operations and pay maturing obligations in the event of market disruption, To enhance the ability of the System banks to supply credit to agricultural and aquatic producers, To comply with the requirements of section 939A of the Dodd-Frank Act, To modernize the investment eligibility criteria for System banks, and To revise the investment regulation for System associations to improve their investment management practices so they are more resilient to risk. The public comment period ended on October 23, On May 8, 2014, the Farm Credit Administration approved a proposed rule to modify the regulatory capital requirements for System banks and associations. The stated objectives of the proposed rule are as follows: To modernize capital requirements while ensuring that institutions continue to hold sufficient regulatory capital to fulfill their mission as a government-sponsored enterprise, To ensure that the System s capital requirements are comparable to the Basel III framework and the standardized approach that the federal banking regulatory agencies have adopted, but also to ensure that the rules recognize the cooperative structure and the organization of the System, To make System regulatory capital requirements more transparent, and To meet the requirements of section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The public comment period ends on January 2, The Association underwent an examination by the FCA during the fourth quarter of The examination report, dated December 31, 2013, resulted in the issuance of an enforcement action by the FCA, dated April 9, The basis of the enforcement action was regulatory violations regarding standards of conduct procedures. As a result, the Association has revised its standards of conduct manual, provided additional training for its directors and employees, enhanced existing controls regarding employee loans and agent relationships, and ensured completeness of all standards of conduct disclosure forms for both directors and employees. As discussed in Note 8, Subsequent Events, the enforcement action was terminated on October 22, NOTE 2 LOANS AND ALLOWANCE FOR LOAN LOSSES: A summary of loans follows: September 30, December 31, Loan Type Amount Amount Production agriculture: Real estate mortgage $ 472,389,442 $ 466,285,003 Production and intermediate term 46,382,164 35,066,449 Agribusiness: Processing and marketing 14,103,541 11,711,041 Farm-related business 6,081,243 4,317,358 Communication 922,509 - Energy 763,969 - Water and waste water 1,465, ,190 Rural residential real estate 7,429,097 7,639,730 Total $ 549,537,652 $ 525,614,771 11

12 The Association purchases or sells participation interests with other parties in order to diversify risk, manage loan volume and comply with Farm Credit Administration regulations. The following table presents information regarding the balances of participations purchased and sold at September 30, 2014: Other Farm Credit Institutions Non-Farm Credit Institutions Total Participations Participations Participations Participations Participations Participations Purchased Sold Purchased Sold Purchased Sold Real estate mortgage $ 11,497,650 $ 11,147,561 $ - $ 4,538,964 $ 11,497,650 $ 15,686,525 Production and intermediate term 244, ,877 - Agribusiness 11,193, ,193,376 - Communication 922, ,509 - Energy 763, ,969 - Water and waste water 1,465, ,465,687 - Total $ 26,088,068 $ 11,147,561 $ - $ 4,538,964 $ 26,088,068 $ 15,686,525 The Association is authorized under the Farm Credit Act to accept advance conditional payments (ACPs) from borrowers. To the extent the borrower s access to such ACPs is restricted and the legal right of setoff exists, the ACPs are netted against the borrower s related loan balance. Unrestricted advance conditional payments are included in other liabilities. ACPs are not insured, and interest is generally paid by the Association on such balances. The Association had no ACPs as of September 30, 2014, and December 31, Nonperforming assets (including related accrued interest) and related credit quality statistics are as follows: September 30, December 31, Nonaccrual loans: Real estate mortgage $ 1,163,095 $ 1,698,613 Total nonaccrual loans 1,163,095 1,698,613 Accruing restructured loans: Real estate mortgage - 904,404 Total accruing restructured loans - 904,404 Accruing loans 90 days or more past due: Real estate mortgage 48, ,933 Rural residential real estate 136,806 - Total accruing loans 90 days or more past due 185, ,933 Total nonperforming loans 1,348,764 2,853,950 Other property owned 83, ,248 Total nonperforming assets $ 1,432,270 $ 3,645,198 One credit quality indicator utilized by the Association is the Farm Credit Administration Uniform Loan Classification System that categorizes loans into five categories. The categories are defined as follows: Acceptable assets are expected to be fully collectible and represent the highest quality; Other assets especially mentioned (OAEM) assets are currently collectible but exhibit some potential weakness; Substandard assets exhibit some serious weakness in repayment capacity, equity and/or collateral pledged on the loan; Doubtful assets exhibit similar weaknesses to substandard assets; however, doubtful assets have additional weaknesses in existing factors, conditions and values that make collection in full highly questionable; and Loss assets are considered uncollectible. 12

13 The following table shows loans and related accrued interest as a percentage of total loans and related accrued interest receivable by loan type as of: September 30, December 31, Real estate mortgage Acceptable 99.0 % 98.6 % OAEM Substandard/doubtful Production and intermediate term Acceptable OAEM - - Substandard/doubtful Agribusiness Acceptable OAEM - - Substandard/doubtful Energy and water/waste water Acceptable OAEM - - Substandard/doubtful Communication Acceptable OAEM - - Substandard/doubtful Rural residential real estate Acceptable OAEM Substandard/doubtful Total loans Acceptable OAEM Substandard/doubtful % % 13

14 The following tables provide an age analysis of past due loans (including accrued interest) as of: September 30, Days Total Not Past Due or Days or More Past Less Than 30 Total Recorded Investment Past Due Past Due Due Days Past Due Loans >90 Days and Accruing Real estate mortgage $ 1,520,166 $ 466,783 $ 1,986,949 $ 478,984,798 $ 480,971,747 $ 48,863 Production and intermediate term 7,007-7,007 47,097,968 47,104,975 - Processing and marketing ,187,329 14,187,329 - Farm-related business ,164,143 6,164,143 - Communication , ,581 - Energy , ,994 - Water and waste water ,465,822 1,465,822 - Rural residential real estate 244, , ,828 7,108,579 7,489, ,806 Total $ 1,771,195 $ 603,589 $ 2,374,784 $ 556,695,214 $ 559,069,998 $ 185,669 December 31, Days Total Not Past Due or Days or More Past Less Than 30 Total Recorded Investment Past Due Past Due Due Days Past Due Loans >90 Days and Accruing Real estate mortgage $ 1,376,763 $ 1,270,721 $ 2,647,484 $ 471,437,637 $ 474,085,121 $ 250,932 Production and intermediate term ,576,570 35,576,570 - Processing and marketing ,835,430 11,835,430 - Farm-related business ,414,628 4,414,628 - Water and waste water , ,487 - Rural residential real estate ,694,192 7,694,192 - Total $ 1,376,763 $ 1,270,721 $ 2,647,484 $ 531,553,944 $ 534,201,428 $ 250,932 Note: The recorded investment in the receivable is the face amount increased or decreased by applicable accrued interest and unamortized premium, discount, finance charges or acquisition costs, and may also reflect a previous direct write-down of the investment. A restructuring of a debt constitutes a troubled debt restructuring (TDR) if the creditor for economic or legal reasons related to the debtor s financial difficulties grants a concession to the debtor that it would not otherwise consider. Troubled debt restructurings are undertaken in order to improve the likelihood of recovery on the loan and may include, but are not limited to, forgiveness of principal or interest, interest rate reductions that are lower than the current market rate for new debt with similar risk, or significant term or payment extensions. As of September 30, 2014, the Association held two TDR loans, classified as real estate mortgage, with a total recorded investment of $279,162, which was classified as nonaccrual. There was no specific allowance for loan losses related to the loans based upon current net realizable value analyses. One loan with a recorded investment of $210,215 met the requirements for a troubled debt restructuring designation during the nine months ended September 30, The premodification outstanding recorded investment was $214,359 and represents the recorded investment of the loan as of the quarter end prior to the restructuring. The postmodification outstanding recorded investment of $214,763 represents the recorded investment of the loan as of the quarter end the restructuring occurred. As of September 30, 2014, there were no commitments to lend additional funds to the borrowers. The predominant form of concession granted for troubled debt restructuring includes principal or accrued interest reductions. At times, these terms might be offset with incremental payments, collateral or new borrower guarantees, in which case we assess all of the modified terms to determine if the overall modification qualifies as a TDR. The loan mentioned above meeting the requirements for troubled debt restructuring designation was granted a rate concession, lowering the loan rate from a market rate of 5.60 percent to 5.00 percent. No principal or interest was forgiven as part of the restructure. At December 31, 2013, the Association held two TDR loans, classified as real estate mortgage, with a total recorded investment of $979,548. One of the loans, which was classified as accrual and had a recorded investment of $904,404, was paid in full in May The recorded investment of these loans at September 30, 2013, was $974,751. There was no specific allowance for loan losses related to the loans based upon current net realizable value analyses, and there were no commitments to lend additional funds to the borrowers. 14

15 Additional impaired loan information is as follows: September 30, 2014 December 31, 2013 Unpaid Unpaid Recorded Principal Related Recorded Principal Related Investment Balance a Allowance Investment Balance a Allowance Impaired loans with a related allowance for credit losses: Real estate mortgage $ 140,908 $ 153,787 $ 7,050 $ 848,370 $ 1,936,390 $ 82,186 Total $ 140,908 $ 153,787 $ 7,050 $ 848,370 $ 1,936,390 $ 82,186 Impaired loans with no related allowance for credit losses: Real estate mortgage $ 1,070,165 $ 2,417,356 $ - $ 2,005,580 $ 1,995,587 $ - Farm-related business - 13, ,096 - Rural residential real estate 135, , Total $ 1,206,150 $ 2,566,437 $ - $ 2,005,580 $ 2,008,683 $ - Total impaired loans: Real estate mortgage $ 1,211,073 $ 2,571,143 $ 7,050 $ 2,853,950 $ 3,931,977 $ 82,186 Farm-related business - 13, ,096 - Rural residential real estate 135, , Total $ 1,347,058 $ 2,720,224 $ 7,050 $ 2,853,950 $ 3,945,073 $ 82,186 a Unpaid principal balance represents the recorded principal balance of the loan. For the Three Months Ended September 30, 2014 September 30, 2013 Average Interest Average Interest Impaired Income Impaired Income Loans Recognized Loans Recognized Impaired loans with a related allowance for credit losses: Real estate mortgage $ 143,808 $ - $ 1,291,349 $ 2,880 Processing and marketing ,395 - Total $ 143,808 $ - $ 1,743,744 $ 2,880 Impaired loans with no related allowance for credit losses: Real estate mortgage 1,075,637 $ $ 2,059 $ 2,245,586 $ 21,926 Processing and marketing ,340 - Rural residential real estate 136,395 2, Total $ 1,212,032 $ 4,524 $ 2,922,926 $ 21,926 Total impaired loans: Real estate mortgage $ 1,219,445 $ 2,059 $ 3,536,935 $ 24,806 Processing and marketing - - 1,129,735 - Rural residential real estate 136,395 2, Total $ 1,355,840 $ 4,524 $ 4,666,670 $ 24,806 15

16 For the Nine Months Ended September 30, 2014 September 30, 2013 Average Interest Average Interest Impaired Income Impaired Income Loans Recognized Loans Recognized Impaired loans with a related allowance for credit losses: Real estate mortgage $ 153,526 $ - $ 1,421,386 $ - Processing and marketing ,170 - Total $ 153,526 $ - $ 2,072,556 $ - Impaired loans with no related allowance for credit losses: Real estate mortgage 1,269,882 $ $ 6,321 $ 2,035,768 $ 66,698 Processing and marketing ,340 - Rural residential real estate 137,021 7, Total $ 1,406,903 $ 13,749 $ 2,713,108 $ 66,698 Total impaired loans: Real estate mortgage $ 1,423,408 $ 6,321 $ 3,457,154 $ 66,698 Processing and marketing - - 1,328,510 - Rural residential real estate 137,021 7, Total $ 1,560,429 $ 13,749 $ 4,785,664 $ 66,698 16

17 A summary of changes in the allowance for loan losses and period end recorded investment in loans is as follows: Allowance for Credit Losses: Production and Energy and Rural Real Estate Intermediate Water/Waste Residential Mortgage Term Agribusiness Communications Water Real Estate Total Balance at June 30, 2014 $ 209,373 $ 46,552 $ 14,168 $ 515 $ 2,063 $ 7,012 $ 279,683 Charge-offs Recoveries Provision for loan losses Balance at September 30, 2014 $ 209,373 $ 46,552 $ 14,168 $ 515 $ 2,063 $ 7,012 $ 279,683 Balance at December 31, 2013 $ 298,438 $ 41,249 $ 15,368 $ - $ - $ 6,949 $ 362,004 Charge-offs (272,051) (272,051) Recoveries Provision for loan losses 182,986 5,303 (1,200) 515 2, ,730 Balance at September 30, 2014 $ 209,373 $ 46,552 $ 14,168 $ 515 $ 2,063 $ 7,012 $ 279,683 Individually evaluated for impairment $ 7,050 $ - $ - $ - $ - $ - $ 7,050 Collectively evaluated for impairment 202,323 46,552 14, ,063 7, ,633 Loans acquired with deteriorated credit quality Balance at September 30, 2014 $ 209,373 $ 46,552 $ 14,168 $ 515 $ 2,063 $ 7,012 $ 279,683 Balance at June 30, 2013 $ 745,157 $ 31,282 $ 12,371 $ - $ - $ 3,880 $ 792,690 Charge-offs (871,548) (871,548) Recoveries Provision for loan losses 594,430 (8,869) (7,302) - - (637) 577,622 Balance at September 30, 2013 $ 468,039 $ 22,413 $ 5,069 $ - $ - $ 3,243 $ 498,764 Balance at December 31, 2012 $ 335,203 $ 33,174 $ 334,963 $ - $ - $ 9,083 $ 712,423 Charge-offs (908,605) - (308,326) (1,216,931) Recoveries Provision for loan losses 1,041,441 (10,761) (21,568) - - (5,840) 1,003,272 Balance at September 30, 2013 $ 468,039 $ 22,413 $ 5,069 $ - $ - $ 3,243 $ 498,764 Individually evaluated for impairment $ 82,186 $ - $ 226,446 $ - $ - $ - $ 308,632 Collectively evaluated for impairment 385,853 22,413 (221,377) - - 3, ,132 Loans acquired with deteriorated credit quality Balance at September 30, 2013 $ 468,039 $ 22,413 $ 5,069 $ - $ - $ 3,243 $ 498,764 17

18 Production and Energy and Rural Real Estate Intermediate Water/Waste Residential Mortgage Term Agribusiness Communications Water Real Estate Total Recorded Investments in Loans Outstanding: Ending Balance at September 30, 2014 $ 480,971,747 $ 47,104,975 $ 20,351,472 $ 922,581 $ 2,229,816 $ 7,489,407 $ 559,069,998 Individually evaluated for impairment $ 1,211,072 $ - $ - $ - $ - $ 135,985 $ 1,347,057 Collectively evaluated for impairment $ 479,760,675 $ 47,104,975 $ 20,351,472 $ 922,581 $ 2,229,816 $ 7,353,422 $ 557,722,941 Loans acquired with deteriorated credit quality $ - $ - $ - $ - $ - $ - $ - Ending Balance at September 30, 2013 $ 469,651,416 $ 33,848,267 $ 14,190,837 $ 7,788,030 $ - $ - $ 525,478,550 Individually evaluated for impairment $ 3,102,503 $ - $ 1,129,735 $ - $ - $ - $ 4,232,238 Collectively evaluated for impairment $ 466,548,913 $ 33,848,267 $ 13,061,102 $ 7,788,030 $ - $ - $ 521,246,312 Loans acquired with deteriorated credit quality $ - $ - $ - $ - $ - $ - $ - NOTE 3 CAPITAL: The Association s board of directors has established a Capital Adequacy Plan (Plan) that includes the capital targets that are necessary to achieve the institution's capital adequacy goals as well as the minimum permanent capital standards. The Plan monitors projected dividends, equity retirements and other actions that may decrease the Association s permanent capital. In addition to factors that must be considered in meeting the minimum standards, the board of directors also monitors the following factors: capability of management; quality of operating policies, procedures and internal controls; quality and quantity of earnings; asset quality and the adequacy of the allowance for losses to absorb potential loss within the loan and lease portfolios; sufficiency of liquid funds; needs of an institution's customer base; and any other risk-oriented activities, such as funding and interest rate risk, potential obligations under joint and several liability, contingent and off-balance-sheet liabilities or other conditions warranting additional capital. At least quarterly, management reviews the Association's goals and objectives with the board. An additional component of equity is accumulated other comprehensive income. The Association's accumulated other comprehensive income (loss) relates entirely to its nonpension other postretirement benefits. Amortization of prior service (credits) cost and of actuarial (gain) loss are reflected in Salaries and employee benefits in the Consolidated Statement of Comprehensive Income. The following table summarizes the changes in accumulated other comprehensive income (loss) for the nine months ended September 30: Accumulated other comprehensive income (loss) at January 1 $ 54,365 $ (199,835) Amortization of prior service (credit) costs included in salaries and employee benefits 82, ,502 Amortization of actuarial (gain) loss included in salaries and employee benefits (41,523) (253,378) Other comprehensive income (loss), net of tax 40,774 (149,876) Accumulated other comprehensive income at September 30 $ 95,139 $ (349,711) NOTE 4 INCOME TAXES: Mississippi Land Bank, ACA and its subsidiary, Mississippi, PCA (Associations), are subject to federal and certain other income taxes. The Associations are eligible to operate as cooperatives that qualify for tax treatment under Subchapter T of the Internal Revenue code. Under specified conditions, the Associations can exclude from taxable income amounts distributed as qualified patronage refunds in the form of cash, stock or allocated surplus. Provisions for income taxes are made only on those earnings that 18

19 will not be distributed as qualified patronage refunds. During the nine months ended September 30, 2014, the Association did not participate in a patronage program. Deferred taxes are recorded at the tax effect of all temporary differences based on the assumption that such temporary differences are retained by the institution and will, therefore, impact future tax payments. A valuation allowance is provided against deferred tax assets to the extent that it is more likely than not (more than 50 percent probability), based on management s estimate, that they will not be realized. For the nine months ended September 30, 2014, and 2013, the Association carried a deferred tax asset of $395,944 and $317,818, respectively, with a full valuation allowance recorded against the net asset. The subsidiary, Mississippi Land Bank, FLCA, is exempt from federal and other income taxes as provided in the Farm Credit Act of NOTE 5 FAIR VALUE MEASUREMENTS: FASB guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability. See Note 2 to the 2013 Annual Report to Stockholders for a more complete description. Assets and liabilities measured at fair value on a nonrecurring basis for each of the fair value hierarchy values are summarized below: September 30, 2014 Fair Value Measurement Using Level 1 Level 2 Level 3 Assets: Loans* $ - $ - $ 1,156,045 Other property owned ,506 December 31, 2013 Fair Value Measurement Using Level 1 Level 2 Level 3 Assets: Loans* $ - $ - $ 1,616,427 Other property owned ,248 *Represents the fair value of certain loans that were evaluated for impairment under authoritative guidance Accounting by Creditors for Impairment of a Loan. The fair value was based upon the underlying collateral since these were collateral-dependent loans for which real estate is the collateral. The Association also participates in standby letters of credit to satisfy the financing needs of its borrowers. These letters of credit are irrevocable agreements to guarantee payments of specified financing obligations. At September 30, 2014, the Association had $80,569 in outstanding standby letters of credit, issued primarily in conjunction with participation loans. Valuation Techniques As more fully discussed in Note 2 to the 2013 Annual Report to Stockholders, authoritative guidance establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following represent a brief summary of the valuation techniques used for the Association s assets and liabilities. For a more complete description, see Notes to the 2013 Annual Report to Stockholders. Loans Evaluated for Impairment For certain loans evaluated for impairment under FASB impairment guidance, the fair value is based upon the underlying real estate collateral since the loans were collateral-dependent. The fair value measurement process uses independent appraisals and other market-based information, but in many cases it also requires significant input based on management s knowledge of and judgment about current market conditions, specific issues relating to the collateral and other matters. As a result, a majority of these loans have fair value measurements that fall within Level 3 of the fair value hierarchy. When the value of the real estate, less estimated costs to sell, is less than the principal balance of the loan, a specific reserve is established. The fair value of these loans would fall under Level 2 of the hierarchy if the process uses independent appraisals and other market-based information. 19

20 Other Property Owned Other property owned is generally classified as Level 3 of the fair value hierarchy. The process for measuring the fair value of the other property owned involves the use of independent appraisals and other market-based information. Costs to sell represent transaction costs and are not included as a component of the asset s fair value. As a result, these fair value measurements fall within Level 3 of the hierarchy. Cash For cash, the carrying amount is a reasonable estimate of fair value. Standby Letters of Credit The fair value of letters of credit approximate the fees currently charged for similar agreements or the estimated cost to terminate or otherwise settle similar obligations. NOTE 6 EMPLOYEE BENEFIT PLANS: The following table summarizes the components of net periodic benefit costs of nonpension other postretirement employee benefits for the three and nine months ended September 30: Other Benefits Service cost $ 3,450 $ 6,325 Interest cost 17,417 17,024 Amortization of prior service (credits) costs (7,068) (7,069) Amortization of net actuarial (gain) loss - 6,770 Net periodic benefit cost $ 13,799 $ 23,050 The following table summarizes the components of net periodic benefit costs of nonpension other postretirement employee benefits for the nine months ended September 30: Other Benefits Service cost $ 10,351 $ 18,975 Interest cost 52,250 51,071 Amortization of prior service (credits) costs (21,205) (21,205) Amortization of net actuarial (gain) loss - 20,310 Net periodic benefit cost $ 41,396 $ 69,151 The Association s liability for the unfunded accumulated obligation for these benefits at September 30, 2014, was $1,361,056 and is included in Other liabilities in the balance sheet. The structure of the District s defined benefit pension plan is characterized as multiemployer since the assets, liabilities and cost of the plan are not segregated or separately accounted for by participating employers (Bank and associations). The Association recognizes its amortized annual contributions to the plan as an expense. The Association previously disclosed in its financial statements for the year ended December 31, 2013, that it expected to contribute $55,194 to the District s defined benefit pension plan in As of September 30, 2014, $41,396 of contributions have been made. NOTE 7 COMMITMENTS AND CONTINGENT LIABILITIES: The Association is involved in various legal proceedings in the normal course of business. In the opinion of legal counsel and management, there are no legal proceedings at this time that are likely to materially affect the Association. 20