UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 001-37624
EQUITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Kansas
72-1532188
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
7701 East Kellogg Drive, Suite 300
Wichita, KS
67207
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: 316.612.6000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Class A, Common Stock, par value $0.01 per share
Trading Symbol
EQBK
Name of each exchange on which registered
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐ No
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
Smaller reporting company
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). ☐ Yes ☒ No
As of July 31, 2024, the registrant had 15,263,099 shares of Class A common stock, $0.01 par value per share, outstanding.
TABLE OF CONTENTS
Part I
Financial Information
5
Item 1.
Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Income
6
Consolidated Statements of Comprehensive Income
7
Consolidated Statements of Stockholders’ Equity
8
Consolidated Statements of Cash Flows
10
Condensed Notes to Interim Consolidated Financial Statements
12
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
56
Overview
57
Critical Accounting Policies
58
Results of Operations
59
Financial Condition
68
Liquidity and Capital Resources
76
Non-GAAP Financial Measures
78
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
81
Item 4.
Controls and Procedures
83
Part II
Other Information
84
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Item 6.
Exhibits
85
Important Notice about Information in this Quarterly Report
Unless we state otherwise or the context otherwise requires, references in this Quarterly Report to “we,” “our,” “us,” “the Company” and “Equity” refer to Equity Bancshares, Inc. and its consolidated subsidiaries, including Equity Bank, which we sometimes refer to as “Equity Bank,” “the Bank” or “our Bank.”
The information contained in this Quarterly Report is accurate only as of the date of this Quarterly Report on Form 10-Q and as of the dates specified herein.
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Item 1A - Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 7, 2024, and in Item 1A – Risk Factors of this Quarterly Report.
There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:
3
The foregoing factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included in this Quarterly Report. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or verbal forward-looking statements that we or persons acting on our behalf may issue.
4
PART I
Item 1: Financial Statements
CONSOLIDATED BALANCE SHEETS
June 30, 2024, and December 31, 2023
(Dollar amounts in thousands)
See accompanying condensed notes to interim consolidated financial statements.
(Unaudited)June 30,
December 31,
2024
2023
ASSETS
Cash and due from banks
$
244,321
363,289
Federal funds sold
15,945
15,810
Cash and cash equivalents
260,266
379,099
Available-for-sale securities
1,042,176
919,648
Held-to-maturity securities, fair value of $5,267 and $2,250
5,226
2,209
Loans held for sale
1,959
476
Loans, net of allowance for credit losses of $43,487 and $43,520
3,410,920
3,289,381
Other real estate owned, net
2,989
1,833
Premises and equipment, net
114,264
112,632
Bank-owned life insurance
130,326
124,865
Federal Reserve Bank and Federal Home Loan Bank stock
33,171
20,608
Interest receivable
27,381
25,497
Goodwill
53,101
Core deposit intangibles, net
16,636
7,222
Other
147,102
98,021
Total assets
5,245,517
5,034,592
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Demand
984,872
898,129
Total non-interest-bearing deposits
Demand, savings and money market
2,560,091
2,483,807
Time
796,474
763,519
Total interest-bearing deposits
3,356,565
3,247,326
Total deposits
4,341,437
4,145,455
Federal funds purchased and retail repurchase agreements
38,031
43,582
Federal Home Loan Bank advances
250,306
100,000
Federal Reserve Bank borrowings
—
140,000
Subordinated debt
97,196
96,921
Contractual obligations
23,770
19,315
Interest payable and other liabilities
33,342
36,459
Total liabilities
4,784,082
4,581,732
Commitments and contingent liabilities, see Notes 11 and 12
Stockholders’ equity, see Note 7
Common stock
208
207
Additional paid-in capital
491,709
489,187
Retained earnings
163,068
141,006
Accumulated other comprehensive income (loss)
(62,005
)
(57,920
Treasury stock
(131,545
(119,620
Total stockholders’ equity
461,435
452,860
Total liabilities and stockholders’ equity
CONSOLIDATED STATEMENTS OF INCOME
For the Three and Six Months ended June 30, 2024, and 2023
(Dollar amounts in thousands, except per share data)
(Unaudited)Three Months EndedJune 30,
(Unaudited)Six Months EndedJune 30,
Interest and dividend income
Loans, including fees
61,518
52,748
120,347
101,129
Securities, taxable
10,176
5,813
20,053
11,760
Securities, nontaxable
401
568
792
1,237
Federal funds sold and other
3,037
2,127
5,707
3,253
Total interest and dividend income
75,132
61,256
146,899
117,379
Interest expense
22,662
17,204
45,517
31,025
306
192
632
387
3,789
953
4,933
1,971
1,528
1,361
1,663
1,899
1,950
3,798
3,794
Total interest expense
28,656
21,827
56,241
38,840
Net interest income
46,476
39,429
90,658
78,539
Provision (reversal) for credit losses
265
298
1,265
(68
Net interest income after provision (reversal) for credit losses
46,211
39,131
89,393
78,607
Non-interest income
Service charges and fees
2,541
2,653
5,110
5,198
Debit card income
2,621
5,068
5,207
Mortgage banking
245
213
433
301
Increase in value of bank-owned life insurance
911
757
1,739
2,340
Net gain on acquisition and branch sales
60
1,300
Net gain (loss) from securities transactions
(27
(1,322
16
(1,290
2,607
1,996
7,023
Total non-interest income
8,958
6,950
20,689
15,550
Non-interest expense
Salaries and employee benefits
17,827
15,237
35,924
31,929
Net occupancy and equipment
3,787
2,940
7,322
5,819
Data processing
5,036
4,493
9,864
8,409
Professional fees
1,778
1,645
3,170
3,029
Advertising and business development
1,291
1,249
2,529
2,408
Telecommunications
572
516
1,227
1,001
FDIC insurance
590
515
1,161
875
Courier and postage
620
463
1,226
921
Free nationwide ATM cost
531
524
1,025
1,049
Amortization of core deposit intangibles
1,218
918
2,117
1,836
Loan expense
195
136
304
253
Other real estate owned
17
71
(67
190
Merger expenses
2,287
3,843
3,122
4,423
6,378
8,640
Total non-interest expense
38,871
33,130
76,023
66,359
Income (loss) before income tax
16,298
12,951
34,059
27,798
Provision (benefit) for income taxes
4,582
1,495
8,275
4,019
Net income (loss) and net income (loss) allocable to common stockholders
11,716
11,456
25,784
23,779
Basic earnings (loss) per share
0.77
0.74
1.68
1.52
Diluted earnings (loss) per share
0.76
1.67
1.51
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income
Other comprehensive income (loss):
Unrealized holding gains (losses) arising during the period on available-for-sale securities
(1,153
(15,346
(7,333
672
Reclassification for net (gains) losses included in net income
1,330
252
Unrealized holding gains (losses) arising during the period on cash flow hedges
2,115
2,324
2,914
Total other comprehensive income (loss)
(963
(11,901
(4,757
4,916
Tax effect
(254
(1,630
Other comprehensive income (loss), net of tax
(1,217
(8,987
(4,085
3,286
Comprehensive income (loss)
10,499
2,469
21,699
27,065
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three Months ended June 30, 2024, and 2023
(Unaudited)
(Dollar amounts in thousands, except share and per share data)
Common Stock
Additional
AccumulatedOther
Total
SharesOutstanding
Amount
Paid-InCapital
RetainedEarnings
ComprehensiveIncome (Loss)
TreasuryStock
Stockholders’Equity
Balance at April 1, 2023
15,730,257
206
486,658
150,810
(101,238
(111,313
425,123
Other comprehensive income (loss), net of tax effects
Cash dividends - common stock, $0.10 per share
(1,541
Dividend equivalents - restricted stock units, $0.10 per share
(10
Stock-based compensation
Common stock issued under stock-based incentive plan
30,998
1
(1
Common stock issued under employee stock purchase plan
Treasury stock purchase
(349,116
(8,174
Balance at June 30, 2023
15,412,139
487,225
160,715
(110,225
(119,487
418,435
Balance at April 1, 2024
15,343,199
490,533
153,201
(60,788
(126,378
456,776
Cash dividends - common stock, $0.12 per share
(1,823
Dividend equivalents- restricted stock units and restricted stock awards, $0.12 per share
(26
913
Common stock issued upon exercise of stock options
9,000
263
8,745
Treasury stock purchases
(152,982
(5,167
Balance at June 30, 2024
15,207,962
For the Six Months ended June 30, 2024, and 2023
Balance at January 1, 2023
15,930,112
205
484,989
140,095
(113,511
(101,720
410,058
Cash dividends - common stock, $0.20 per share
(3,114
Dividend equivalents- restricted stock units, $0.20 per share
(45
1,780
133,685
(2
17,508
458
(669,166
(17,767
Balance at January 1, 2024
15,443,651
Cash dividends - common stock, $0.24 per share
(3,666
Dividend equivalents- restricted stock units and restricted stock awards, $0.24 per share
(56
1,863
10,250
292
99,750
16,884
368
(362,573
(11,925
9
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities
Adjustments to reconcile net income to net cash from operating activities:
Depreciation
2,634
2,194
Amortization of operating lease right-of-use asset
216
323
Amortization of cloud computing implementation costs
70
94
Net amortization (accretion) of purchase valuation adjustments
(1,182
(49
Amortization (accretion) of premiums and discounts on securities
(1,487
2,327
Amortization of intangible assets
2,189
1,908
Deferred income taxes
(1,462
426
Federal Home Loan Bank stock dividends
(493
(321
Loss (gain) on sales and valuation adjustments on other real estate owned
(126
13
Net loss (gain) on sales and settlements of securities
Change in unrealized (gains) losses on equity securities
(268
(40
Loss (gain) on disposal of premises and equipment
(220
(15
Loss (gain) on sales of foreclosed assets
18
Loss (gain) on sales of loans
385
Originations of loans held for sale
(18,480
(12,847
Proceeds from the sale of loans held for sale
20,289
10,960
Increase in the value of bank-owned life insurance
(1,739
(2,340
Change in fair value of derivatives recognized in earnings
(131
505
Gain on acquisition
(1,300
Payments on operating lease payable
(291
(441
Net change in:
457
(730
Other assets
5,052
8,442
(4,626
1,437
Net cash provided by operating activities
28,669
38,459
Cash flows (to) from investing activities
Purchases of available-for-sale securities
(125,834
(2,237
Purchases of held-to-maturity securities
(3,015
(275
Proceeds from sales, calls, pay-downs and maturities of available-for-sale securities
161,812
90,222
Proceeds from calls, pay-downs and maturities of held-to-maturity securities
11
Net change in loans
(2,279
(11,147
Purchase of USDA guaranteed loans
(6,907
(1,235
Purchase of premises and equipment
(2,858
(6,911
Proceeds from sale of premises and equipment
2,285
39
Proceeds from sale of foreclosed assets
239
Net redemptions (purchases) of Federal Home Loan Bank and Federal Reserve Bank stock
(12,070
887
Net redemptions (purchases) of correspondent and miscellaneous other stock
(492
(2,613
Proceeds from sale of other real estate owned
890
308
Purchase of bank owned life insurance
(60,000
Proceeds from surrender of bank owned life insurance policies
16,174
Proceeds from bank-owned life insurance death benefits
2,071
Purchase of Net Assets of Rockhold BanCorp, Net of cash acquired
60,914
Net cash (used in) provided by investing activities
28,870
69,253
Cash flows (to) from financing activities
Net increase (decrease) in deposits
(153,843
(10,932
Net change in federal funds purchased and retail repurchase agreements
(14,369
(1,708
Net borrowings (repayments) on Federal Home Loan Bank line of credit
150,306
(138,864
Proceeds from Federal Home Loan Bank term advances
600,000
766,091
Principal repayments on Federal Home Loan Bank term advances
(600,000
(666,091
Proceeds from Federal Reserve Bank borrowings
141,000
Principal payments on Federal Reserve Bank borrowings
(140,000
(1,000
Proceeds from the exercise of employee stock options
Proceeds from employee stock purchase plan
Purchase of treasury stock
(11,859
Net change in contractual obligations
(3,545
(2,010
Dividends paid on common stock
(3,722
(3,218
Net cash (used in) provided by financing activities
(176,372
65,959
Net change in cash and cash equivalents
(118,833
173,671
Cash and cash equivalents, beginning of period
104,428
Ending cash and cash equivalents
278,099
Supplemental cash flow information:
Interest paid
59,449
33,219
Income taxes paid, net of refunds
3,236
3,061
Supplemental noncash disclosures:
Other real estate owned acquired in settlement of loans
1,923
408
Other repossessed assets acquired in settlement of loans
338
169
Purchase of investments in tax credit structures and resulting contractual obligations
8,000
16,400
Redemption of BOLI and other related noncash items
40,104
Total fair value of assets acquired in purchase of Rockhold BanCorp, net of cash
301,018
Total fair value of liabilities assumed in purchase of Rockhold BanCorp
360,632
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The interim consolidated financial statements include the accounts of Equity Bancshares, Inc., its wholly-owned subsidiaries, Equity Bank (“Equity Bank”), EBAC, LLC (“EBAC”) and Equity Risk Management, Inc. ("ERMI"). ERMI provides property and casualty insurance coverage to Equity Bancshares and Equity Bank and reinsurance to other third party insurance captives for which insurance may not be currently available or economically feasible in today's insurance marketplace. The wholly-owned subsidiaries of Equity Bank are comprised of SA Holdings, Inc. ("SA Holdings"), SA Property LLC ("SA Property"), and EQBK Investments, LLC. ("EQBK Investments"). SA Holdings and SA Property were established for the purpose of holding and selling other real estate owned. EQBK Investments was established for the purpose to hold Equity Bank's investment in a real estate investment trust. These entities are collectively referred to as the “Company”. All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and in accordance with guidance provided by the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial information. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. In the opinion of management, the interim statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows of the Company on a consolidated basis and all such adjustments are of a normal recurring nature. These financial statements and the accompanying notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2024. Operating results for the six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, or any other period.
Reclassifications
Some items in prior financial statements were reclassified to conform to the current presentation. Management determined the items reclassified are immaterial to the consolidated financial statements taken as a whole and did not result in a change in equity or net income for the periods reported.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 provide for new disclosures which: (1) require that a public entity disclose on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss; (2) require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition; (3) require that a public entity provide all annual disclosures about a reportable segment's profit or loss and assets currently required by Topic 280 in interim periods; (4) allows more than one measure of segment profit or loss used by the CODM when assessing segment performance and deciding how to allocate resources to be disclosed; (5) require disclosure of title and position of CODM and explain how the CODM uses the disclosed reported measures to assess segment performance; and (6) require that a public entity that has a single reportable segment provide all the disclosures required by the amended Topic 280. The amendments in this update are effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments in this update are required to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories and the amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company adopted this accounting standard effective January 1, 2024, and the Company's financial condition, results of operations and cash flows were not impacted by this guidance. The Company has provided the required disclosures for its single reportable segment.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 require public business entities on an annual basis to disclose: (1) specific categories in the rate reconciliation; (2) provide additional information for reconciling items that meet a quantitative threshold of five percent of pretax income multiplied by the statutory rate; (3) provide a qualitative description of the state and local jurisdictions that make up a majority of the state and local income tax category; (4) requires the entity to provide an explanation of the nature, effect and underlying causes of the reconciling items disclosed and the judgment used in categorizing the reconciling items; (5) requires that all entities disclose on an annual basis income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes, and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than five percent of total income taxes paid (net of refunds); (6) requires disclosure of income from continuing operations before income tax expense to be disaggregated between domestic and foreign, and income tax expense disaggregated by federal, state and foreign; and (7) removes the disclosures of estimating the range of reasonably possible change in unrecognized tax benefits balance in the next 12 months and removes the requirement to disclose the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures. The amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis; however, retrospective application is permitted. The Company's financial condition, results of operations and cash flows will not be impacted by this guidance; however, this guidance will impact the Company's financial statement disclosures.
NOTE 2 – INVESTMENTS
The amortized cost and fair value of available-for-sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) are listed below.
AmortizedCost
GrossUnrealizedGains
GrossUnrealizedLosses
Allowancefor CreditLosses
FairValue
U.S. Government-sponsored entities
81,808
(6,676
U.S. Treasury securities
95,779
(741
95,039
Mortgage-backed securities
Government-sponsored residential mortgage-backed securities
642,210
758
(39,121
603,847
Private label residential mortgage-backed securities
152,161
(23,096
129,065
Corporate
61,274
45
(5,224
56,095
Small Business Administration loan pools
7,203
(330
6,873
State and political subdivisions
86,371
25
(10,271
76,125
1,126,806
829
(85,459
December 31, 2023
39,103
(6,016
33,087
89,999
28
(771
89,256
560,674
3,872
(35,403
529,143
161,174
(23,333
137,841
56,722
(7,039
49,683
8,066
(339
7,727
81,458
74
(8,621
72,911
997,196
3,974
(81,522
The amortized cost and fair value of held-to-maturity securities and the related gross unrecognized gains and losses are listed in the following tables.
GrossUnrecognizedGains
GrossUnrecognizedLosses
Held-to-maturity securities
4,112
36
(25
4,123
1,114
30
1,144
66
5,267
1,094
1,097
1,115
38
1,153
41
2,250
The fair value and amortized cost of debt securities at June 30, 2024, by contractual maturity, is shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.
Available-for-Sale
Held-to-Maturity
Within one year
99,620
98,934
One to five years
61,425
60,672
Five to ten years
130,282
115,146
After ten years
41,108
34,512
794,371
732,912
Total debt securities
The following table shows the carrying value and fair value of securities pledged as collateral to secure public fund deposits, borrowings from the Federal Home Loan Bank and Federal Reserve Bank and retail repurchase obligations at June 30, 2024, and December 31, 2023.
Book Value
Fair Value
Public fund deposits
728,979
691,028
509,010
488,270
Federal Home Loan Bank pledging
109,856
93,337
84,421
72,293
12,119
11,763
158,382
141,125
Retail repurchase agreements
44,032
40,204
51,548
47,282
Total securities pledged
894,986
836,332
803,361
748,970
14
The following tables show gross unrealized losses or unrecognized losses and fair value, aggregated by investment category, and length of time that individual securities have been in a continuous unrealized loss position or unrecognized loss position at June 30, 2024, and December 31, 2023.
Less Than 12 Months
12 Months or More
UnrealizedLoss
42,820
(292
32,312
(6,384
65,470
(229
19,591
(512
85,061
207,375
(1,436
287,668
(37,685
495,043
4,646
(54
46,743
(5,170
51,389
4,462
2,411
(328
13,592
(866
60,012
(9,405
73,604
338,365
(2,879
577,802
(82,580
916,167
19,413
7,799
(5
306,858
(35,398
314,657
5,097
(14
2,630
(325
11,386
(768
57,326
(7,853
68,712
24,282
(787
606,838
(80,735
631,120
UnrecognizedLoss
Residential mortgage-backed (issued by government-sponsored entities)
1,061
The tables above present unrealized losses on available-for-sale securities and unrecognized losses on held-to-maturity securities since the date of purchase, independent of the impact associated with changes in cost basis upon transfer from the available-for-sale designation to the held-to-maturity designation. As of June 30, 2024, the Company held 548 available-for-sale in an unrealized loss position and one held-to-maturity security in an unrecognized loss position.
Unrealized losses on available-for-sale securities and unrecognized losses on held-to-maturity securities have not been recognized into income because the security issuers are of high credit quality, management does not intend to sell and it is more likely than not that the Company will not be required to sell the securities prior to their anticipated recovery. The decline in fair value is largely due to changes in interest rates and the fair value is expected to recover as the securities approach maturity.
15
The Company's available-for-sale and held-to-maturity investments that carry some form of credit risk are the investments in private label residential mortgage-backed securities, corporate securities and state and political subdivisions securities.
All private label residential mortgage-backed securities held by the Company are senior in the capital structure, carry substantial credit enhancement and are 20% risk weighted by the Simplified Supervisory Formula Approach ("SSFA"). At June 30, 2024, the Company does not anticipate any credit losses in the private label residential mortgage-backed securities portfolio.
The Company's corporate debt exposure consists of 16 separate positions in U.S. financial institutions, all of which the Company has determined to be investment grade. Substantially all of the positions are subordinated debt issued by bank holding companies. The Company periodically reviews financial data of the issuers to ensure their continued investment grade status. At June 30, 2024, the Company does not anticipate any credit losses in the corporate debt securities portfolio.
The Company's portfolio of state and political subdivisions securities is comprised of 167 positions of which 87% of the positions are rated "A" or better by a Nationally Recognized Statistical Ratings Organization ("NRSRO"), and 63% of the overall portfolio is made up of general obligation bonds. The Company periodically reviews financial data of the entities and regularly monitors credit ratings changes of the entities. At June 30, 2024, the Company does not anticipate any credit losses in the state and political subdivisions securities portfolio.
The proceeds from sales and the associated gains and losses on available-for-sale securities reclassified from other comprehensive income to income are listed below.
Three Months EndedJune 30,
Six Months EndedJune 30,
Proceeds
49,258
726
Gross gain
Gross losses
255
Income tax expense/(benefit)
(62
The Company also invests in several other investments, including investments in stocks and partnerships, which are included in other assets. The following table shows the various investment balances and method of accounting at June 30, 2024, and December 31, 2023.
Investments in stocks
Accounted for at fair value through net income
648
674
Accounted for at amortized cost assessed for impairment
1,981
1,397
Total investments in stocks
2,629
Investments in partnerships
Accounted for under the equity method
2,500
2,345
Accounted for under the hypothetical liquidation book value
2,203
2,403
Accounted for under proportional amortization
27,153
24,296
Total investments in partnerships
31,856
29,044
Total other investments
34,485
31,115
The following table discloses the financial statement impact of tax credit investments for the three month period ended June 30, 2024, and 2023.
Income Tax Credits Recognized During Period (a)
Other Income Tax Benefits (a)
Total Tax Benefits
Investment Amortization Included in Income Tax Expense
Investments and tax credit structures:
Included in proportional amortization
(4,332
(526
(4,858
4,219
Not included in proportional amortization
72
June 30, 2023
(5,469
(829
(6,298
5,575
(870
(223
(1,093
(a) Reported in income tax expense on statements of income and reported in net change in other assets on statements of cash flows.
The following table discloses the financial statement impact of tax credit investments for the six month period ended June 30, 2024, and 2023.
(5,158
(751
(5,909
5,143
95
(5,951
(973
(6,924
6,161
(1,672
(455
(2,127
Contingent contributions for investment tax credit structures not subject to proportional amortization were zero and $3.0 million for the six month period ended June 30, 2024, and 2023.
NOTE 3 – LOANS AND ALLOWANCE FOR CREDIT LOSSES
Types of loans and normal collateral securing those loans are listed below.
Commercial real estate: Commercial real estate loans include all loans secured by non-farm, nonresidential properties and by multifamily residential properties, as well as 1-4 family investment-purpose real estate loans.
Commercial and industrial: Commercial and industrial loans include loans used to purchase fixed assets, provide working capital or meet other financing needs of the business. Loans are normally secured by the assets being purchased or already owned by the borrower, inventory or accounts receivable. These may include SBA and other guaranteed or partially guaranteed types of loans.
Residential real estate: Residential real estate loans include loans secured by primary or secondary personal residences.
Agricultural real estate: Agricultural real estate loans are loans typically secured by farmland.
Agricultural: Agricultural loans are primarily operating lines subject to annual farming revenues including productivity/yield of the agricultural commodities produced. These loans may be secured by growing crops, stored crops, livestock, equipment, and miscellaneous receivables.
Consumer: Consumer loans may include installment loans, unsecured and secured personal lines of credit, overdraft protection and letters of credit. These loans are generally secured by consumer assets but may be unsecured.
The following table lists categories of loans at June 30, 2024, and December 31, 2023.
Commercial real estate
1,793,544
1,759,855
Commercial and industrial
663,718
598,327
Residential real estate
572,523
556,328
Agricultural real estate
219,226
196,114
Agricultural
104,342
118,587
Consumer
101,054
103,690
Total loans
3,454,407
3,332,901
Allowance for credit losses
(43,487
(43,520
Net loans
From time to time, the Company has purchased pools of residential real estate loans originated by other financial institutions to hold for investment with the intent to diversify the residential real estate portfolio. During the three and six months ended June 30, 2024, and 2023, the Company did not purchase any pools of residential loans. As of June 30, 2024, and December 31, 2023, residential real estate loans include $287,972 and $299,448 of purchased residential real estate loans.
The Company occasionally purchases the government guaranteed portion of loans originated by other financial institutions to hold for investment. During the three and six months ended June 30, 2024, the Company purchased $2,727 and $6,907 in loans guaranteed by governmental agencies. During the three and six months ended June 30, 2023, the Company purchased $433 and $1,235 in loans guaranteed by governmental agencies.
The unamortized purchase accounting discounts related to non-purchase credit deteriorated loans included in the loan totals above are $4,644 with related loans of $281,273 at June 30, 2024, and $2,424 with related loans of $209,662 at December 31, 2023.
Overdraft deposit accounts are reclassified and included in consumer loans above. These accounts totaled $425 at June 30, 2024, and $387 at December 31, 2023.
The following tables present the activity in the allowance for credit losses by class for the three month periods ended June 30, 2024, and 2023.
CommercialReal Estate
Commercialand Industrial
ResidentialRealEstate
AgriculturalRealEstate
Allowance for credit losses:
Beginning balance
13,582
17,651
8,319
1,688
1,612
1,597
44,449
Provision for credit losses
888
(87
(256
566
(1,090
244
Initial PCD on Acquired loans
Loans charged-off
(1,211
(6
(159
(1,380
Recoveries
24
54
64
153
Total ending allowance balance
14,492
16,407
2,254
522
1,746
43,487
16,611
15,620
8,751
586
1,547
1,988
45,103
(20
167
114
(150
193
(9
(640
(52
(108
(259
(1,068
47
42
49
211
16,652
15,194
8,855
583
1,289
44,544
The following tables present the activity in the allowance for credit losses by class for the six month periods ended June 30, 2024, and 2023.
13,476
17,954
7,784
1,718
995
1,593
43,520
1,004
112
535
(731
365
119
184
284
596
(19
(1,842
(33
(340
(2,262
31
196
19
16,731
14,951
8,608
819
2,457
2,281
45,847
(146
1,267
246
(239
(1,215
(1,075
(57
(456
(1,706
77
51
155
127
471
The following tables present the recorded investment in loans and the balance in the allowance for credit losses by portfolio and class based on the method to determine allowance for credit loss as of June 30, 2024, and December 31, 2023.
CommercialandIndustrial
Individually evaluated for credit losses
853
2,153
1,205
652
250
202
5,315
Collectively evaluated for credit losses
13,639
14,254
6,861
1,602
272
1,544
38,172
Loan Balance:
7,158
7,143
5,127
7,058
2,611
915
30,012
1,786,386
656,575
567,396
212,168
101,731
100,139
3,424,395
582
1,644
1,113
598
154
4,765
12,894
16,310
6,671
1,044
397
1,439
38,755
6,031
5,498
7,495
4,672
3,598
669
27,963
1,753,824
592,829
548,833
191,442
114,989
103,021
3,304,938
The following tables present information related to nonaccrual loans at June 30, 2024, and December 31, 2023.
UnpaidPrincipalBalance
RecordedInvestment
Allowance forCredit LossesAllocated
With no related allowance recorded:
3,927
3,363
2,928
3,511
3,108
545
37
Subtotal
10,966
7,016
With an allowance recorded:
3,788
3,536
770
10,461
6,436
1,817
5,249
4,772
4,678
3,322
619
1,042
69
877
798
197
26,095
19,536
4,633
37,061
26,552
3,948
3,376
2,925
21
1,342
948
2,303
23
10,562
4,324
2,297
455
8,452
5,041
1,335
7,605
7,251
1,086
4,753
3,266
660
2,946
2,470
481
689
603
150
26,742
20,702
4,167
37,304
25,026
20
The tables below present average recorded investment and interest income related to nonaccrual loans for the three and six months ended June 30, 2024, and 2023. Interest income recognized in the following table was substantially recognized on the cash basis. The recorded investment in loans excludes accrued interest receivable due to immateriality.
As of and for the three months ended
Average Recorded Investment
Interest Income Recognized
3,365
996
2,027
1,068
6,660
2,901
3,101
882
5,594
5,027
4,270
3,002
3,302
842
1,676
2,717
785
388
18,728
27
12,858
25,388
15,759
As of and for the six months ended
3,369
1,845
664
1,667
906
182
5,882
2,759
2,758
862
5,410
5,297
5,264
3,062
3,290
1,051
1,940
2,967
724
375
19,386
29
13,614
25,268
16,373
The following tables present the aging of the recorded investment in past due loans as of June 30, 2024, and December 31, 2023, by portfolio and class of loans.
30 - 59DaysPast Due
60 - 89DaysPast Due
GreaterThan90 DaysPastDue Still OnAccrual
Nonaccrual
Loans NotPast Due
2,789
1,386
6,899
1,782,396
1,225
987
655,070
1,426
565,656
1,716
721
6,430
210,359
1,024
296
1,217
101,805
537
212
99,507
8,717
4,271
3,414,793
2,397
198
189
5,447
1,751,624
1,853
2,713
588,649
1,444
676
546,957
949
4,214
190,951
559
65
115,474
443
118
102,526
7,645
3,770
279
3,296,181
Credit Quality Indicators
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, credit documentation, public information and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. Consumer loans are considered pass credits unless downgraded due to payment status or reviewed as part of a larger credit relationship. The Company uses the following definitions for risk ratings.
Pass: Loans classified as pass include all loans that do not fall under one of the three following categories.
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 Company’s credit position at some future date.
Substandard: Loans classified as substandard are inadequately protected by the current net worth 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, on the basis of currently existing facts, conditions and values, highly questionable and improbable.
22
Based on the analysis performed at June 30, 2024, the risk category of loans by type and year of origination is as follows.
2022
2021
2020
Prior
Revolving LoansAmortized Cost
Revolving LoansConverted to Term
Risk rating
Pass
92,952
217,209
357,362
216,129
170,417
235,221
491,548
896
1,781,734
Special mention
116
380
143
639
Substandard
2,191
3,800
235
4,342
483
11,171
Doubtful
Total commercial real estate
217,292
359,553
220,045
170,652
239,943
492,174
933
50,622
95,651
90,877
43,813
67,128
32,781
261,926
1,792
644,590
807
1,041
1,202
3,186
1,548
1,350
485
352
2,680
2,175
7,273
15,863
79
Total commercial and industrial
52,170
97,001
91,498
44,165
70,615
36,076
270,401
12,433
35,081
36,426
271,236
8,170
143,137
59,664
566,873
346
418
291
331
3,595
780
61
5,232
Total residential real estate
35,235
36,717
271,567
8,190
147,078
60,516
787
11,476
20,602
29,089
17,708
20,063
39,164
72,318
287
210,707
1,695
711
2,556
43
2,229
40
3,555
80
5,963
Total agricultural real estate
13,214
22,831
29,255
17,748
42,719
73,109
10,325
5,530
6,180
3,620
7,483
2,996
66,187
102,395
33
34
128
134
445
407
728
1,913
Total agricultural
10,359
5,658
6,315
4,065
7,890
3,066
66,915
31,145
22,235
18,835
7,862
3,619
3,237
13,318
100,251
92
326
266
803
Total consumer
22,327
19,161
8,128
3,683
3,291
13,319
208,953
396,308
538,769
560,368
276,880
456,536
964,961
3,775
3,406,550
1,800
2,128
6,833
1,625
4,036
3,443
5,234
3,406
13,758
9,345
98
40,945
212,273
400,344
542,499
565,718
281,093
472,173
976,434
3,873
Based on the analysis performed at December 31, 2023, the risk category of loans by type and year of origination is as follows.
2019
212,229
379,233
253,837
179,935
75,472
186,073
461,346
753
1,748,878
257
399
775
2,501
3,481
256
1,463
2,336
10,202
212,570
381,734
257,437
180,191
76,935
188,808
461,427
128,598
110,817
54,416
49,557
29,931
7,293
204,237
586,629
992
1,007
1,317
468
230
2,922
237
2,171
3,346
10,691
129,915
111,285
54,661
52,479
30,168
10,456
207,583
35,040
29,766
277,611
5,183
12,506
130,144
57,699
1,065
549,014
187
156
1,960
4,710
7,314
29,979
277,798
5,205
12,662
132,104
62,409
1,131
22,368
26,762
17,987
18,551
10,653
20,039
74,010
289
190,659
903
158
164
605
1,830
101
3,423
3,625
23,311
26,920
18,011
10,754
23,626
74,652
12,424
7,363
4,815
7,148
1,385
3,809
78,285
55
115,284
464
629
1,861
52
3,261
12,463
7,373
5,279
7,777
3,246
3,894
78,500
47,019
24,620
10,384
4,841
1,281
2,885
12,035
103,066
50
241
163
624
47,069
24,861
10,547
4,939
2,908
457,678
578,561
619,050
265,215
131,228
350,243
887,612
3,943
3,293,530
1,160
1,588
614
3,654
1,530
3,433
4,549
3,867
9,965
8,380
35,717
460,368
582,152
623,733
269,142
135,095
361,796
896,606
4,009
The following table discloses the charge-off and recovery activity by loan type and year of origination for the six month period ending June 30, 2024.
Gross charge-offs
(17
Gross recoveries
Net charge-offs
(186
(106
(390
(1,119
125
(61
(105
(348
(1,112
(1,646
(21
(13
(69
(42
(53
(73
67
(66
(32
(7
(222
(270
(164
(55
(484
(1,158
142
151
(58
(128
(140
(333
(1,144
(1,894
The following table discloses the charge-off and recovery activity by loan type and year of origination for the six month period ending June 30, 2023.
(1,039
(4
(1,024
(107
(71
(28
(39
(118
(31
(99
(34
(23
(329
(113
(188
(47
(50
(173
(1,074
102
(11
(151
(24
123
(1,066
26
Modifications to Debtors Experiencing Financial Difficulty
The following table presents the amortized cost basis of loans at June 30, 2024, and 2023, that were both experiencing financial difficulty and modified during the three months ended June 30, 2024, and 2023, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.
Payment Delay
Term Extension
Combination Rate Change and Term Extension
Combination Payment Delay and Term Extension
Total Modifications
Total Class of Financing Receivable
200
0.01
%
3,601
0.54
0.00
109
0.05
3,910
0.11
0.03
1,324
3,098
4,422
3,553
4,877
0.15
The following table presents the amortized cost basis of loans at June 30, 2024, and 2023, that were both experiencing financial difficulty and modified during the six months ended June 30, 2024, and 2023, by class and by type of modification.
Combination Rate Change, Payment Delay and Term Extension
354
0.21
591
4,301
0.12
1,566
9,079
10,645
1.82
400
171
571
0.28
122
475
597
0.57
0.02
1,966
10,180
12,293
0.37
At June 30, 2024, and 2023, there were $90 and $410 in commitments to lend additional amounts on these loans.
The Company considers loans modified to borrowers in financial distress as loans that do not share similar risk characteristics with collectively evaluated loans at modification date for the purposes of calculating the allowance for credit losses. These loans will be evaluated for credit losses based on either discounted cash flows or the fair value of collateral at modification date; however, subsequent to the modification date these loans will be evaluated for credit losses as part of the collectively evaluated pools after a period of ongoing performance under the terms of the modified loan.
The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of such loans that have been modified during the twelve months ended June 30, 2024, and 2023.
30 - 59 Days Past Due
60 - 89 Days Past Due
Greater Than 89 days Past Due
Total Past Due
The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the three months ended June 30, 2024, and 2023.
Principal Forgiveness
Weighted Average Interest Rate Reduction
Weighted Average Term Extension in Years
0.32
1.00
0.45
Weighted Average Term Extension
0.49
3.11
3.42
2.88
The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the six months ended June 30, 2024, and 2023.
0.23
0.85
0.64
1.36
0.58
(0.24
2.16
1.28
Allowance for Credit Losses on Off-Balance-Sheet Credit Exposures
The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk from a contractual obligation to extend credit, unless that obligation is unconditionally cancelable by the Company. The allowance for credit losses on off-balance-sheet credit exposures is adjusted as a provision for credit loss expense recognized within other non-interest expense on the consolidated statements of income and included in other liabilities on the consolidated balance sheets. The estimated credit loss includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The estimate of expected credit loss is based on the historical loss rate for the class of loan the commitments would be classified as if funded.
The following table lists allowance for credit losses on off-balance-sheet credit exposures as of June 30, 2024, and December 31, 2023.
Allowance forCredit Losses
322
285
1,071
1,053
35
247
Total allowance for credit losses
1,446
NOTE 4 – DERIVATIVE FINANCIAL INSTRUMENTS
The Company is exposed to interest-rate risk primarily from the effect of interest rate changes on its interest-earning assets and its sources of funding these assets. The Company will periodically enter into interest rate swaps or interest rate caps/floors to manage certain interest rate risk exposure.
Interest Rate Swaps Designated as Fair Value Hedges
The Company periodically enters into interest rate swaps to hedge the fair value of certain commercial real estate loans. These transactions are designated as fair value hedges. In this type of transaction, the Company typically receives from the counterparty a variable-rate cash flow based on the one-month LIBOR or one-month SOFR plus a spread to the index and pays a fixed-rate cash flow equal to the customer loan rate. At June 30, 2024, the portfolio of interest rate swaps had a weighted average maturity of 6.48 years, a weighted average pay rate of 4.60% and a weighted average rate received of 8.50%. At December 31, 2023, the portfolio of interest rate swaps had a weighted average maturity of 6.9 years, a weighted average pay rate of 4.60% and a weighted average rate received of 8.50%.
Interest Rate Swaps Designated as Cash Flow Hedges
The Company has entered into cash flow hedges to hedge future cash flows related to subordinated notes and Federal Home Loan Bank advance interest expense and prime rate adjustable rate loans interest income. These agreements are designated as cash flow hedges and are marked to market through other comprehensive income.
The following table lists the cash flow hedges at June 30, 2024, and December 31, 2023.
Weighted averageMaturity in years
Weighted average pay rate
Weighted average rate received
Subordinated note hedges
11.2
2.81
7.40
11.7
2.80
7.43
Variable rate FHLB advance hedges
1.7
3.59
5.33
2.2
3.58
5.35
Prime based receivable loan hedges
0.2
8.50
5.60
Total cash flow hedges
2.4
3.53
5.47
1.4
6.43
5.56
Stand-Alone Derivatives
The Company periodically enters into interest rate swaps with our borrowers and simultaneously enters into swaps with a counterparty with offsetting terms for the purpose of providing our borrowers long-term fixed rate loans, in addition to stand alone interest-rate swaps designed to offset the economic impact of fixed rate loans. Neither swap is designated as a hedge, and both are marked to market through earnings. At June 30, 2024, this portfolio of interest rate swaps had a weighted average maturity of 4.46 years, weighted average pay rate of 7.40% and a weighted average rate received of 7.58%. At December 31, 2023, this portfolio of interest rate swaps had a weighted average maturity of 4.63 years, weighted average pay rate of 8.31% and weighted average rate received of 8.46%.
Reconciliation of Derivative Fair Values and Gains/(Losses)
The notional amount of a derivative contract is a factor in determining periodic interest payments or cash flows received or paid. The notional amount of derivatives serves as a level of involvement in various types of derivatives. The notional amount does not represent the Company’s overall exposure to credit or market risk, generally, the exposure is significantly smaller.
The following table shows the notional balances and fair values (including net accrued interest) of the derivatives outstanding by derivative type at June 30, 2024, and December 31, 2023.
NotionalAmount
DerivativeAssets
DerivativeLiabilities
Derivatives designated as hedging instruments:
Interest rate swaps
18,247
1,632
15,461
1,580
Derivatives designated as cash flow hedges:
107,500
3,857
257,500
1,976
631
Total derivatives designated as hedging relationships
125,747
5,489
272,961
3,556
Derivatives not designated as hedging instruments:
200,361
4,182
3,786
180,911
3,446
3,025
Total derivatives not designated as hedging instruments
326,108
9,671
453,872
7,002
3,656
Cash collateral
9,041
5,952
Netting adjustments
(8,852
(6,406
Net amount presented in Balance Sheet
3,975
3,202
The table below lists designated and qualifying hedged items in fair value hedges at June 30, 2024, and December 31, 2023.
Carrying Amount
Hedging Fair Value Adjustment
Fair Value Adjustments on Discontinued Hedges
Commercial real estate loans
15,095
(1,909
(422
15,795
(1,826
(446
The Company reports hedging derivative gains (losses) as adjustments to loan interest income and loan interest expense along with the related net interest settlements. The non-hedging derivative gains (losses) and related net interest settlements for economic derivatives are reported in other income. For the three and six months period ended June 30, 2024, and 2023, the Company recorded net gains (losses) on derivatives and hedging activities as shown in the table below.
Total net gain (loss) related to derivatives designated as hedging instruments
Total net gain (loss) related to derivatives designated as cash flow hedges
Total net gains (losses) related to hedging relationships
Economic hedges:
219
204
Total net gains (losses) related to derivatives not designated as hedging instruments
Net gains (losses) on derivatives and hedging activities
148
209
225
214
The following tables show the recorded net gains (losses) on derivatives and the related hedged items in fair value hedging relationships and the impact of those derivatives on the Company’s net interest income for the three month periods ended June 30, 2024, and 2023.
Gain/(Loss)on Derivatives
Gain/(Loss)on HedgedItems
Net Fair ValueHedgeGain/(Loss)
Effect ofDerivatives onNet InterestIncome
159
June, 2023
(235
The following tables show the recorded net gains (losses) on derivatives and the related hedged items in fair value hedging relationships and the impact of those derivatives on the Company’s net interest income for the six month periods ended June 30, 2024, and 2023.
320
(130
140
The following tables show the recorded net gains or (losses) on derivatives and the related hedged items in cash flow hedging relationships and the impact of those derivatives on the Company's net interest income for the three month periods ended June 30, 2024, and 2023.
32
Gain/(Loss)onDerivatives
Gain/(Loss)Recorded in Accumulated Other Comprehensive Income
(169
FHLB advance hedges
(12
438
87
356
(970
1,909
1,442
349
173
130
(627
The following tables show the recorded net gains or (losses) on derivatives and the related hedged items in cash flow hedging relationships and the impact of those derivatives on the Company's net interest income for the six month periods ended June 30, 2024, and 2023.
1,159
876
(1,267
969
741
874
146
175
1,763
(218
956
(1,750
2,032
1,534
382
(74
2,190
(1,303
NOTE 5 – LEASE OBLIGATIONS
Right-of-use asset and lease obligations by type of property for the periods ended June 30, 2024, and December 31, 2023, are listed below.
Right-of-UseAsset
Lease Liability
WeightedAverageLease Termin Years
WeightedAverageDiscountRate
Operating Leases
Land and building leases
3,806
12.7
3.29
Total operating leases
3,307
14.8
3.00
Operating lease costs for the three and six months ended June 30, 2024, and 2023, are listed below.
Operating lease cost
275
Short-term lease cost
Variable lease cost
Total operating lease cost
226
318
436
There were no sale and leaseback transactions, leverage leases, lease transactions with related parties or leases that had not yet commenced during the three or six month periods ended June 30, 2024.
A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability is listed below.
Lease Payments
June 30,2024
Due in one year or less
574
Due after one year through two years
615
Due after two years through three years
Due after three years through four years
512
Due after four years through five years
313
Thereafter
2,094
Total undiscounted cash flows
4,694
Discount on cash flows
(888
Total operating lease liability
NOTE 6 – BORROWINGS
Federal funds purchased and retail repurchase agreements as of June 30, 2024, and December 31, 2023, are listed below.
December 31,2023
Federal funds purchased
Securities sold under agreements to repurchase (retail repurchase agreements) consist of obligations of the Company to other parties. The obligations are secured by residential mortgage-backed securities held by the Company with a fair value of $40,204 and $47,282 at June 30, 2024, and December 31, 2023. The agreements are on a day-to-day basis and can be terminated on demand.
The following table presents the borrowing usage and interest rate information for federal funds purchased and retail repurchase agreements at June 30, 2024, and December 31, 2023.
Average daily balance during the period
44,136
43,469
Average interest rate during the period
1.83
1.13
Maximum month-end balance year-to-date
47,312
46,798
Weighted average interest rate at period-end
1.69
Federal Home Loan Bank advances include both draws against the Company’s line of credit and fixed rate term advances.
Federal Home Loan Bank advances as of June 30, 2024, and December 31, 2023, are as follows.
Federal Home Loan Bank line of credit advances
Federal Home Loan Bank fixed-rate term advances
Total Federal Home Loan Bank advances
At June 30, 2024, and December 31, 2023, the Company had undisbursed advance commitments (letters of credit) with the Federal Home Loan Bank of $44,981 and $39,922. These letters of credit were obtained in lieu of pledging securities to secure public fund deposits that are over the FDIC insurance limit.
The advances, Mortgage Partnership Finance credit enhancement obligations and letters of credit were collateralized by certain qualifying loans of $863,207 and securities of $82,024 for a total of $945,231 at June 30, 2024, and qualifying loans of $846,601 and securities of $65,209 for a total of $911,810 at December 31, 2023. Based on this collateral and the Company’s holdings of Federal Home Loan Bank stock, the Company was eligible to borrow an additional $684,768 and $770,711 at June 30, 2024, and December 31, 2023.
At June 30, 2024, and December 31, 2023, the Company had a borrowing capacity of $340,128 and $471,569, for which the Company has pledged loans with an outstanding balance of $397,225 and $394,810 and securities with a fair value of $9,620 and $155,934. At December 31, 2023 the Company held $140,000 in borrowings secured from this facility under the Federal Reserve's Bank Term Funding Program with a rate of 4.38% and maturity date of March 22, 2024. The Company repaid this borrowing at maturity and there were no outstanding borrowings at June 30, 2024.
Bank stock loan
The Company entered into an agreement with an unaffiliated financial institution that provided for an initial maximum borrowing facility of $40,000, secured by the Company’s stock in Equity Bank. Each draw of funds on the facility will create a separate note that is repayable over a term of five years. Each note will bear interest at the greater of a variable interest rate equal to the prime rate published in the “Money Rates” section of The Wall Street Journal (or any generally recognized successor), floating daily, or a floor of 3.50%. Accrued interest and principal payments will be due quarterly with one final payment of unpaid principal and interest due at the end of the five-year term of each separate note.
The loan was renewed and amended on February 11, 2022, with a new maturity date of February 11, 2023. With this amendment, the maximum borrowing amount was decreased from $40,000 to $25,000. Each note will bear interest at the greater of a variable interest rate equal to the prime rate published in the “Money Rates” section of The Wall Street Journal (or any generally recognized successor), floating daily, or a floor of 3.25%. The Company is also required to pay an unused commitment fee in an amount equal to 20 basis points per annum on the unused portion of the maximum borrowing facility due on the maturity date of the renewal.
The loan was renewed on February 10, 2023, with a new maturity date of February 10, 2024. With this renewal, the maximum borrowing amount will remain at $25,000. Each note will bear interest at the greater of a variable interest rate equal to the prime rate
published in the “Money Rates” section of The Wall Street Journal (or any generally recognized successor), floating daily, or a floor of 3.25%. The Company is also required to pay an unused commitment fee in an amount equal to 20 basis points per annum on the unused portion of the maximum borrowing facility due on the maturity date of the renewal.
The loan was renewed and amended on February 10, 2024, with the same terms as the previous renewal and a new maturity date of February 10, 2025.
There were no outstanding principal balances on the bank stock loan at June 30, 2024, and December 31, 2023.
The terms of the borrowing facility require the Company and Equity Bank to maintain minimum capital ratios and other covenants. In the event of default, the lender has the option to declare all outstanding balances immediately due. The Company believes it is in compliance with the terms of the borrowing facility and has not been otherwise notified of noncompliance.
Subordinated debt as of June 30, 2024, and December 31, 2023, are listed below.
Subordinated debentures
23,769
23,594
Subordinated notes
73,427
73,327
In conjunction with prior acquisitions, the Company assumed certain subordinated debentures owed to special purpose unconsolidated subsidiaries that are controlled by the Company. These subordinated debentures have the same terms as the trust preferred securities issued by the special purpose unconsolidated subsidiaries.
FCB Capital Trust II (“CTII”): The trust preferred securities issued by CTII were initially issued to accrue and pay distributions quarterly at three-month LIBOR plus 2.00%; however on July 12, 2023, after the LIBOR transition it will now accrue and pay distributions quarterly at three-month CME term SOFR plus a tenor spread adjustment of 0.26% plus 2.00 % on the stated liquidation amount of the trust preferred securities. These trust preferred securities are mandatorily redeemable upon maturity on April 15, 2035, or upon earlier redemption.
FCB Capital Trust III (“CTIII”): The trust preferred securities issued by CTIII were initially issued to accrue and pay distributions quarterly at three-month LIBOR plus 1.89%; however on September 15, 2023, after the LIBOR transition it will now accrue and pay distributions quarterly at three-month CME term SOFR plus a tenor spread adjustment of 0.26% plus 1.89% on the stated liquidation amount of the trust preferred securities. These trust preferred securities are mandatorily redeemable upon maturity on June 15, 2037, or upon earlier redemption.
Community First (AR) Statutory Trust I (“CFSTI”): The trust preferred securities issued by CFSTI were initially issued to accrue and pay distributions quarterly at three-month LIBOR plus 3.25%; however on September 26, 2023, after the LIBOR transition it will now accrue and pay distributions quarterly at three-month CME term SOFR plus a tenor spread adjustment of 0.26% plus 3.25% on the stated liquidation amount of the trust preferred securities. These trust preferred securities are mandatorily redeemable upon maturity on December 26, 2032, or upon earlier redemption.
American State Bank Statutory Trust I (“ASBSTI”): The trust preferred securities issued by ASBSTI were initially issued to accrue and pay distributions quarterly at three-month LIBOR plus 1.80%; however on September 15, 2023, after the LIBOR transition it will now accrue and pay distributions quarterly at three-month CME term SOFR plus a tenor spread adjustment of 0.26% plus 1.80% on the stated liquidation amount of the trust preferred securities. These trust preferred securities are mandatorily redeemable upon maturity on September 15, 2035, or upon earlier redemption.
Subordinated debentures as of June 30, 2024, and December 31, 2023, are listed below.
Weighted Average Rate
Weighted Average Term in Years
CTII subordinated debentures
10,310
7.59
10.8
CTIII subordinated debentures
5,155
7.49
13.0
CFSTI subordinated debentures
8.85
8.5
ASBSTI subordinated debentures
7,732
Total contractual balance
28,352
Fair market value adjustments
(4,583
Total subordinated debentures
7.66
11.3
7.54
13.5
8.87
9.0
7.45
(4,758
On June 29, 2020, the Company entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold $42,000 in aggregate principal amount of its 7.00% Fixed-to-Floating Rate Subordinated notes due 2030. The notes were issued under an Indenture, dated as of June 29, 2020 (the “Indenture”), by and between the Company and UMB Bank, N.A., as trustee. The notes will mature on June 30, 2030. From June 29, 2020, through June 29, 2025, the Company will pay interest on the notes semi-annually in arrears on June 30 and December 30 of each year, commencing on December 30, 2020, at a fixed interest rate of 7.00%. Beginning June 30, 2025, the notes convert to a floating interest rate, to be reset quarterly, equal to the then-current Three-Month Term SOFR, as defined in the Indenture, plus 688 basis points. Interest payments during the floating-rate period will be paid quarterly in arrears on March 30, June 30, September 30 and December 30 of each year, commencing on September 30, 2025. On July 23, 2020, the Company closed on an additional $33,000 of subordinated notes with the same terms as the June 29, 2020, issue.
Subordinated notes as of June 30, 2024, are listed below.
75,000
7.00
6.0
Total principal outstanding
Debt issuance cost
(1,573
Total subordinated notes
Subordinated notes as of December 31, 2023, are listed below.
6.5
(1,673
Future principal repayments
Future principal repayments of the June 30, 2024, outstanding balances are as follows.
Retail Repurchase Agreements
FHLB Advances
Subordinated Debentures
Subordinated Notes
FRB Borrowings
288,337
103,352
391,689
NOTE 7 – STOCKHOLDERS’ EQUITY
Preferred stock
The Company’s articles of incorporation provide for the issuance of shares of preferred stock. At June 30, 2024, and December 31, 2023, there was no preferred stock outstanding.
The Company’s articles of incorporation provide for the issuance of 45,000,000 shares of Class A voting common stock (“Class A common stock”) and 5,000,000 shares of Class B non-voting common stock (“Class B common stock”), both of which have a par value of $0.01 per share.
The following table presents shares that were issued, held in treasury or were outstanding at June 30, 2024, and December 31, 2023.
Class A common stock – issued
20,587,499
20,460,615
Class A common stock – held in treasury
(5,379,537
(5,016,964
Class A common stock – outstanding
Class B common stock – issued
234,903
Class B common stock – held in treasury
(234,903
Class B common stock – outstanding
Treasury stock is stated at cost, determined by the first-in first-out method.
In 2019, the Company’s Board of Directors adopted the Equity Bancshares, Inc. 2019 Employee Stock Purchase Plan (“ESPP”). The ESPP enables eligible employees to purchase the Company’s common stock at a price per share equal to 85% of the lower of the fair market value of the common stock at the beginning or end of each offering period. ESPP compensation expense of $34 and $69 was recorded for the three and six months ended June, 2024. ESPP compensation expense of $38 and $77 was recorded for the three and six months ended June 2023. The following table presents the offering periods and costs associated with this program during the reporting period.
Offering Period
Shares Purchased
Cost Per Share
Compensation Expense
August 15, 2021 to February 14, 2022
14,274
27.37
February 15, 2022 to August 14, 2022
14,555
27.61
August 15, 2022 to February 14, 2023
26.18
February 15, 2023 to August 14, 2023
14,548
22.34
August 15, 2023 to February 14, 2024
21.79
In September of 2021, the Company’s Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company’s outstanding common stock, from time to time, beginning October 29, 2021, and concluding October 28, 2022. The repurchase program did not obligate the Company to acquire a specific dollar amount or number of shares and it may be extended, modified or discontinued at any time without notice. Under this program, during the years ended December 31, 2022, and 2021, the Company repurchased a total of 1,000,000 shares of the Company’s outstanding common stock at an average price paid of $32.11 per share.
In September of 2022, the Company's Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company's outstanding common stock, from time to time, beginning October 1, 2022, and concluding on September 30, 2023. The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares and it could be extended, modified or discontinued at any time without notice. Under this program, during the years ended December 31, 2023, and 2022, the Company repurchased a total of 832,893 shares of the Company’s outstanding common stock at an average price paid of $27.89 per share.
On July 26, 2023, the Company’s Board of Directors approved a share repurchase plan for up to 1,000,000 shares of outstanding common stock beginning on October 1, 2023, and concluding on September 30, 2024. The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares, and it may be extended, modified or discontinued at any time without notice. Non-objection from the Federal Reserve Bank of Kansas City related to this repurchase plan was received September 27, 2023. Under this program, during the six months ended June 30, 2024, the Company repurchased a total of 362,573 shares of the Company’s outstanding common stock at an average price paid of $32.71 per share. At June 30, 2024, there are 637,427 shares remaining available for repurchase under the program.
At June 30, 2024, and December 31, 2023, accumulated other comprehensive income (loss) consisted of (i) the after-tax effect of unrealized gains (losses) on available-for-sale securities and (ii) unrealized gains (losses) on cash flow hedges.
Components of accumulated other comprehensive income as of June 30, 2024, and December 31, 2023, are listed below.
Available-for-SaleSecurities
Cash Flow Hedges
AccumulatedOtherComprehensiveIncome (Loss)
Net unrealized or unamortized gains (losses)
(84,629
3,163
(81,466
20,228
(767
19,461
(64,401
2,396
(77,548
839
(76,709
18,995
(206
18,789
(58,553
633
NOTE 8 – REGULATORY MATTERS
Banks and bank holding companies (on a consolidated basis) are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. The Basel III rules require banks to maintain a Common Equity Tier 1 capital ratio of 6.5%, a total Tier 1 capital ratio of 8%, a total capital ratio of 10% and a leverage ratio of 5% to be deemed “well capitalized” for purposes of certain rules and prompt corrective action requirements. The risk-based ratios include a “capital conservation buffer” of 2.5% which can limit certain activities of an institution, including payment of dividends, share repurchases and discretionary bonuses to executive officers, if its capital level is below the buffer amount. Management believes as of June 30, 2024, the Company and Bank meet all capital adequacy requirements to which they are subject.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as are asset growth and acquisitions, and capital restoration plans are required.
As of June 30, 2024, the most recent notifications from the federal regulatory agencies categorized Equity Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, Equity Bank must
maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed Equity Bank’s category.
The Company’s and Equity Bank’s capital amounts and ratios at June 30, 2024, and December 31, 2023, are presented in the table below. The Company was able to take advantage of the accumulated other comprehensive income exception on capital calculations that was made available by regulators in order to maintain strong regulatory ratios. Ratios provided for Equity Bancshares, Inc. represent the ratios of the Company on a consolidated basis.
Actual
Minimum Required forCapital Adequacy Under Basel III
To Be WellCapitalized UnderPrompt CorrectiveProvisions
Ratio
Total capital to risk weighted assets
Equity Bancshares, Inc.
595,887
14.61
428,401
10.50
N/A
Equity Bank
571,710
14.04
427,714
407,437
10.00
Tier 1 capital to risk weighted assets
477,527
11.70
346,801
526,777
12.93
346,245
325,877
8.00
Common equity Tier 1 capital to risk weighted assets
453,758
11.12
285,601
285,143
264,775
6.50
Tier 1 leverage to average assets
9.14
208,903
4.00
10.11
208,473
260,591
5.00
589,131
15.48
399,729
571,938
15.05
399,006
380,006
470,659
12.36
323,590
526,793
13.86
323,005
304,004
447,064
11.74
266,486
266,004
247,004
9.46
199,112
10.60
198,782
248,477
Equity Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval.
NOTE 9 – EARNINGS PER SHARE
The following table presents earnings per share for the three and six months ended June 2024, and 2023.
Three months ended
Six months ended
June 30,2023
Basic:
Net income (loss) allocable to common stockholders
Weighted average common shares outstanding
15,248,654
15,467,857
15,332,357
15,654,466
Weighted average vested restricted stock units
521
4,849
8,049
Weighted average shares
15,248,703
15,468,378
15,337,206
15,662,515
Basic earnings (loss) per common share
Diluted:
Weighted average common shares outstanding for:
Basic earnings per common share
Dilutive effects of the assumed exercise of stock options
57,149
28,479
54,652
39,736
Dilutive effects of the assumed vesting of restricted stock units
70,943
55,231
80,324
83,613
Dilutive effects of the assumed exercise of ESPP purchases
1,185
2,167
1,204
3,197
Average shares and dilutive potential common shares
15,377,980
15,554,255
15,473,386
15,789,061
Diluted earnings (loss) per common share
Average shares not included in the computation of diluted earnings per share because they were antidilutive are shown in the following table as of June 30, 2024, and 2023.
Stock options
200,000
279,720
224,671
262,562
Restricted stock units
2,707
212,210
6,837
181,834
Total antidilutive shares
202,707
491,930
231,508
444,396
NOTE 10 – FAIR VALUE
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to disclose the fair value of its financial instruments. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. For disclosure purposes, the Company groups its financial and non-financial assets and liabilities into three different levels based on the nature of the instrument and the availability and reliability of the information that is used to determine fair value. The three levels of inputs that may be used to measure fair values are defined as follows.
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
Level 1 inputs are considered to be the most transparent and reliable. The Company assumes the use of the principal market to conduct a transaction of each particular asset or liability being measured and then considers the assumptions that market participants would use when pricing the asset or liability. Whenever possible, the Company first looks for quoted prices for identical assets or liabilities in active markets (Level 1 inputs) to value each asset or liability. However, when inputs from identical assets or liabilities on active markets are not available, the Company utilizes market observable data for similar assets and liabilities. The Company maximizes the use of observable inputs and limits the use of unobservable inputs to occasions when observable inputs are not available. The need to use unobservable inputs generally results from the lack of market liquidity of the actual financial instrument or
of the underlying collateral. Although, in some instances, third party price indications may be available, limited trading activity can challenge the implied value of those quotations.
The following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of each instrument under the hierarchy.
Fair Value of Assets and Liabilities Measured on a Recurring Basis
The fair values of securities available-for-sale and equity securities with readily determinable fair value are carried at fair value on a recurring basis. To the extent possible, observable quoted prices in an active market are used to determine fair value and, as such, these securities are classified as Level 1. For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities, generally determined by matrix pricing, which is a mathematical technique widely used in the industry to value securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). The Company’s available-for-sale securities, including U.S. Government sponsored entity securities, residential mortgage-backed securities (all of which are issued or guaranteed by government sponsored agencies), private-label residential mortgage-backed securities, corporate securities, Small Business Administration securities, and State and Political Subdivision securities are classified as Level 2.
The fair values of derivatives are determined based on a valuation pricing model using readily available observable market parameters such as interest rate yield curves (Level 2 inputs) adjusted for credit risk attributable to the seller of the interest rate derivative. Cash collateral received from or delivered to a derivative counterparty is classified as Level 1.
Assets and liabilities measured at fair value on a recurring basis are summarized in the following tables as of June 30, 2024, and December 31, 2023.
(Level 1)
(Level 2)
(Level 3)
Assets:
Available-for-sale securities:
Derivative assets:
Derivative assets (included in other assets)
Cash collateral held by counterparty and netting adjustments
Total derivative assets
Other assets:
Equity securities with readily determinable fair value
Total other assets
86,835
956,808
Liabilities:
Derivative liabilities:
Derivative liabilities (included in other liabilities)
Total derivative liabilities
Government-sponsored residential mortgage- backed securities
83,524
837,394
(454
There were no material transfers between levels during the six months ended June 30, 2024, or the year ended December 31, 2023. The Company’s policy is to recognize transfers into or out of a level as of the end of a reporting period.
Fair Value of Assets and Liabilities Measured on a Non-recurring Basis
Certain assets are measured at fair value on a non-recurring basis when there is evidence of loans individually assessed for credit losses. The fair value of loans individually assessed for credit losses with specific allowance for credit losses are generally based on recent real estate appraisals of the collateral. Declines in the fair values of other real estate owned, subsequent to their initial acquisitions, are also based on recent real estate appraisals less estimated selling costs.
Real estate appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments made to real estate appraisals and other loan valuations are typically significant and result in a Level 3 classification of the inputs for determining fair value.
Assets measured at fair value on a non-recurring basis are summarized below as of June 30, 2024, and December 31, 2023.
June 30. 2024
Loans individually evaluated for credit losses:
2,766
4,619
3,611
2,703
Other real estate owned:
1,616
3,706
6,165
2,606
2,442
170
The Company did not record any liabilities for which the fair value was measured on a non-recurring basis at June 30, 2024, or December 31, 2023.
Valuations of individually evaluated loans and other real estate owned utilize third party appraisals or broker price opinions and were classified as Level 3 due to the significant judgment involved. Appraisals may include the utilization of unobservable inputs, subjective factors and utilize quantitative data to estimate fair market value.
The following table presents additional information about the unobservable inputs used in the fair value measurement of financial assets measured on a nonrecurring basis that were categorized with Level 3 of the fair value hierarchy as of June 30, 2024, and December 31, 2023.
ValuationTechnique
UnobservableInput
Range(weighted average) or Multiple of Earnings
Individually evaluated real estate loans
13,326
SalesComparisonApproach
Adjustments fordifferences betweencomparable sales
2% - 45% (23%)
1,577
Cost Approach
Adjustments for differences between replacement cost and depreciated cost
26% - 70%(29%)
Individually evaluated other real estate owned
1,118
5% - 23% (14%)
16,535
3% - 34% (19%)
1,231
7% - 28% (18%)
44
Carrying amount and estimated fair values of financial instruments at period end were as follows for June 30, 2024, and December 31, 2023.
CarryingAmount
EstimatedFair Value
Financial assets:
947,137
Loans, net of allowance for credit losses
3,352,188
Derivative assets
Cash collateral held by derivative counterparty and netting adjustments
4,782,566
4,723,875
347,101
1,024,586
Financial liabilities:
4,336,232
72,302
Interest payable
6,777
Derivative liabilities
4,761,492
4,755,162
4,754,973
830,392
3,227,789
4,638,188
4,576,637
462,623
886,225
4,140,501
Federal Reserve Bank Borrowings
71,827
9,180
4,557,655
4,551,201
4,551,655
The fair value of off-balance-sheet items is not considered material.
NOTE 11 – COMMITMENTS AND CREDIT RISK
The Company extends credit for commercial real estate mortgages, residential mortgages, working capital financing and loans to businesses and consumers.
Commitments to Originate Loans and Available Lines of Credit
Commitments to originate loans and available lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments and lines of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments and lines of credit may expire without being drawn upon, the total commitment and lines of credit amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Mortgage loans in the process of origination represent amounts that the Company plans to fund within a normal period of 60 to 90 days, and which are intended for sale to investors in the secondary market.
The contractual amounts of commitments to originate loans and available lines of credit as of June 30, 2024, and December 31, 2023, were as follows.
46
FixedRate
VariableRate
Commitments to make loans
40,581
436,837
47,465
343,715
Mortgage loans in the process of origination
4,736
1,477
4,574
357
Unused lines of credit
150,696
411,962
124,893
355,270
At June 30, 2024, the fixed rate loan commitments have interest rates ranging from 3.95% to 18.00% and maturities ranging from 1 month to 126 months.
Standby Letters of Credit
Standby letters of credit are irrevocable commitments issued by the Company to guarantee the performance of a customer to a third party once specified pre-conditions are met. Financial standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Performance standby letters of credit are issued to guarantee performance of certain customers under non-financial contractual obligations. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers.
The contractual amounts of standby letters of credit as of June 30, 2024, and December 31, 2023, were as follows.
Standby letters of credit
16,990
31,348
18,145
30,680
NOTE 12 – LEGAL MATTERS
The Company is party to various matters of litigation in the ordinary course of business. The Company periodically reviews all outstanding pending or threatened legal proceedings and determines if such matters will have an adverse effect on the business, financial condition, results of operations or cash flows. A loss contingency is recorded when the outcome is probable and reasonably able to be estimated. Any loss contingency described below has been identified by the Company as reasonably possible to result in an unfavorable outcome for the Company or the Bank.
Equity Bank is party to a lawsuit filed on January 28, 2022, in the Sedgwick County Kansas District Court on behalf of one of our customers alleging improperly collected overdraft fees. The plaintiff seeks to have the case certified as a class action. The Bank has filed a motion to dismiss this claim on its merits and on the grounds that the defendant must litigate any such claims in arbitration. The trial court ruling denying the requirement of arbitration is currently on appeal. The Company believes that the lawsuit is without merit, and it intends to vigorously defend against the claim asserted. At this time, the Company is unable to reasonably estimate the loss amount of this litigation.
Equity Bank is party to a lawsuit filed on February 2, 2022, in Jackson County, Missouri District Court against the Bank on behalf of one of our Missouri customers alleging improperly collected overdraft fees. The plaintiff seeks to have the case certified as a class action of Missouri customers only. The Company believes that the lawsuit is without merit, and it intends to vigorously defend against the claims now asserted. At this time, the Company is unable to reasonably estimate the loss amount of this litigation.
Equity Bank is party to a lawsuit filed on February 28, 2023, in Saline County, Missouri District Court against the Bank on behalf of one of our Missouri customers alleging improperly collected overdraft fees. The plaintiff seeks to have the case certified as a class action for Missouri customers only. The Company believes that the lawsuit is without merit, and it intends to vigorously defend against the claims now asserted. At this time, the Company is unable to reasonably estimate the loss amount of this litigation.
NOTE 13 – REVENUE RECOGNITION
The majority of the Company’s revenues come from interest income on financial instruments, including loans, leases, securities and derivatives, which are outside the scope of ASC 606. The Company’s services that fall within the scope of ASC 606 are presented with non-interest income and are recognized as revenue as the Company satisfies its obligation to the customer. Services within the scope of ASC 606 include service charges and fees on deposits, debit card income, investment referral income, insurance sales commissions and other non-interest income related to loans and deposits.
Except for gains or losses from the sale of other real estate owned, all of the Company’s revenue from contracts with customers within the scope of ASC 606 are recognized in non-interest income. The following table presents the Company’s sources of non-interest income for the three and six months ended June 30, 2024, and 2023.
Mortgage banking(a)
Increase in bank-owned life insurance(a)
Net gain (loss) on acquisitions(a)
Net gain (loss) from securities transactions(a)
Investment referral income
149
Trust income
384
268
703
508
Insurance sales commissions
107
141
Recovery on zero-basis purchased loans(a)
1,028
507
4,373
513
Income (loss) from equity method investments(a)
(111
Other non-interest income related to loans and deposits
965
1,150
2,112
2,512
Other non-interest income not related to loans and deposits(a)
(508
Total other non-interest income
(a) Not within the scope of ASC 606.
NOTE 14 – BUSINESS COMBINATIONS AND BRANCH SALES
At close of business on February 9, 2024, the Company acquired 100% of the outstanding common shares of Rockhold BanCorp ("Rockhold"), the holding company of the Bank of Kirksville (“BOK”), based in Kirksville, Missouri. Results of operations of BOK were included in the Company’s results of operations beginning February 10, 2024. Acquisition-related costs associated with this acquisition were $3,822 ($3,028 on an after-tax basis) and are included in merger expense in the Company’s income statement for the six months ended June 30, 2024.
Information necessary to recognize the fair value of assets acquired and liabilities assumed is currently still on-going. The acquisition was an expansion to the Company’s current footprint in Missouri with the addition of eight branch locations in the Kirksville area.
48
The following table summarizes the amounts of assets acquired and liabilities assumed recognized at the acquisition date.
Fair value of consideration:
Cash
44,304
Recognized amounts of identifiable assets acquired and
liabilities assumed:
105,218
164,629
Loans
118,131
Premises and equipment
3,473
Core deposit intangible
11,530
3,255
Total assets acquired
406,236
349,777
8,818
2,037
Total liabilities assumed
Total identifiable net assets
45,604
Bargain purchase gain
The following tables reconcile the par value of BOK loan portfolio as of the purchase date to the fair value indicated in the table above. For non-purchase credit deteriorated assets, the entire fair value adjustment including both interest and credit related components is recorded as an adjustment to par (“Fair Value Marks”) and reflected as an adjustment to the carrying value of that asset within the Consolidated Balance Sheet. Following purchase, an ACL is also established for these non-purchase credit deteriorated assets which is not reflected in this table as it is accounted for outside of the business combination. For purchase-credit deteriorated assets, as required by CECL, the fair value mark is divided between an adjustment to par (“Non-Credit Rate Marks”) and an addition to the ACL (“Credit Marks in ACL”). The addition to ACL is based on the application of management’s CECL methodology to the individual loans.
Non-Purchase Credit Deteriorated Loans
Loan Par Value
Fair Value Marks
Purchase Price
(85
1,874
32,300
(578
31,722
42,318
41,136
37,641
(949
36,692
1,373
(36
1,337
Total non-PCD loans
115,591
(2,830
112,761
Purchase Credit Deteriorated Loans
Discounts from Other Factors Excluding ACL
Credit Marksin ACL
1,366
(178
(119
1,069
2,044
(210
(183
1,651
3,316
(472
(284
2,560
115
90
Total PCD loans
6,841
(875
(596
5,370
Total Purchased Loans
Assuming the Rockhold acquisition would have taken place on January 1, 2023, total combined revenue would have been $112,840 for the six months ended June 30, 2024, and $153,188 for the year ended December 31, 2023. Net income would have been $28,123 at June 30, 2024, and $14,020 at December 31, 2023. The pro forma amounts disclosed exclude merger expense from
non-interest expense, which is considered a non-recurring adjustment. Separate revenue and earnings of the former Rockhold locations are not available subsequent to the acquisition.
NOTE 15 – SEGMENT REPORTING
Equity Bancshares, Inc. is a financial holding company, whose principal activity is the ownership and management of its wholly-owned subsidiaries, including Equity Bank (“Equity Bank”). As a community-oriented financial institution, substantially all of the Company’s operations involve the delivery of loan and deposit products to customers. Management makes operating decisions and assesses performance based on an ongoing review of these banking operations, which constitute the Company’s only operating segment for financial reporting purposes.
The Company’s chief operating decision maker is comprised of the executive leadership team. For Equity Bancshares Inc., the executive leadership team uses gross profit and profit or loss from operations before interest and income taxes to allocate resources for in the annual budget and forecasting process. The chief operating decision maker considers budget-to-actual variances on a monthly basis for profit measures when making decisions about allocating capital and personnel to the operating segment. For Equity Bank, the executive leadership team uses net-interest income and non-interest income to allocate resources (including employees, financial, or capital resources) to that segment in the annual budget and forecasting process and uses that measure as a basis for evaluating lending terms for customer loans.
The following tables present information about reported segment revenue, measures of a segment’s profit or loss, significant segment expenses, and measure of a segment’s assets for the six months ended June 30, 2024, and June 30, 2023. The Company does not allocate all holding company expenses, income taxes or unusual items to the reportable segment. The following tables present the reconciliations of reportable segment revenues and measures of profit or loss and line item reconciliation to the Company’s consolidated financial statement totals.
Unallocated Holding
Company
Amounts
Eliminations
Six Months ended June 30, 2024
146,549
350
52,397
3,844
94,152
(3,494
92,887
(277
293
30,088
(30,088
(a)
20,396
30,381
35,837
2,840
330
2,528
3,278
565
6,676
(298
Intersegment service charges
(690
690
74,648
1,375
38,635
25,512
9,262
(987
Total segment profit/(loss)
29,373
26,499
(a) Elimination of equity in earnings of subsidiary
Six Months ended June 30, 2023
117,336
35,010
3,830
82,326
(3,787
82,394
28,043
(28,043
31,847
82
2,670
359
9,083
(443
(662
662
65,699
32,245
23,596
5,049
(1,030
27,196
24,626
Three Months ended June 30, 2024
74,959
26,735
1,921
48,224
(1,748
47,959
13,785
(13,785
17,788
1,610
168
2,282
4,121
(999
(345
345
39,313
(442
17,604
12,479
5,091
(509
12,513
12,988
53
Three Months ended June 30, 2023
61,231
19,877
41,354
(1,925
41,056
2,484
13,258
(13,746
7,438
15,198
1,391
254
5,128
(705
(986
986
32,556
15,938
10,759
2,035
(540
13,903
11,299
For the Six Months ended June 30,
Administrative Adjustments
2,643
2,733
2,211
Amortization of operating lease right-of-use-asset
Amortization of clout computing implementation costs
Purchase of long lived assets
6,337
7,101
For the Three Months ended June 30,
1,314
1,359
1,117
1,155
124
1,254
954
873
2,687
June 30,
Assets
Total assets for reportable segments
5,234,647
5,024,161
Holding company administrative adjustments
568,553
560,434
Elimination of bank cash and equity in earnings of subsidiaries
(18,632
(13,515
Elimination of investment in subsidiaries
(539,051
(536,488
Consolidated total assets
NOTE 16 – SUBSEQUENT EVENTS
On April 18, 2024, the Company entered into an agreement and plan of reorganization with KansasLand Bancshares, Inc. ("KansasLand"). KansasLand is the holding company of KansasLand Bank, which has two branch locations in Quinter and Americus, Kansas. This transaction was completed at close of business on July 1, 2024. In their June 30, 2024, unaudited Consolidated Report of Condition, KansasLand reported total assets of $52,553, which included total loans of $28,933. At June 30, 2024, total liabilities of $50,044 were reported by KansasLand, which included deposits of $42,596. KansasLand reported $506 in net loss before income taxes for the quarter ended June 30, 2024.
In May 2022, the Company took a preferred equity interest in a borrower's company to liquidate a troubled lending relationship with the borrower, and on August 1, 2024, the borrower liquidated our preferred equity interest in the company resulting in an $8,500 pre-tax gain that will be recorded in the third quarter of 2024.
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K filed with the SEC on March 7, 2024, and our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. See “Cautionary Note Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Item 1A: Risk Factors” included in the Annual Report on Form 10-K and in Item 1A of this Quarterly Report. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
This discussion and analysis of our financial condition and results of operation includes the following sections:
(Dollars in thousands, except per share data)
March 31,2024
September 30,2023
Statement of Income Data (for the quarterly period ended)
71,767
64,294
65,039
27,585
24,827
24,027
44,182
39,467
41,012
1,000
1,230
1,240
(50,618
Other non-interest income
8,925
10,448
7,204
8,736
8,272
1,556
297
Other non-interest expense
36,584
35,596
34,998
34,244
Income (loss) before income taxes
17,761
(39,656
14,273
Provision for income taxes
3,693
(11,357
1,932
Net income (loss)
14,068
(28,299
12,341
0.91
(1.84
0.80
0.90
Balance Sheet Data (at period end)
235,018
199,017
Securities available-for-sale
1,091,717
1,057,009
1,094,748
Securities held-to-maturity
2,205
2,212
2,216
1,311
627
2,456
Gross loans held for investment
3,482,163
3,282,118
3,322,670
44,186
Loans held for investment, net of allowance for credit losses
3,437,714
3,237,932
3,278,126
Goodwill and core deposit intangibles, net
69,737
70,955
60,323
61,062
61,861
Mortgage servicing asset, net
75
100
126
Naming rights, net
979
989
1,011
1,022
5,239,036
4,945,267
5,094,883
4,371,026
4,082,170
4,230,950
Borrowings
385,533
360,800
380,503
376,488
381,423
4,782,260
4,527,137
4,676,448
418,130
Tangible common equity*
390,694
384,782
391,462
355,957
355,426
Performance ratios
Return on average assets (ROAA) annualized
1.10
(2.29
)%
0.97
Adjusted operating return on average assets (ROAA)*
1.18
Return on average equity (ROAE) annualized
10.35
12.29
(26.53
11.49
10.82
Return on average tangible common equity (ROATCE) annualized
13.31
14.96
(30.39
14.18
13.55
Yield on loans annualized
7.15
6.85
6.62
6.67
6.34
Cost of interest-bearing deposits annualized
2.78
2.77
2.58
2.40
2.14
Net interest margin annualized
3.94
3.75
3.49
3.51
3.38
Efficiency ratio*
66.03
65.16
74.35
68.83
69.45
Non-interest income / average assets annualized
0.69
0.92
(3.52
0.55
Non-interest expense / average assets annualized
3.01
2.90
2.84
2.69
2.62
Capital Ratios
Tier 1 Leverage Ratio
9.10
9.77
9.54
Common Equity Tier 1 Capital Ratio
11.14
12.65
12.23
Tier 1 Risk Based Capital Ratio
11.73
13.27
12.84
Total Risk Based Capital Ratio
14.71
16.42
15.96
Equity / Assets
8.80
8.72
8.99
8.46
8.21
Tangible common equity to tangible assets*
7.55
7.87
7.29
7.06
Dividend payout ratio
15.79
(6.65
15.13
13.53
Book value per share
30.36
29.80
29.35
27.13
27.18
Tangible common book value per share*
25.70
25.10
25.37
23.09
23.08
Tangible common book value per diluted share*
25.44
24.87
25.05
22.96
22.98
* The value noted is considered a Non-GAAP financial measure. For a reconciliation of Non-GAAP financial measures see “Non-GAAP Financial Measures” in this Item 2.
We are a financial holding company headquartered in Wichita, Kansas. Our wholly-owned banking subsidiary, Equity Bank, provides a broad range of financial services primarily to businesses and business owners as well as individuals through our network of 70 full-service banking sites located in Arkansas, Kansas, Missouri, and Oklahoma. As of June 30, 2024, we had consolidated total assets of $5.25 billion, total loans held for investment, net of allowance, of $3.41 billion, total deposits of $4.34 billion, and total
stockholders’ equity of $461.4 million. During the three and six month periods ended June 30, 2024, the Company had net income of $11.7 million and $25.8 million. The Company had net income of $11.5 million and $23.8 million for the three and six month periods ended June 30, 2023.
Our significant accounting policies are integral to understanding the results reported. Our accounting policies are described in detail in Note 1 to the December 31, 2023, audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 7, 2024. The preparation of our financial statements in accordance with GAAP requires management to make a number of judgments and assumptions that affect our reported results and disclosures. Several of our accounting policies are inherently subject to valuation assumptions and other subjective assessments and are more critical than others in terms of their importance to results. Changes in any of the estimates and assumptions underlying critical accounting policies could have a material effect on our financial statements. Our accounting policies are described in “NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES” in the Notes to Interim Consolidated Financial Statements.
The accounting policies that management believes are the most critical to an understanding of our financial condition and results of operations and require complex management judgment are described below.
Allowance for Credit Losses: The allowance for credit losses for loans represents management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management’s evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay a loan (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications, and other pertinent factors, including regulatory recommendations. The level of the allowance for credit losses maintained by management is believed adequate to absorb all expected future losses inherent in the loan portfolio at the balance sheet date; however, determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. The actual realized facts and circumstances may be different than those currently estimated by management and may result in significant changes in the allowance for credit losses in future periods. The allowance for credit losses for loans, as reported in our consolidated balance sheets, is adjusted by provision for credit losses, which is recognized in earnings and is reduced by the charge-off of loan amounts, net of recoveries.
The allowance represents management’s best estimate, but significant changes in circumstances relating to loan quality and economic conditions could result in significantly different results than what is reflected in the consolidated balance sheet as of June 30, 2024. Likewise, an improvement in loan quality or economic conditions may allow for a further reduction in the required allowance. Changing credit conditions would be expected to impact realized losses, driving variability in specifically assessed allowances, as well as calculated quantitative and more subjectively analyzed qualitative factors. Depending on the volatility in these conditions, material impacts could be realized within the Company’s operations. Significant changes in economic conditions, both positive and negative, could result in unexpected realization of provision or reversal of allowance for credit losses due to its impact on the quantitative and qualitative inputs to the Company’s calculation. Under the CECL methodology, the impact of these conditions has the potential to further exacerbate periodic differences due to its life of loan perspective. The life of loans calculated under the methodology is based in contractual duration, modified for prepayment expectations, making significant variation in periodic results possible due to changing contractual or adjusted duration of the assets within the calculation.
Goodwill: Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment is recognized and expensed in the period identified. Goodwill will be assessed more frequently if a triggering event occurs which indicates that the carrying value of the asset might be impaired. We have selected December 31 as the date to perform our annual goodwill impairment test. Goodwill is the only intangible asset with an indefinite useful life. For the quarter ended June 30, 2024, management conducted the quarterly qualitative assessment and has determined there was no evidence of a triggering event as of or during the period then ended. Based on this qualitative analysis and conclusion, it was determined that a more robust quantitative assessment was not necessary at our measurement date.
When performing quantitative goodwill impairment assessments, management is required to estimate the fair value of the Company’s equity in a change in control transaction. To complete this valuation, management is required to derive assumptions related to industry performance, reporting unit business performance, economic and market conditions, and various other assumptions, many of which require significant management judgment.
Although management believes that the judgments and estimates used are reasonable, actual results could differ and we may be exposed to losses or gains that could be material.
We generate our revenue from interest income and fees on loans, interest and dividends on investment securities, and non-interest income, such as service charges and fees, debit card income, trust and mortgage banking income. We incur interest expense on deposits and other borrowed funds and non-interest expense, such as salaries and employee benefits and occupancy expenses.
Changes in interest rates earned on interest-earning assets or incurred on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and non-interest-bearing liabilities and stockholders’ equity, are usually the largest drivers of periodic change in net interest income. Fluctuations in interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international circumstances and domestic and foreign financial markets. Periodic changes in the volume and types of loans in our loan portfolio are affected by, among other factors, economic and competitive conditions in Arkansas, Kansas, Missouri and Oklahoma, as well as developments affecting the consumer, commercial and real estate sectors within these markets.
Net Income
Three months ended June 30, 2024, compared with three months ended June 30, 2023: Net income allocable to common stockholders for the three months ended June 30, 2024, was $11.7 million, or $0.76 diluted earnings per share as compared to $11.5 million, or $0.74 diluted earnings per share for the three months ended June 30, 2023, an increase of $260 thousand. The increase was largely due to an increase in net interest income of $7.0 million, an increase in non-interest income of $2.0 million, offset by an increase in non-interest expense of $5.7 million and an increase in the provision for Income taxes of $3.1 million.
Six months ended June 30, 2024, compared with six months ended June 30, 2023: Net income allocable to common stockholders for the six months ended June 30, 2024, was $25.8 million, or $1.67 diluted earnings per share as compared to $23.8 million, or $1.51 diluted earnings per share for the six months ended June 30, 2023, an increase of $2.0 million. The increase was largely due to an increase in net interest income of $12.1 million, an increase in non-interest income of $5.1 million, offset by an increase in the provision for loan losses of $1.3 million, an increase in non-interest expense of $9.7 million and an increase in the provision for Income taxes of $4.3 million.
Net Interest Income and Net Interest Margin Analysis
Net interest income is the difference between interest income on interest-earning assets, including loans and securities, and interest expense incurred on interest-bearing liabilities, including deposits and other borrowed funds. To evaluate net interest income, management measures and monitors (1) yields on loans and other interest-earning assets, (2) the costs of deposits and other funding sources, (3) the net interest spread, and (4) net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is calculated as net interest income divided by average interest-earning assets. Because non-interest-bearing sources of funds, such as non-interest-bearing deposits and stockholders’ equity also fund interest-earning assets, net interest margin includes the benefit of these non-interest-bearing sources of funds. Net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as a “volume change,” and is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as a “yield/rate change.”
Three months ended June 30, 2024, compared with three months ended June 30, 2023: The following table shows the average balance of each principal category of assets, liabilities, and stockholders’ equity and the average yields on interest-earning assets and average rates on interest-bearing liabilities for the three months ended June 30, 2024, and 2023. The yields and rates are calculated by dividing annualized income or annualized expense by the average daily balances of the associated assets or liabilities.
Average Balance Sheets and Net Interest Analysis
For the Three Months Ended June 30,
(Dollars in thousands)
AverageOutstandingBalance
InterestIncome/Expense
AverageYield/Rate(3)(4)
Interest-earning assets:
Loans(1)
635,123
12,782
8.09
590,634
10,885
7.39
1,401,109
24,541
7.04
1,303,520
20,875
6.42
Real estate construction
402,831
8,843
8.83
465,231
8,231
7.10
580,338
6,563
4.55
567,297
6,048
4.28
206,018
3,944
7.70
202,584
3,387
6.71
127,298
3,102
9.80
101,333
1,704
6.74
106,759
1,743
6.57
106,898
1,618
6.07
3,459,476
3,337,497
Taxable securities
1,006,018
4.07
1,068,653
2.18
Nontaxable securities
59,961
2.70
87,318
2.61
Total Securities
1,065,979
10,577
3.99
1,155,971
6,381
2.21
220,258
5.54
185,276
4.60
Total interest-earning assets
4,745,713
6.37
4,678,744
5.25
Non-interest-earning assets:
1,791
4,190
116,208
105,618
128,602
123,002
Goodwill, core deposit and other intangibles, net
71,423
63,453
Other non-interest-earning assets
132,522
89,906
5,196,259
5,064,913
Interest-bearing liabilities:
Interest-bearing demand deposits
1,089,206
7,339
2.71
1,013,699
5,598
2.22
Savings and money market
1,441,693
8,607
1,309,986
4,905
1.50
2,530,899
15,946
2.53
2,323,685
10,503
1.81
Certificates of deposit
744,866
6,716
3.63
903,280
6,701
2.98
3,275,765
3,226,965
FHLB term and line of credit advances
302,972
5.03
101,845
97,121
7.86
96,582
8.10
4.38
Other borrowings
50,085
2.46
47,077
1.64
Total interest-bearing liabilities
3,725,943
3.09
3,612,469
2.42
Non-interest-bearing liabilities and stockholders’ equity:
Non-interest-bearing checking accounts
975,078
977,369
Non-interest-bearing liabilities
39,916
50,213
Stockholders’ equity
455,322
424,862
Interest rate spread
3.28
2.83
Net interest margin(2)
Total cost of deposits, including non-interest bearing deposits
4,250,843
4,204,334
Average interest-earning assets to interest-bearing liabilities
127.37
129.52
Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest yields/rates. The following table analyzes the change in volume variances and yield/rate variances for the three month periods ended June 30, 2024, and 2023.
Analysis of Changes in Net Interest Income
For the Three Months Ended June 30, 2024, and 2023
Increase (Decrease) Due to:
TotalIncrease /
Volume(1)
Yield/Rate(1)
(Decrease)
854
1,043
1,897
1,628
2,038
3,666
(1,199
1,811
612
374
499
557
1,398
6,782
8,770
(360
4,723
4,363
(184
(167
Total securities
(544
4,740
4,196
441
469
910
1,885
11,991
13,876
1,741
3,167
3,702
976
4,467
5,443
(1,289
1,304
(313
5,771
5,458
2,422
414
2,836
(51
(1,528
6,224
6,829
Net Interest Income
1,280
5,767
7,047
Interest income increased $13.9 million for the quarter ended June 30, 2024, as compared to the quarter ended June 30, 2023. Of this increase, $12.0 million is attributable to increases in average asset rate/yield. Realized rate increases were attributable to the higher coupons on loan production, purchase accounting accretion, as well as the Company's re-positioning of its investment portfolio in the fourth quarter of 2023. Rate increases were complemented by higher earning asset volume, accounting for the remaining $1.9 million in period over period growth.
The increase in interest expense of $6.8 million was due to the deposit portfolio repricing as market interest rates remained well above our historic cost of deposits as well as increased utilization of our FHLB borrowing line.
During the quarter ended June 30, 2024, when compared to the quarter ended June 30, 2023, net interest margin increased 56 basis points and net interest spread increased by 45 basis points to 3.28% from 2.83%. The increase in both is primarily due to the increase in yield on interest-earning assets, which outpaced the increases in the cost of interest-bearing liabilities.
Six months ended June 30, 2024, compared with six months ended June 30, 2023: The following table shows the average balance of each principal category of assets, liabilities, and stockholders’ equity and the average yields on interest-earning assets and
average rates on interest-bearing liabilities for the six months ended June 30, 2024, and 2023. The yields and rates are calculated by dividing annualized income or annualized expense by the average daily balances of the associated assets or liabilities.
For the Six Months Ended June 30,
634,879
25,194
7.98
584,081
20,519
7.08
1,425,143
49,142
6.93
1,324,010
40,987
6.24
378,815
16,618
8.82
434,793
14,926
6.92
580,382
13,024
4.51
568,710
11,848
4.20
201,520
7,412
202,742
6,501
6.47
129,167
5,493
8.55
100,795
3,183
106,107
3,464
106,546
3,165
5.99
3,456,013
3,321,677
6.14
1,008,742
1,076,108
2.20
61,298
2.60
94,538
2.64
1,070,040
20,845
3.92
1,170,646
12,997
2.24
217,902
5.27
152,747
4.29
4,743,955
6.23
4,645,070
5.10
4,236
115,983
104,512
126,891
123,215
66,813
63,947
118,413
88,880
5,173,835
5,029,860
1,085,913
14,786
2.74
1,024,317
10,428
2.05
1,439,797
16,819
2.35
1,312,474
8,529
1.31
2,525,710
31,605
2.52
2,336,791
18,957
772,126
13,912
3.62
894,446
12,068
2.72
3,297,836
3,231,237
1.94
208,160
4.77
95,497
4.16
97,056
96,520
7.93
62,308
4.39
76,580
52,649
48,501
1.61
3,718,009
3.04
3,548,335
955,027
1,010,448
43,769
48,384
457,030
422,693
3.19
2.89
3.84
3.41
4,252,863
2.15
4,241,685
1.47
127.59
130.91
62
Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest yields/rates. The following table analyzes the change in volume variances and yield/rate variances for the six month periods ended June 30, 2024, and 2023.
For the Six Months Ended June 30, 2024, and 2023
1,877
2,798
4,675
3,274
4,881
8,155
(2,091
3,783
1,692
929
1,176
950
1,035
1,275
2,310
312
299
4,290
14,928
19,218
(779
9,072
8,293
(430
(445
(1,209
9,057
7,848
1,595
859
2,454
4,676
24,844
29,520
659
3,699
4,358
899
7,391
8,290
1,558
11,090
12,648
(1,811
3,655
1,844
(253
14,745
2,631
2,962
(311
(302
2,124
15,277
17,401
2,552
9,567
Interest income on interest-earning assets increased $29.5 million for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. Of this increase, $24.8 million is attributable to increases in earning asset yields. Yield on loans increased by 86 basis points, driven by continued repricing in a higher interest rate environment as well as the purchase accounting accretion following the Rockhold merger. Investment yields contributed a comparative improvement of $9.1 million, primarily attributable to the Company's strategic repositioning in the fourth quarter of 2023. Earning asset volume generated a comparative increase of $4.7 million, driven by the addition of assets through the Rockhold merger.
There was an increase in interest expense on Total interest-bearing deposits of $17.4 million due to the deposit portfolio repricing as market interest rates remained well above our historic cost of deposits as well as increased utilization of our FHLB borrowing line.
When compared to the six months ended June 30, 2023, net interest margin increased 43 basis points during the six months ended June 30, 2024, while net interest spread increased by 30 basis points to 3.19% from 2.89%. The increase in both can be attributed to an increase in the rate/yield earned on interest-earning assets and to a lesser extent the increase in volume of interest earning asset, offset by an increase in the cost of interest-bearing liabilities portfolio and utilization level of our FHLB line.
63
Provision for Credit Losses
We maintain an allowance for credit losses for estimated losses in our loan portfolio. The allowance for credit losses is increased by a provision for credit losses, which is a charge to earnings, and subsequent recoveries of amounts previously charged-off, but is decreased by charge-offs when the collectability of a loan balance is unlikely. Management estimates the allowance balance required using past loan loss experience within the Company’s portfolio. This historical loss calculation is then modified to reflect quantitative economic circumstances based on evidenced economic conditions and regression formulas, which incorporate lag factors in identifying a sufficiently predictive adjusted-R square, as well as qualitative factors not inherently reflected in our historical loss or quantitative economic inputs. Included in our qualitative assessment is the consideration of prospective economic conditions over the next 12 months, considered the Company’s reasonable and supportable forecast period. As these factors change, the amount of the credit loss provision changes.
Three months ended June 30, 2024, compared with three months ended June 30, 2023: During the three months ended June 30, 2024, there was a provision for credit losses of $265 thousand compared to a provision for credit losses of $298 thousand during the three months ended June 30, 2023. The Company continues to estimate the allowance for credit losses with assumptions that anticipate low prepayment rates and continued market disruption caused by elevated inflation, supply chain issues and the impact of monetary policy on consumers and businesses. Net charge-offs for the three months ended June 30, 2024, were $1.2 million compared to net charge-offs of $857 thousand for the three months ended June 30, 2023. For the three months ended June 30, 2024, gross charge-offs were $1.4 million, offset by gross recoveries of $153 thousand. In comparison, gross charge-offs were $1.1 million for the three months ended June 30, 2023, offset by gross recoveries of $211 thousand.
Six months ended June 30, 2024, compared with six months ended June 30, 2023: During the six months ended June 30, 2024, there was a provision for credit losses of $1.3 million compared to a reversal of provision for credit losses of $68 thousand during the six months ended June 30, 2023. The provision for the six months ended is primarily attributable to the establishment of reserves on non-PCD loans acquired in the Rockhold acquisition. Net charge-offs for the six months ended June 30, 2024, were $1.9 million compared to net charge-offs of $1.2 million for the six months ended June 30, 2023. For the six months ended June 30, 2024, gross charge-offs were $2.3 million, offset by gross recoveries of $368 thousand. In comparison, gross charge-offs were $1.7 million for the six months ended June 30, 2023, offset by gross recoveries of $471 thousand.
Non-Interest Income
The primary sources of non-interest income are service charges and fees, debit card income, mortgage banking income, and increases in the value of bank-owned life insurance. Non-interest income does not include loan origination or other loan fees, which are recognized as an adjustment to yield using the interest method.
Three months ended June 30, 2024, compared with three months ended June 30, 2023: The following table provides a comparison of the major components of non-interest income for the three months ended June 30, 2024, and 2023.
2024 vs. 2023
Change
(112
(4.2
(1.2
15.0
20.3
26.3
43.3
282.1
Recovery on zero-basis purchased loans
102.8
Income (loss) from equity method investments
(44.6
970
(161
(14.2
Total other
611
30.6
653
7.9
Net gain (loss) on acquisition and branch sales
100.0
1,295
(98.0
2,008
28.9
Total non-interest income increased $2.0 million during the three months ended June 30, 2024, as compared to the same period in 2023. The increase is largely attributable to a decrease in losses on securities transactions and an increase in recovery on zero-basis purchased loans.
Six months ended June 30, 2024, compared with six months ended June 30, 2023: The following table provides a comparison of the major components of non-interest income for the six months ended June 30, 2024, and 2023
(88
(1.7
(139
(2.7
132
43.9
(601
(25.7
38.6
38.4
3,860
752.4
Income from equity method investments
(21.6
1,604
2,536
(932
(36.8
3,229
85.1
19,373
16,840
2,533
(100.0
1,306
(101.2
5,139
33.0
Total non-interest income increased $5.1 million during the six months ended June 30, 2024, as compared to the same period in 2023. The increase is largely attributable to increases in recovery on zero-basis purchased loans, net gain on the Rockhold merger and the lack of realized losses on securities transactions.
Non-Interest Expense
Three months ended June 30, 2024, compared with three months ended June 30, 2023: For the three months ended June 30, 2024, non-interest expense totaled $38.9 million, an increase of $5.7 million, when compared to the three months ended June 30, 2023. Changes in the various components of non-interest expense for the three months ended June 30, 2024, and 2023, are discussed in more detail in the following table.
2,590
17.0
847
28.8
543
12.1
133
8.1
3.4
10.9
14.6
157
33.9
1.3
Amortization of core deposit intangible
300
32.7
43.4
(76.1
(1,301
(29.4
3,454
10.4
5,741
17.3
Salaries and employee benefits: There was an increase in salaries and employee benefits of $2.6 million for the period ended June 30, 2024, as compared to the same period in 2023. The increase is primarily due to annual increases in employee salaries and additional payroll costs from the Rockhold merger.
Net occupancy and equipment: There was an increase in net occupancy and equipment costs of $847 thousand for the period ended June 30, 2024, as compared to the same period in 2023. The increase is primarily due to increases in repairs and maintenance expense, depreciation expense and utilities expense.
Data processing: There was an increase in data processing costs of $543 thousand for the period ended June 30, 2024, as compared to the same period in 2023. The increase is primarily due to the renewal of software licenses.
Amortization of core deposit intangible: Amortization of core deposit intangibles cost increased $300 thousand for the period ended June 30, 2024, as compared to the same period in 2023. The increase is due to the Rockhold merger.
Other: Other non-interest expenses consists of subscriptions, memberships and dues, employee expenses, including travel, meals, entertainment and education, supplies, printing, insurance, account related losses, correspondent bank fees, customer program expenses, losses net of gains on the sale of fixed assets, losses net of gains on the sale of repossessed assets other than real estate, other operating expenses, such as settlement of claims, losses from limited partnerships entered into for tax credits and provision for unfunded commitments. The primary driver of the decline from the comparative period is additional recognition of solar tax credits.
Merger expenses: To facilitate the Rockhold merger the Company realized expense of $2.3 million for the period ended June 30, 2024. No transactions were in process for the comparative period in 2023.
Six months ended June 30, 2024, compared with six months ended June 30, 2023: For the six months ended June 30, 2024, non-interest expense totaled $76.0 million, an increase of $9.7 million, when compared to the six months ended June 30, 2023. Changes in the various components of non-interest expense for the six months ended June 30, 2024, and 2023, are discussed in more detail in the following table.
3,995
12.5
1,503
25.8
1,455
4.7
121
5.0
22.6
286
305
33.1
(2.3
281
15.3
20.2
(257
(135.3
(26.2
Sub-Total
72,180
5,821
8.8
9,664
Salaries and employee benefits: There was an increase in salaries and employee benefits of $4.0 million for the period ended June 30, 2024, as compared to the same period in 2023. The increase is primarily due to increases in employee salaries and incentive compensation, additional payroll costs from the Rockhold merger, share-based compensation expense and employee insurance expense.
Net occupancy and equipment: There was an increase in net occupancy and equipment costs of $1.5 million for the period ended June 30, 2024, as compared to the same period in 2023. The increase is primarily due to increases in repairs and maintenance expense, depreciation expense and utilities expense.
Data processing: There was an increase in data processing costs of $1.5 million for the period ended June 30, 2024, as compared to the same period in 2023. The increase is primarily due to the renewal of software licenses.
Merger expenses: To facilitate the Rockhold merger the Company realized expense of $3.8 million for the period ended June 30, 2024, as compared to the same period in 2023.
Efficiency Ratio
The efficiency ratio is a supplemental financial measure utilized in the internal evaluation of performance and is not defined under GAAP. For a reconciliation of non-GAAP financial measures see “Non-GAAP Financial Measures” in this Item 2. Our efficiency ratio is computed by dividing non-interest expense, excluding merger expenses, by the sum of net interest income and non-interest income, excluding net gain or loss from securities transactions. Generally, an increase in the efficiency ratio indicates that more resources are being utilized to generate the same volume of income, while a decrease would indicate a more efficient allocation of resources.
The efficiency ratio was 66.0% for the three months ended June 30, 2024, compared with 69.5% for the three months ended June 30, 2023. The improvement was primarily due to an increase in net interest income offset slightly by an increase in non-interest expense net of merger related expenses.
The efficiency ratio was 65.6% for the six months ended June 30, 2024, compared with 69.6% for the six months ended June 30, 2023. The improvement was primarily due to an increase in net interest income offset slightly by an increase in non-interest expense net of merger related expenses.
Income Taxes
In general, the Company records income tax expense each quarter based on its estimate as to the full year’s effective tax rate which includes, in addition to statutory rates, estimated amounts for tax-exempt interest income, non-taxable life insurance income, non-deductible executive compensation, valuation allowance on deferred assets, other non-deductible expense, and federal and state income tax credits anticipated to be available in proportion to anticipated annual income before income taxes. Certain items, however, are given discrete period treatment and the tax effects for such items are therefore reported in the quarter that an event arises. Events or items that may give rise to discrete recognition include excess tax benefits or shortfalls with respect to share-based compensation, changes in tax law, and non-deductible merger expense.
Three months ended June 30, 2024, compared with three months ended June 30, 2023: The effective income tax rate for the three month period ended June 30, 2024, was 28.1% as compared to 11.5% for the three month period ended June 30, 2023. The increase in rate for the quarter ended June 30, 2024, was primarily attributable to an $11.5 million tax gain and related penalty recognized due to the surrender of BOLI in the quarter. In addition, there was a comparative reduction in the recognition of tax benefit related to solar tax investments recognized under the hypothetical liquidation book value, partially offset by a new solar tax investment entered into in the second quarter of 2024 which qualifies for the proportional amortization method.
Six months ended June 30, 2024, compared with six months ended June 30, 2023: The effective income tax rate for the six month period ended June 30, 2024, was 24.3% as compared to 14.5% for the six month period ended June 30, 2023. See drivers of change in the section above.
Total assets increased $210.9 million from December 31, 2023, to $5.25 billion at June 30, 2024. This variance was primarily due to an increase of available-for-sale securities of $122.5 million and loans held for investment of $121.5 million, partially offset by a decrease in cash and cash equivalents of $118.8 million. Total liabilities increased $202.4 million to $4.78 billion at June 30, 2024. The change in total liabilities is mostly due to increases in total deposits of $196.0 million and Federal Home Loan bank advances of $150.3 million, partially offset by a decrease in Federal Reserve Bank borrowings of $140.0 million. Total stockholders’ equity increased $8.6 million from $452.9 million at December 31, 2023, to $461.4 million at June 30, 2024, principally due to net income for the six months ended June 30, 2024, offset by the increase in treasury stock and unrealized losses on available for sale securities, net of tax.
Loan Portfolio
The following table summarizes our loan portfolio by type of loan as of the dates indicated.
Composition of Loan Portfolio
Percent
19.2
17.9
65,391
Real estate loans:
51.9
52.8
33,689
1.9
16.6
16.7
16,195
2.9
6.3
5.9
23,112
11.8
Total real estate loans
2,585,293
74.8
2,512,297
75.4
72,996
3.0
3.6
(14,245
(12.0
3.1
(2,636
(2.5
Total loans held for investment
99.9
121,506
Total loans held for sale
1,483
311.6
Total loans held for investment (net of allowances)
121,539
3.7
Our commercial loan portfolio consists of various types of loans, most of which are generally made to borrowers located in the Wichita, Kansas City, and Tulsa Metropolitan Statistical Areas (“MSAs”), as well as various community markets throughout Arkansas, Kansas, Missouri, and Oklahoma. The majority of our portfolio consists of commercial and industrial and commercial real
estate loans, and a substantial portion of our borrowers’ ability to honor their obligations is dependent on local economies in which they operate.
At June 30, 2024, gross total loans, including loans held for sale, were 79.6% of deposits and 65.9% of total assets. At December 31, 2023, gross total loans, including loans held for sale, were 80.4% of deposits and 66.2% of total assets.
We provide commercial lines of credit, working capital loans, commercial real estate loans (including loans secured by owner-occupied commercial properties), term loans, equipment financing, aircraft financing, real property acquisition and development loans, borrowing base loans, real estate construction loans, homebuilder loans, SBA loans, agricultural and agricultural real estate loans, letters of credit and other loan products to national and regional companies, real estate developers, mortgage lenders, manufacturing and industrial companies and other businesses. The types of loans we make to consumers include residential real estate loans, home equity loans, home equity lines of credit, installment loans, unsecured and secured personal lines of credit, overdraft protection, and letters of credit.
Commercial and industrial: Commercial and industrial loans include loans used to purchase fixed assets, to provide working capital or meet other financing needs of the business.
Commercial real estate: Commercial real estate loans include all loans secured by nonfarm nonresidential properties and multifamily residential properties, as well as 1-4 family investment-purpose real estate loans.
Residential real estate: Residential real estate loans include loans secured by primary or secondary personal residences. Pools of mortgages are occasionally purchased to expand our loan portfolio and provide additional loan income.
Agricultural real estate, Agricultural, Consumer and other: Agricultural real estate loans are loans related to farmland. Agricultural loans are primarily operating lines subject to annual farming revenues including productivity/yield of the agricultural commodities produced. Consumer loans are generally secured by consumer assets but may be unsecured.
The contractual maturity ranges of loans in our loan portfolio and the amount of such loans with predetermined interest rates and floating rates in each maturity range as of June 30, 2024, are summarized in the following table.
Loan Maturity and Sensitivity to Changes in Interest Rates
As of June 30, 2024
One yearor less
After one yearthrough fiveyears
After fiveyears through fifteen years
After fifteen years
221,938
370,235
68,356
3,189
Real Estate:
476,848
996,729
226,821
93,146
1,773
11,035
131,411
428,304
97,621
59,814
31,124
30,667
Total real estate
576,242
1,067,578
389,356
552,117
74,541
22,075
3,249
4,477
35,027
49,833
14,134
2,060
907,748
1,509,721
475,095
561,843
Loans with a predetermined fixed interest rate
350,801
621,809
120,122
262,082
1,354,814
Loans with an adjustable/floating interest rate
556,947
887,912
354,973
299,761
2,099,593
The contractual maturity ranges of loans in our loan portfolio and the amount of such loans with predetermined interest rates and floating rates in each maturity range as of December 31, 2023, are summarized in the following table.
As of December 31, 2023
171,879
345,693
77,886
2,869
369,311
1,063,226
247,300
80,018
1,447
10,091
128,077
416,713
73,882
84,802
27,559
9,871
444,640
1,158,119
402,936
506,602
80,659
30,948
2,851
4,129
31,832
50,779
19,077
2,002
729,010
1,585,539
502,750
515,602
289,816
685,903
127,602
273,488
1,376,809
439,194
899,636
375,148
242,114
1,956,092
We categorize 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, credit documentation, public information, current economic trends, and other factors. Loans are analyzed individually and classified based on credit risk. Consumer loans are considered pass credits unless downgraded due to payment status or reviewed as part of a larger credit relationship.
For additional information, see “NOTE 3 – LOANS AND ALLOWANCE FOR CREDIT LOSSES” in the Condensed Notes to Interim Consolidated Financial Statements.
Nonperforming Assets
The following table presents information regarding nonperforming assets at the dates indicated.
Nonaccrual loans
Accruing loans 90 or more days past due
OREO acquired through foreclosure, net
106
772
Other repossessed assets
462
Total nonperforming assets
27,194
26,457
Ratios:
Nonperforming assets to total assets
0.52
0.53
Nonperforming assets to total loans plus OREO and repossessed assets
0.79
Generally, loans are designated as nonaccrual when either principal or interest payments are 90 days or more past due based on contractual terms, unless the loan is well secured and in the process of collection. Consumer loans are typically charged off no later than 180 days past due. In all cases, loans are placed on nonaccrual, or charged off, at an earlier date if collection of principal or interest is considered doubtful. When a loan is placed on nonaccrual status, unpaid interest credited to income earned in the current year is reversed against income and unpaid interest earned in prior years is charged off. Future interest income may be recorded on a
cash basis after recovery of principal is reasonably assured. Nonaccrual loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
The nonperforming loans at June 30, 2024, consisted of 300 separate credits and 255 separate borrowers. We had 4 non-performing loan relationships, totaling $8.8 million, with an outstanding balance in excess of $1.0 million as of June 30, 2024.
There are several procedures in place to assist us in maintaining the overall quality of our loan portfolio. We have established underwriting guidelines to be followed by lenders and we also monitor delinquency levels for any negative or adverse trends. In accordance with applicable regulation, appraisals or evaluations are required to independently value real estate and are an important element to consider when underwriting loans secured in part or in whole by real estate. The value of real estate collateral provides additional support to the borrower’s credit capacity. There can be no assurance, however, that our loan portfolio will not become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.
Potential Problem Loans
Potential problem loans consist of loans that are performing in accordance with contractual terms, but for which management has concerns about the borrower’s ability to comply with repayment terms because of the borrower’s potential financial difficulties. Potential problem loans are assigned a grade of special mention or substandard. At June 30, 2024, the Company had $17.8 million in potential problem loans which were not included in either non-accrual or 90 days past due categories, compared to $11.1 million at December 31, 2023.
With respect to potential problem loans, all monitored and under-performing loans are reviewed and evaluated to determine if they are impaired. If we determine that a loan is impaired, then we evaluate the borrower’s overall financial condition to determine the need, if any, for possible write downs or appropriate additions to the allowance for credit losses based on the unlikelihood of full repayment of principal and interest in accordance with the contractual terms or the net realizable value of the pledged collateral.
Allowance for Credit Losses
Please see “Critical Accounting Policies – Allowance for Credit Losses” for additional discussion of our allowance policy.
In connection with our review of the loan portfolio, risk elements attributable to particular loan types or categories are considered when assessing the quality of individual loans. Some of the risk elements include the following items.
The following table presents, as of and for the periods indicated, an analysis of the allowance for credit losses and other related data.
For the Quarters Ended,
Commercial Real Estate
Commercial and Industrial
Residential Real Estate
Agricultural Real Estate
Allowance for credit losses (ACL)
Total loans outstanding (1)
Net (charge-offs) recoveries QTD
(1,157
(95
(1,227
Net (charge-offs) recoveries YTD
Average loan balance QTD (1)
1,803,940
578,955
3,458,093
Average loan balance YTD (1)
1,803,958
579,194
3,454,825
Non-accrual loan balance
Loans to total loans outstanding
ACL to total loans
0.8
2.5
1.0
0.5
Net charge-offs to average loans QTD
(0.2
(0.1
Net charge-offs to average loans YTD
(0.3
Non-accrual loans to total loans
0.4
1.2
ACL to non-accrual loans
210.1
254.9
169.0
35.1
42.9
218.8
163.8
1,764,460
583,664
560,389
202,317
104,510
107,330
(593
(857
1,768,751
565,500
3,335,700
1,758,803
567,604
3,320,571
2,728
4,572
2,916
1,883
2,511
360
14,970
53.1
17.6
16.9
6.1
3.2
0.9
2.6
1.6
0.3
1.8
610.4
332.3
303.7
31.0
51.3
547.5
297.6
Management believes that the allowance for credit losses at June 30, 2024, was adequate to cover current expected credit losses in the loan portfolio as of such date. There can be no assurance, however, that we will not sustain losses in future periods, which could be substantial in relation to the size of the allowance at June 30, 2024.
The allowance for credit losses on loans measured on a collective basis totaled $38.2 million, or 1.1% of the $3.42 billion in loans measured on a collective basis at June 30, 2024, compared to an allowance for credit losses of $38.8 million, or 1.2%, of the $3.30 billion in loans measured on a collective basis at December 31, 2023. The total reserve percentage to total loans was 1.3% at June 30, 2024, and 1.3% at December 31, 2023.
Securities
We use our securities portfolio to provide a source of liquidity, to provide an appropriate return on funds invested, to manage interest rate risk, to meet pledging requirements and to meet regulatory capital requirements. At June 30, 2024, securities represented 20.0% of total assets, slightly increasing from 18.3% at December 31, 2023.
At the date of purchase, debt securities are classified into one of two categories: held-to-maturity or available-for-sale. We do not purchase securities for trading purposes. At each reporting date, the appropriateness of the classification is reassessed. Investments in debt securities that are classified as held-to-maturity are carried at cost, and adjusted for the amortization of premiums and the accretion of discounts, only if management has the positive intent and ability to hold those securities to maturity. Debt securities that are not classified as held-to-maturity are classified as available-for-sale and are measured at fair value in the financial statements with unrealized gains and losses reported, net of tax, as accumulated comprehensive income or loss until realized. Interest earned on securities is included in total interest and dividend income. Also included in total interest and dividend income are dividends received on stock investments in the Federal Reserve Bank of Kansas City and the FHLB of Topeka. These stock investments are stated at cost.
The following table summarizes the amortized cost and fair value by classification of available-for-sale securities as of the dates shown.
Available-For-Sale Securities
Total available-for-sale securities
Held-To-Maturity Securities
Total held-to-maturity securities
At June 30, 2024, and December 31, 2023, we did not own securities of any one issuer (other than the U.S. government and its agencies or sponsored entities) for which aggregate par value exceeded 10% of consolidated stockholders’ equity at the reporting dates noted.
The following tables summarize the contractual maturity of debt securities and their weighted average yields as of June 30, 2024, and December 31, 2023. Expected maturities will differ from contractual maturities because issuers may have the right to call
73
or prepay obligations, with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately. Available-for-sale securities are shown at fair value and held-to-maturity securities are shown at cost, adjusted for the amortization of premiums and the accretion of discounts.
Due in one yearor less
Due after oneyear throughfive years
Due after fiveyears through10 years
Due after 10years
CarryingValue
Yield
11,793
5.20
28,871
4.43
32,716
1.84
1,752
2.02
3.37
83,357
11,682
4.36
4.11
50,757
3.91
153,909
3.03
399,181
4.45
4.04
10,923
7.37
45,172
5.28
4,895
5.61
1,978
4.61
State and political subdivisions(1)
3,784
2.68
9,198
32,362
2.01
30,781
2.30
111,431
4.32
269,054
3.10
562,757
3.73
Held-to-maturity securities:
3,026
5.02
4.93
4.99
4.62
2,200
4.91
272,080
3.12
564,957
3.85
1,047,402
3.74
31,337
1.65
1,750
69,843
5.39
4.47
40,978
3.78
137,929
350,236
4.26
3.80
2.27
8,001
41,682
4.63
5.09
5,587
5.44
2,140
2.08
3,963
2.09
6,138
2.34
30,789
2.00
32,021
2.38
73,806
5.21
74,530
247,324
2.82
523,988
3.60
526,197
3.61
921,857
Mortgage-backed securities are securities that have been developed by pooling a number of real estate mortgages which are principally issued by federal agencies such as Ginnie Mae, Fannie Mae, and Freddie Mac. Unlike U.S. Treasury and U.S. government agency securities, which have a lump sum payment at maturity, mortgage-backed securities provide cash flows from regular principal and interest payments and principal prepayments throughout the lives of the securities. Premiums and discounts on mortgage-backed securities are amortized and accreted over the expected life of the security and may be impacted by prepayments. As such, mortgage-backed securities which are purchased at a premium will generally produce decreasing net yields as interest rates drop because homeowners tend to refinance their mortgages, resulting in prepayments and an acceleration of premium amortization. Securities
purchased at a discount will reflect higher net yields in a decreasing interest rate environment, as prepayments result in an acceleration of discount accretion.
The contractual maturity of mortgage-backed securities is not a reliable indicator of their expected lives because borrowers have the right to prepay their obligations at any time. Monthly pay downs on mortgage-backed securities cause the average lives of these securities to be much different than their stated lives. At June 30, 2024, and December 31, 2023, 71.8% and 73.2% of the residential mortgage-backed securities held by us had contractual final maturities of more than ten years, with a weighted average life of 5.3 years and 5.3 years and a modified duration of 4.3 years and 4.4 years.
Goodwill Impairment Assessment
At June 30, 2024, we performed an interim qualitative analysis and concluded there were no indications that goodwill was impaired. For additional information, see “Goodwill” under "Critical Accounting Policies" in the Management's Discussion and Analysis of Financial Condition and Results of Operation.
Our lending and investing activities are primarily funded by deposits. A variety of deposit accounts are offered with a wide range of interest rates and terms including demand, savings, money market, and time deposits. We rely primarily on competitive pricing policies, convenient locations, comprehensive marketing strategy, and personalized service to attract and retain these deposits.
The following table shows our composition of deposits at June 30, 2024, and December 31, 2023.
Composition of Deposits
Percentof Total
Non-interest-bearing demand
22.7
21.7
Interest-bearing demand
1,100,694
25.4
998,822
24.1
1,459,397
33.6
1,484,985
35.8
18.3
18.4
Total deposits at June 30, 2024, were $4.34 billion, an increase of $196.0 million, or 4.7%, compared to total deposits of $4.15 billion at December 31, 2023.
Equity Bank participates in the Insured Cash Sweep (“ICS”) service that allows the Bank to break large non-time deposits into smaller amounts and place them in a network of other ICS banks to ensure FDIC insurance coverage on the entire deposit. These deposits are placed through ICS services but are Equity Bank’s customer relationships that management views as core funding. The Bank also participates in the Certificate of Deposit Account Registry Service (“CDARS”) program. CDARS allows the bank to break large time deposits into smaller amounts and place them in a network of other CDARS banks to ensure FDIC insurance coverage on the entire deposit. Reciprocal deposits are not considered brokered deposits as long as the aggregate balance is less than the lesser of 20% of total liabilities or $5.0 billion and Equity Bank is well capitalized and well rated. All non-reciprocal deposits and reciprocal deposits in excess of regulatory limits are considered brokered deposits.
The following table lists reciprocal and brokered deposits included in total deposits categorized by type at June 30, 2024, and December 31, 2023.
Reciprocal
374,763
382,614
Total interest-bearing demand
89,775
230,750
Total savings and money market
22,640
21,841
Non-reciprocal brokered
200,955
199,940
Total time
223,595
221,781
Total reciprocal and brokered deposits
688,133
835,145
The following table provides information on the maturity distribution of time deposits of $250 thousand or more as of June 30, 2024, and December 31, 2023.
3 months or less
93,000
65,449
27,551
42.1
Over 3 through 6 months
40,220
94,459
(54,239
(57.4
Over 6 through 12 months
87,394
18,082
69,312
383.3
Over 12 months
15,497
18,777
(3,280
(17.5
Total Time Deposits
236,111
196,767
39,344
20.0
Other Borrowed Funds
We utilize borrowings to supplement deposits to fund our lending and investing activities. Short-term borrowings and long-term borrowings include federal funds purchased and retail repurchase agreements, FHLB advances, Federal Reserve Bank borrowings, a bank stock loan, and subordinated debt. For additional information see “NOTE 6 – BORROWINGS” in the Condensed Notes to Interim Consolidated Financial Statement.
Liquidity
Market and public confidence in our financial strength and financial institutions in general will largely determine access to appropriate levels of liquidity. This confidence is significantly dependent on our ability to maintain sound asset quality and appropriate levels of capital reserves.
Liquidity is defined as the ability to meet anticipated customer demands for future funds under credit commitments and deposit withdrawals at a reasonable cost and on a timely basis. We measure our liquidity position by considering both on and off-balance sheet sources of and demands for funds on a daily, weekly, and monthly basis.
Liquidity risk involves the risk of being unable to fund assets with the appropriate duration and rate-based liabilities, as well as the risk of not being able to meet unexpected cash needs. Liquidity planning and management are necessary to ensure the ability to fund operations in a cost-effective manner and to meet current and future potential obligations such as loan commitments, lease obligations, and unexpected deposit outflows. In this process, we focus on both assets and liabilities, and the way they combine to provide adequate liquidity to meet our needs.
During the six months ended June 30, 2024, and 2023, our liquidity needs have primarily been met by core deposits, security and loan maturities, and amortizing security and loan portfolios. Other funding sources include federal funds purchased, brokered certificates of deposit, borrowings from the FHLB, and Federal Reserve Bank borrowings.
Our largest sources of funds are deposits and FHLB borrowings and largest uses of funds are loans and securities and debt servicing. Average loans were $3.46 billion for the six months ended June 30, 2024, an increase of 4.6% over the December 31, 2023, average balance. Excess deposits are primarily invested in our interest-bearing deposit account with the Federal Reserve Bank of
Kansas City, investment securities, federal funds sold or other short-term liquid investments until the funds are needed to fund loan growth. Our securities portfolio has a weighted average life of 5.3 years and a modified duration of 4.3 years at June 30, 2024.
Cash and cash equivalents were $260.3 million at June 30, 2024, a decrease of $118.8 million from the $379.1 million cash and cash equivalents at December 31, 2023. The decrease in cash and cash equivalents is driven by $176.4 million net cash used in financing activities offset by $29.0 million net cash provided by operating activities, $28.6 million net cash provided by investing activities. The $176.4 million net change in cash used in financing activities includes, $140.0 million in outflows for Federal Reserve borrowings, $153.8 million in outflows for the decrease in deposits, $14.4 million outflow for federal fund repurchased and retail repurchase agreements, $11.9 million outflow for the repurchase of treasury stock and $3.7 million for the payment of dividends on common stock, offset by an increase in FHLB line of credit of $150.3 million. Cash and cash equivalents at January 1, 2024, plus liquidity provided by operating activities, pay downs, sales, and maturities of investment securities and FHLB borrowings during the first six months of 2024 were primarily used to originate or purchase loans, to purchase investment securities and to facilitate the Rockhold merger. We believe that our daily funding needs can be met through cash provided by operating activities, payments and maturities on loans and investment securities, the core deposit base and FHLB advances and other borrowing relationships.
Off-Balance-Sheet Items
In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. Our exposure to credit loss is represented by the contractual amounts of these commitments. The same credit policies and procedures are used in making these commitments as for on-balance sheet instruments.
Standby and Performance Letters of Credit: For additional information see “NOTE 11 – COMMITMENTS AND CREDIT RISK” in the Condensed Notes to Interim Consolidated Financial Statement.
Commitments to Extend Credit: For additional information see “NOTE 11 – COMMITMENTS AND CREDIT RISK” in the Condensed Notes to Interim Consolidated Financial Statement.
Capital Resources
Capital management consists of providing equity to support our current and future operations. The federal bank regulators view capital levels as important indicators of an institution’s financial soundness. As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum capital relative to the amount and types of assets they hold. As a financial holding company and a state-chartered-Fed-member bank, the Company and Equity Bank are subject to regulatory capital requirements.
Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Management believes as of June 30, 2024, and December 31, 2023, the Company and Equity Bank meet all capital adequacy requirements to which they are subject.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized; although, these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as are asset growth and acquisitions, and capital restoration plans are required.
Failure to meet capital guidelines could subject the institution to a variety of enforcement remedies by federal bank regulatory agencies, including termination of deposit insurance by the FDIC, restrictions on certain business activities and appointment of the FDIC as conservator or receiver. As of June 30, 2024, the most recent notifications from the federal regulatory agencies categorized Equity Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as well capitalized, Equity Bank must maintain minimum Total capital, Tier 1 capital, Common Equity Tier 1 capital, and Tier 1 leverage ratios. For additional information, see “NOTE 8 – REGULATORY MATTERS” in the Condensed Notes to Interim Consolidated Financial Statements. There are no conditions or events since that notification that management believes have changed Equity Bank’s category.
We identify certain financial measures discussed in this Quarterly Report as being “non-GAAP financial measures.” In accordance with SEC’s rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP in our statements of income, balance sheet or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios, or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.
The non-GAAP financial measures that we discuss in this Quarterly Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the way we calculate the non-GAAP financial measures that we discuss in this Quarterly Report may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar to, or with names like, the non-GAAP financial measures we have discussed in this Quarterly Report when comparing such non-GAAP financial measures.
Tangible Book Value Per Common Share and Tangible Book Value Per Diluted Common Share: Tangible book value is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles (net of accumulated amortization), and other intangible assets (net of accumulated amortization); (b) tangible book value per common share as tangible common equity (as described in clause (a)) divided by shares of common stock outstanding; and (c) tangible book value per diluted common share as tangible common equity (as described in clause (a)) divided by diluted shares of common stock outstanding. For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is book value.
Management believes that these measures are important to many investors interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing our tangible book value.
The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity, tangible book value per common share, and tangible book value per diluted common share and compares these values with book value per common share.
As of the period ended
Less: goodwill
Less: core deposit intangibles, net
17,854
7,961
8,760
Less: mortgage servicing asset, net
Less: naming rights, net
Tangible common equity
Common shares issued at period end
15,200,194
15,327,799
15,428,251
15,413,064
15,396,739
Diluted common shares outstanding at period end
15,358,396
15,469,531
15,629,185
15,500,749
15,468,319
Book value per common share
Tangible book value per common share
Tangible book value per diluted common share
Tangible Common Equity to Tangible Assets: Tangible common equity to tangible assets is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate (a) tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles (net of accumulated amortization), and other intangible assets (net of accumulated amortization); (b) tangible assets as total assets less goodwill, core deposit intangibles (net of accumulated amortization), and other intangible assets (net of accumulated amortization); and (c) tangible common equity to tangible assets as tangible common equity (as described in clause (a)) divided by tangible assets (as described in clause (b)). For tangible common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is total stockholders’ equity to total assets.
Management believes that this measure is important to many investors in the marketplace interested in the relative changes from period to period in common equity and total assets, each exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing both total stockholders’ equity and total assets while not increasing tangible common equity or tangible assets.
The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets.
Tangible assets
5,174,776
5,167,042
4,973,194
4,883,094
5,031,874
Equity to assets
Tangible common equity to tangible assets
Adjusted Operating Return on Average Assets: Adjusted operating return on average assets is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate (a) adjusted non-core items as net income (loss) allocable to common stockholders plus tax effected day one provision day one provisioning to a competed merger transaction, merger expenses, tax effected non-core items and BOLI tax adjustment, less gain (loss) from securities transactions; (b) adjusted operating net income as net income (loss) allocable to common stockholders plus adjusted non-core items, tax effected non-core items and BOLI tax adjustments.
March 31,
September 30,
Add: Day 1 - Acquisition related provision
Less: Gain (loss) from securities transactions
Add: Merger expense
Less: Gain on acquisition
Adjusted non-core items
1,273
50,915
1,322
Tax effected non-core items
1,781
1,006
40,223
BOLI tax adjustment
1,730
Adjusted operating net income
15,227
15,074
11,924
12,342
12,500
GAAP earnings (loss) per diluted share
Adjusted earnings (loss) per diluted share
0.99
0.81
Total average assets
5,152,915
4,892,712
5,046,179
Adjusted Operating ROAA
Weighted average diluted common shares
15,569,225
15,417,200
15,507,172
Return on Average Tangible Common Equity: Return on average tangible common equity is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate (a) average tangible common equity as total average stockholders’ equity less average goodwill, core deposit intangibles (net of accumulated amortization), and other intangible assets (net of accumulated amortization); (b) adjusted net income allocable to common stockholders as net income allocable to common stockholders plus intangible asset amortization (net of taxes); and (c) return on average tangible common equity as annualized adjusted net income allocable to common stockholders (as described in clause (b)) divided by average tangible common equity (as described in clause (a)). For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity.
Management believes that this measure is important to many investors in the marketplace who are interested in earnings quality on tangible common equity. Goodwill and other intangible assets have the effect of increasing total stockholders’ equity while not increasing tangible common equity.
The following table reconciles, as of the dates set forth below, return on average stockholders’ equity and return on average tangible common equity.
For the three months ended
Total average stockholders’ equity
460,244
423,207
426,260
Less: average intangible assets
62,203
61,756
62,635
Average tangible common equity
383,899
398,041
361,451
363,625
361,409
935
835
Less: tax effect
Adjusted net income allocable to common stockholders
12,707
14,807
(27,687
13,001
12,210
Return on total average stockholders’ equity (ROAE) annualized
Efficiency Ratio: The efficiency ratio is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate the efficiency ratio by dividing non-interest expense, excluding merger expenses, by the sum of net interest income and non-interest income, excluding net gain on acquisition and branch sales, and net gain (loss) from securities transactions. The GAAP-based efficiency ratio is non-interest expense divided by net interest income plus non-interest income.
In management’s judgment, the adjustments made to non-interest expense and non-interest income allow investors and analysts to better assess operating expenses in relation to operating revenue by removing merger expenses, net gain (loss) from securities transactions, and net gain in acquisition and branch sales.
The following table reconciles, as of the dates set forth below, the efficiency ratio to the GAAP-based efficiency ratio.
37,152
Less: merger expense
Non-interest expense, excluding merger expense
34,701
11,731
(43,414
8,735
Less: net gain on acquisition and branch sales
1,239
Less: net gain (loss) from securities transactions
Non-interest income, excluding net gain (loss) from securities transactions and net gain on acquisition and branch sales
10,449
Net interest income plus non-interest income, excluding net gain on acquisition and branch sales and net gain (loss) from securities transactions
55,401
54,631
46,671
49,748
47,701
Non-interest expense to net interest income plus non-interest income
70.12
66.45
(886.70
68.84
71.43
Item 3: Quantitative and Qualitative Disclosures about Market Risk
Our asset-liability policy provides guidelines for effective funds management and management has established a measurement system for monitoring net interest rate sensitivity position within established guidelines.
As a financial institution, the primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most assets and liabilities and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short-term maturity. Interest rate risk is the potential of economic gains or losses due to future interest rate changes. These changes can be reflected in future net interest income and/or fair market values. The objective is to measure the effect on net interest income (“NII”) and economic value of equity (“EVE”) and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.
We manage interest rate exposure by structuring the balance sheet in the ordinary course of business. We have the ability to enter into instruments such as leveraged derivatives, interest rate swaps, financial options, financial futures contracts or forward delivery contracts for the purpose of reducing interest rate risk. Currently, we do not have a material exposure to these instruments. We also have the ability to enter into interest rate swaps as an accommodation to our customers in connection with an interest rate swap program. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.
Our exposure to interest rate risk is managed by the Asset Liability Committee (“ALCO”), which is composed of certain members of senior management, in accordance with policies approved by the Board of Directors. ALCO formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, ALCO considers the impact on earnings and capital of the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors. ALCO meets monthly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, securities purchased and sale activities, commitments to originate loans and the maturities of investment securities and borrowings. Additionally, the ALCO reviews liquidity, projected cash flows, maturities of deposits and consumer and commercial deposit activity.
ALCO uses a simulation analysis to monitor and manage the pricing and maturity of assets and liabilities in order to diminish the potential adverse impact that changes in interest rates could have on net interest income. The simulation tests the sensitivity of NII and EVE. Contractual maturities and repricing opportunities of loans are incorporated in the simulation model as are prepayment assumptions, maturity data and call options within the investment securities portfolio. Assumptions based on past experience are incorporated into the model for non-maturity deposit accounts. All assumptions are as of the base period without consideration of preceding market rate changes and any lag in impact to NII. The depicted expectations are management's estimate exclusive of any non-contractual lagging impacts that have not yet been realized in income from preceding changes to interest rates. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure the future NII and EVE. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.
The change in the impact of net interest income from the base case for June 30, 2024, and December 31, 2023, was primarily driven by the rate and mix of variable and fixed rate financial instruments, the underlying duration of the financial instruments and the level of response to changes in the interest rate environment.
The decrease in the level of positive impact to net interest income in the up interest rate shock scenarios is due to the level of adjustable rate loans receivable that will reprice to higher interest rates, non-term deposits that will adjust to higher rates, the use of derivatives to hedge borrowing costs, and decreased levels of cash on the balance sheet compared to December 31, 2023. These factors result in an overall positive impact to net interest income at June 30, 2024, but at a reduced level from the December 31, 2023, simulation that are detailed in the table below. In the down interest rate shock scenario, the main drivers of the negative impact on net interest income are the downward pricing of variable rate loans receivable and the level of term deposit repricing; and the assumed prepayment and scheduled repayment of existing fixed rate loans receivable and fixed rate investments. These factors result in the negative impact to net interest income in the down interest rate shock scenario.
The change in the economic value of equity from the base case for June 30, 2024, and December 31, 2023, is due to being in a liability sensitive position and the level of convexity in our pre-payable assets. Generally, with a liability sensitive position, as interest rates increase, the value of your assets decrease faster than the value of liabilities and, as interest rates decrease, the value of your assets increase at a faster rate than liabilities. Due to the level of convexity in our fixed rate pre-payable assets, we do not experience a similar change in the value of assets in a down interest rate shock scenario; however, due to the current level of convexity in our fixed rate pre-payable assets becoming less negative and positive, in some cases, on a portion of or portfolio has resulted in the overall value of assets increasing more than liabilities. In addition, the mix of interest-bearing deposit and non-interest-bearing deposits impact the level of deposit decay and the resulting benefit of discounting from the non-interest-bearing deposits. At June 30, 2024, non-interest-bearing deposits were approximately $86.7 million, or 9.66%, higher than that deposit type at December 31, 2023. Substantially all investments and approximately 39.1% of loans are prepayable and fixed rate and as rates decrease the level of modeled prepayments increase. The prepaid principal is assumed to reprice at the assumed current rates, resulting in a smaller positive impact to the economic value of equity.
Management utilizes static balance sheet rate shocks to estimate the potential impact on various rate scenarios. This analysis estimates a percentage of change in the metric from the stable rate base scenario versus alternative scenarios of rising and falling market interest rates by instantaneously shocking a static balance sheet. The following table summarizes the simulated immediate change in net interest income for twelve months as of the dates indicated.
Market Risk
Impact on Net Interest Income
Change in prevailing interest rates
+300 basis points
6.7
10.3
+200 basis points
4.5
6.8
+100 basis points
3.3
0 basis points
-100 basis points
(1.5
(2.1
-200 basis points
(3.1
(4.3
-300 basis points
(5.1
(7.3
The following table summarizes the simulated immediate impact on economic value of equity as of the dates indicated.
Impact on Economic Valueof Equity
(7.2
(7.4
(2.2
(2.9
(7.6
(5.3
Item 4: Controls and Procedures
Evaluation of disclosure controls and procedures
An evaluation of the effectiveness of the design and operation of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q was performed under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management was required to apply judgment in evaluating its controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC rules and forms.
Changes in internal control over financial reporting
There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1: Legal Proceedings
From time to time, we are a party to various litigation matters incidental to the conduct of our business. See “NOTE 12 – LEGAL MATTERS” of the Condensed Notes to Interim Consolidated Financial Statements under Item 1 to this Quarterly report for a complete discussion of litigation matters.
Item 1A: Risk Factors
There have been no material changes in the Company’s risk factors previously disclosed in our Annual Report on Form 10-K filed with the SEC on March 7, 2024.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
Repurchase of Common Stock
In September of 2022, the Company's Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company's outstanding common stock, from time to time, beginning October 1, 2022, and concluded on September 30, 2023. The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares and it could be extended, modified or discontinued at any time without notice. Under this program, during the years ended December 31, 2022, and 2023, the Company repurchased a total of 832,893 shares of the Company’s outstanding common stock at an average price paid of $27.89 per share. At September 30, 2023, there are 167,107 shares remaining under the program that expired on September 30, 2023.
On July 26, 2023, the Board of Directors of Equity Bancshares, Inc. approved a share repurchase plan for up to 1,000,000 shares of outstanding common stock beginning on October 1, 2023, and concluding on September 30, 2024. The repurchase program does not obligate Equity to acquire a specific dollar amount or number of shares, and it may be extended, modified or discontinued at any time without notice. Non-objection from the Federal Reserve Bank of Kansas City related to this repurchase plan was received September 27, 2023.
Date
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
April 1, 2024 through April 30, 2024
73,148
33.19
717,261
May 1, 2024 through May 31, 2024
29,608
33.85
687,653
June 1, 2024 through June 30, 2024
50,226
33.27
637,427
152,982
33.35
Item 3: Defaults Upon Senior Securities
None
Item 4: Mine Safety Disclosures
Not applicable.
Item 5: Other Information
During the six months ended June 30, 2024, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such defined in Item 408 of Regulation S-K of the Securities Act of 1933).
Item 6: Exhibits
Exhibit
No.
Description
2.1
Agreement and Plan of Merger, dated April 18, 2024, by and among Equity Bancshares, Inc., KL Merger SUB, Inc., and Kansasland Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to Equity Bancshares, Inc.'s Current Report on Form 8-K filed with the SEC on April 22, 2024).
10.1
First Amendment to the Equity Bancshares, Inc. 2022 Omnibus Equity Incentive Plan (incorporated by reference to Appendix A to Equity Bancshares, Inc.'s Definitive Proxy Statement Schedule 14A, filed with the SEC on March 14, 2024).
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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 document).
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
104*
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
* Filed herewith.
** These exhibits are furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
Represents a management contract or a compensatory plan or arrangement.
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.
August 9, 2024
By:
/s/ Brad S. Elliott
Brad S. Elliott
Chairman and Chief Executive Officer
/s/ Chris M. Navratil
Chris M. Navratil
Executive Vice President and Chief Financial Officer
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