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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
Or
For the transition period from to
Commission file number
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
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(Address of principal executive offices) |
(Zip code) |
(
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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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.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ☐ |
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Non-accelerated filer ☐ |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
As of August 8, 2022,
PART I
ITEM 1. FINANCIAL STATEMENTS
First Mid Bancshares, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
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(In thousands, except share data) |
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June 30, 2022 |
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December 31, 2021 |
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Assets |
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Cash and due from banks: |
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Non-interest bearing |
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$ |
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$ |
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Interest bearing |
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Federal funds sold |
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Cash and cash equivalents |
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Certificates of deposit |
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Investment securities: |
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Available-for-sale, at fair value |
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Held-to-maturity, at amortized cost (estimated fair value of $ |
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Equity securities, at fair value |
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Loans held for sale |
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Loans |
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Less allowance for credit losses |
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( |
) |
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( |
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Net loans |
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Interest receivable |
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Other real estate owned |
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Premises and equipment, net |
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Goodwill |
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Intangible assets, net |
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Bank owned life insurance |
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Right of use lease assets |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders’ equity |
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Deposits: |
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Non-interest bearing |
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$ |
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$ |
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Interest bearing |
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Total deposits |
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Securities sold under agreements to repurchase |
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Interest payable |
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FHLB borrowings |
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Other borrowings |
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— |
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Junior subordinated debentures, net |
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Subordinated debt, net |
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Lease liabilities |
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Other liabilities |
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Total liabilities |
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Stockholders’ equity: |
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Common stock ($ |
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Additional paid-in capital |
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Retained earnings |
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Deferred compensation |
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Accumulated other comprehensive loss |
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( |
) |
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( |
) |
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Less treasury stock, at cost ( |
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( |
) |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying notes to unaudited condensed consolidated financial statements.
2
First Mid Bancshares, Inc.
Condensed Consolidated Statements of Income (unaudited)
(In thousands, except per share data)
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Three months ended June 30, |
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Six months ended June 30, |
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(In thousands, except per share data) |
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2022 |
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2021 |
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2022 |
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2021 |
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Interest income: |
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Interest and fees on loans |
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$ |
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$ |
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$ |
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$ |
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Interest on investment securities |
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Interest on certificates of deposit investments |
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Interest on federal funds sold |
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— |
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— |
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Interest on deposits with other financial institutions |
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Total interest income |
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Interest expense: |
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Interest on deposits |
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Interest on securities sold under agreements to repurchase |
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Interest on FHLB borrowings |
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Interest on other borrowings |
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— |
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— |
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Interest on junior subordinated debentures |
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Interest on subordinated debentures |
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Total interest expense |
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Net interest income |
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Provision for credit losses |
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( |
) |
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Net interest income after provision for credit losses |
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Other income: |
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Wealth management revenues |
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Insurance commissions |
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Service charges |
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Securities gains, net |
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Mortgage banking revenue, net |
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ATM / debit card revenue |
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Bank owned life insurance |
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Other |
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Total other income |
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Other expense: |
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Salaries and employee benefits |
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Net occupancy and equipment expense |
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Net other real estate owned expense |
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FDIC insurance |
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Amortization of intangible assets |
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Stationery and supplies |
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Legal and professional |
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ATM / debit card |
|
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Marketing and donations |
|
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Other |
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Total other expense |
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Income before income taxes |
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Income taxes |
|
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|
|
|
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|
|
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|
Net income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
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|
$ |
|
|
|
Per share data: |
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Basic net income per common share |
|
$ |
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$ |
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$ |
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$ |
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|
Diluted net income per common share |
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Cash dividends declared per common share |
|
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|
|
|
|
|
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|
See accompanying notes to unaudited condensed consolidated financial statements.
3
First Mid Bancshares, Inc.
Condensed Consolidated Statements of Comprehensive Loss (unaudited)
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
(In thousands) |
|
2022 |
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|
2021 |
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|
2022 |
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|
2021 |
|
||||
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Net income |
|
$ |
|
|
|
$ |
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|
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$ |
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$ |
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|
Other comprehensive income/(loss) |
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Unrealized gains (losses) on available-for-sale securities, net of taxes of $ |
|
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( |
) |
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( |
) |
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( |
) |
|
Less: reclassification adjustment for realized gains (losses) included in net income, net of taxes of $ |
|
|
( |
) |
|
|
( |
) |
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|
( |
) |
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|
( |
) |
|
Other comprehensive income/(loss), net of taxes |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Comprehensive income/(loss) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
See accompanying notes to unaudited condensed consolidated financial statements.
4
First Mid Bancshares, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
For the three months ended June 30, 2022 and 2021
|
(In thousands) |
|
Common Stock |
|
|
Additional Paid-In- Capital |
|
|
Retained Earnings |
|
|
Deferred Compensation |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
|
Treasury Stock |
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Total |
|
|||||||
|
March 31, 2022 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
Net income |
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|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
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|
Other comprehensive loss, net tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Cash dividends on common stock ( |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Issuance of |
|
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|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Deferred compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Vested restricted shares/units compensation expense |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
June 30, 2022 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Other comprehensive income, net tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
Cash dividends on common stock ( |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Deferred compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
Tax benefit related to deferred compensation distributions |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Vested restricted shares/units compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
June 30, 2021 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
5
First Mid Bancshares, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
For the six months ended June 30, 2022 and 2021
|
(In thousands) |
|
Common Stock |
|
|
Additional Paid-In- Capital |
|
|
Retained Earnings |
|
|
Deferred Compensation |
|
|
Accumulated Other Comprehensive Loss |
|
|
Treasury Stock |
|
|
Total |
|
||||||||
|
December 31, 2021 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
Other comprehensive loss, net tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
Cash dividends on common stock ( |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
Issuance costs pursuant to acquisition of Delta Bancshares Company |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
Purchase of |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
Deferred compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
Grant of restricted units pursuant to 2017 stock incentive plan |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
Release of restricted units pursuant to 2017 stock incentive plan |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
Vested restricted shares/units compensation expense |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
June 30, 2022 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
(In thousands) |
|
Common Stock |
|
|
Additional Paid-In- Capital |
|
|
Retained Earnings |
|
|
Deferred Compensation |
|
|
Accumulated Other Comprehensive Income |
|
|
Treasury Stock |
|
|
Total |
|
|||||||
|
December 31, 2020 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Other comprehensive loss, net tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Cash dividends on common stock ( |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Issuance of |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Deferred compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
( |
) |
|
Tax benefit related to deferred compensation distributions |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Grant of restricted units pursuant to 2017 stock incentive plan |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Release of restricted units pursuant to 2017 stock incentive plan |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Vested restricted shares/units compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
June 30, 2021 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited condensed consolidated financial statements.
7
First Mid Bancshares, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
|
|
|
Six months ended June 30, |
|
|||||
|
(In thousands) |
|
2022 |
|
|
2021 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Provision for credit losses |
|
|
|
|
|
|
|
|
|
Depreciation, amortization and accretion, net |
|
|
|
|
|
|
|
|
|
Change in cash surrender value of bank owned life insurance |
|
|
( |
) |
|
|
( |
) |
|
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
Operating lease payments |
|
|
( |
) |
|
|
( |
) |
|
Gain on investment securities, net |
|
|
( |
) |
|
|
( |
) |
|
Loss on sales and write downs of other real estate owned, net |
|
|
|
|
|
|
|
|
|
Loss on sale of loans |
|
|
|
|
|
|
|
|
|
Loss (gain) on sale of other assets |
|
|
|
|
|
|
( |
) |
|
Gain on sale of loans held for sale, net |
|
|
( |
) |
|
|
( |
) |
|
(Increase) decrease in accrued interest receivable |
|
|
( |
) |
|
|
|
|
|
Decrease in accrued interest payable |
|
|
( |
) |
|
|
( |
) |
|
Origination of loans held for sale |
|
|
( |
) |
|
|
( |
) |
|
Proceeds from sale of loans held for sale |
|
|
|
|
|
|
|
|
|
Increase in other investment |
|
|
( |
) |
|
|
( |
) |
|
Increase in other assets |
|
|
( |
) |
|
|
( |
) |
|
(Decrease) increase in other liabilities |
|
|
( |
) |
|
|
|
|
|
Net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Proceeds from maturities of certificates of deposit investments |
|
|
|
|
|
|
|
|
|
Proceeds from sales of securities available-for-sale |
|
|
|
|
|
|
|
|
|
Proceeds from maturities of securities available-for-sale |
|
|
|
|
|
|
|
|
|
Proceeds from maturities of securities held-to-maturity |
|
|
|
|
|
|
|
|
|
Purchases of securities available-for-sale |
|
|
( |
) |
|
|
( |
) |
|
Net (increase) decrease in loans |
|
|
( |
) |
|
|
|
|
|
Purchases of premises and equipment |
|
|
( |
) |
|
|
( |
) |
|
Proceeds from sales of other real property owned |
|
|
|
|
|
|
|
|
|
Investment in banked owned life insurance |
|
|
|
|
|
|
( |
) |
|
Net cash provided by acquisition |
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Net (decrease) increase in deposits |
|
|
( |
) |
|
|
|
|
|
Increase in federal funds purchased |
|
|
|
|
|
|
|
|
|
Decrease in repurchase agreements |
|
|
( |
) |
|
|
( |
) |
|
Proceeds from FHLB advances |
|
|
|
|
|
|
|
|
|
Repayment of FHLB advances |
|
|
( |
) |
|
|
( |
) |
|
Proceeds from issuance of common stock |
|
|
|
|
|
|
|
|
|
Direct expenses related to capital transactions |
|
|
( |
) |
|
|
|
|
|
Purchase of treasury stock |
|
|
( |
) |
|
|
|
|
|
Dividends paid on common stock |
|
|
( |
) |
|
|
( |
) |
|
Net cash provided by (used in) financing activities |
|
|
|
|
|
|
( |
) |
|
Decrease in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
|
|
|
$ |
|
|
See accompanying notes to unaudited condensed consolidated financial statements.
8
First Mid Bancshares, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
|
|
|
Six months ended June 30, |
|
|||||
|
(In thousands) |
|
2022 |
|
|
2021 |
|
||
|
Supplemental disclosures of cash flow information |
|
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
|
|
|
$ |
|
|
|
Income taxes |
|
|
|
|
|
|
|
|
|
Supplemental disclosures of noncash investing and financing activities |
|
|
|
|
|
|
|
|
|
Loans transferred to other real estate |
|
$ |
|
|
|
$ |
|
|
|
Fixed assets transferred to real estate owned |
|
|
|
|
|
|
|
|
|
Initial recognition of right-of-use assets |
|
|
|
|
|
|
|
|
|
Initial recognition of lease liabilities |
|
|
|
|
|
|
|
|
|
Dividends reinvested in common stock |
|
|
|
|
|
|
|
|
|
Net tax benefit related to option and deferred compensation plans |
|
|
|
|
|
|
|
|
|
Supplemental disclosures of purchases of capital stock |
|
|
|
|
|
|
|
|
|
Fair value of assets acquired |
|
$ |
|
|
|
$ |
|
|
|
Consideration paid: |
|
|
|
|
|
|
|
|
|
Cash paid |
|
|
|
|
|
|
|
|
|
Common stock issued |
|
|
|
|
|
|
|
|
|
Total consideration paid |
|
|
|
|
|
|
|
|
|
Fair value of liabilities assumed |
|
$ |
|
|
|
$ |
|
|
9
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 1 -- Basis of Accounting and Consolidation
The unaudited condensed consolidated financial statements include the accounts of First Mid Bancshares, Inc. (“Company”) and its wholly owned subsidiaries: First Mid Bank & Trust, N.A. (“First Mid Bank”), First Mid Wealth Management Company, First Mid Insurance Group, Inc. (“First Mid Insurance”), and First Mid Captive, Inc. The Company’s wholly owned subsidiary Jefferson Bank and Trust Company (“Jefferson Bank”), was merged into First Mid Bank on June 11, 2022. All significant intercompany balances and transactions have been eliminated in consolidation. The financial information reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the results of the interim periods ended June 30, 2022 and 2021, and all such adjustments are of a normal recurring nature. Certain amounts in the prior year’s consolidated financial statements may have been reclassified to conform to the June 30, 2022 presentation and there was no impact on net income or stockholders’ equity. The results of the interim period ended June 30, 2022 are not necessarily indicative of the results expected for the year ending December 31, 2022. The Company operates as a one-segment entity for financial reporting purposes. The 2021 year-end consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.
The unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all the information required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements and related footnote disclosures although the Company believes that the disclosures made are adequate to make the information not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2021 Annual Report on Form 10-K.
COVID-19
The COVID-19 outbreak is an unprecedented event that provides significant economic uncertainty for a broad spectrum of industries. The Company is focused on supporting its customers, communities and employees during this unique operating environment. Throughout this document, the Company describes the impact COVID-19 is having, actions taken as a result of COVID-19, and certain risks to the Company that COVID-19 creates or exacerbates, as well as management's outlook on the current COVID-19 situation.
Delta Bancshares Company
On July 28, 2021, the Company and Brock Sub LLC, a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company (“Delta Merger Sub”), entered into an Agreement and Plan of Merger (the “Delta Merger Agreement”) with Delta Bancshares Company, a Missouri corporation (“Delta”), pursuant to which, among other things, the Company agreed to acquire
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Delta Merger, each share of common stock, par value $
Delta’s wholly owned bank subsidiary, Jefferson Bank, was merged with and into First Mid Bank during the second quarter of 2022. At the time of the bank merger, Jefferson Bank’s banking offices became branches of First Mid Bank.
LINCO Bancshares, Inc.
On September 25, 2020, the Company and Eval Sub Inc., a wholly owned subsidiary of the Company ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with LINCO Bancshares, Inc., the former parent of Providence Bank ("LINCO"), and the sellers as defined therein, pursuant to which, among other things, the Company agreed to acquire
10
Subject to the terms and conditions of the Merger Agreement, at the effective time of the LINCO Merger, each share of common stock, par value $
The LINCO Merger closed on February 22, 2021, and Providence Bank merged into First Mid Bank on May 15, 2021.
Website
The Company maintains a website at www.firstmid.com. All periodic and current reports of the Company and amendments to these reports filed with the Securities and Exchange Commission (“SEC”) can be accessed, free of charge, through this website as soon as reasonably practicable after these materials are filed with the SEC.
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations and cash flows of the Company.
2021 Loan Purchase
On September 10, 2021, First Mid Bank completed an acquisition of loans in the St. Louis Metro market totaling $
Stock Plans
At the Annual Meeting of Stockholders held April 26, 2017, the stockholders approved the First Mid-Illinois Bancshares, Inc. 2017 Stock Incentive Plan (“SI Plan”). The SI Plan was implemented to succeed the Company’s 2007 Stock Incentive Plan, which had a term. The SI Plan is intended to provide a means whereby directors, employees, consultants and advisors of the Company and its subsidiaries may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company and its subsidiaries, thereby advancing the interests of the Company and its stockholders. Accordingly, directors and selected employees, consultants and advisors may be provided the opportunity to acquire shares of common stock of the Company on the terms and conditions established in the SI Plan.
Following the stockholders’ approval at the 2021 annual meeting of the Company, a maximum of
Employee Stock Purchase Plan
At the Annual Meeting of Stockholders held April 25, 2018, the stockholders approved the First Mid-Illinois Bancshares, Inc. Employee Stock Purchase Plan (“ESPP”). The ESPP is intended to promote the interests of the Company by providing eligible employees with the opportunity to purchase shares of common stock of the Company at a
A maximum of
11
Captive Insurance Company
First Mid Captive, Inc. (the “Captive"), a wholly owned subsidiary of the Company which was formed and began operations in December 2019, is a Nevada-based captive insurance company. The Captive insures against certain risks unique to operations of the Company and its subsidiaries for which insurance may not be currently available or economically feasible in today's insurance marketplace. The Captive pools resources with several other similar insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves. The Captive is subject to regulations of the State of Nevada and undergoes periodic examinations by the Nevada Division of Insurance. It has elected to be taxed under Section 831(b) of the Internal Revenue Code. Pursuant to Section 831(b), if gross premiums do not exceed $
Bank Owned Life Insurance
First Mid Bank has purchased life insurance policies on certain senior management. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts that are probable at settlement.
Revenue Recognition
Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), establishes a revenue recognition model for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. Most of the Company’s revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as loans and investment securities, and revenue related to mortgage servicing activities, which are subject to other accounting standards. A description of the revenue-generating activities that are within the scope of ASC 606, and included in other income in the Company’s condensed consolidated statements of income are as follows:
Trust revenues. The Company generates fee income from providing fiduciary services through its subsidiary, First Mid Wealth Management Company. Fees are billed in arrears based upon the preceding period account balance. Revenue from farm management services is recorded when the service is complete, for example when crops are sold.
Brokerage commissions. Revenue is recorded at the beginning of each quarter through billing to customers based on the account asset size on the last day of the previous quarter. If a withdrawal of funds takes place, a prorated refund may occur; this is reflected within the same quarter as the original billing occurred. All performance obligations are met within the same quarter that the revenue is recorded.
Insurance commissions. The Company’s insurance agency subsidiary, First Mid Insurance, receives commissions on premiums of new and renewed business policies. First Mid Insurance records commission revenue on direct bill policies as the cash is received. For agency bill policies, First Mid Insurance retains its commission portion of the customer premium payment and remits the balance to the carrier. In both cases, the entire performance obligation is held by the carriers.
Service charges on deposits. The Company generates revenue from fees charged for deposit account maintenance, overdrafts, wire transfers, and check fees. The revenue related to deposit fees is recognized at the time the performance obligation is satisfied.
ATM/debit card revenue. The Company generates revenue through service charges on the use of its ATM machines and interchange income from the use of Company issued credit and debit cards. The revenue is recognized at the time the service is used and the performance obligation is satisfied.
Other income. Treasury management fees and lock box fees are received and recorded after the service performance obligation is completed. Merchant bank card fees are received from various vendors; however, the performance obligation is with the vendors. The Company records gains on the sale of loans and the sale of OREO properties after the transactions are complete and transfer of ownership has occurred.
As each of the Company’s facilities is in markets with similar economies, no disaggregation of revenue is necessary.
12
Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss included in stockholders’ equity as of June 30, 2022 and December 31, 2021 are as follows (in thousands):
|
|
|
Unrealized Losses on Securities |
|
|
|
June 30, 2022 |
|
|
|
|
|
Net unrealized losses on securities available-for-sale |
|
$ |
( |
) |
|
Tax benefit |
|
|
|
|
|
Balance at June 30, 2022 |
|
$ |
( |
) |
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
|
|
Net unrealized losses on securities available-for-sale |
|
$ |
( |
) |
|
Tax benefit |
|
|
|
|
|
Balance at December 31, 2021 |
|
$ |
( |
) |
Amounts reclassified from accumulated other comprehensive loss and the affected line items in the statements of income during the three and six months ended June 30, 2022 and 2021, were as follows (in thousands):
|
|
|
Amounts Reclassified from Other Comprehensive Income |
|
|
|
|||||||||||||
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
Affected Line Item in the Statements of Income |
||||
|
Realized gains on available-for-sale securities |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Securities (loss) gains, net |
|
Tax effect |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Income taxes |
|
Total reclassifications out of accumulated other comprehensive income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Net reclassified amount |
See “Note 3 – Investment Securities” for more detailed information regarding unrealized losses on available-for-sale securities.
Adoption of New Accounting Guidance
Accounting Standards Update 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). In March 2022, FASB issued ASU 2022-02. The amendments in this update eliminate the accounting guidance and related disclosures for TDRs by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty and requiring an entity to disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost.
The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and are applied prospectively, except with respect to the recognition and measurement of TDRs, where an entity has the option to apply a modified retrospective transition method. Early adoption of the amendments in this update is permitted. An entity may elect to early adopt the amendments regarding TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures. The adoption of this accounting guidance is not expected to have a material impact on the Company's consolidated financial statements.
13
Note 2 -- Earnings Per Share
Basic net income per common share available to common stockholders is calculated as net income less preferred stock dividends divided by the weighted average number of common shares outstanding. Diluted net income per common share available to common stockholders is computed using the weighted average number of common shares outstanding, increased by the Company’s stock options, unless anti-dilutive.
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
Basic net income per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to diluted earnings per share |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive potential common shares: restricted stock awarded |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
There were
14
Note 3 -- Investment Securities
The amortized cost, gross unrealized gains and losses and estimated fair values for available-for-sale and held-to-maturity securities by major security type at June 30, 2022 and December 31, 2021 were as follows (in thousands):
|
|
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized (Losses) |
|
|
Fair Value |
|
||||
|
June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of U.S. government corporations and agencies |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Obligations of states and political subdivisions |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Mortgage-backed securities: GSE residential |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Other securities |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Total available-for-sale |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other investments |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Total held-to-maturity |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of U.S. government corporations and agencies |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Obligations of states and political subdivisions |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Mortgage-backed securities: GSE residential |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Other securities |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Total available-for-sale |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of U.S. government corporations and agencies |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Other investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of U.S. government corporations and agencies |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
The Company also had $
Realized gains and losses resulting from sales of securities were as follows during the three and six months ended June 30, 2022 and 2021 (in thousands):
|
|
|
Three months June 30, |
|
|
Six months June 30, |
|
||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
Gross gains |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Gross losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
The following table indicates the expected maturities of investment securities classified as available-for-sale presented at fair value, and held-to-maturity presented at amortized cost, at June 30, 2022 and the weighted average yield for each range of maturities (dollars in thousands):
|
|
|
One year or less |
|
|
After 1 through 5 years |
|
|
After 5 through 10 years |
|
|
After ten years |
|
|
Total |
|
|||||
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of U.S. government corporations and agencies |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Obligations of state and political subdivisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities: GSE residential |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale investments |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Weighted average yield |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
Full tax-equivalent yield |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
Held to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other investments |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Total held-to-maturity |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Weighted average yield |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
Full tax-equivalent yield |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
The weighted average yields are calculated based on the amortized cost and effective yields weighted for the scheduled maturity of each security. Tax-equivalent yields have been calculated using a
Investment securities carried at approximately $
The following table presents the aging of gross unrealized losses and fair value by investment category as of June 30, 2022 and December 31, 2021 (in thousands):
|
|
|
Less than 12 months |
|
|
12 months or more |
|
|
Total |
|
|||||||||||||||
|
|
|
Fair Value |
|
|
Unrealized Losses |
|
|
Fair Value |
|
|
Unrealized Losses |
|
|
Fair Value |
|
|
Unrealized Losses |
|
||||||
|
June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of U.S. government corporations and agencies |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
Obligations of states and political subdivisions |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Mortgage-backed securities: GSE residential |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Other securities |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Total |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of U.S. government corporations and agencies |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
Obligations of states and political subdivisions |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
Mortgage-backed securities: GSE residential |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Other securities |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
Total |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
16
U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies. At June 30, 2022 there were
Obligations of states and political subdivisions. At June 30, 2022, there were
Mortgage-backed Securities: GSE Residential. At June 30, 2022, there were
Other securities. At June 30, 2022, there were
The Company does not believe any unrealized losses as of June 30, 2022 represents other than temporary impairment ("OTTI"). However, given the uncertainty of the financial markets, the Company may be required to recognize OTTI losses in future periods with respect to its available for sale investment securities portfolio. The amount and timing of any additional OTTI will depend on the decline in the underlying cash flows of the securities. Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced, and the resulting loss recognized in the period the other-than-temporary impairment is identified.
Note 4 – Loans and Allowance for Credit Losses
Loans are stated at amortized cost net of an allowance for credit losses. Amortized cost is the unpaid principal net of unearned premiums and discounts, and net deferred origination fees and costs. Deferred loan origination fees are reduced by loan origination costs and are amortized to interest income over the life of the related loan using methods that approximated the effective interest rate method. Interest on substantially all loans is credited to income based on the principal amount outstanding.
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
Construction and land development |
|
$ |
|
|
|
$ |
|
|
|
Agricultural real estate |
|
|
|
|
|
|
|
|
|
1-4 family residential properties |
|
|
|
|
|
|
|
|
|
Multifamily residential properties |
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
Loans secured by real estate |
|
|
|
|
|
|
|
|
|
Agricultural loans |
|
|
|
|
|
|
|
|
|
Commercial and industrial loans |
|
|
|
|
|
|
|
|
|
Consumer loans |
|
|
|
|
|
|
|
|
|
All other loans |
|
|
|
|
|
|
|
|
|
Total gross loans |
|
|
|
|
|
|
|
|
|
Less: loans held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
Net deferred loan fees, premiums and discounts |
|
|
|
|
|
|
|
|
|
Allowance for credit losses |
|
|
|
|
|
|
|
|
|
Net loans |
|
$ |
|
|
|
$ |
|
|
Loans expected to be sold are classified as held for sale in the consolidated financial statements and are recorded at the lower of aggregate cost or fair value, taking into consideration future commitments to sell the loans. These loans are primarily for 1-4 family residential properties.
17
Accrued interest on loans, which is excluded from the amortized cost of the balances above, totaled $
Most of the Company’s business activities are with customers located near the Company's branch locations in Illinois, Missouri, and Texas. At June 30, 2022, the Company’s loan portfolio included $
In addition, the Company has $
The structure of the Company’s loan approval process is based on progressively larger lending authorities granted to individual loan officers, loan committees, and ultimately the board of directors. Outstanding balances to one borrower or affiliated borrowers are limited by federal regulation and most borrowers are below regulatory thresholds. The Company can occasionally have outstanding balances to one borrower up to but not exceeding the regulatory threshold should underwriting guidelines warrant. Most of the Company’s loans are to businesses located in the geographic market areas served by the Company’s branch bank system. Additionally, a significant portion of the collateral securing the loans in the portfolio is located within the Company’s primary geographic footprint. In general, the Company adheres to loan underwriting standards consistent with industry guidelines for all loan segments.
The Company’s lending can be summarized into the following primary areas:
Commercial Real Estate Loans. Commercial real estate loans are generally comprised of loans to small business entities to purchase or expand structures in which the business operations are housed, loans to owners of real estate who lease space to non-related commercial entities, loans for construction and land development, loans to hotel operators, and loans to owners of multi-family residential structures, such as apartment buildings. Commercial real estate loans are underwritten based on historical and projected cash flows of the borrower and secondarily on the underlying real estate pledged as collateral on the debt. For the various types of commercial real estate loans, minimum criteria have been established within the Company’s loan policy regarding debt service coverage while maximum limits on loan-to-value and amortization periods have been defined. Maximum loan-to-value ratios range from
Commercial and Industrial Loans. Commercial and industrial loans are primarily comprised of working capital loans used to purchase inventory and fund accounts receivable that are secured by business assets other than real estate. These loans are generally written for
Agricultural and Agricultural Real Estate Loans. Agricultural loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment. Agricultural real estate loans are primarily comprised of loans for the purchase of farmland. Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year based on industry developed estimates of farm input costs and expected commodity yields and prices. Operating lines are typically written for
18
Residential Real Estate Loans. Residential real estate loans generally include loans for the purchase or refinance of residential real estate properties consisting of one-to-four units and home equity loans and lines of credit. The Company sells most of its long-term fixed rate residential real estate loans to secondary market investors. The Company also releases the servicing of these loans upon sale. Residential real estate loans are typically underwritten to conform to industry standards including criteria for maximum debt-to-income and loan-to-value ratios as well as minimum credit scores. Loans secured by first liens on residential real estate held in the portfolio typically do not exceed
Consumer Loans. Consumer loans are primarily comprised of loans to individuals for personal and household purposes such as the purchase of an automobile or other living expenses. Minimum underwriting criteria have been established that consider credit score, debt-to-income ratio, employment history, and collateral coverage. Typically, consumer loans are set up on monthly payments with amortization periods based on the type and age of the collateral.
Other Loans. Other loans consist primarily of loans to municipalities to support community projects such as infrastructure improvements or equipment purchases. Underwriting guidelines for these loans are consistent with those established for commercial loans with the additional repayment source of the taxing authority of the municipality.
Allowance for Credit Losses
The allowance for credit losses represents the Company’s best estimate of the reserve necessary to adequately account for probable losses expected over the remaining contractual life of the assets. The provision for credit losses is the charge against current earnings that is determined by the Company as the amount needed to maintain an adequate allowance for credit losses. In determining the adequacy of the allowance for credit losses, and therefore the provision to be charged to current earnings, the Company relies predominantly on a disciplined credit review and approval process that extends to the full range of the Company’s credit exposure. The review process is directed by the overall lending policy and is intended to identify, at the earliest possible stage, borrowers who might be facing financial difficulty. Factors considered by the Company in evaluating the overall adequacy of the allowance include historical net loan losses, the level and composition of nonaccrual, past due and troubled debt restructurings, trends in volumes and terms of loans, effects of changes in risk selection and underwriting standards or lending practices, lending staff changes, concentrations of credit, industry conditions and the current economic conditions in the region where the Company operates. The Company estimates the appropriate level of allowance for credit losses by evaluating large individually evaluated loans separately from non-individually evaluated loans.
Individually Evaluated Loans
The Company individually evaluates certain loans for impairment. In general, these loans have been internally identified via the Company’s loan grading system as credits requiring management’s attention due to underlying problems in the borrower’s business or collateral concerns. This evaluation considers expected future cash flows, the value of collateral and other factors that may impact the borrower’s ability to make payments when due. For loans greater than $
Non-Individually Evaluated Loans
Non-individually evaluated loans comprise the vast majority of the Company’s total loan portfolio and include loans in accrual status and those credits not identified as troubled debt restructurings. A small portion of these loans are considered “criticized” due to the risk rating assigned reflecting elevated credit risk due to characteristics, such as a strained cash flow position, associated with the individual borrowers. Criticized loans are those assigned risk ratings of Special Mention, Substandard, or Doubtful.
To determine the allowance, the loan portfolio is segmented based on similar risk characteristics. The allowance for credit losses is estimated using a discounted cash flow (DCF) methodology. The DCF projects future cash flows over the life of the loan portfolio. Probability of default (PD) and loss given default (LGD) are key components in calculating expected losses in this model. The PD is forecasted using a regression model that determines the likelihood of default with a forward-looking forecast of unemployment rates. The LGD is the percentage of defaulted loans that is ultimately charged off. The allowance is calculated as the net present value of the expected cash flows less the amortized cost basis of the loans. Prior to 2022, the allowance for credit losses was measured on a collective (pool) basis for non-individually evaluated loans with similar risk characteristics. Historical credit loss experience provided the basis for the estimate of expected credit losses. Adjustments to expected losses are made using qualitative factors for relevant to each loan segment including merger & acquisition activity, economic conditions, changes in policies, procedures & underwriting, and concentrations. In addition, a forecast, using reasonable and supportable future conditions, is prepared that is used to estimate expected changes to existing and historical conditions in the current period.
19
The Company also considers specific current economic events occurring globally, in the U.S. and in its local markets. In March 2020, in response to the COVID-19 outbreak, its significant disruptions in the U.S. economy and impacts on local markets, First Mid Bank offered a 90-day commercial deferral program, primarily to hotel and restaurant borrowers. In accordance with interagency guidance issued in March 2020, these short-term deferrals are not considered troubled debt restructurings. These deferrals were, however, considered in the factors used to estimate the required allowance for credit losses for non-individually evaluated loans. Other COVID-19 related impacts considered included revenue losses of businesses required to restrict or cease services, income loss to workers laid off as a result of COVID-19 restrictions, various federal and state government stimulus programs and additional deferral programs offered by First Mid Bank beginning in April 2020. Other events considered include the status of trade agreements with China, scheduled increases in minimum wage and changes to the minimum salary threshold for overtime provisions, current and projected unemployment rates, current and projected grain and oil prices and economies of local markets where customers work and operate.
Within each pool, risk elements are evaluated that have specific impacts to the borrowers within the pool. These, along with the general risks and events, and the specific lending policies and procedures by loan type described above, are analyzed to estimate the qualitative factors used to adjust the historical loss rates.
During the current period, the following assumptions and factors were considered when determining the historical loss rate and any potential adjustments by loan pool.
Construction and Land Development Loans. Historical losses in this segment remained very low. Current activity in this industry was deemed essential and has continued during COVID-19. While staffing shortages and supply chain disruptions cause risk in this segment, most projects are associated with financially strong borrowers. Due to actual and expected changes in economic and business conditions, the qualitative factor for this segment was increased by 5 basis points.
Agricultural Real Estate Loans. Historical losses in the segment remain very low. Farmland values have increased over an extended period of time and there are no indications that this will change in the next year. There was a slight decrease to the qualitative factor for this segment.
1- 4 Family Residential Properties Loans. COVID-19 has impacted the finances of consumers from layoffs and furloughs resulting from employers that must reduce or suspend operations. Increased risk in this segment includes consumer ability to make mortgage and rent payments. Some of this impact was offset by governmental actions such as stimulus payments and extended unemployment benefits. First Mid Bank also offered short-term loan payment deferral to borrowers in this segment. There was no change to the qualitative factors for this segment.
Commercial Real Estate Loans. This segment includes the Company's majority of exposure to the hotel industry which has been significantly impacted by COVID-19 events. Other impacted industries in this segment include restaurants and retail establishments. The qualitative factors on both non-owner occupied and owner-occupied loans for this segment were increased by 5 basis points due to actual and expected changes in economic and business conditions.
Agricultural Loans. Losses in this segment are very low. Commodity prices have been elevated and yields have been strong. The qualitative factor of this segment was decreased slightly.
Commercial and Industrial Loans. The COVID-19 impacts include forced closures and scaled-back services for many industries within this segment including retailers, restaurants, and video gaming establishments. Some of this risk was offset by government relief programs as well as, First Mid Bank's payment deferral program. The qualitative factor for this segment was not changed.
Consumer Loans. The financial status of many borrowers was impacted by COVID-19 events including layoffs and reduced hours. Some of this impact was offset by government stimulus programs, increased paid leave and increased and extended unemployment benefits. Additionally, First Mid Bank has offered a short-term payment deferral program. The qualitative factor for this segment was increased by 5 basis points due to actual and expected changes in economic and business conditions.
Acquired Loans. Prior to January 1, 2020 loans acquired with evidence of credit deterioration since origination and for which it was probable that all contractually required payments would not be collected were considered purchased credit impaired at the time of acquisition. Purchase credit-impaired ("PCI") loans were accounted for under ASC 310-30, Receivables--Loans and Debt Securities Acquired with Deteriorated Credit Quality ("ASC 310-30"), and were initially measured at fair value, which included the estimated future credit losses expected to be incurred over the life of the loan.
Accordingly, an allowance for credit losses related to these loans was not carried over and recorded at the acquisition date. The cash flows expected to be collected were estimated using current key assumptions, such as default rates, value of underlying collateral, severity and prepayment speeds.
20
Subsequent to January 1, 2020, loans acquired in a business combination that have experienced more-than-insignificant deterioration in credit quality since origination are considered purchased credit deteriorated (“PCD”) loans. At the acquisition date, an estimate of expected credit losses is made for groups of PCD loans with similar risk characteristics and individual PCD loans without similar risk characteristics. This initial allowance for credit losses is allocated to individual PCD loans and added to the purchase price or acquisition date fair values to establish the initial amortized cost basis of the PCD loans. As the initial allowance for credit losses is added to the purchase price, there is no credit loss expense recognized upon acquisition of a PCD loan. Any difference between the unpaid principal balance of PCD loans and the amortized cost basis is considered to relate to noncredit factors and results in a discount or premium. Discounts and premiums are recognized through interest income on a level-yield method over the life of the loans.
For acquired loans not deemed purchased credit deteriorated at acquisition, the differences between the initial fair value and the unpaid principal balance are recognized as interest income on a level-yield basis over the lives of the related loans. At the acquisition date, an initial allowance for expected credit losses is estimated and recorded as credit loss expense. The subsequent measurement of expected credit losses for all acquired loans is the same as the subsequent measurement of expected credit losses for originated loans.
The following table presents the activity in the allowance for credit losses based on portfolio segment for the three and six months ended June 30, 2022 (in thousands):
|
|
|
Construction and Land Development |
|
|
Agricultural Real Estate |
|
|
1-4 Family Residential Properties |
|
|
Commercial Real Estate |
|
|
Agricultural Loans |
|
|
Commercial and Industrial |
|
|
Consumer Loans |
|
|
Total |
|
||||||||
|
Three months ended June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Provision for credit loss expense |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans charged off |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries collected |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Initial allowance on loans purchased with credit deterioration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for credit loss expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Loans charged off |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries collected |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
The following tables present the activity in the allowance for credit losses based on portfolio segment for the three and six months ended June 30, 2021 and for the year ended December 31, 2021 (in thousands):
|
|
|
Construction and Land Development |
|
|
Agricultural Real Estate |
|
|
1-4 Family Residential Properties |
|
|
Commercial Real Estate |
|
|
Agricultural Loans |
|
|
Commercial and Industrial |
|
|
Consumer Loans |
|
|
Total |
|
||||||||
|
Three months ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Beginning balance (prior to adoption of ASC 326) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Provision for credit loss expense |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Loans charged off |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries collected |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Beginning balance (prior to adoption of ASC 326) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Initial allowance on loans purchased with credit deterioration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for credit loss expense |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans charged off |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries collected |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve months ended December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Beginning balance (prior to adoption of ASC 326) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Impact of adopting ASC 326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for credit loss expense |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans charged off |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries collected |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Consistent with regulatory guidance, charge-offs on all loan segments are taken when specific loans, or portions thereof, are considered uncollectible. The Company’s policy is to promptly charge these loans off in the period the uncollectible loss is reasonably determined.
For all loan portfolio segments except 1-4 family residential properties and consumer, the Company promptly charges-off loans, or portions thereof, when available information confirms that specific loans are uncollectible based on information that includes, but is not limited to, (1) the deteriorating financial condition of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy, that impairs the borrower’s ability to adequately meet its obligations. For individually evaluated loans that are considered solely collateral dependent, a partial charge-off is recorded when a loss has been confirmed by an updated appraisal or other appropriate valuation of the collateral.
The Company charges-off 1-4 family residential and consumer loans, or portions thereof, when the Company reasonably determines the amount of the loss. The Company adheres to timeframes established by applicable regulatory guidance which provides for the charge-down of 1-4 family first and junior lien mortgages to the net realizable value less costs to sell when the loan is
22
The following table presents the amortized cost basis of collateral-dependent loans by class of loans that were individually evaluated to determine expected credit losses, and the related allowance for credit losses, as of June 30, 2022 (in thousands):
|
|
|
Collateral |
|
|
Allowance |
|
||||||||||||||
|
|
|
Real Estate |
|
|
Business Assets |
|
|
Other |
|
|
Total |
|
|
for Credit Losses |
|
|||||
|
Construction and land development |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Agricultural real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-4 family residential properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multifamily residential properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans secured by real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Credit Quality
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, collateral support, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a continuous basis. The Company uses the following definitions for risk ratings which are commensurate with a loan considered “criticized”:
Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
Substandard. Loans classified as substandard are inadequately protected by the current sound-worthiness and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing factors, conditions and values, highly questionable and improbable.
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered pass rated loans.
23
The following tables present the credit risk profile of the Company’s loan portfolio on amortized cost basis based on risk rating category and year of origination as of June 30, 2022 (in thousands):
|
|
|
Term Loans by Origination Year |
|
|
Revolving |
|
|
|
|
|
||||||||||||||||||||||
|
Risk rating |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
2018 |
|
|
Prior |
|
|
Loans |
|
|
Total |
|
||||||||
|
June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and land development loans |
|
|||||||||||||||||||||||||||||||
|
Pass |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Special mention |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Agricultural real estate loans |
|
|||||||||||||||||||||||||||||||
|
Pass |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Special mention |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
1-4 family residential property loans |
|
|||||||||||||||||||||||||||||||
|
Pass |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Special mention |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Commercial real estate loans |
|
|||||||||||||||||||||||||||||||
|
Pass |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Special mention |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Agricultural loans |
|
|||||||||||||||||||||||||||||||
|
Pass |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Special mention |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Commercial and industrial loans |
|
|||||||||||||||||||||||||||||||
|
Pass |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Special mention |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Doubtful |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Consumer loans |
|
|||||||||||||||||||||||||||||||
|
Pass |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Special mention |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Total loans |
|
|||||||||||||||||||||||||||||||
|
Pass |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Special mention |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Doubtful |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
24
The following tables present the credit risk profile of the Company’s loan portfolio based on risk rating category as of December 31, 2021 (in thousands):
|
|
|
Term Loans by Origination Year |
|
|
Revolving |
|
|
|
|
|
||||||||||||||||||||||
|
Risk rating |
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
2018 |
|
|
2017 |
|
|
Prior |
|
|
Loans |
|
|
Total |
|
||||||||
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and land development loans |
|
|||||||||||||||||||||||||||||||
|
Pass |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Special mention |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Agricultural real estate loans |
|
|||||||||||||||||||||||||||||||
|
Pass |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Special mention |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
1-4 family residential property loans |
|
|||||||||||||||||||||||||||||||
|
Pass |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Special mention |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Commercial real estate loans |
|
|||||||||||||||||||||||||||||||
|
Pass |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Special mention |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Agricultural loans |
|
|||||||||||||||||||||||||||||||
|
Pass |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Special mention |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Commercial and industrial loans |
|
|||||||||||||||||||||||||||||||
|
Pass |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Special mention |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Consumer loans |
|
|||||||||||||||||||||||||||||||
|
Pass |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Special mention |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Total loans |
|
|||||||||||||||||||||||||||||||
|
Pass |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Special mention |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
25
The following table presents the Company’s loan portfolio aging analysis at June 30, 2022 and December 31, 2021 (in thousands):
|
|
|
30-59 Days Past Due |
|
|
60-89 Days Past Due |
|
|
90 Days or More Past Due |
|
|
Total Past Due |
|
|
Current |
|
|
Total Loans Receivable |
|
|
Total Loans > 90 Days and Accruing |
|
|||||||
|
June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and land development |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Agricultural real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-4 family residential properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multifamily residential properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans secured by real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and land development |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Agricultural real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-4 family residential properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multifamily residential properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans secured by real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Individually Evaluated Loans
Within all loan portfolio segments, loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date. Impaired loans, excluding certain troubled debt restructured loans, are placed on nonaccrual status. Impaired loans include nonaccrual loans and loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. It is the Company’s policy to have any restructured loans which are on nonaccrual status prior to being modified remain on nonaccrual status until, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. If the restructured loan is on accrual status prior to being modified, the loan is reviewed to determine if the modified loan should remain on accrual status.
The Company’s policy is to discontinue the accrual of interest income on all loans for which principal or interest is ninety days past due. The accrual of interest is discontinued earlier when, in the opinion of management, there is reasonable doubt as to the timely collection of interest or principal. Once interest accruals are discontinued, accrued but uncollected interest is charged against current year income. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Interest on loans determined to be troubled debt restructurings is recognized on an accrual basis in accordance with the restructured terms if the loan is in compliance with the modified terms. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. The Company requires a period of satisfactory performance of not less than six months before returning a nonaccrual loan to accrual status.
The amount of interest income recognized by the Company within the periods stated above was due to loans modified in troubled debt restructurings that remain on accrual status.
26
Non-Accrual Loans
The following table presents the amortized cost basis of loans on nonaccrual status and of nonaccrual loans individually evaluated for which no allowance was recorded as of June 30, 2022 and December 31, 2021 (in thousands). There were no loans past due over eighty-nine days that were still accruing.
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||||||||||
|
|
|
Nonaccrual with no Allowance for |
|
|
Total |
|
|
Nonaccrual with no Allowance for |
|
|
Total |
|
||||
|
|
|
Credit Loss |
|
|
Nonaccrual |
|
|
Credit Loss |
|
|
Nonaccrual |
|
||||
|
Construction and land development |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Agricultural real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-4 family residential properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multifamily residential properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans secured by real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Interest income that would have been recorded under the original terms of such nonaccrual loans totaled $
Troubled Debt Restructuring
The balance of troubled debt restructurings ("TDRs") at June 30, 2022 and December 31, 2021 was $
The following table presents the Company’s recorded balance of troubled debt restructurings at June 30, 2022 and December 31, 2021 (in thousands).
|
Troubled debt restructurings: |
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
Agricultural real estate |
|
$ |
|
|
|
$ |
|
|
|
1-4 family residential properties |
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
Loans secured by real estate |
|
|
|
|
|
|
|
|
|
Agricultural loans |
|
|
|
|
|
|
|
|
|
Commercial and industrial loans |
|
|
|
|
|
|
|
|
|
Consumer loans |
|
|
|
|
|
|
|
|
|
All other loans |
|
|
— |
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
Performing troubled debt restructurings: |
|
|
|
|
|
|
|
|
|
Agricultural real estate |
|
$ |
|
|
|
$ |
|
|
|
1-4 family residential properties |
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
Loans secured by real estate |
|
|
|
|
|
|
|
|
|
Commercial and industrial loans |
|
|
|
|
|
|
|
|
|
Consumer loans |
|
|
|
|
|
|
|
|
|
All other loans |
|
|
— |
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
27
The following table presents loans modified as TDRs during the six months ended June 30, 2022, as a result of various modified loan factors (in thousands). The change in the recorded investment from pre-modification to post- modification was not material.
|
|
|
June 30, 2022 |
|
June 30, 2021 |
||||||||||||||||
|
|
|
Number of |
|
|
Recorded |
|
|
Type of |
|
Number of |
|
|
Recorded |
|
|
Type of |
||||
|
|
|
Modifications |
|
|
Investment |
|
|
Modifications |
|
Modifications |
|
|
Investment |
|
|
Modifications |
||||
|
1-4 family residential properties |
|
|
|
|
|
$ |
|
|
|
(b)(c) |
|
|
|
|
|
|
|
|
|
(c) |
|
Commercial real estate |
|
|
|
|
|
|
|
|
|
(b) |
|
|
|
|
|
|
|
|
|
(b) |
|
Loans secured by real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) |
|
Total |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
Type of modifications:
|
|
(a) |
Reduction of stated interest rate of loan |
|
|
(b) |
Change in payment terms |
|
|
(c) |
Extension of maturity date |
|
|
(d) |
Permanent reduction of the recorded investment |
A loan is considered to be in payment default once it is 90 days past due under the modified terms. There were
The balance of real estate owned includes $
Purchased Credit Deteriorated (PCD) Loans
The Company has acquired loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of those loans at acquisition date is as follows (in thousands):
|
|
|
2022 |
|
|
|
2021 |
|
||
|
|
|
Delta Acquisition |
|
|
|
LINCO Acquisition |
|
||
|
Purchase price of purchase credit deteriorated loans at acquisition |
|
$ |
|
|
|
|
$ |
|
|
|
Allowance for credit losses at acquisition |
|
|
( |
) |
|
|
|
( |
) |
|
Non-credit discount/(premium) at acquisition |
|
|
( |
) |
|
|
|
( |
) |
|
Fair value of purchased credit deteriorated loans at acquisition |
|
$ |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
28
Note 5 -- Goodwill and Intangible Assets
The Company has goodwill from business combinations, intangible assets from branch acquisitions, identifiable intangible assets assigned to core deposit relationships and customer lists of First Mid Wealth Management Company and First Mid Insurance.
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||||||||||
|
|
|
Gross Carrying Value |
|
|
Accumulated Amortization |
|
|
Gross Carrying Value |
|
|
Accumulated Amortization |
|
||||
|
Goodwill not subject to amortization (effective 1/1/02) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Intangibles from branch acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core deposit intangibles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other intangibles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
During the first quarter of 2022, goodwill of $
During the second quarter of 2021, goodwill of $
Goodwill of $
The following table provides a reconciliation of the purchase price paid for the acquisition of Delta and the amount of goodwill recorded (in thousands):
|
Unallocated purchase price |
|
|
|
|
$ |
|
|
|
Less purchase accounting adjustments: |
|
|
|
|
|
|
|
|
Fair value of securities |
$ |
( |
) |
|
|
|
|
|
Fair value of loans, net |
|
( |
) |
|
|
|
|
|
Fair value of premises and equipment |
|
|
|
|
|
|
|
|
Fair value of time deposits |
|
( |
) |
|
|
|
|
|
Fair value of FHLB advances |
|
( |
) |
|
|
|
|
|
Core deposit intangible |
|
|
|
|
|
|
|
|
Other assets |
|
( |
) |
|
|
|
|
|
Other liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
29
The following table provides a reconciliation of the purchase price paid for the acquisition of LINCO and the amount of goodwill recorded (in thousands):
|
Unallocated purchase price |
|
|
|
|
$ |
|
|
|
Less purchase accounting adjustments: |
|
|
|
|
|
|
|
|
Fair value of securities |
$ |
|
|
|
|
|
|
|
Fair value of loans, net |
|
( |
) |
|
|
|
|
|
Fair value of other real estate owned |
|
|
|
|
|
|
|
|
Fair value of premises and equipment |
|
|
|
|
|
|
|
|
Fair value of time deposits |
|
( |
) |
|
|
|
|
|
Fair value of FHLB advances |
|
( |
) |
|
|
|
|
|
Core deposit intangible |
|
|
|
|
|
|
|
|
Other assets |
|
|
|
|
|
|
|
|
Other liabilities |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
The Company has mortgage servicing rights acquired in previous acquisitions. The following table summarizes the activity pertaining to mortgage servicing rights included in intangible assets as of June 30, 2022, June 30, 2021 and December 31, 2021 (in thousands):
|
|
|
June 30, 2022 |
|
|
June 30, 2021 |
|
|
December 31, 2021 |
|
|||
|
Beginning balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Fair market value adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage servicing rights amortized |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Interest only strip |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
30
Total amortization expense for six months ended June 30, 2022 and 2021 was as follows (in thousands):
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
Core deposit intangibles |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Customer list intangibles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage servicing rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Aggregate amortization expense for the current year and estimated amortization expense for each of the five succeeding years is shown in the table below (in thousands):
|
Aggregate amortization expense: |
|
|
|
|
|
For period 01/01/22 - 06/30/22 |
|
$ |
|
|
|
Estimated amortization expense: |
|
|
|
|
|
For period 07/01/22 - 12/31/22 |
|
|
|
|
|
For year ended 12/31/23 |
|
|
|
|
|
For year ended 12/31/24 |
|
|
|
|
|
For year ended 12/31/25 |
|
|
|
|
|
For year ended 12/31/26 |
|
|
|
|
In accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” codified within ASC 350, the Company performed testing of goodwill for impairment as of September 30, 2021 and determined that, as of that date, goodwill was not impaired. Management also concluded that the remaining amounts and amortization periods were appropriate for all intangible assets.
31
Note 6 -- Repurchase Agreements and Other Borrowings
Securities sold under agreements to repurchase were $
The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral pledged by the Company would be used to settle the fair value of the repurchase agreement should the Company be in default (e.g., declare bankruptcy), the Company could cancel the repurchase agreement (i.e., cease payment of principal and interest), and attempt collection on the amount of collateral value in excess of the repurchase agreement fair value. The collateral is held by a third-party financial institution in the counterparty's custodial account. The counterparty has the right to sell or repledge the investment securities. For government entity repurchase agreements, the collateral is held by the Company in a segregated custodial account under a tri-party agreement. The Company is required by the counterparty to maintain adequate collateral levels. In the event the collateral fair value falls below stipulated levels, the Company will pledge additional securities. The Company closely monitors collateral levels to ensure adequate levels are maintained, while mitigating the potential of over-collateralization in the event of counterparty default.
Collateral pledged by class for repurchase agreements are as follows (in thousands):
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
US Treasury securities and obligations of U.S. government corporations and agencies |
|
$ |
|
|
|
$ |
|
|
|
Mortgage-backed securities: GSE: residential |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
FHLB borrowings, before net premiums of $
|
Advance |
|
|
Term (in years) |
|
|
Interest Rate |
|
|
Maturity Date |
|||
|
|
|
|
|
|
|
|
|
|
|
|
||
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|
|
|
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|
|
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|
|
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|
|
|
|
|
||
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|
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|
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||
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|
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||
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||
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||
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|
32
Note 7 -- Fair Value of Assets and Liabilities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:
Level 1Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.
Level 2Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities which use observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in active markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Following is a description of the inputs and valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.
Available-for-Sale Securities. The fair value of available-for-sale securities is determined by various valuation methodologies. Where quoted market prices are available in an active market, securities are classified within Level 1. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independent sources of market parameters, including but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.
Fair value determinations for Level 3 measurements of securities are the responsibility of the Treasury function of the Company. The Company contracts with a pricing specialist to generate fair value estimates on a monthly basis. The Treasury function of the Company challenges the reasonableness of the assumptions used and reviews the methodology to ensure the estimated fair value complies with accounting standards generally accepted in the United States, analyzes the changes in fair value and compares these changes to internally developed expectations and monitors these changes for appropriateness.
Derivatives. The fair value of derivatives is based on models using observable market data as of the measurement date and are therefore classified in Level 2 of the valuation hierarchy.
33
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall as of June 30, 2022 and December 31, 2021 (in thousands):
|
|
|
Fair Value Measurements Using |
|
|||||||||||||
|
|
|
|
|
|
|
Quoted Prices in Active Markets for Identical Assets |
|
|
Significant Other Observable Inputs |
|
|
Significant Unobservable Inputs |
|
|||
|
|
|
Fair Value |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
||||
|
June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of U.S. government corporations and agencies |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Obligations of states and political subdivisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative assets: interest rate swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities: interest rate swaps |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of U.S. government corporations and agencies |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Obligations of states and political subdivisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative assets: interest rate swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities: interest rate swaps |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
The change in fair value of assets measured on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2022 and 2021 is summarized as follows (in thousands):
|
|
|
Obligation of State and Political Subdivisions |
|
|||||||||||||
|
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
|
June 30, 2022 |
|
|
June 30, 2021 |
|
|
June 30, 2022 |
|
|
June 30, 2021 |
|
||||
|
Beginning balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Transfers into Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers out of Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gains or losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases, issuances, sales and settlements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlements |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Total gains or losses for the period included in net income attributable to the change in unrealized gains or losses related to assets and liabilities still held at the reporting date |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
34
Following is a description of the valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.
Collateral Dependent Loans. Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for determining the amount of impairment and estimating fair value include using the fair value of the collateral for collateral dependent loans.
If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. Individually evaluated loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.
Management establishes a specific allowance for individually evaluated loans that have an estimated fair value that is below the carrying value. The total carrying amount of loans for which a change in specific allowance has occurred as of June 30, 2022 was $
When there is little prospect of collecting principal or interest, loans, or portions of loans, may be charged-off to the allowance for credit losses. Losses are recognized in the period an obligation becomes uncollectible. The recognition of a loss does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the loan even though partial recovery may be affected in the future.
Foreclosed Assets Held For Sale. Other real estate owned acquired through loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for credit losses. Due to the subjective nature of establishing the fair value when the asset is acquired, the actual fair value of the other real estate owned, or foreclosed asset could differ from the original estimate. If it is determined that fair value declines subsequent to foreclosure, a valuation allowance is recorded through noninterest expense. Operating costs associated with the assets after acquisition are also recorded as noninterest expense. Gains and losses on the disposition of other real estate owned and foreclosed assets are netted and posted to other noninterest expense. The total carrying amount of other real estate owned as of June 30, 2022 was $
Mortgage Servicing Rights. As of June 30, 2022, mortgage servicing rights had a carrying value of $
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2022 and December 31, 2021 (in thousands):
|
|
|
Fair Value Measurements Using |
|
|||||||||||||
|
|
|
|
|
|
|
Quoted Prices in Active Markets for Identical Assets |
|
|
Significant Other Observable Inputs |
|
|
Significant Unobservable Inputs |
|
|||
|
|
|
Fair Value |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
||||
|
June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateral dependent loans |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Foreclosed assets held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage servicing rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateral dependent loans |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Foreclosed assets held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage servicing rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
Sensitivity of Significant Unobservable Inputs
The following table presents quantitative information about unobservable inputs used in Level 3 fair value measurements other than goodwill at June 30, 2022 and December 31, 2021.
|
June 30, 2022 |
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Inputs |
|
Range |
|
Weighted Average |
|
||
|
Collateral dependent loans |
|
$ |
|
|
|
Third party valuations |
|
Discount to reflect realizable value |
|
|
|
|
|
|
|
Foreclosed assets held for sale |
|
|
|
|
|
Third party valuations |
|
Discount to reflect realizable value less estimated selling costs |
|
|
|
|
|
|
|
Mortgage servicing rights |
|
|
|
|
|
Third party valuations |
|
PSA standard prepayment model rate |
|
|
|
|
|
|
|
December 31, 2021 |
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Inputs |
|
Range |
|
Weighted Average |
|
||
|
Collateral dependent loans |
|
$ |
|
|
|
Third party valuations |
|
Discount to reflect realizable value |
|
|
|
|
|
|
|
Foreclosed assets held for sale |
|
|
|
|
|
Third party valuations |
|
Discount to reflect realizable value less estimated selling costs |
|
|
|
|
|
|
|
Mortgage servicing rights |
|
|
|
|
|
Third party valuations |
|
PSA standard prepayment model rate |
|
|
|
|
|
|
36
The following tables present estimated fair values of the Company’s financial instruments at June 30, 2022 and December 31, 2021 in accordance with ASC 825 (in thousands):
|
|
|
Carrying Amount |
|
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||||
|
June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Federal funds sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposit investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans net of allowance for credit losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Reserve Bank stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Other borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities sold under agreements to repurchase |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated debt, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Junior subordinated debentures, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Federal funds sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposit investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans net of allowance for credit losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Reserve Bank stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Securities sold under agreements to repurchase |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated debt, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Junior subordinated debentures, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37
Note 8 – Business Combinations
On July 28, 2021, the Company and Brock Sub LLC, a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company (“Delta Merger Sub”), entered into an Agreement and Plan of Merger (the “Delta Merger Agreement”) with Delta Bancshares Company, a Missouri corporation (“Delta”), pursuant to which, among other things, the Company agreed to acquire
Subject to the terms and conditions of the Delta Merger Agreement, at the effective time of the Delta Merger, each share of common stock, par value $
The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805, “Business Combinations ("ASC 805"),” and accordingly the assets and liabilities were recorded at their estimated fair values as of the date of acquisition. Fair values are subject to refinement for up to one year after the closing date of February 14, 2022 as additional information regarding the closing date fair values become available. The total consideration paid was used to determine the amount of goodwill resulting from the transaction. As the total consideration paid exceeded the net assets acquired, goodwill of $
|
|
|
Acquired |
|
|
Fair Value |
|
|
As Recorded by |
|
|||
|
(In thousands) |
|
Book Value |
|
|
Adjustments |
|
|
Jefferson Bank |
|
|||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Investment securities |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Loans |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Allowance for credit losses |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Premises and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
|
Core deposit intangible |
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank owned life insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
Right of use asset |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Total assets acquired |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Securities sold under agreements to repurchase |
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB advances |
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Total liabilities assumed |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
Common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38
The Company has recognized approximately $
The differences between fair value and acquired value of the assumed time deposits of $
The following unaudited pro forma condensed combined financial information presents the results of operations of the Company, including the effects of the purchase accounting adjustments and acquisition expenses, had the Delta Merger taken place at the beginning of the period (dollars in thousands, except per share data):
|
|
|
Three months ended June 30, 2022 |
|
|
Three months ended June 30, 2021 |
|
|
Six months ended June 30, 2022 |
|
|
Six months ended June 30, 2021 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
- |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Provision for loan losses |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest income |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expense |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
- |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares o/s |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average shares o/s |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
On September 25, 2020, the Company and Eval Sub Inc., a newly formed Illinois corporation and wholly-owned subsidiary of the Company ("Eval Merger Sub"), entered into an Agreement and Plan of Merger (the "LINCO Merger Agreement") with LINCO Bancshares, Inc., a Missouri corporation ("LINCO"), and the sellers as defined therein, pursuant to which, among other things, the Company agreed to acquire
Subject to the terms and conditions of the LINCO Merger Agreement, at the effective time of the LINCO Merger, each share of common stock, par value $
The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805, “Business Combinations ("ASC 805"),” and accordingly the assets and liabilities were recorded at their estimated fair values as of the date of acquisition. Fair values are subject to refinement for up to one year after the closing date of February 22, 2021 as additional information regarding the closing date fair values become available. The total consideration paid was used to determine the amount of goodwill resulting from the transaction. As the total consideration paid exceeded the net assets acquired, goodwill of $
39
|
|
|
Acquired |
|
|
Fair Value |
|
|
As Recorded by |
|
|||
|
(In thousands) |
|
Book Value |
|
|
Adjustments |
|
|
Providence Bank |
|
|||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Investment securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Allowance for credit losses |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Other real estate owned |
|
|
|
|
|
|
|
|
|
|
|
|
|
Premises and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Core deposit intangible |
|
|
|
|
|
|
|
|
|
|
|
|
|
Right of use asset |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Securities sold under agreements to repurchase |
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB advances |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Total liabilities assumed |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
Common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has recognized approximately $
The differences between fair value and acquired value of the assumed time deposits of $
40
The following unaudited pro forma condensed combined financial information presents the results of operations of the Company, including the effects of the purchase accounting adjustments and acquisition expenses, had the LINCO acquisition taken place at the beginning of the period (dollars in thousands, except per share data):
|
|
|
Six months ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
|
|
|
Provision for loan losses |
|
|
|
|
|
Non-interest income |
|
|
|
|
|
Non-interest expense |
|
|
|
|
|
Income before taxes |
|
|
|
|
|
Income tax expense (benefit) |
|
|
|
|
|
Net income (loss) |
|
$ |
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
Basic |
|
$ |
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares o/s |
|
|
|
|
|
Diluted weighted average shares o/s |
|
|
|
|
|
|
|
|
|
|
Note 9 -- Leases
Effective January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). As of June 30, 2022, substantially all the Company's leases are operating leases for real estate property for bank branches, ATM locations, and office space.
These leases are generally for periods of
|
|
1. |
An entity need not reassess whether any expired or existing contracts contain leases. |
|
|
2. |
An entity need not reassess the lease classification for any expired or existing leases. |
|
|
3. |
An entity need not reassess initial direct costs for any existing leases. |
The Company has also elected the practical expedient, which may be elected separately or in conjunction with the package noted above, to use hindsight in determining the lease term and in assessing the right-of-use assets. This expedient must be applied consistently to all leases. Lastly, the Company has elected to use the practical expedient to include both lease and non-lease components as a single component and account for it as a lease. In addition, the Company has elected to not include short-term leases (i.e. leases with terms of twelve months or less) or equipment leases (primarily copiers) deemed immaterial, on the consolidated balance sheets.
For leases in effect at January 1, 2019 and for leases commencing thereafter, the Company recognizes a lease liability and a right-of-use asset, based on the present value of lease payments over the lease term. The discount rate used in determining present value was the Company's incremental borrowing rate which is the FHLB fixed advance rate based on the remaining lease term as of January 1, 2019, or the commencement date for leases subsequently entered into.
|
|
|
June 30, 2022 |
|
|
June 30, 2021 |
|
|
December 31, 2021 |
|
|||
|
Operating lease right-of-use assets |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Operating lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average remaining lease term (in years) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average discount rate |
|
|
|
% |
|
|
|
% |
|
|
|
% |
41
Certain of the Company's leases contain options to renew the lease; however, not all renewal options are included in the calculation of lease liabilities as they are not reasonably certain to be exercised. The Company's leases do not contain residual value guarantees or material variable lease payments. The Company does not have any other material restrictions or covenants imposed by leases that would impact the Company's ability to pay dividends or cause the Company to incur additional financial obligations.
Maturities of lease liabilities were as follows (in thousands):
|
Year ending December 31, |
|
|
|
|
|
|
|
|
2022 |
|
|
$ |
|
|
|
|
2023 |
|
|
|
|
|
|
|
2024 |
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
|
|
2026 |
|
|
|
|
|
|
Thereafter |
|
|
|
|
|
|
|
Total lease payments |
|
|
|
|
|
|
|
Less imputed interest |
|
|
|
( |
) |
|
|
Total lease liability |
|
|
$ |
|
|
|
The components of lease expense for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands):
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
Operating lease cost |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Short-term lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from subleases |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Net lease cost |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
As the Company elected not to separate lease and non-lease components, the variable lease cost primarily represents variable payment such as common area maintenance and copier expense. The Company does not have any material sub-lease agreements.
|
|
|
June 30, 2022 |
|
|
June 30, 2021 |
|
||
|
Operating cash flows from operating leases |
|
$ |
|
|
|
$ |
|
|
42
Note 10 – Derivatives
The Company utilizes an interest rate swap, designated as a fair value hedge, to mitigate the risk of changing interest rates on the fair value of a fixed rate commercial real estate loan. For derivative instruments that are designed and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting loss or gain in the hedged asset attributable to the hedged risk, is recognized in current earnings.
Derivatives Designated as Hedging Instruments
The following table provides the outstanding notional balances and fair values of outstanding derivatives designated as hedging instruments as of June 30, 2022 and December 31, 2021 (in thousands):
|
|
|
Balance Sheet Location |
|
Weighted Average Remaining Maturity (Years) |
|
Notional Amount |
|
|
Estimated Value |
|
||
|
June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements |
|
Other liabilities |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements |
|
Other liabilities |
|
|
|
$ |
|
|
|
$ |
( |
) |
The effects of the fair value hedges on the Company's income statement during the three and six months ended June 30, 2022 and 2021 were as follows (in thousands):
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
Derivative |
|
Location of Gain (Loss) on Derivatives |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
Interest rate swap agreements |
|
Interest income on loans |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
Derivative |
|
Location of Gain (Loss) on Hedged Items |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
Interest rate swap agreements |
|
Interest income on loans |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
As of June 30, 2022, the following amounts were recorded on the consolidated balance sheet related to cumulative basis adjustment for fair value hedges (in thousands):
|
Line Item in the Balance Sheet in Which the Hedge Item is Included |
|
Carrying Amount of the Hedged Asset |
|
|
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Asset |
|
||
|
Loans |
|
$ |
|
|
|
$ |
( |
) |
Derivatives Not Designated as Hedging Instruments
The following amounts represent the notional amounts and gross fair value of derivative contracts not designated as hedging instruments outstanding during the six months ended June 30, 2022 (dollars in thousands):
|
June 30, 2022 |
|
Balance Sheet Location |
|
Weighted Average Remaining Maturity (Years) |
|
Notional Amount |
|
|
Estimated Value |
|
||
|
Interest rate swap agreements |
|
Other assets |
|
|
|
$ |
|
|
|
$ |
|
|
|
Interest rate swap agreements |
|
Other liabilities |
|
|
|
|
|
|
|
|
( |
) |
43
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is intended to provide a better understanding of the consolidated financial condition and results of operations of the Company and its subsidiaries as of, and for the three and six months ended June 30, 2022 and 2021. This discussion and analysis should be read in conjunction with the consolidated financial statements, related notes and selected financial data appearing elsewhere in this report.
Forward-Looking Statements
This document may contain certain forward-looking statements, such as discussions of the Company’s pricing and fee trends, credit quality and outlook, liquidity, new business results, expansion plans, anticipated expenses and planned schedules. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the company, are identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including, among other things, changes in interest rates; general economic conditions and those in the market areas of the Company; legislative and/or regulatory changes; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality or composition of the loan or investment portfolios and the valuation of those investment portfolios; demand for loan products; deposit flows; competition, demand for financial services in the market areas of the Company’s; accounting principles, policies and guidelines; the severity, magnitude and duration of the COVID-19 pandemic, the direct and indirect impact of such pandemic, including responses to the pandemic by the U.S., state and local governments, customers' businesses, the disruption of global, national, state and local economies associated with the COVID-19 pandemic, which could affect the company’s liquidity and capital positions, impair the ability of the company’s borrowers to repay outstanding loans, impair collateral values, and further increase the allowance for credit losses, and the impact of the COVID-19 pandemic on the Company’s financial results, including possible lost revenue and increased expenses (including cost of capital), as well as possible goodwill impairment charges. Additional information concerning the Company, including additional factors and risks that could materially affect the Company financial results, are included in the Company filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.
COVID-19 Impact
The COVID-19 outbreak is, and continues to be, an unprecedented event that provides significant economic uncertainty for a broad spectrum of industries. The spread of this outbreak has caused significant disruptions in the U.S. economy and some of these impacts will be long lasting. As it continues to evolve it is not clear when or how the pandemic-driven contraction will recover. The Company is focused on supporting its customers, communities, and employees during this unique operating environment. Following is a description of certain impacts COVID-19 is having, certain actions taken because of COVID-19, and certain risks to the Company that COVID-19 creates or exacerbates, as well as management's outlook on the current COVID-19 situation.
Lending operations and accommodations to customers. Beginning in March 2020, First Mid Bank offered a 90-day commercial deferral program, primarily to hotel and restaurant borrowers. Subsequently, additional deferrals were offered on an individual case basis and a broader program was offered to residential and consumer customers. As of June 30, 2022, there were no deferrals outstanding through these programs. In accordance with interagency guidance issued in March 2020, these short-term deferrals are not considered troubled debt restructurings.
Beginning April 3, 2020, with the passage of the initial Paycheck Protection Program (“PPP”), administered by the Small Business Administration (“SBA”), the Company actively participated in assisting existing and new customers with applications for resources through the program. PPP loans have a two to five-year term and earn interest at 1%. The Company believes that most of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. As of June 30, 2022, the Company has outstanding 18 PPP loans totaling $1.2 million with the SBA. It is the Company’s understanding that loans funded through the PPP program are fully guaranteed by the U.S. government and as such do not represent a credit risk.
44
Capital and liquidity. The Company’s current allowance for credit losses could absorb net charge offs greater than the total of all net charge offs over the last 20 years. The Company’s aggregate net charge offs over the last 20 years through June 30, 2022, were $36.2 million. Current capital levels also support the Company's recent loan stress testing of the most vulnerable industry sectors impacted by COVID-19.
The Company maintains access to multiple sources of liquidity. Currently, the Company's total liquidity sources could provide $2.4 billion of total available capacity as of June 30, 2022.
Management's outlook. The Company's current financial position is strong and the fundamental earning capabilities of its currently existing operations is solid. While the Company does not currently anticipate any material changes or deficiencies to its capital or liquidity sources, uncertainties about duration and overall effects on the economy could result in more adverse effects than expected.
Overview
This overview of management’s discussion and analysis highlights selected information in this document and may not contain all the information that is important to you. For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources, and critical accounting estimates which have an impact on the Company’s financial condition and results of operations you should carefully read this entire document.
Net income was $34,374,000 and $16,330,000 for the six months ended June 30, 2022 and 2021, respectively. Diluted net income per common share was $1.72 and $0.92 for the six months ended June 30, 2022 and 2021, respectively.
The following table shows the Company’s annualized performance ratios for six months ended June 30, 2022 and 2021, compared to the performance ratios for the year ended December 31, 2021:
|
|
Six months ended |
|
|
Year ended |
|
||||||
|
|
June 30, 2022 |
|
|
June 30, 2021 |
|
|
December 31, 2021 |
|
|||
|
Return on average assets |
|
1.07 |
% |
|
|
0.59 |
% |
|
|
0.90 |
% |
|
Return on average common equity |
|
10.48 |
% |
|
|
5.44 |
% |
|
|
8.38 |
% |
|
Average equity to average assets |
|
10.18 |
% |
|
|
10.90 |
% |
|
|
10.72 |
% |
Total assets were $6.7 billion at June 30, 2022, compared to $6.0 billion as of December 31, 2021. From December 31, 2021 to June 30, 2022, cash and interest-bearing deposits decreased $31.1 million, net loan balances increased $650.2 million and investment securities decreased $75.6 million. Net loan balances were $4.59 billion at June 30, 2022 compared to $3.94 billion at December 31, 2021. The increase was primarily due to the acquisition of Jefferson Bank during the first quarter of 2022.
Net interest margin, on a tax equivalent basis, defined as net interest income divided by average interest-earning assets, was 3.13% for the six months ended June 30, 2022, down from 3.18% for the same period in 2021. This decrease was primarily due to lower yields on loans and investments. Net interest income before the provision for loan losses was $90.3 million compared to net interest income of $79.5 million for the same period in 2021. The increase in net interest income was primarily due to the acquisition of Jefferson Bank during the first quarter of 2022.
Total non-interest income of $39.7 million increased $3.7 million or 10.1% from $36.0 million for the same period last year. The increase in non-interest income resulted primarily from an increase in wealth management revenues, insurance commissions, and income from Jefferson Bank.
Total non-interest expense of $81.9 million decreased $1.7 million or 2.0% from $83.6 million for the same period last year. The decreased was primarily due to variable costs tied to the increased revenues, inflationary impacts, and expenses from the acquisition of Delta during the first six months of 2022, compared to greater expenses from the acquisition of LINCO during the first six months of 2021.
45
Following is a summary of the factors that contributed to the changes in net income (in thousands):
|
|
|
Change in Net Income |
|
|||||
|
|
|
2022 versus 2021 |
|
|||||
|
|
|
Three months ended June 30, 2022 |
|
|
Six months ended June 30, 2022 |
|
||
|
Net interest income |
|
$ |
4,079 |
|
|
$ |
10,837 |
|
|
Provision for credit losses |
|
|
(1,467 |
) |
|
|
7,717 |
|
|
Other income, including securities transactions |
|
|
275 |
|
|
|
3,651 |
|
|
Other expenses |
|
|
4,498 |
|
|
|
1,673 |
|
|
Income taxes |
|
|
(1,848 |
) |
|
|
(5,834 |
) |
|
Increase in net income |
|
$ |
5,537 |
|
|
$ |
18,044 |
|
Credit quality is an area of importance to the Company. Total nonperforming loans were $20.0 million at June 30, 2022, compared to $30.4 million at June 30, 2021 and $22.0 million at December 31, 2021. See the discussion under the heading “Loan Quality and Allowance for Loan Losses” for a detailed explanation of these balances. Repossessed asset balances totaled $4.2 million at June 30, 2022 compared to $7.2 million at June 30, 2021 and $5.0 million at December 31, 2021.
The Company’s provision for credit losses for the six months ended June 30, 2022 and 2021 was $3,859,000 and $11,576,000, respectively. The provision expense during the first six months of 2022 included recording an initial provision for credit losses for Jefferson Bank of $2 million. Provision expense during the first six months of 2021 included recording an initial provision for credit losses for Providence Bank loans of $11.5 million. Total loans past due 30 days or more were 0.47% of loans at June 30, 2022 compared to 1.35% at June 30, 2021, and 0.62% of loans at December 31, 2021. Loans secured by both commercial and residential real estate comprised approximately 69.3% of the loan portfolio as of June 30, 2022 and 69.8% as of December 31, 2021.
The Company’s capital position remains strong, and the Company has consistently maintained regulatory capital ratios above the “well-capitalized” standards. The Company’s Tier 1 capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at June 30, 2022 and 2021 and December 31, 2021 was 12.16%, 10.92% and 12.51%, respectively. The Company’s total capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at June 30, 2022 and 2021, and December 31, 2021 was 15.05%, 13.91% and 15.79%, respectively. The decrease in Tier 1 capital and total to risk weighted assets ratio from December 31, 2021 was primarily due to the acquisition of Delta and dividends paid to shareholders, offset by net income added to retained earnings.
On March 27, 2020, the federal banking regulatory agencies, issued an interim final rule which provided an option to delay the estimated impact on regulatory capital of ASU 2016-13, which was effective January 1, 2020. The initial impact of adoption of ASU 2016-13, as well as 25% of the quarterly increases in the allowance for credit losses subsequent to adoption of ASU 2016-13 ("CECL adjustments"), was be delayed for two years. The cumulative amount of these adjustments is being phased out of the regulatory capital calculation over a three-year period, with 75% of the adjustments included in 2022, 50% of the adjustments included in 2023 and 25% of the adjustments included in 2024. After five years, the temporary delay of ASU 2016-13 adoption will be fully reversed. The Company has elected this option.
The Company’s liquidity position remains sufficient to fund operations and meet the requirements of borrowers, depositors, and creditors. The Company maintains various sources of liquidity to fund its cash needs. See the discussion under the heading “Liquidity” for a full listing of sources and anticipated significant contractual obligations.
The Company’s liquidity position remains sufficient to fund operations and meet the requirements of borrowers, depositors, and creditors. The Company maintains various sources of liquidity to fund its cash needs. See the discussion under the heading “Liquidity” for a full listing of sources and anticipated significant contractual obligations.
The Company enters into financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include lines of credit, letters of credit and other commitments to extend credit. The total outstanding commitments at June 30, 2022 and 2021, were $1.2 billion and $961 million, respectively. The increase in outstanding commitments was primarily due to the acquisition of Jefferson Bank.
46
Federal Deposit Insurance Corporation Insurance Coverage. As FDIC-insured institutions, First Mid Bank and Jefferson Bank are required to pay deposit insurance premium assessments to the FDIC. Several requirements with respect to the FDIC insurance system have affected results, including insurance assessment rates.
The Company expensed $862,000 and $930,000 for the assessment during the first six months of 2022 and 2021, respectively.
Critical Accounting Policies and Use of Significant Estimates
The Company has established various accounting policies that govern the application of U.S. generally accepted accounting principles in the preparation of the Company’s consolidated financial statements. The significant accounting policies of the Company are described in the footnotes to the consolidated financial statements included in the Company’s 2020 Annual Report on Form 10-K. Certain accounting policies involve significant judgments and assumptions by management that have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ from these judgments and assumptions, which could have a material impact on the carrying values of assets and liabilities and the results of operations of the Company.
Investment in Debt and Equity Securities. The Company classifies its investments in debt and equity securities as either held-to-maturity or available-for-sale in accordance with Statement of Financial Accounting Standards (SFAS) No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” which was codified into ASC 320. Securities classified as held-to-maturity are recorded at amortized cost. Available-for-sale securities are carried at fair value. Fair value calculations are based on quoted market prices when such prices are available. If quoted market prices are not available, estimates of fair value are computed using a variety of techniques, including extrapolation from the quoted prices of similar instruments or recent trades for thinly traded securities, fundamental analysis, or through obtaining purchase quotes. Due to the subjective nature of the valuation process, it is possible that the actual fair values of these investments could differ from the estimated amounts, thereby affecting the financial position, results of operations and cash flows of the Company.
If the estimated value of investments is less than the cost or amortized cost, the Company evaluates whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment. If such an event or change has occurred and the Company determines that the impairment is other-than-temporary, a further determination is made as to the portion of impairment that is related to credit loss. The impairment of the investment that is related to the credit loss is expensed in the period in which the event or change occurred. The remainder of the impairment is recorded in other comprehensive income (loss).
Loans. Loans are reported at amortized cost. Amortized cost is the principal balance outstanding, net of purchase discounts and premiums, fair value hedge accounting adjustments and deferred loan fees and costs. Accrued interest is reported separately and is included in interest receivable in the consolidated balance sheets.
Allowance for Credit Losses - Loans. The Company believes the allowance for credit losses for loans is the critical accounting policy that requires the most significant judgments and assumptions used in the preparation of its consolidated financial statements. The allowance for credit losses for loans represents the best estimate of losses inherent in the existing loan portfolio. An estimate of potential losses inherent in the loan portfolio are determined and an allowance for those losses is established by considering factors including historical loss rates, expected cash flows and estimated collateral values. In assessing these factors, the Company uses relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts.
To determine the allowance, the loan portfolio is segmented based on similar risk characteristics. The allowance for credit losses is estimated using a discounted cash flow (DCF) methodology. The DCF projects future cash flows over the life of the loan portfolio. Probability of default (PD) and loss given default (LGD) are key components in calculating expected losses in this model. The PD is forecasted using a regression model that determines the likelihood of default with a forward-looking forecast of unemployment rates. The LGD is the percentage of defaulted loans that is ultimately charged off. The allowance is calculated as the net present value of the expected cash flows less the amortized cost basis of the loans. Prior to 2022, the allowance for credit losses was measured on a collective (pool) basis for non-individually evaluated loans with similar risk characteristics. Historical credit loss experience provided the basis for the estimate of expected credit losses. Adjustments to expected losses are made using qualitative factors for relevant to each loan segment including merger & acquisition activity, economic conditions, changes in policies, procedures & underwriting, and concentrations. In addition, a forecast, using reasonable and supportable future conditions, is prepared that is used to estimate expected changes to existing and historical conditions in the current period.
The Company estimates the appropriate level of allowance for credit losses for individually evaluated loans by evaluating them separately. A specific allowance is assigned to an impaired loan when expected cash flows or collateral are less than the carrying amount of the loan.
47
Allowance for Credit Losses - Off-Balance Sheet Credit Exposures. The Company estimates expected credit losses over the contractual period that the Company is exposed to credit risk via a contractual obligation to extend credit, unless the obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is included in other liabilities in the consolidated balance sheets.
Other Real Estate Owned. Other real estate owned acquired through loan foreclosure is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for loan losses. Due to the subjective nature of establishing the fair value when the asset is acquired, the actual fair value of the other real estate owned or foreclosed asset could differ from the original estimate. If it is determined that fair value temporarily declines subsequent to foreclosure, a valuation allowance is recorded through noninterest expense.
Operating costs associated with the assets after acquisition are also recorded as noninterest expense. Gains and losses on the disposition of other real estate owned and foreclosed assets are netted and posted to other noninterest expense.
Mortgage Servicing Rights. The Company has elected to measure mortgage servicing rights under the amortization method. Using this method, servicing rights are amortized in proportion to and over the period of estimated net servicing income. The amortized assets are assessed for impairment based on fair value at each reporting date. Impairment is determined by stratifying rights into tranches based on predominant characteristics, such as interest rate, loan type and investor type.
Impairment is recognized through a valuation reserve, to the extent that fair value is less than the carrying amount of the servicing assets. Fair value in excess of the carrying amount of servicing assets is not recognized.
Deferred Income Tax Assets/Liabilities. The Company’s net deferred income tax asset arises from differences in the dates that items of income and expense enter our reported income and taxable income. Deferred tax assets and liabilities are established for these items as they arise. From an accounting standpoint, deferred tax assets are reviewed to determine if they are realizable based on the historical level of taxable income, estimates of future taxable income and the reversals of deferred tax liabilities. In most cases, the realization of the deferred tax asset is based on future profitability. If the Company were to experience net operating losses for tax purposes in a future period, the realization of deferred tax assets would be evaluated for a potential valuation reserve.
Additionally, the Company reviews its uncertain tax positions annually under FASB Interpretation No. 48 (FIN No. 48), “Accounting for Uncertainty in Income Taxes,” codified within ASC 740. An uncertain tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be recognized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded. A significant amount of judgment is applied to determine both whether the tax position meets the "more likely than not" test as well as to determine the largest amount of tax benefit that is greater than 50% likely to be recognized. Differences between the position taken by management and that of taxing authorities could result in a reduction of a tax benefit or increase to tax liability, which could adversely affect future income tax expense.
Impairment of Goodwill and Intangible Assets. Core deposit and customer relationships, which are intangible assets with a finite life, are recorded on the Company’s consolidated balance sheets. These intangible assets were capitalized as a result of past acquisitions and are being amortized over their estimated useful lives of up to 15 years. Core deposit intangible assets, with finite lives will be tested for impairment when changes in events or circumstances indicate that its carrying amount may not be recoverable. Core deposit intangible assets were tested for impairment as of September 30, 2021 as part of the goodwill impairment test and no impairment was identified.
As a result of the Company’s acquisition activity, goodwill, an intangible asset with an indefinite life, is reflected on the consolidated balance sheets. Goodwill is evaluated for impairment annually, unless there are factors present that indicate a potential impairment, in which case, the goodwill impairment test is performed more frequently than annually.
Fair Value Measurements. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company estimates the fair value of a financial instrument using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, the Company estimates fair value. The Company’s valuation methods consider factors such as liquidity and concentration concerns. Other factors such as model assumptions, market dislocations, and unexpected correlations can affect estimates of fair value. Imprecision in estimating these factors can impact the amount of revenue or loss recorded.
48
SFAS No. 157, “Fair Value Measurements”, which was codified into ASC 820, establishes a framework for measuring the fair value of financial instruments that considers the attributes specific to particular assets or liabilities and establishes a three-level hierarchy for determining fair value based on the transparency of inputs to each valuation as of the fair value measurement date.
The three levels are defined as follows:
|
• |
Level 1 — quoted prices (unadjusted) for identical assets or liabilities in active markets. |
|
• |
Level 2 — inputs include quoted prices for similar assets and liabilities in active markets, quoted prices of identical or similar assets or liabilities in markets that are not active, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
|
• |
Level 3 — inputs that are unobservable and significant to the fair value measurement. |
At the end of each quarter, the Company assesses the valuation hierarchy for each asset or liability measured. From time to time, assets or liabilities may be transferred within hierarchy levels due to changes in availability of observable market inputs to measure fair value at the measurement date. Transfers into or out of hierarchy levels are based upon the fair value at the beginning of the reporting period. A more detailed description of the fair values measured at each level of the fair value hierarchy can be found in Note 7 – Fair Value of Assets and Liabilities.
Results of Consolidated Operations
Net Interest Income
The largest source of revenue for the Company is net interest income. Net interest income represents the difference between total interest income earned on earning assets and total interest expense paid on interest-bearing liabilities. The amount of interest income is dependent upon many factors, including the volume and mix of earning assets, the general level of interest rates and the dynamics of changes in interest rates. The cost of funds necessary to support earning assets varies with the volume and mix of interest-bearing liabilities and the rates paid to attract and retain such funds.
Net interest income is the excess of interest received from earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is presented on a full tax equivalent ("TE") basis in the table that follows. The federal statutory rate in effect of 21% for 2022 and 2021 was used. The TE analysis portrays the income tax benefits associated with the tax-exempt assets. The year-to-date net yield on interest-earning assets excluding the TE adjustments of $1,569,000 and $1,207,000 for 2022 and 2021, respectively were 3.09% and 3.18% at June 30, 2022 and 2021, respectively.
49
The Company’s average balances, fully tax equivalent interest income and interest expense, and rates earned or paid for major balance sheet categories are set forth for the three and six months ended June 30, 2022 and 2021 in the following table (dollars in thousands):
|
|
|
Three months ended June 30, 2022 |
|
|
Three months ended June 30, 2021 |
|
||||||||||||||||||
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
Average |
|
|
|
|
|
|
Average |
|
||||
|
|
|
Balance |
|
|
Interest |
|
|
Rate |
|
|
Balance |
|
|
Interest |
|
|
Rate |
|
||||||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits with other financial institutions |
|
$ |
52,006 |
|
|
$ |
89 |
|
|
|
69.00 |
% |
|
$ |
341,907 |
|
|
$ |
87 |
|
|
|
0.10 |
% |
|
Federal funds sold |
|
|
4,660 |
|
|
|
6 |
|
|
|
0.52 |
% |
|
|
1,328 |
|
|
|
— |
|
|
|
0.00 |
% |
|
Certificates of deposit |
|
|
1,912 |
|
|
|
10 |
|
|
|
2.10 |
% |
|
|
2,690 |
|
|
|
15 |
|
|
|
2.24 |
% |
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
|
1,098,389 |
|
|
|
5,346 |
|
|
|
1.95 |
% |
|
|
890,660 |
|
|
|
4,046 |
|
|
|
1.82 |
% |
|
Tax-exempt (1) |
|
|
337,261 |
|
|
|
2,882 |
|
|
|
3.42 |
% |
|
|
270,791 |
|
|
|
2,143 |
|
|
|
3.17 |
% |
|
Loans net of unearned income (TE) (2) |
|
|
4,481,593 |
|
|
|
43,749 |
|
|
|
3.92 |
% |
|
|
3,873,035 |
|
|
|
40,956 |
|
|
|
4.24 |
% |
|
Total earning assets |
|
|
5,975,821 |
|
|
|
52,082 |
|
|
|
3.50 |
% |
|
|
5,380,411 |
|
|
|
47,247 |
|
|
|
3.52 |
% |
|
Cash and due from banks |
|
|
114,362 |
|
|
|
|
|
|
|
|
|
|
|
91,497 |
|
|
|
|
|
|
|
|
|
|
Premises and equipment |
|
|
89,605 |
|
|
|
|
|
|
|
|
|
|
|
87,494 |
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
442,860 |
|
|
|
|
|
|
|
|
|
|
|
341,570 |
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
|
(58,744 |
) |
|
|
|
|
|
|
|
|
|
|
(55,656 |
) |
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
6,563,904 |
|
|
|
|
|
|
|
|
|
|
$ |
5,845,316 |
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
$ |
2,656,507 |
|
|
$ |
1,804 |
|
|
|
0.28 |
% |
|
$ |
2,173,498 |
|
|
$ |
1,027 |
|
|
|
0.19 |
% |
|
Savings deposits |
|
|
684,708 |
|
|
|
124 |
|
|
|
0.07 |
% |
|
|
640,479 |
|
|
|
123 |
|
|
|
0.08 |
% |
|
Time deposits |
|
|
646,565 |
|
|
|
595 |
|
|
|
0.37 |
% |
|
|
788,375 |
|
|
|
1,112 |
|
|
|
0.57 |
% |
|
Total interest-bearing deposits |
|
|
3,987,780 |
|
|
|
2,523 |
|
|
|
0.25 |
% |
|
|
3,602,352 |
|
|
|
2,262 |
|
|
|
0.25 |
% |
|
Securities sold under agreements to repurchase |
|
|
178,632 |
|
|
|
137 |
|
|
|
0.31 |
% |
|
|
177,002 |
|
|
|
57 |
|
|
|
0.13 |
% |
|
FHLB advances |
|
|
230,636 |
|
|
|
640 |
|
|
|
1.11 |
% |
|
|
112,622 |
|
|
|
445 |
|
|
|
1.58 |
% |
|
Federal funds purchased |
|
|
1,341 |
|
|
|
5 |
|
|
|
1.50 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
% |
|
Subordinated Debt |
|
|
94,451 |
|
|
|
986 |
|
|
|
4.19 |
% |
|
|
94,302 |
|
|
|
985 |
|
|
|
4.19 |
% |
|
Junior subordinated debt |
|
|
19,252 |
|
|
|
166 |
|
|
|
3.46 |
% |
|
|
19,083 |
|
|
|
139 |
|
|
|
2.92 |
% |
|
Other debt |
|
|
55 |
|
|
|
— |
|
|
|
— |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
% |
|
Total borrowings |
|
|
524,367 |
|
|
|
1,934 |
|
|
|
1.48 |
% |
|
|
403,009 |
|
|
|
1,626 |
|
|
|
1.62 |
% |
|
Total interest-bearing liabilities |
|
|
4,512,147 |
|
|
|
4,457 |
|
|
|
0.40 |
% |
|
|
4,005,361 |
|
|
|
3,888 |
|
|
|
0.39 |
% |
|
Non interest-bearing demand deposits |
|
|
1,363,548 |
|
|
|
|
|
|
|
0.30 |
% |
|
|
1,164,128 |
|
|
|
|
|
|
|
0.30 |
% |
|
Other liabilities |
|
|
43,900 |
|
|
|
|
|
|
|
|
|
|
|
64,808 |
|
|
|
|
|
|
|
|
|
|
Stockholders' equity |
|
|
644,309 |
|
|
|
|
|
|
|
|
|
|
|
611,019 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
6,563,904 |
|
|
|
|
|
|
|
|
|
|
$ |
5,845,316 |
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
47,625 |
|
|
|
|
|
|
|
|
|
|
$ |
43,359 |
|
|
|
|
|
|
Net interest spread |
|
|
|
|
|
|
|
|
|
|
3.10 |
% |
|
|
|
|
|
|
|
|
|
|
3.13 |
% |
|
Impact of non interest-bearing funds |
|
|
|
|
|
|
|
|
|
|
0.10 |
% |
|
|
|
|
|
|
|
|
|
|
0.09 |
% |
|
TE net yield on interest-bearing assets |
|
|
|
|
|
|
|
|
|
|
3.20 |
% |
|
|
|
|
|
|
|
|
|
|
3.22 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50
|
|
|
Six months ended June 30, 2022 |
|
|
Six months ended June 30, 2021 |
|
||||||||||||||||||
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
Average |
|
|
|
|
|
|
Average |
|
||||
|
|
|
Balance |
|
|
Interest |
|
|
Rate |
|
|
Balance |
|
|
Interest |
|
|
Rate |
|
||||||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits with other financial institutions |
|
$ |
93,361 |
|
|
$ |
144 |
|
|
|
0.31 |
% |
|
$ |
310,296 |
|
|
$ |
161 |
|
|
|
0.10 |
% |
|
Federal funds sold |
|
|
4,190 |
|
|
|
7 |
|
|
|
0.36 |
% |
|
|
1,322 |
|
|
|
— |
|
|
|
0.03 |
% |
|
Certificates of deposit |
|
|
2,074 |
|
|
|
21 |
|
|
|
2.03 |
% |
|
|
2,692 |
|
|
|
29 |
|
|
|
2.14 |
% |
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
|
1,105,354 |
|
|
|
10,251 |
|
|
|
1.85 |
% |
|
|
826,603 |
|
|
|
7,295 |
|
|
|
1.77 |
% |
|
Tax-exempt (1) |
|
|
359,318 |
|
|
|
5,749 |
|
|
|
3.20 |
% |
|
|
259,498 |
|
|
|
4,159 |
|
|
|
3.21 |
% |
|
Loans net of unearned income (TE) (2) |
|
|
4,332,925 |
|
|
|
83,825 |
|
|
|
3.90 |
% |
|
|
3,676,486 |
|
|
|
77,014 |
|
|
|
4.22 |
% |
|
Total earning assets |
|
|
5,897,222 |
|
|
|
99,997 |
|
|
|
3.41 |
% |
|
|
5,076,897 |
|
|
|
88,658 |
|
|
|
3.51 |
% |
|
Cash and due from banks |
|
|
114,309 |
|
|
|
|
|
|
|
|
|
|
|
87,964 |
|
|
|
|
|
|
|
|
|
|
Premises and equipment |
|
|
86,760 |
|
|
|
|
|
|
|
|
|
|
|
77,941 |
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
405,621 |
|
|
|
|
|
|
|
|
|
|
|
319,034 |
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
|
(58,604 |
) |
|
|
|
|
|
|
|
|
|
|
(51,220 |
) |
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
6,445,308 |
|
|
|
|
|
|
|
|
|
|
$ |
5,510,616 |
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
$ |
2,633,667 |
|
|
$ |
3,125 |
|
|
|
0.24 |
% |
|
$ |
2,025,759 |
|
|
$ |
1,913 |
|
|
|
0.19 |
% |
|
Savings deposits |
|
|
671,447 |
|
|
|
243 |
|
|
|
0.07 |
% |
|
|
610,224 |
|
|
|
259 |
|
|
|
0.09 |
% |
|
Time deposits |
|
|
630,940 |
|
|
|
1,303 |
|
|
|
0.42 |
% |
|
|
706,568 |
|
|
|
2,574 |
|
|
|
0.73 |
% |
|
Total interest-bearing deposits |
|
|
3,936,054 |
|
|
|
4,671 |
|
|
|
0.24 |
% |
|
|
3,342,551 |
|
|
|
4,746 |
|
|
|
0.29 |
% |
|
Securities sold under agreements to repurchase |
|
|
176,076 |
|
|
|
204 |
|
|
|
0.23 |
% |
|
|
187,776 |
|
|
|
127 |
|
|
|
0.14 |
% |
|
FHLB advances |
|
|
173,561 |
|
|
|
916 |
|
|
|
1.06 |
% |
|
|
107,381 |
|
|
|
819 |
|
|
|
1.54 |
% |
|
Federal funds purchased |
|
|
696 |
|
|
|
5 |
|
|
|
1.45 |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
% |
|
Subordinated debt |
|
|
94,432 |
|
|
|
1,972 |
|
|
|
4.21 |
% |
|
|
94,284 |
|
|
|
1,969 |
|
|
|
4.21 |
% |
|
Junior subordinated debentures |
|
|
19,231 |
|
|
|
312 |
|
|
|
3.27 |
% |
|
|
19,062 |
|
|
|
279 |
|
|
|
2.95 |
% |
|
Other debt |
|
|
28 |
|
|
|
— |
|
|
|
— |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
% |
|
Total borrowings |
|
|
464,024 |
|
|
|
3,409 |
|
|
|
1.48 |
% |
|
|
408,503 |
|
|
|
3,194 |
|
|
|
1.58 |
% |
|
Total interest-bearing liabilities |
|
|
4,400,078 |
|
|
|
8,080 |
|
|
|
0.37 |
% |
|
|
3,751,054 |
|
|
|
7,940 |
|
|
|
0.43 |
% |
|
Non interest-bearing demand deposits |
|
|
1,346,645 |
|
|
|
|
|
|
|
0.28 |
% |
|
|
1,099,295 |
|
|
|
|
|
|
|
0.33 |
% |
|
Other liabilities |
|
|
42,628 |
|
|
|
|
|
|
|
|
|
|
|
59,604 |
|
|
|
|
|
|
|
|
|
|
Stockholders' equity |
|
|
655,957 |
|
|
|
|
|
|
|
|
|
|
|
600,663 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
6,445,308 |
|
|
|
|
|
|
|
|
|
|
$ |
5,510,616 |
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
91,917 |
|
|
|
|
|
|
|
|
|
|
$ |
80,718 |
|
|
|
|
|
|
Net interest spread |
|
|
|
|
|
|
|
|
|
|
3.04 |
% |
|
|
|
|
|
|
|
|
|
|
3.08 |
% |
|
Impact of non interest-bearing funds |
|
|
|
|
|
|
|
|
|
|
0.09 |
% |
|
|
|
|
|
|
|
|
|
|
0.10 |
% |
|
TE net yield on interest-earning assets |
|
|
|
|
|
|
|
|
|
|
3.13 |
% |
|
|
|
|
|
|
|
|
|
|
3.18 |
% |
|
1. |
The tax-exempt income is shown on a tax equivalent basis. |
|
2. |
Nonaccrual loans and loans held for sale are included in the average balances. Balances are net of unaccreted discount related to loans acquired. |
51
Changes in net interest income may also be analyzed by segregating the volume and rate components of interest income and interest expense. The following table summarizes the approximate relative contribution of changes in average volume and interest rates to changes in net interest income for the three and six months ended June 30, 2022, compared to the same period in 2021 (in thousands):
|
|
Three months ended June 30, 2022 compared to 2021 Increase / (Decrease) |
|
|
Six months ended June 30, 2022 compared to 2021 Increase / (Decrease) |
|
||||||||||||||||||
|
|
Total |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
||
|
|
Change |
|
|
Volume (1) |
|
|
Rate (1) |
|
|
Change |
|
|
Volume (1) |
|
|
Rate (1) |
|
||||||
|
Earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
$ |
2 |
|
|
$ |
(507 |
) |
|
$ |
509 |
|
|
$ |
(17 |
) |
|
$ |
(330 |
) |
|
$ |
313 |
|
|
Federal funds sold |
|
6 |
|
|
|
— |
|
|
|
6 |
|
|
|
7 |
|
|
|
1 |
|
|
|
6 |
|
|
Certificates of deposit investments |
|
(5 |
) |
|
|
(4 |
) |
|
|
(1 |
) |
|
|
(8 |
) |
|
|
(7 |
) |
|
|
(1 |
) |
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
1,300 |
|
|
|
995 |
|
|
|
305 |
|
|
|
2,956 |
|
|
|
2,607 |
|
|
|
349 |
|
|
Tax-exempt (2) |
|
739 |
|
|
|
558 |
|
|
|
181 |
|
|
|
1,590 |
|
|
|
1,597 |
|
|
|
(7 |
) |
|
Loans (2) (3) |
|
2,793 |
|
|
|
18,632 |
|
|
|
(15,839 |
) |
|
|
6,811 |
|
|
|
21,296 |
|
|
|
(14,485 |
) |
|
Total interest income |
$ |
4,835 |
|
|
$ |
19,674 |
|
|
$ |
(14,839 |
) |
|
$ |
11,339 |
|
|
$ |
25,164 |
|
|
$ |
(13,825 |
) |
|
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
$ |
777 |
|
|
$ |
268 |
|
|
$ |
509 |
|
|
$ |
1,212 |
|
|
$ |
646 |
|
|
$ |
566 |
|
|
Savings deposits |
|
1 |
|
|
|
46 |
|
|
|
(45 |
) |
|
|
(16 |
) |
|
|
71 |
|
|
|
(87 |
) |
|
Time deposits |
|
(517 |
) |
|
|
(175 |
) |
|
|
(342 |
) |
|
|
(1,271 |
) |
|
|
(256 |
) |
|
|
(1,015 |
) |
|
Securities sold under agreements to repurchase |
|
80 |
|
|
|
— |
|
|
|
80 |
|
|
|
77 |
|
|
|
(23 |
) |
|
|
100 |
|
|
FHLB advances |
|
195 |
|
|
|
976 |
|
|
|
(781 |
) |
|
|
97 |
|
|
|
749 |
|
|
|
(652 |
) |
|
Federal funds purchased |
|
5 |
|
|
|
5 |
|
|
|
— |
|
|
|
5 |
|
|
|
5 |
|
|
|
— |
|
|
Subordinated debt |
|
1 |
|
|
|
1 |
|
|
|
— |
|
|
|
3 |
|
|
|
3 |
|
|
|
— |
|
|
Junior subordinated debentures |
|
27 |
|
|
|
1 |
|
|
|
26 |
|
|
|
33 |
|
|
|
3 |
|
|
|
30 |
|
|
Other debt |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total interest expense |
|
569 |
|
|
|
1,122 |
|
|
|
(553 |
) |
|
|
140 |
|
|
|
1,198 |
|
|
|
(1,058 |
) |
|
Net interest income |
$ |
4,266 |
|
|
$ |
18,552 |
|
|
$ |
(14,286 |
) |
|
$ |
11,199 |
|
|
$ |
23,966 |
|
|
$ |
(12,767 |
) |
|
1. |
Changes attributable to the combined impact of volume and rate have been allocated proportionately to the change due to volume and the change due to rate. |
|
2. |
The tax-exempt income is shown on a tax-equivalent basis. |
|
3. |
Nonaccrual loans have been included in the average balances. |
Tax equivalent net interest income increased $11.2 million, or 13.9%, to $91.9 million for the six months ended June 30, 2022, from $80.7 million for the same period in 2021. Net interest income increased primarily due to the acquisition of Jefferson Bank during the first quarter of 2022. The net interest margin decreased primarily due to lower interest rates on loans and investments.
For the six months ended June 30, 2022, average earning assets increased $820 million, or 16.2%, and average interest-bearing liabilities increased $649.0 million or 17.3% compared with average balances for the same period in 2021.
The changes in average balances for these periods are shown below:
|
• |
Average interest-bearing deposits with other financial institutions decreased $216.9 million or 69.9%. |
|
• |
Average federal funds sold increased $2.9 million or 216.9%. |
|
• |
Average certificates of deposits investments decreased $0.6 million or 23.0%. |
|
• |
Average loans increased by $656.4 million or 17.9%. |
|
• |
Average securities increased by $378.6 million or 34.9%. |
|
• |
Average interest-bearing customer deposits increased by $593.5 million or 17.8%. |
|
• |
Average securities sold under agreements to repurchase decreased by $11.7 million or 6.2%. |
|
• |
Average borrowings and other debt increased by $67.2 million or 30.5%. |
•Net interest margin decreased to 3.13% for the first six months of 2022 from 3.18% for the first six months of 2021.
52
Provision for Loan Losses
The provision for loan losses for the six months ended June 30, 2022 and 2021 was $3.9 million and $11.6 million, respectively. The provision expense during the first three months of 2022 included recording an initial provision for credit losses for Jefferson Bank of $2 million. The provision expense during the first six months of 2021 included recording an initial provision for credit losses for Providence Bank loans of $11.5 million. Net charge-offs were $303,000 for the six months ended June 30, 2022, compared to net charge offs of $963,000 for June 30, 2021. Nonperforming loans were $20.0 million and $30.4 million as of June 30, 2022 and 2021, respectively. For information on loan loss experience and nonperforming loans, see discussion under the “Nonperforming Loans” and “Loan Quality and Allowance for Loan Losses” sections below.
Other Income
An important source of the Company’s revenue is other income. The following table sets forth the major components of other income for the three and six months ended June 30, 2022 and 2021 (in thousands):
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||||||||||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||||||
|
Wealth management revenues |
|
$ |
5,473 |
|
|
$ |
5,016 |
|
|
$ |
457 |
|
|
|
9.1 |
% |
|
$ |
11,448 |
|
|
$ |
9,942 |
|
|
$ |
1,506 |
|
|
|
15.1 |
% |
|
Insurance commissions |
|
|
5,641 |
|
|
|
4,988 |
|
|
|
653 |
|
|
|
13.1 |
% |
|
|
12,745 |
|
|
|
10,845 |
|
|
|
1,900 |
|
|
|
17.5 |
% |
|
Service charges |
|
|
2,236 |
|
|
|
1,539 |
|
|
|
697 |
|
|
|
45.3 |
% |
|
|
4,292 |
|
|
|
2,903 |
|
|
|
1,389 |
|
|
|
47.8 |
% |
|
Security gains, net |
|
|
2 |
|
|
|
73 |
|
|
|
(71 |
) |
|
|
-97.3 |
% |
|
|
2 |
|
|
|
77 |
|
|
|
(75 |
) |
|
|
-97.4 |
% |
|
Mortgage banking revenue, net |
|
|
289 |
|
|
|
1,691 |
|
|
|
(1,402 |
) |
|
|
-82.9 |
% |
|
|
770 |
|
|
|
3,100 |
|
|
|
(2,330 |
) |
|
|
-75.2 |
% |
|
ATM / debit card revenue |
|
|
3,214 |
|
|
|
3,141 |
|
|
|
73 |
|
|
|
2.3 |
% |
|
|
6,112 |
|
|
|
5,840 |
|
|
|
272 |
|
|
|
4.7 |
% |
|
Bank owned life insurance |
|
|
877 |
|
|
|
761 |
|
|
|
116 |
|
|
|
15.2 |
% |
|
|
1,721 |
|
|
|
1,398 |
|
|
|
323 |
|
|
|
23.1 |
% |
|
Other |
|
|
827 |
|
|
|
1,075 |
|
|
|
(248 |
) |
|
|
-23.1 |
% |
|
|
2,594 |
|
|
|
1,928 |
|
|
|
666 |
|
|
|
34.5 |
% |
|
Total other income |
|
$ |
18,559 |
|
|
$ |
18,284 |
|
|
$ |
275 |
|
|
|
1.5 |
% |
|
$ |
39,684 |
|
|
$ |
36,033 |
|
|
$ |
3,651 |
|
|
|
10.1 |
% |
Following are explanations of the changes in these other income categories for the three and six months ended June 30, 2022 compared to the same period in 2021:
|
• |
Wealth management revenues increased due to growth in customer accounts and assets under management as well as rising commodity prices, which drove higher farm management fee income. |
|
• |
Insurance commissions increased primarily due to an increase in commission income and contingency income during 2022 compared to the same period last year. |
|
• |
Fees from service charges increased during the first six months of 2022 primarily due to an increase in overdraft fees and transaction account service charges during the period and the acquisition of Jefferson Bank. |
|
• |
Gains from the sale of securities during 2022 and 2021 were $2,000 and $77,000, respectively. |
|
• |
The decrease in mortgage banking income was due to a decrease in mortgage refinancing activity and fees from loans sold in the secondary market. |
|
|
• |
$16.3 million (representing 115 loans) for the three months ended June 30, 2022. |
|
|
• |
$35.5 million (representing 258 loans) for the three months ended June 30, 2021. |
|
|
• |
$35.9 million (representing 254 loans) for the six months ended June 30, 2022. |
|
|
• |
$143.8 million (representing 521 loans) for the six months ended June 30, 2021. |
First Mid Bank generally releases the servicing rights on loans sold into the secondary market.
|
• |
Revenue from ATMs and debit cards increased due to an increase in activity during the period and the acquisition of Jefferson Bank. |
|
• |
Bank owned life insurance income increased approximately $323,000 during the first six months of 2022 compared to the same period in 2021 primarily due to $15.8 million of insurance added through the acquisition of Jefferson Bank. |
|
• |
Other income increased primarily due to gain realized on the termination of derivatives and the acquisition of Jefferson Bank. |
53
Other Expense
The following table sets forth the major components of other expense for the three and six months ended June 30, 2022 and 2021 (dollars in thousands):
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||||||||||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||||||
|
Salaries and employee benefits |
|
$ |
25,768 |
|
|
$ |
24,908 |
|
|
$ |
860 |
|
|
|
3.5 |
% |
|
$ |
50,107 |
|
|
$ |
48,395 |
|
|
$ |
1,712 |
|
|
|
3.5 |
% |
|
Net occupancy and equipment expense |
|
|
6,073 |
|
|
|
5,482 |
|
|
|
591 |
|
|
|
10.8 |
% |
|
|
12,228 |
|
|
|
10,452 |
|
|
|
1,776 |
|
|
|
17.0 |
% |
|
Net other real estate owned expense |
|
|
218 |
|
|
|
1,966 |
|
|
|
(1,748 |
) |
|
|
-88.9 |
% |
|
|
185 |
|
|
|
2,044 |
|
|
|
(1,859 |
) |
|
|
-90.9 |
% |
|
FDIC insurance |
|
|
436 |
|
|
|
478 |
|
|
|
(42 |
) |
|
|
-8.8 |
% |
|
|
862 |
|
|
|
930 |
|
|
|
(68 |
) |
|
|
-7.3 |
% |
|
Amortization of intangible assets |
|
|
1,633 |
|
|
|
1,295 |
|
|
|
338 |
|
|
|
26.1 |
% |
|
|
3,155 |
|
|
|
2,515 |
|
|
|
640 |
|
|
|
25.4 |
% |
|
Stationery and supplies |
|
|
325 |
|
|
|
235 |
|
|
|
90 |
|
|
|
38.3 |
% |
|
|
636 |
|
|
|
551 |
|
|
|
85 |
|
|
|
15.4 |
% |
|
Legal and professional |
|
|
1,885 |
|
|
|
1,639 |
|
|
|
246 |
|
|
|
15.0 |
% |
|
|
3,619 |
|
|
|
3,041 |
|
|
|
578 |
|
|
|
19.0 |
% |
|
Marketing and donations |
|
|
706 |
|
|
|
507 |
|
|
|
199 |
|
|
|
39.3 |
% |
|
|
1,579 |
|
|
|
1,009 |
|
|
|
570 |
|
|
|
56.5 |
% |
|
ATM/debit card expense |
|
|
670 |
|
|
|
1,074 |
|
|
|
(404 |
) |
|
|
-37.6 |
% |
|
|
1,748 |
|
|
|
1,912 |
|
|
|
(164 |
) |
|
|
-8.6 |
% |
|
Other operating expenses |
|
|
3,801 |
|
|
|
8,429 |
|
|
|
(4,628 |
) |
|
|
-54.9 |
% |
|
|
7,821 |
|
|
|
12,764 |
|
|
|
(4,943 |
) |
|
|
-38.7 |
% |
|
Total other expense |
|
$ |
41,515 |
|
|
$ |
46,013 |
|
|
$ |
(4,498 |
) |
|
|
-9.8 |
% |
|
$ |
81,940 |
|
|
$ |
83,613 |
|
|
$ |
(1,673 |
) |
|
|
-2.0 |
% |
Following are explanations for the changes in these other expense categories for the three and six months ended June 30, 2022 compared to the same period in 2021:
|
• |
The increase in salaries and employee benefits, the largest component of other expense, is primarily due to an increase in incentive compensation and commissions, share-based compensation expense, increases for merit raises and applicable payroll taxes, and the addition of Jefferson Bank, offset by declines in bonus accrual expense and group insurance expense, during the first six months of 2022. There were 1025 and 960 full-time equivalent employees at June 30, 2022 and 2021, respectively. |
|
• |
The increase in occupancy and equipment expense was due to increases in depreciation, equipment, and other property related expenses from the acquisition of Jefferson Bank and offset by decreases in data processing expense. |
|
• |
The decrease in net other real estate owned expense was primarily due to properties sold at a net gain during 2022 compared to properties sold or written down at a net loss during 2021. |
|
• |
Expense for amortization of intangible assets increased due to increases in amortization expense for additional core deposit intangibles resulting from the acquisition of Jefferson Bank, for the six months ended June 30, 2022 compared to 2021. |
|
• |
The decrease in other operating expenses was primarily due to a decrease in costs to acquire Delta compared to cost to acquire LINCO offset by additional expenses from the operation of Jefferson Bank. |
|
• |
On a net basis, all other categories of operating expenses increased during the period compared to last year primarily due to the operation of Jefferson Bank offset by a decrease in ATM/debit card expense. |
Income Taxes
Total income tax expense amounted to $9.9 million (22.5% effective tax rate) for the six months ended June 30, 2022, compared to $4.0 million (19.8% effective tax rate) for the same period in 2021. The increase in effective rate is related to increased pre-tax net income while permanent items were relatively stable.
The Company files U.S. federal and state of Illinois, Indiana, Missouri and Texas income tax returns. The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2019.
54
Analysis of Consolidated Balance Sheets
Securities
The Company’s overall investment objectives are to insulate the investment portfolio from undue credit risk, maintain adequate liquidity, insulate capital against changes in market value and control excessive changes in earnings while optimizing investment performance. The types and maturities of securities purchased are primarily based on the Company’s current and projected liquidity and interest rate sensitivity positions. The following table sets forth the amortized cost of the available-for-sale and held-to-maturity securities as of June 30, 2022 and December 31, 2021 (dollars in thousands)
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||||||||||
|
|
|
Amortized Cost |
|
|
Weighted Average Yield |
|
|
Amortized Cost |
|
|
Weighted Average Yield |
|
||||
|
U.S. Treasury securities and obligations of U.S. government corporations and agencies |
|
$ |
261,387 |
|
|
|
1.28 |
% |
|
$ |
213,599 |
|
|
|
1.22 |
% |
|
Obligations of states and political subdivisions |
|
|
385,688 |
|
|
|
2.39 |
% |
|
|
383,991 |
|
|
|
2.40 |
% |
|
Mortgage-backed securities: GSE residential |
|
|
793,979 |
|
|
|
1.70 |
% |
|
|
799,456 |
|
|
|
1.58 |
% |
|
Other securities |
|
|
92,484 |
|
|
|
3.17 |
% |
|
|
32,575 |
|
|
|
4.30 |
% |
|
Total securities |
|
$ |
1,533,538 |
|
|
|
1.89 |
% |
|
$ |
1,429,621 |
|
|
|
1.80 |
% |
At June 30, 2022, the Company’s investment portfolio increased by $103.9 million from December 31, 2021 primarily due to securities added with the acquisition of Jefferson Bank. When purchasing investment securities, the Company considers its overall liquidity and interest rate risk profile, as well as the adequacy of expected returns relative to the risks assumed. The table below presents the credit ratings as of June 30, 2022 for investment securities (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Average Credit Rating of Fair Value at June 30, 2022 (1) |
|
|||||||||||||||||||||
|
|
|
Amortized Cost |
|
|
Estimated Fair Value |
|
|
AAA |
|
|
AA +/- |
|
|
A +/- |
|
|
BBB +/- |
|
|
< BBB - |
|
|
Not rated |
|
||||||||
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities and obligations of U.S. government corporations and agencies |
|
$ |
261,387 |
|
|
$ |
236,847 |
|
|
$ |
236,102 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
745 |
|
|
Obligations of state and political subdivisions |
|
|
385,688 |
|
|
|
327,822 |
|
|
|
55,196 |
|
|
|
243,588 |
|
|
|
28,499 |
|
|
|
— |
|
|
|
— |
|
|
|
539 |
|
|
Mortgage-backed securities (2) |
|
|
793,979 |
|
|
|
698,343 |
|
|
|
1,001 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
697,342 |
|
|
Other securities |
|
|
89,512 |
|
|
|
86,936 |
|
|
|
4,277 |
|
|
|
14,799 |
|
|
|
26,278 |
|
|
|
4,880 |
|
|
|
— |
|
|
|
36,702 |
|
|
Total available-for-sale |
|
$ |
1,530,566 |
|
|
$ |
1,349,948 |
|
|
$ |
296,576 |
|
|
$ |
258,387 |
|
|
$ |
54,777 |
|
|
$ |
4,880 |
|
|
$ |
— |
|
|
$ |
735,328 |
|
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other securities |
|
|
2,972 |
|
|
|
2,972 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,972 |
|
|
Total held-to-maturity |
|
$ |
2,972 |
|
|
$ |
2,972 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,972 |
|
|
Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Agricultural Mtg Corp |
|
$ |
84 |
|
|
$ |
308 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
308 |
|
|
|
1. |
Credit ratings reflect the lowest current rating assigned by a nationally recognized credit rating agency. |
|
|
2. |
Mortgage-backed securities include mortgage-backed securities (MBS) and collateralized mortgage obligation (CMO) issues from the following government sponsored enterprises: FHLMC, FNMA, GNMA and FHLB. While MBS and CMOs are no longer explicitly rated by credit rating agencies, the industry recognizes that they are backed by agencies which have an implied government guarantee. |
55
Loans
The loan portfolio is the largest category of the Company’s earning assets. The following table summarizes the composition of the loan portfolio at amortized cost, including loans held for sale, as of June 30, 2022 and December 31, 2021 (in thousands):
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||||||||||
|
|
|
Amortized Cost |
|
|
% Outstanding Loans |
|
|
Amortized Cost |
|
|
% Outstanding Loans |
|
||||
|
Construction and land development |
|
$ |
141,072 |
|
|
|
3.0 |
% |
|
$ |
145,118 |
|
|
|
3.6 |
% |
|
Agricultural real estate |
|
|
350,159 |
|
|
|
7.5 |
% |
|
|
279,272 |
|
|
|
7.0 |
% |
|
1-4 family residential properties |
|
|
424,230 |
|
|
|
9.1 |
% |
|
|
400,313 |
|
|
|
10.0 |
% |
|
Multifamily residential properties |
|
|
330,600 |
|
|
|
7.1 |
% |
|
|
298,942 |
|
|
|
7.5 |
% |
|
Commercial real estate |
|
|
1,976,654 |
|
|
|
42.6 |
% |
|
|
1,666,198 |
|
|
|
41.7 |
% |
|
Loans secured by real estate |
|
|
3,222,715 |
|
|
|
69.3 |
% |
|
|
2,789,843 |
|
|
|
69.8 |
% |
|
Agricultural loans |
|
|
142,406 |
|
|
|
3.1 |
% |
|
|
151,484 |
|
|
|
3.8 |
% |
|
Commercial and industrial loans |
|
|
1,036,987 |
|
|
|
22.3 |
% |
|
|
832,008 |
|
|
|
20.8 |
% |
|
Consumer loans |
|
|
94,828 |
|
|
|
2.0 |
% |
|
|
78,442 |
|
|
|
2.0 |
% |
|
All other loans |
|
|
151,727 |
|
|
|
3.3 |
% |
|
|
143,746 |
|
|
|
3.6 |
% |
|
Total loans |
|
$ |
4,648,663 |
|
|
|
100.0 |
% |
|
$ |
3,995,523 |
|
|
|
100.0 |
% |
Loan balances increased $653.1 million, or 16.3%. The increase included approximately $426.4 million of loans acquired, before purchase accounting adjustments, from Jefferson Bank. The increase was offset by payoffs and PPP forgiveness. The balance of real estate loans held for sale, included in the balances shown above, amounted to $1.3 million and $2.7 million as of June 30, 2022 and December 31, 2021, respectively.
Commercial and commercial real estate loans generally involve higher credit risks than residential real estate and consumer loans. Because payments on loans secured by commercial real estate or equipment are often dependent upon the successful operation and management of the underlying assets, repayment of such loans may be influenced to a great extent by conditions in the market or the economy. The Company does not have any sub-prime mortgages or credit card loans outstanding which are also generally considered to be higher credit risk.
Loans are geographically dispersed in central and southern Illinois, the St. Louis Metro area, central Missouri, and Texas. While these regions have experienced some economic stress during 2022 and 2021, the Company does not consider these locations high risk areas since these regions have not experienced the significant changes in real estate values seen in some other areas in the United States.
The Company does not have a concentration, as defined by the regulatory agencies, in construction and land development loans or commercial real estate loans as a percentage of total risk-based capital for the periods shown above. At June 30, 2022 and December 31, 2021, the Company did have industry loan concentrations that exceeded 25% of total risk-based capital in the following industries (dollars in thousands):
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||||||||||
|
|
|
Principal balance |
|
|
% Outstanding Loans |
|
|
Principal balance |
|
|
% Outstanding Loans |
|
||||
|
Other grain farming |
|
$ |
366,644 |
|
|
|
7.89 |
% |
|
$ |
297,394 |
|
|
|
7.44 |
% |
|
Lessors of non-residential buildings |
|
|
901,964 |
|
|
|
19.40 |
% |
|
|
696,730 |
|
|
|
17.44 |
% |
|
Lessors of residential buildings and dwellings |
|
|
494,458 |
|
|
|
10.64 |
% |
|
|
468,362 |
|
|
|
11.72 |
% |
|
Hotels and motels |
|
|
203,023 |
|
|
|
4.37 |
% |
|
|
57,549 |
|
|
|
1.44 |
% |
The Company had no further industry loan concentrations in excess of 25% of total risk-based capital.
56
The following table presents the balance of loans outstanding as of June 30, 2022, by contractual maturities (in thousands):
|
|
|
Maturity (1) |
|
|||||||||||||
|
|
|
One year or less(2) |
|
|
Over 1 through 5 years |
|
|
Over 5 years |
|
|
Total |
|
||||
|
Construction and land development |
|
$ |
44,267 |
|
|
$ |
58,108 |
|
|
$ |
38,697 |
|
|
$ |
141,072 |
|
|
Agricultural real estate |
|
|
13,298 |
|
|
|
125,286 |
|
|
|
211,575 |
|
|
|
350,159 |
|
|
1-4 family residential properties |
|
|
14,754 |
|
|
|
112,178 |
|
|
|
297,298 |
|
|
|
424,230 |
|
|
Multifamily residential properties |
|
|
12,425 |
|
|
|
250,384 |
|
|
|
67,791 |
|
|
|
330,600 |
|
|
Commercial real estate |
|
|
83,866 |
|
|
|
974,884 |
|
|
|
917,904 |
|
|
|
1,976,654 |
|
|
Loans secured by real estate |
|
|
168,610 |
|
|
|
1,520,840 |
|
|
|
1,533,265 |
|
|
|
3,222,715 |
|
|
Agricultural loans |
|
|
107,845 |
|
|
|
31,363 |
|
|
|
3,198 |
|
|
|
142,406 |
|
|
Commercial and industrial loans |
|
|
261,846 |
|
|
|
484,519 |
|
|
|
290,622 |
|
|
|
1,036,987 |
|
|
Consumer loans |
|
|
9,305 |
|
|
|
59,275 |
|
|
|
26,248 |
|
|
|
94,828 |
|
|
All other loans |
|
|
34,578 |
|
|
|
25,975 |
|
|
|
91,174 |
|
|
|
151,727 |
|
|
Total loans |
|
$ |
582,184 |
|
|
$ |
2,121,972 |
|
|
$ |
1,944,507 |
|
|
$ |
4,648,663 |
|
|
1. |
Based upon remaining contractual maturity. |
|
2. |
Includes demand loans, past due loans and overdrafts. |
As of June 30, 2022, loans with maturities over one year consisted of approximately $2.8 billion in fixed rate loans and approximately $1.3 billion in variable rate loans. The loan maturities noted above are based on the contractual provisions of the individual loans. The Company has no general policy regarding renewals and borrower requests, which are handled on a case-by-case basis.
Nonperforming Loans and Nonperforming Other Assets
Nonperforming loans include: (a) loans accounted for on a nonaccrual basis; (b) accruing loans contractually past due ninety days or more as to interest or principal payments; and (c) loans not included in (a) and (b) above which are defined as “troubled debt restructurings”. Repossessed assets include primarily repossessed real estate and automobiles.
The Company’s policy is to discontinue the accrual of interest income on any loan for which principal or interest is ninety days past due. The accrual of interest is discontinued earlier when, in the opinion of management, there is reasonable doubt as to the timely collection of interest or principal. Once interest accruals are discontinued, accrued but uncollected interest is charged against current year income. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal.
Restructured loans are loans on which, due to deterioration in the borrower’s financial condition, the original terms have been modified in favor of the borrower or either principal or interest has been forgiven. Repossessed assets represent property acquired as the result of borrower defaults on loans. These assets are recorded at estimated fair value, less estimated selling costs, at the time of foreclosure or repossession. Write-downs occurring at foreclosure are charged against the allowance for loan losses. On an ongoing basis, properties are appraised as required by market indications and applicable regulations. Write-downs for subsequent declines in value are recorded in non-interest expense in other real estate owned along with other expenses related to maintaining the properties.
The following table presents information concerning the aggregate amount of nonperforming loans and repossessed assets at June 30, 2022 and December 31, 2021 (dollars in thousands):
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
Nonaccrual loans |
|
$ |
17,035 |
|
|
$ |
18,105 |
|
|
Restructured loans which are performing in accordance with revised terms |
|
|
2,946 |
|
|
|
3,931 |
|
|
Total nonperforming loans |
|
|
19,981 |
|
|
|
22,036 |
|
|
Repossessed assets |
|
|
4,209 |
|
|
|
5,019 |
|
|
Total nonperforming loans and repossessed assets |
|
$ |
24,190 |
|
|
$ |
27,055 |
|
|
Nonperforming loans to loans, before allowance for loan losses |
|
|
0.43 |
% |
|
|
0.55 |
% |
|
Nonperforming loans and repossessed assets to loans, before allowance for loan losses |
|
|
0.52 |
% |
|
|
0.68 |
% |
57
The $1,070,000 decrease in nonaccrual loans during 2022 resulted from the net of $3,943,000 of loans put on nonaccrual status offset by $4,596,000 of loans becoming current or paid-off, $145,000 of loans transferred to other real estate and $273,000 of loans charged off. The following table summarizes the composition of nonaccrual loans (dollars in thousands):
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||||||||||
|
|
|
Balance |
|
|
% of Total |
|
|
Balance |
|
|
% of Total |
|
||||
|
Construction and land development |
|
$ |
— |
|
|
|
0.0 |
% |
|
$ |
25 |
|
|
|
0.1 |
% |
|
Agricultural real estate |
|
|
1,268 |
|
|
|
7.4 |
% |
|
|
336 |
|
|
|
1.9 |
% |
|
1-4 family residential properties |
|
|
4,680 |
|
|
|
27.5 |
% |
|
|
5,252 |
|
|
|
29.0 |
% |
|
Multifamily residential properties |
|
|
1,311 |
|
|
|
7.7 |
% |
|
|
1,982 |
|
|
|
11.0 |
% |
|
Commercial real estate |
|
|
7,975 |
|
|
|
46.8 |
% |
|
|
7,920 |
|
|
|
43.7 |
% |
|
Loans secured by real estate |
|
|
15,234 |
|
|
|
89.4 |
% |
|
|
15,515 |
|
|
|
85.7 |
% |
|
Agricultural loans |
|
|
174 |
|
|
|
1.0 |
% |
|
|
560 |
|
|
|
3.1 |
% |
|
Commercial and industrial loans |
|
|
1,529 |
|
|
|
9.0 |
% |
|
|
1,851 |
|
|
|
10.2 |
% |
|
Consumer loans |
|
|
98 |
|
|
|
0.6 |
% |
|
|
179 |
|
|
|
1.0 |
% |
|
Total loans |
|
$ |
17,035 |
|
|
|
100.0 |
% |
|
$ |
18,105 |
|
|
|
100.0 |
% |
Interest income that would have been reported if nonaccrual and restructured loans had been performing totaled $94,000 and $319,000 for the six months ended June 30, 2022 and 2021, respectively.
The $810,000 decrease in repossessed assets during the first six months of 2022 resulted from $275,000 of additional assets repossessed and $867,000 of repossessed assets sold, $200,000 of writedowns, and approximately $18,000 of change in fair value premiums and discounts. The following table summarizes the composition of repossessed assets (dollars in thousands):
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||||||||||
|
|
|
Balance |
|
|
% of Total |
|
|
Balance |
|
|
% of Total |
|
||||
|
Construction and land development |
|
$ |
2,773 |
|
|
|
65.9 |
% |
|
$ |
3,004 |
|
|
|
59.9 |
% |
|
1-4 family residential properties |
|
|
28 |
|
|
|
0.7 |
% |
|
|
12 |
|
|
|
0.2 |
% |
|
Commercial real estate |
|
|
1,408 |
|
|
|
33.5 |
% |
|
|
1,968 |
|
|
|
39.2 |
% |
|
Total real estate |
|
|
4,209 |
|
|
|
100.0 |
% |
|
|
4,984 |
|
|
|
99.3 |
% |
|
Consumer loans |
|
|
— |
|
|
|
0.0 |
% |
|
|
35 |
|
|
|
0.7 |
% |
|
Total repossessed collateral |
|
$ |
4,209 |
|
|
|
100.0 |
% |
|
$ |
5,019 |
|
|
|
100.0 |
% |
Repossessed assets sold during the first six months of 2022 resulted in net gains of $27,000 related to real estate asset sales and $1,000 related to other asset sales. The Company also recognized $61,000 of deferred gains and $200,000 of writedowns. Repossessed assets sold during the same period in 2021 resulted in net gains of $625,000, of which $1,887,000 of net losses was related to real estate asset sales and $1,000 of net gains was related to other repossessed assets.
58
Loan Quality and Allowance for Credit Losses
The allowance for credit losses represents management’s estimate of the reserve necessary to adequately account for probable losses existing in the current portfolio. The provision for loan losses is the charge against current earnings that is determined by management as the amount needed to maintain an adequate allowance for loan losses. In determining the adequacy of the allowance for loan losses, and therefore the provision to be charged to current earnings, management relies predominantly on a disciplined credit review and approval process that extends to the full range of the Company’s credit exposure. The review process is directed by overall lending policy and is intended to identify, at the earliest possible stage, borrowers who might be facing financial difficulty. Factors considered by management in evaluating the overall adequacy of the allowance include a migration analysis of the historical net loan losses by loan segment, the level and composition of nonaccrual, past due and renegotiated loans, trends in volumes and terms of loans, effects of changes in risk selection and underwriting standards or lending practices, lending staff changes, concentrations of credit, industry conditions and the current economic conditions in the region where the Company operates.
Management reviews economic factors including the potential for reduced cash flow for commercial operating loans from reduction in sales or increased operating costs, decreased occupancy rates for commercial buildings, reduced levels of home sales for commercial land developments, the uncertainty regarding grain prices, increased operating costs for farmers, and increased levels of unemployment and bankruptcy impacting consumer’s ability to pay. Each of these economic uncertainties was taken into consideration in developing the level of the reserve. Management considers the allowance for loan losses a critical accounting policy.
Management recognizes there are risk factors that are inherent in the Company’s loan portfolio. All financial institutions face risk factors in their loan portfolios because risk exposure is a function of the business. The Company’s operations (and therefore its loans) are concentrated in east central Illinois, an area where agriculture is the dominant industry. Accordingly, lending and other business relationships with agriculture-based businesses are critical to the Company’s success. At June 30, 2022, the Company’s loan portfolio included $492.6 million of loans to borrowers whose businesses are directly related to agriculture. Of this amount, $366.6 million was concentrated in other grain farming. Total loans to borrowers whose businesses are directly related to agriculture increased $61.8 million from $430.8 million at December 31, 2021 while loans concentrated in other grain farming increased $69.3 million from $297.4 million at December 31, 2021. While the Company adheres to sound underwriting practices, including collateralization of loans, any extended period of low commodity prices, drought conditions, significantly reduced yields on crops and/or reduced levels of government assistance to the agricultural industry could result in an increase in the level of problem agriculture loans and potentially result in loan losses within the agricultural portfolio. In addition, the Company has $203.0 million of loans to motels and hotels. The performance of these loans is dependent on borrower specific issues as well as the general level of business and personal travel within the region. While the Company adheres to sound underwriting standards, a prolonged period of reduced business or personal travel could result in an increase in nonperforming loans to this business segment and potentially in loan losses. The Company also has $902.0 million of loans to lessors of non-residential buildings, and $494.5 million of loans to lessors of residential buildings and dwellings.
The structure of the Company’s loan approval process is based on progressively larger lending authorities granted to individual loan officers, loan committees, and ultimately the Board of Directors. Outstanding balances to one borrower or affiliated borrowers are limited by federal regulation; however, limits well below the regulatory thresholds are generally observed. Most of the Company’s loans are to businesses located in the geographic market areas served by the Company’s branch bank system. Additionally, a significant portion of the collateral securing the loans in the portfolio is located within the Company’s primary geographic footprint. In general, the Company adheres to loan underwriting standards consistent with industry guidelines for all loan segments.
The Company minimizes credit risk by adhering to sound underwriting and credit review policies. Management and the board of directors of the Company review these policies at least annually. Senior management is actively involved in business development efforts and the maintenance and monitoring of credit underwriting and approval. The loan review system and controls are designed to identify, monitor and address asset quality problems in an accurate and timely manner. The board of directors and management review the status of problem loans each month and formally determine a best estimate of the allowance for loan losses on a quarterly basis. In addition to internal policies and controls, regulatory authorities periodically review asset quality and the overall adequacy of the allowance for loan losses.
59
Analysis of the allowance for credit losses as of June 30, 2022 and 2021, and of changes in the allowance for the three and six months ended June 30, 2022 and 2021, is as follows (dollars in thousands):
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
Average loans outstanding, net of unearned income |
|
$ |
4,481,593 |
|
|
$ |
3,873,035 |
|
|
$ |
4,332,925 |
|
|
$ |
3,676,486 |
|
|
Allowance - beginning of period |
|
|
58,474 |
|
|
|
55,418 |
|
|
|
54,655 |
|
|
|
41,910 |
|
|
Initial allowance on loans purchased with credit deterioration |
|
|
— |
|
|
|
— |
|
|
|
863 |
|
|
|
2,074 |
|
|
Charge-offs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and land development |
|
|
— |
|
|
|
23 |
|
|
|
2 |
|
|
|
23 |
|
|
1-4 family residential |
|
|
69 |
|
|
|
14 |
|
|
|
141 |
|
|
|
196 |
|
|
Commercial real estate |
|
|
68 |
|
|
|
— |
|
|
|
407 |
|
|
|
480 |
|
|
Agricultural |
|
|
93 |
|
|
|
— |
|
|
|
93 |
|
|
|
— |
|
|
Commercial and industrial |
|
|
32 |
|
|
|
68 |
|
|
|
35 |
|
|
|
86 |
|
|
Consumer |
|
|
309 |
|
|
|
344 |
|
|
|
667 |
|
|
|
632 |
|
|
Total charge-offs |
|
|
571 |
|
|
|
449 |
|
|
|
1,345 |
|
|
|
1,417 |
|
|
Recoveries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-4 family residential |
|
|
42 |
|
|
|
18 |
|
|
|
245 |
|
|
|
26 |
|
|
Commercial real estate |
|
|
12 |
|
|
|
13 |
|
|
|
359 |
|
|
|
22 |
|
|
Commercial and industrial |
|
|
63 |
|
|
|
22 |
|
|
|
124 |
|
|
|
40 |
|
|
Consumer |
|
|
148 |
|
|
|
134 |
|
|
|
315 |
|
|
|
365 |
|
|
Total recoveries |
|
|
265 |
|
|
|
188 |
|
|
|
1,043 |
|
|
|
454 |
|
|
Net charge-offs (recoveries) |
|
|
306 |
|
|
|
261 |
|
|
|
302 |
|
|
|
963 |
|
|
Provision for loan losses |
|
|
907 |
|
|
|
(560 |
) |
|
|
3,859 |
|
|
|
11,576 |
|
|
Allowance-end of period |
|
$ |
59,075 |
|
|
$ |
54,597 |
|
|
$ |
59,075 |
|
|
$ |
54,597 |
|
|
Ratio of annualized net charge-offs to average loans |
|
|
0.03 |
% |
|
|
0.03 |
% |
|
|
0.01 |
% |
|
|
0.05 |
% |
|
Ratio of allowance for credit losses to loans outstanding (at amortized cost) |
|
|
1.27 |
% |
|
|
1.44 |
% |
|
|
1.27 |
% |
|
|
1.44 |
% |
|
Ratio of allowance for credit losses to nonperforming loans |
|
|
296 |
% |
|
|
180 |
% |
|
|
296 |
% |
|
|
180 |
% |
The increase in the allowance for credit losses to nonperforming loans ratio is primarily due to a decline in nonperforming loans at June 30, 2022 compared to June 30, 2021. The increase in allowance for credit losses is primarily due to the day one provision required to be recorded in the acquisition of loans with Jefferson Bank and other increases in loan balances.
During the first six months of 2022, the Company had net charge offs of $303,000 compared to net charge-offs of $963,000 in 2021. During the first six months of 2022, there were significant charge-offs of two commercial real estate loans of one borrower totaling $271,000. During the first six months of 2021, there were significant charge-offs of one commercial real estate loan to one borrower totaling $480,000 and one commercial loan to a single borrower totaling $1,572,000.
60
Deposits
Funding of the Company’s earning assets is substantially provided by a combination of consumer, commercial and public fund deposits. The Company continues to focus its strategies and emphasis on retail core deposits, the major component of funding sources. The following table sets forth the average deposits and weighted average rates for the six months ended June 30, 2022 and 2021 and for the year ended December 31, 2021 (dollars in thousands):
|
|
|
Six months ended June 30, 2022 |
|
|
Six months ended June 30, 2021 |
|
|
Year ended December 31, 2021 |
|
|||||||||||||||
|
|
|
Average Balance |
|
|
Weighted Average Rate |
|
|
Average Balance |
|
|
Weighted Average Rate |
|
|
Average Balance |
|
|
Weighted Average Rate |
|
||||||
|
Demand deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest-bearing |
|
$ |
1,346,645 |
|
|
—% |
|
|
$ |
1,099,295 |
|
|
—% |
|
|
$ |
1,164,877 |
|
|
—% |
|
|||
|
Interest-bearing |
|
|
2,633,667 |
|
|
|
0.24 |
% |
|
|
2,025,759 |
|
|
|
0.19 |
% |
|
|
2,217,281 |
|
|
|
0.19 |
% |
|
Savings |
|
|
671,447 |
|
|
|
0.07 |
% |
|
|
610,224 |
|
|
|
0.09 |
% |
|
|
611,379 |
|
|
|
0.08 |
% |
|
Time deposits |
|
|
630,940 |
|
|
|
0.42 |
% |
|
|
706,568 |
|
|
|
0.73 |
% |
|
|
671,056 |
|
|
|
0.64 |
% |
|
Total average deposits |
|
$ |
5,282,699 |
|
|
|
0.18 |
% |
|
$ |
4,441,846 |
|
|
|
0.22 |
% |
|
$ |
4,664,593 |
|
|
|
0.19 |
% |
During the first six months of 2022, the average balance of deposits increased by $0.6 billion from the average balance for the year ended December 31, 2021. Average non-interest-bearing deposits increased by $181.8 million, average interest-bearing balances increased by $416.4 million, savings account balances increased $60.1 million and balances of time deposits decreased $40.1 million. These increases were primarily due to deposits added in the acquisition of Jefferson Bank offset by maturing time deposits.
The following table sets forth the high and low month-end balances for the six months ended June 30, 2022 and 2021 and for the year ended December 31, 2021 (in thousands):
|
|
Six months ended June 30, 2022 |
|
|
Six months ended June 30, 2021 |
|
|
Year ended December 31, 2021 |
|
|||
|
High month-end balances of total deposits |
$ |
5,487,305 |
|
|
$ |
4,789,451 |
|
|
$ |
5,000,084 |
|
|
Low month-end balances of total deposits |
|
4,904,973 |
|
|
|
3,725,741 |
|
|
|
3,725,741 |
|
Balances of time deposits of $100,000 or more include time deposits maintained for public fund entities and consumer time deposits. The following table sets forth the maturity of time deposits of $100,000 or more at June 30, 2022 and December 31, 2021 (in thousands):
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
3 months or less |
|
$ |
93,288 |
|
|
$ |
86,790 |
|
|
Over 3 through 6 months |
|
|
64,265 |
|
|
|
57,777 |
|
|
Over 6 through 12 months |
|
|
85,273 |
|
|
|
82,644 |
|
|
Over 12 months |
|
|
113,619 |
|
|
|
75,568 |
|
|
Total |
|
$ |
356,445 |
|
|
$ |
302,779 |
|
61
Repurchase Agreements and Other Borrowings
Securities sold under agreements to repurchase are short-term obligations of First Mid Bank. These obligations are collateralized with certain government securities that are direct obligations of the United States or one of its agencies. These retail repurchase agreements are offered as a cash management service to its corporate customers. Other borrowings consist of Federal Home Loan Bank (“FHLB”) advances, federal funds purchased, loans (short-term or long-term debt) that the Company has outstanding and junior subordinated debentures. Information relating to securities sold under agreements to repurchase and other borrowings as of June 30, 2022 and December 31, 2021 is presented below (dollars in thousands):
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
Securities sold under agreements to repurchase |
|
$ |
174,934 |
|
|
$ |
146,268 |
|
|
Federal Home Loan Bank advances: |
|
|
|
|
|
|
|
|
|
Overnight |
|
|
175,000 |
|
|
|
— |
|
|
Fixed term – due in one year or less |
|
|
145,092 |
|
|
|
25,113 |
|
|
Fixed term – due after one year |
|
|
56,194 |
|
|
|
61,333 |
|
|
Other borrowings: |
|
|
|
|
|
|
|
|
|
Federal funds purchased |
|
|
10,000 |
|
|
|
— |
|
|
Subordinated debt |
|
|
94,476 |
|
|
|
94,400 |
|
|
Junior subordinated debentures |
|
|
19,279 |
|
|
|
19,195 |
|
|
Total |
|
$ |
674,975 |
|
|
$ |
346,309 |
|
|
Average interest rate at end of period |
|
|
1.21 |
% |
|
|
1.78 |
% |
|
|
|
|
|
|
|
|
|
|
|
Maximum outstanding at any month-end: |
|
|
|
|
|
|
|
|
|
Securities sold under agreements to repurchase |
|
$ |
190,314 |
|
|
$ |
212,503 |
|
|
Federal Home Loan Bank advances: |
|
|
|
|
|
|
|
|
|
Overnight |
|
|
175,000 |
|
|
|
— |
|
|
Fixed term – due in one year or less |
|
|
145,092 |
|
|
|
30,180 |
|
|
Fixed term – due after one year |
|
|
181,203 |
|
|
|
97,877 |
|
|
Other borrowings: |
|
|
|
|
|
|
|
|
|
Federal funds purchased |
|
|
10,000 |
|
|
|
— |
|
|
Subordinated debt |
|
|
94,476 |
|
|
|
94,400 |
|
|
Junior subordinated debentures |
|
|
19,279 |
|
|
|
19,195 |
|
|
|
|
|
|
|
|
|
|
|
|
Averages for the period (YTD): |
|
|
|
|
|
|
|
|
|
Securities sold under agreements to repurchase |
|
$ |
176,076 |
|
|
$ |
173,762 |
|
|
Federal Home Loan Bank advances: |
|
|
|
|
|
|
|
|
|
Overnight |
|
|
40,801 |
|
|
|
— |
|
|
Fixed term – due in one year or less |
|
|
52,115 |
|
|
|
22,751 |
|
|
Fixed term – due after one year |
|
|
80,645 |
|
|
|
84,766 |
|
|
Other borrowings: |
|
|
|
|
|
|
|
|
|
Federal funds purchased |
|
|
696 |
|
|
|
— |
|
|
Loans due in one year or less |
|
|
28 |
|
|
|
— |
|
|
Subordinated debt |
|
|
94,432 |
|
|
|
94,321 |
|
|
Junior subordinated debentures |
|
|
19,231 |
|
|
|
19,105 |
|
|
Total |
|
$ |
464,024 |
|
|
$ |
394,705 |
|
|
Average interest rate during the period |
|
|
1.48 |
% |
|
|
1.58 |
% |
62
Securities sold under agreements to repurchase decreased $28.7 million during the first six months of 2021 primarily due to the cash flow needs of various customers. FHLB advances represent borrowings by First Mid Bank to economically fund loan demand. At June 30, 2022 the fixed term advances, before net premiums of $538,000, consisted of $375.9 million as follows:
|
Advance |
|
|
Term (in years) |
|
|
Interest Rate |
|
|
Maturity Date |
|||
|
|
175,000,000 |
|
|
Overnight |
|
|
1.63% |
|
|
|
||
|
|
5,000,000 |
|
|
|
3.0 |
|
|
1.73% |
|
|
July 12, 2022 |
|
|
|
25,000,000 |
|
|
1 Month |
|
|
1.63% |
|
|
July 29, 2022 |
||
|
|
25,000,000 |
|
|
3 Months |
|
|
2.10% |
|
|
September 23, 2022 |
||
|
|
25,000,000 |
|
|
3 Months |
|
|
2.07% |
|
|
September 30, 2022 |
||
|
|
25,000,000 |
|
|
6 Months |
|
|
2.65% |
|
|
December 23, 2022 |
||
|
|
25,000,000 |
|
|
6 Months |
|
|
2.74% |
|
|
December 30, 2022 |
||
|
|
5,000,000 |
|
|
|
8.0 |
|
|
2.40% |
|
|
January 9, 2023 |
|
|
|
5,000,000 |
|
|
|
4.0 |
|
|
2.44% |
|
|
May 30, 2023 |
|
|
|
5,000,000 |
|
|
|
1.0 |
|
|
2.00% |
|
|
May 31, 2023 |
|
|
|
5,000,000 |
|
|
|
3.5 |
|
|
1.51% |
|
|
July 31, 2023 |
|
|
|
5,000,000 |
|
|
|
3.5 |
|
|
0.77% |
|
|
September 11, 2023 |
|
|
|
5,000,000 |
|
|
|
5.0 |
|
|
1.54% |
|
|
July 12, 2024 |
|
|
|
10,000,000 |
|
|
|
5.0 |
|
|
1.45% |
|
|
December 31, 2024 |
|
|
|
5,000,000 |
|
|
|
5.0 |
|
|
0.91% |
|
|
March 10, 2025 |
|
|
|
5,857,785 |
|
|
|
10.0 |
|
|
2.64% |
|
|
December 23, 2025 |
|
|
|
5,000,000 |
|
|
|
10.0 |
|
|
1.15% |
|
|
October 3, 2029 |
|
|
|
5,000,000 |
|
|
|
10.0 |
|
|
1.12% |
|
|
October 3, 2029 |
|
|
|
10,000,000 |
|
|
|
10.0 |
|
|
1.39% |
|
|
December 31, 2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company is party to a revolving credit agreement with The Northern Trust Company in the amount of $15 million. There was no balance on this line of credit as of June 30, 2022. This loan was renewed on April 8, 2022 for one year as a revolving credit agreement. The interest rate is floating at 2.25% over the federal funds rate. The Company and First Mid Bank were in compliance with the existing covenants at June 30, 2022 and 2021, and December 31, 2021.
On October 6, 2020, the Company issued and sold $96.0 million in aggregate principal amount of its 3.95% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). The Notes were issued pursuant to the Indenture, dated as of October 6, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of October 6, 2020 (the “Supplemental Indenture”), between the Company and the Trustee. The Base Indenture, as amended and supplemented by the Supplemental Indenture, governs the terms of the Notes and provides that the Notes are unsecured, subordinated debt obligations of the Company and will mature on October 15, 2030. From and including the date of issuance to, but excluding October 15, 2025, the Notes will bear interest at an initial rate of 3.95% per annum. From and including October 15, 2025 to, but excluding the maturity date or earlier redemption, the Notes will bear interest at a floating rate equal to three-month Term SOFR plus a spread of 383 basis points, or such other rate as determined pursuant to the Supplemental Indenture, provided that in no event shall the applicable floating interest rate be less than zero per annum.
The Company may, beginning with the interest payment date of October 15, 2025, and on any interest payment date thereafter, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the Notes at any time, including prior to October 15, 2025, at the Company’s option, in whole but not in part, if: (i) a change or prospective change in law occurs that could prevent the Company from deducting interest payable on the Notes for U.S. federal income tax purposes; (ii) a subsequent event occurs that could preclude the Notes from being recognized as Tier 2 capital for regulatory capital purposes; or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended; in each case, at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest to but excluding the redemption date.
On April 26, 2006, the Company completed the issuance and sale of $10 million of fixed/floating rate trust preferred securities through First Mid-Illinois Statutory Trust II (“Trust II”), a statutory business trust and wholly owned unconsolidated subsidiary of the Company, as part of a pooled offering. The Company established Trust II for the purpose of issuing the trust preferred securities. The $10 million in proceeds from the trust preferred issuance and an additional $310,000 for the Company’s investment in common equity of Trust II, a total of $10,310 000, was invested in junior subordinated debentures of the Company. The underlying junior subordinated debentures issued by the Company to Trust II mature in 2036, bore interest at a fixed rate of 6.98% paid quarterly until June 15, 2011 and then converted to floating rate (LIBOR plus 160 basis points, 3.43% and 1.80% at June 30, 2022 and December 31, 2021, respectively).
63
On September 8, 2016, the Company assumed the trust preferred securities of Clover Leaf Statutory Trust I (“CLST I”), a statutory business trust that was a wholly owned unconsolidated subsidiary of First Clover Financial. The $4,000,000 of trust preferred securities and an additional $124,000 additional investment in common equity of CLST I, is invested in junior subordinated debentures issued to CLST I. The subordinated debentures mature in 2025, bear interest at three-month LIBOR plus 185 basis points (3.68% and 2.05% at June 30, 2022 and December 31, 2021, respectively) and resets quarterly.
On May 1, 2018, the Company assumed the trust preferred securities of FBTC Statutory Trust I (“FBTCST I”), a statutory business trust that was a wholly owned unconsolidated subsidiary of First BancTrust Corporation. The $6,000,000 of trust preferred securities and an additional $186,000 additional investment in common equity of FBTCST I is invested in junior subordinated debentures issued to FBTCST I. The subordinated debentures mature in 2035, bear interest at three-month LIBOR plus 170 basis points (3.53% and 1.90% at June 30, 2022 and December 31, 2021, respectively) and resets quarterly.
The trust preferred securities issued by Trust II, CLST I and FBTCST I are included as Tier 1 capital of the Company for regulatory capital purposes. On March 1, 2005, the Federal Reserve Board adopted a final rule that allows the continued limited inclusion of trust preferred securities in the calculation of Tier 1 capital for regulatory purposes. The final rule provided a five-year transition period, ending September 30, 2010, for application of the revised quantitative limits. On March 17, 2009, the Federal Reserve Board adopted an additional final rule that delayed the effective date of the new limits on inclusion of trust preferred securities in the calculation of Tier 1 capital until March 31, 2012. The application of the revised quantitative limits did not and is not expected to have a significant impact on its calculation of Tier 1 capital for regulatory purposes or its classification as well-capitalized. The Dodd-Frank Act, signed into law July 21, 2010, removes trust preferred securities as a permitted component of a holding company’s Tier 1 capital after a three-year phase-in period beginning January 1, 2013 for larger holding companies. For holding companies with less than $15 billion in consolidated assets, existing issues of trust preferred securities are grandfathered and not subject to this new restriction.
Similarly, the final rule implementing the Basel III reforms allows holding companies with less than $15 billion in consolidated assets as of December 31, 2009 to continue to count toward Tier 1 capital any trust preferred securities issued before May 19, 2010. New issuances of trust preferred securities, however, would not count as Tier 1 regulatory capital.
In addition to requirements of the Dodd-Frank Act discussed above, the act also required the federal banking agencies to adopt certain rules that prohibit banks and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (defined as hedge funds and private equity funds). This rule is generally referred to as the “Volcker Rule.” The rules permit the retention of an interest in or sponsorship of covered funds by banking entities under $15 billion in assets (such as the Company) if (1) the collateralized debt obligation was established and issued prior to May 19, 2010, (2) the banking entity reasonably believes that the offering proceeds received by the collateralized debt obligation were invested primarily in qualifying trust preferred collateral, and (3) the banking entity’s interests in the collateralized debt obligation was acquired on or prior to December 10, 2013. The Company does not currently anticipate that the Volcker Rule will have a material effect on the operations of the Company or First Mid Bank. On June 25, 2020, the agencies announced that certain restrictions under the Volcker Rule applicable to large banking entities will be eased commencing October 1, 2020.
Interest Rate Sensitivity
The Company seeks to maximize its net interest margin while maintaining an acceptable level of interest rate risk. Interest rate risk can be defined as the amount of forecasted net interest income that may be gained or lost due to changes in the interest rate environment, a variable over which management has no control. Interest rate risk, or sensitivity, arises when the maturity or repricing characteristics of interest-bearing assets differ significantly from the maturity or repricing characteristics of interest- bearing liabilities. The Company monitors its interest rate sensitivity position to maintain a balance between rate sensitive assets and rate sensitive liabilities. This balance serves to limit the adverse effects of changes in interest rates. The Company’s asset liability management committee (ALCO) oversees the interest rate sensitivity position and directs the overall allocation of funds.
64
In the banking industry, a traditional way to measure potential net interest income exposure to changes in interest rates is through a technique known as “static GAP” analysis which measures the cumulative differences between the amounts of assets and liabilities maturing or repricing at various intervals. By comparing the volumes of interest-bearing assets and liabilities that have contractual maturities and repricing points at various times in the future, management can gain insight into the amount of interest rate risk embedded in the balance sheet. The following table sets forth the Company’s interest rate repricing GAP for selected maturity periods at June 30, 2022 (dollars in thousands):
|
|
|
Rate Sensitive Within |
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
1 years |
|
|
1-2 years |
|
|
2-3 years |
|
|
3-4 years |
|
|
4-5 years |
|
|
Thereafter |
|
|
Total |
|
|
Fair Value |
|
||||||||
|
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds sold and other interest-bearing deposits |
|
$ |
21,209 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
21,209 |
|
|
$ |
21,209 |
|
|
Certificates of deposit investments |
|
|
980 |
|
|
|
735 |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
1,715 |
|
|
|
1,715 |
|
||
|
Taxable investment securities |
|
|
38,039 |
|
|
|
103,803 |
|
|
|
108,185 |
|
|
|
89,127 |
|
|
|
83,904 |
|
|
|
606,421 |
|
|
|
1,029,479 |
|
|
|
1,029,479 |
|
|
Nontaxable investment securities |
|
|
(47,711 |
) |
|
|
7,181 |
|
|
|
11,344 |
|
|
|
9,282 |
|
|
|
10,563 |
|
|
|
333,090 |
|
|
|
323,749 |
|
|
|
323,749 |
|
|
Loans |
|
|
1,583,891 |
|
|
|
690,937 |
|
|
|
648,379 |
|
|
|
600,806 |
|
|
|
758,000 |
|
|
|
366,650 |
|
|
|
4,648,663 |
|
|
|
4,501,530 |
|
|
Total |
|
$ |
1,596,408 |
|
|
$ |
802,656 |
|
|
$ |
767,908 |
|
|
$ |
699,215 |
|
|
$ |
852,467 |
|
|
$ |
1,306,161 |
|
|
$ |
6,024,815 |
|
|
$ |
5,877,682 |
|
|
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings and NOW accounts |
|
$ |
552,913 |
|
|
$ |
190,544 |
|
|
$ |
190,544 |
|
|
$ |
190,544 |
|
|
$ |
190,544 |
|
|
$ |
822,787 |
|
|
$ |
2,137,876 |
|
|
$ |
2,137,876 |
|
|
Money market accounts |
|
|
732,356 |
|
|
|
55,679 |
|
|
|
55,679 |
|
|
|
55,679 |
|
|
|
55,679 |
|
|
|
203,652 |
|
|
|
1,158,724 |
|
|
|
1,158,724 |
|
|
Other time deposits |
|
|
450,746 |
|
|
|
121,528 |
|
|
|
39,517 |
|
|
|
23,338 |
|
|
|
17,407 |
|
|
|
86 |
|
|
|
652,622 |
|
|
|
654,925 |
|
|
Short-term borrowings/debt |
|
|
359,934 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
359,934 |
|
|
|
359,859 |
|
|
Long-term borrowings/debt |
|
|
164,371 |
|
|
|
10,000 |
|
|
|
20,038 |
|
|
|
100,632 |
|
|
|
— |
|
|
|
20,000 |
|
|
|
315,041 |
|
|
|
307,622 |
|
|
Total |
|
$ |
2,260,320 |
|
|
$ |
377,751 |
|
|
$ |
305,778 |
|
|
$ |
370,193 |
|
|
$ |
263,630 |
|
|
$ |
1,046,525 |
|
|
$ |
4,624,197 |
|
|
$ |
4,619,006 |
|
|
Rate sensitive assets – rate sensitive liabilities |
|
$ |
(663,912 |
) |
|
$ |
424,905 |
|
|
$ |
462,130 |
|
|
$ |
329,022 |
|
|
$ |
588,837 |
|
|
$ |
259,636 |
|
|
$ |
1,400,618 |
|
|
|
|
|
|
Cumulative GAP |
|
|
(663,912 |
) |
|
|
(239,007 |
) |
|
|
223,123 |
|
|
|
552,145 |
|
|
|
1,140,982 |
|
|
|
1,400,618 |
|
|
|
|
|
|
|
|
|
|
Cumulative amounts as % of total Rate sensitive assets |
|
|
-11.0 |
% |
|
|
7.1 |
% |
|
|
7.7 |
% |
|
|
5.5 |
% |
|
|
9.8 |
% |
|
|
4.3 |
% |
|
|
|
|
|
|
|
|
|
Cumulative Ratio |
|
|
-11.0 |
% |
|
|
-4.0 |
% |
|
|
3.7 |
% |
|
|
9.2 |
% |
|
|
18.9 |
% |
|
|
23.2 |
% |
|
|
|
|
|
|
|
|
The static GAP analysis shows that at June 30, 2022, the Company was liability sensitive, on a cumulative basis, through the twelve-month time horizon. This indicates that future increases in interest rates could have an adverse effect on net interest income. There are several ways the Company measures and manages the exposure to interest rate sensitivity, including static GAP analysis. The Company’s ALCO also uses other financial models to project interest income under various rate scenarios and prepayment/extension assumptions consistent with First Mid Bank’s historical experience and with known industry trends. ALCO meets at least monthly to review the Company’s exposure to interest rate changes as indicated by the various techniques and to make necessary changes in the composition terms and/or rates of the assets and liabilities.
Capital Resources
At June 30, 2022, the Company’s stockholders' equity decreased $7.6 million or 1.2%, to $626.3 million from $633.9 million as of December 31, 2021. During the first six months of 2022, net income contributed $34.4 million to equity before the payment of dividends to stockholders. The change in market value of available-for-sale investment securities decreased stockholders' equity by $127.4 million, net of tax. Dividends of $8.5 million were paid during the first six months of 2022. The acquisition of Delta also increased stockholders’ equity $92.1 million.
The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Bank holding companies follow minimum regulatory requirements established by the Board of Governors of the Federal Reserve System (“Federal Reserve System”), First Mid Bank follows similar minimum regulatory requirements established for banks by the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation, as applicable. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary action by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Quantitative measures established by regulatory capital standards to ensure capital adequacy require the Company and its subsidiary bank to maintain minimum capital amounts and ratios (set forth in the table below). Management believes that, as of June 30, 2022 and December 31, 2021, the Company and First Mid Bank met all capital adequacy requirements.
As permitted by the interim final rule issued on March 27, 2020 by the federal banking regulatory agencies, the Company elected the option to delay the estimated impact on regulatory capital of adopting ASU 2016-13, which was effective January 1, 2020. The initial impact of adoption of ASU 2016-13, as well as 25% of the quarterly increases in allowance for credit losses subsequent to adoption of ASU 2016-13 was delayed for two years. After two years, the cumulative amount of these adjustments is being phased out of the regulatory capital calculation over a three-year period, with 75% of the adjustments included in 2022, 50% of the adjustments included in 2023 and 25% of the adjustments included in 2024. After five years, the temporary delay of ASU 2016-13 adoption will be fully reversed.
65
To be categorized as well-capitalized, total risk-based capital, Tier 1 risk-based capital, common equity Tier 1 risk-based capital and Tier 1 leverage ratios must be maintained as set forth in the following table (dollars in thousands):
|
|
|
Actual |
|
|
Required Minimum For Capital Adequacy Purposes |
|
To Be Well-Capitalized Under Prompt Corrective Action Provisions |
|||||||||||||
|
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
Amount |
|
|
Ratio |
||||
|
June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
$ |
769,021 |
|
|
|
15.05 |
% |
|
$ |
536,701 |
|
|
> 10.50% |
|
N/A |
|
|
N/A |
|
|
First Mid Bank |
|
|
720,042 |
|
|
|
14.12 |
% |
|
|
535,553 |
|
|
> 10.50% |
|
$ |
510,050 |
|
|
> 10.00% |
|
Tier 1 capital (to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
621,750 |
|
|
|
12.16 |
% |
|
|
434,472 |
|
|
> 8.50% |
|
N/A |
|
|
N/A |
|
|
First Mid Bank |
|
|
667,247 |
|
|
|
13.08 |
% |
|
|
433,543 |
|
|
> 8.50% |
|
|
408,040 |
|
|
> 8.00% |
|
Common equity tier 1 capital (to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
602,471 |
|
|
|
11.79 |
% |
|
|
357,800 |
|
|
> 7.00% |
|
N/A |
|
|
N/A |
|
|
First Mid Bank |
|
|
667,247 |
|
|
|
13.08 |
% |
|
|
357,035 |
|
|
> 7.00% |
|
|
331,533 |
|
|
> 6.50% |
|
Tier 1 capital (to average assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
621,750 |
|
|
|
12.16 |
% |
|
|
256,475 |
|
|
> 4.00% |
|
N/A |
|
|
N/A |
|
|
First Mid Bank |
|
|
667,247 |
|
|
|
13.08 |
% |
|
|
255,586 |
|
|
> 4.00% |
|
|
319,482 |
|
|
> 5.00% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
$ |
674,310 |
|
|
|
15.79 |
% |
|
$ |
448,344 |
|
|
> 10.50% |
|
N/A |
|
|
N/A |
|
|
First Mid Bank |
|
|
624,150 |
|
|
|
14.67 |
% |
|
|
446,711 |
|
|
> 10.50% |
|
$ |
425,439 |
|
|
> 10.00% |
|
Tier 1 capital (to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
534,277 |
|
|
|
12.51 |
% |
|
|
362,945 |
|
|
> 8.50% |
|
N/A |
|
|
N/A |
|
|
First Mid Bank |
|
|
578,517 |
|
|
|
13.60 |
% |
|
|
361,623 |
|
|
> 8.50% |
|
|
340,351 |
|
|
> 8.00% |
|
Common equity tier 1 capital (to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
515,082 |
|
|
|
12.06 |
% |
|
|
298,896 |
|
|
> 7.00% |
|
N/A |
|
|
N/A |
|
|
First Mid Bank |
|
|
578,517 |
|
|
|
13.60 |
% |
|
|
297,807 |
|
|
> 7.00% |
|
|
376,535 |
|
|
> 6.50% |
|
Tier 1 capital (to average assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
534,277 |
|
|
|
9.05 |
% |
|
|
236,151 |
|
|
> 4.00% |
|
N/A |
|
|
N/A |
|
|
First Mid Bank |
|
|
578,517 |
|
|
|
9.83 |
% |
|
|
135,337 |
|
|
> 4.00% |
|
|
294,171 |
|
|
> 5.00% |
The Company's risk-weighted assets, capital, and capital ratios for June 30, 2022 are computed in accordance with Basel III capital rules which were effective January 1, 2015. See heading "Basel III" in the Overview section of this report for a more detailed description of the Basel III rules. As of June 30, 2022, the Company and First Mid Bank had capital ratios above the required minimums for regulatory capital adequacy, and First Mid Bank had capital ratios that qualified it for treatment as well-capitalized under the regulatory framework for prompt corrective action with respect to banks.
66
Stock Plans
Participants may purchase Company stock under the following four plans of the Company: The Deferred Compensation Plan, the First Retirement and Savings Plan, the Dividend Reinvestment Plan, and the Stock Incentive Plan. For more detailed information on these plans, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
At the Annual Meeting of Stockholders held April 26, 2017, the stockholders approved the 2017 Stock Incentive Plan ("SI Plan"). The SI Plan was implemented to succeed the Company’s 2007 Stock Incentive Plan, which had a ten-year term. The SI Plan is intended to provide a means whereby directors, employees, consultants and advisors of the Company and its Subsidiaries may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company and its Subsidiaries, thereby advancing the interests of the Company and its stockholders. Accordingly, directors and selected employees, consultants and advisors may be provided the opportunity to acquire shares of Common Stock of the Company on the terms and conditions established in the SI Plan.
Following the stockholders’ approval at the 2021 annual meeting of the Company, a maximum of 399,983 shares of common stock may be issued under the SI Plan. The Company awarded 61,400 and 27,750 restricted stock awards during 2022 and 2021, respectively and 37,150 and 35,400 as stock unit awards during 2022 and 2021, respectively.
Employee Stock Purchase Plan
At the Annual Meeting of Stockholders held April 25, 2018, the stockholders approved the First Mid-Illinois Bancshares, Inc. Employee Stock Purchase Plan (“ESPP”). The ESPP is intended to promote the interests of the Company by providing eligible employees with the opportunity to purchase shares of common stock of the Company at a 15% discount through payroll deductions. The ESPP is also intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. A maximum of 600,000 shares of common stock may be issued under the ESPP. As of June 30, 2022, 40,010 shares have been issued pursuant to the ESPP. During the six months ended June 30, 2022 and 2021, 8,326 shares and 3,142 shares, respectively, were issued pursuant to the ESPP.
Stock Repurchase Program
Since August 5, 1998, the Board of Directors has approved repurchase programs pursuant to which the Company may repurchase a total of approximately $76.7 million of the Company’s common stock. During 2022, the Company repurchased 262 shares. All of these shares were a result of shares withheld for taxes on vested employee stock incentives. The Company has approximately $4.4 million in remaining capacity under its existing repurchase program.
Although the Company adopted the repurchase plan, the Company may make discretionary repurchases in the open market or in privately negotiated transactions from time to time. The timing, manner, price and amount of any such repurchases will be determined by the Company at its discretion and will depend upon a variety of factors including economic and market conditions, price, applicable legal requirements and other factors.
Liquidity
Liquidity represents the ability of the Company and its subsidiaries to meet all present and future financial obligations arising in the daily operations of the business. Financial obligations consist of the need for funds to meet extensions of credit, deposit withdrawals and debt servicing. The Company’s liquidity management focuses on the ability to obtain funds economically through assets that may be converted into cash at minimal costs or through other sources. The Company’s other sources of cash include overnight federal fund lines, Federal Home Loan Bank advances, deposits of the State of Illinois, the ability to borrow at the Federal Reserve Bank of Chicago, and the Company’s operating line of credit with The Northern Trust Company.
Details of the Company's liquidity sources include:
|
• |
First Mid Bank has $100 million available in overnight federal fund lines, including $30 million from First Horizon Bank, N.A., $20 million from U.S. Bank, N.A., $10 million from Wells Fargo Bank, N.A., $15 million from The Northern Trust Company and $25 million from Zions Bank. As of June 30, 2022, First Mid had purchased $10 million of federal funds from The Northern Trust Company. Availability of the funds is subject to First Mid Bank meeting minimum regulatory capital requirements for total capital to risk-weighted assets and Tier 1 capital to total average assets. As of June 30, 2022, First Mid Bank met these regulatory requirements. |
|
• |
First Mid Bank can borrow from the Federal Home Loan Bank as a source of liquidity. Availability of the funds is subject to the pledging of collateral to the Federal Home Loan Bank. Collateral that can be pledged includes one-to-four family residential real estate loans and securities. At June 30, 2022, the excess collateral at the FHLB would support approximately $526 million of additional advances for First Mid Bank. |
67
|
• |
First Mid Bank is a member of the Federal Reserve System and can borrow funds provided that sufficient collateral is pledged. |
|
• |
In addition, as of June 30, 2022, the Company had a revolving credit agreement in the amount of $15 million with The Northern Trust Company with an outstanding balance of $0 million and $15 million in available funds. This loan was renewed on April 8, 2022 for one year as a revolving credit agreement. The interest rate is floating at 2.25% over the federal funds rate. The loan is secured by the stock of First Mid Bank, including requirements for operating and capital ratios. The Company and its subsidiary bank were in compliance with the existing covenants at June 30, 2022 and 2021 and December 31, 2021. |
Management continues to monitor its expected liquidity requirements carefully, focusing primarily on cash flows from:
|
• |
lending activities, including loan commitments, letters of credit and mortgage prepayment assumptions; |
|
• |
deposit activities, including seasonal demand of private and public funds; |
|
• |
investing activities, including prepayments of mortgage-backed securities and call provisions on U.S. Treasury and government agency securities; and |
|
• |
operating activities, including scheduled debt repayments and dividends to stockholders. |
The following table summarizes significant contractual obligations and other commitments at June 30, 2022 (in thousands):
|
|
|
|
|
|
|
Less than |
|
|
|
|
|
|
|
|
|
|
More than |
|
||
|
|
|
Total |
|
|
1 year |
|
|
1-3 years |
|
|
3-5 years |
|
|
5 years |
|
|||||
|
Time deposits |
|
$ |
652,622 |
|
|
$ |
450,746 |
|
|
$ |
161,045 |
|
|
$ |
40,745 |
|
|
$ |
86 |
|
|
Debt |
|
|
113,755 |
|
|
|
— |
|
|
|
— |
|
|
|
3,880 |
|
|
|
109,875 |
|
|
Other borrowing |
|
|
551,220 |
|
|
|
495,026 |
|
|
|
30,038 |
|
|
|
6,156 |
|
|
|
20,000 |
|
|
Operating leases |
|
|
17,905 |
|
|
|
2,752 |
|
|
|
4,575 |
|
|
|
3,548 |
|
|
|
7,030 |
|
|
Supplemental retirement |
|
|
1,746 |
|
|
|
50 |
|
|
|
100 |
|
|
|
150 |
|
|
|
1,446 |
|
|
|
|
$ |
1,337,248 |
|
|
$ |
948,574 |
|
|
$ |
195,758 |
|
|
$ |
54,479 |
|
|
$ |
138,437 |
|
For the six months ended June 30, 2022, net cash of $20.1 million was provided by operating activities, $93.8 million was used in investing activities, and $42.6 million was provided by financing activities. In total, cash and cash equivalents decreased by $31.1 million since year-end 2021.
Off-Balance Sheet Arrangements
First Mid Bank enters into financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include lines of credit, letters of credit and other commitments to extend credit. Each of these instruments involves, to varying degrees, elements of credit, interest rate and liquidity risk in excess of the amounts recognized in the consolidated balance sheets. The Company uses the same credit policies and requires similar collateral in approving lines of credit and commitments and issuing letters of credit as it does in making loans. The exposure to credit losses on financial instruments is represented by the contractual amount of these instruments. However, the Company does not anticipate any losses from these instruments. The off-balance sheet financial instruments whose contract amounts represent credit risk at June 30, 2022 and December 31, 2021 were as follows (in thousands):
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
Unused commitments and lines of credit: |
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
$ |
130,048 |
|
|
$ |
118,190 |
|
|
Commercial operating |
|
|
651,247 |
|
|
|
529,035 |
|
|
Home equity |
|
|
61,738 |
|
|
|
59,422 |
|
|
Other |
|
|
296,757 |
|
|
|
293,339 |
|
|
Total |
|
$ |
1,139,790 |
|
|
$ |
999,986 |
|
|
Standby letters of credit |
|
$ |
17,774 |
|
|
$ |
14,403 |
|
Commitments to originate credit represent approved commercial, residential real estate and home equity loans that generally are expected to be funded within ninety days. Lines of credit are agreements by which the Company agrees to provide a borrowing accommodation up to a stated amount as long as there is no violation of any condition established in the loan agreement. Both commitments to originate credit and lines of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the lines and some commitments are expected to expire without being drawn upon, the total amounts do not necessarily represent future cash requirements.
68
Standby letters of credit are conditional commitments issued by the Company to guarantee the financial performance of customers to third parties. Standby letters of credit are primarily issued to facilitate trade or support borrowing arrangements and generally expire in one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending credit facilities to customers. The maximum amount of credit that would be extended under letters of credit is equal to the total off-balance sheet contract amount of such instrument. The Company's deferred revenue under standby letters of credit was nominal.
The Company is also subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition of ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations and cash flows of the Company.
69
|
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
There has been no material change in the market risk faced by the Company since December 31, 2021. For information regarding the Company’s market risk, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
|
ITEM 4. |
CONTROLS AND PROCEDURES |
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective. Further, there have been no changes in the Company’s internal control over financial reporting during the last fiscal quarter that have materially affected or that are reasonably likely to affect materially the Company’s internal control over financial reporting.
70
PART II
|
ITEM 1. |
LEGAL PROCEEDINGS |
From time to time the Company and its subsidiaries may be involved in litigation that the Company believes is a type common to our industry. None of any such existing claims are believed to be individually material at this time to the Company, although the outcome of any such existing claims cannot be predicted with certainty.
ITEM 1A. RISK FACTORS
Various risks and uncertainties, some of which are difficult to predict and beyond the Company’s control, could negatively impact the Company. As a financial institution, the Company is exposed to interest rate risk, liquidity risk, credit risk, operational risk, risks from economic or market conditions, and general business risks among others. Adverse experience with these or other risks could have a material impact on the Company’s financial condition and results of operations, as well as the value of its common stock. See the risk factors and “Supervision and Regulation” described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
|
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
|
ISSUER PURCHASES OF EQUITY SECURITIES |
|
|||||||||||||||
|
Period |
|
(a) Total Number of Shares Purchased |
|
|
(b) Average Price Paid per Share |
|
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
|
(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs |
|
||||
|
April 1, 2022 - April 30, 2022 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
4,395,000 |
|
|
May 1, 2022 - May 31, 2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,395,000 |
|
|
June 1, 2022 - June 30, 2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,395,000 |
|
|
Total |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
4,395,000 |
|
See heading “Stock Repurchase Program” for more information regarding stock purchases.
|
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES |
None.
|
ITEM 4. |
MINE SAFETY DISCLOSURES |
Not applicable.
|
ITEM 5. |
OTHER INFORMATION |
None.
71
|
ITEM 6. |
EXHIBITS |
The exhibits required by Item 601 of Regulation S-K and filed herewith are listed in the Exhibit Index that precedes the Signature Page and the exhibits filed.
|
Exhibit Number |
|
Exhibit Index to Quarterly Report on Form 10-Q Description and Filing or Incorporation Reference |
|
|
|
|
|
10.1 |
|
|
|
|
|
|
|
10.2 |
|
|
|
|
|
|
|
31.1 |
|
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
31.2 |
|
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
32.1 |
|
|
|
|
|
|
|
32.2 |
|
|
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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104 |
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The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (formatted as Inline XBRL and contained in Exhibits 101)
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*Exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of any omitted exhibit will be furnished to the SEC upon request.
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72
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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FIRST MID BANCSHARES, INC. |
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(Registrant) |
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Date: August 8, 2022 |
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/s/ Joseph R. Dively
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Joseph R. Dively |
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President and Chief Executive Officer |
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/s/ Matthew K. Smith
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Matthew K. Smith |
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Chief Financial Officer |
73