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 March 31, 2021
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 0-13368
FIRST MID BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Delaware
37-1103704
(State or other jurisdiction of incorporation or organization)
(I.R.S. employer identification no.)
1421 Charleston Avenue
Mattoon, Illinois
61938
(Address of principal executive offices)
(Zip code)
(217) 234-7454
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
FMBH
NASDAQ Global Market
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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
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 May 11, 2021 16,736,442 common shares, $4.00 par value, were outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS
First Mid Bancshares, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except share data)
March 31, 2021
December 31, 2020
Assets
Cash and due from banks:
Non-interest bearing
$
78,481
75,152
Interest bearing
329,745
340,821
Federal funds sold
1,321
1,308
Cash and cash equivalents
409,547
417,281
Certificates of deposit
2,695
Investment securities:
Available-for-sale, at fair value
1,087,948
879,240
Held-to-maturity, at amortized cost (estimated fair value of $7,125 and $5,119 at
March 31, 2021 and December 31, 2020, respectively)
7,045
5,016
Equity securities, at fair value
300
218
Loans held for sale
4,693
1,924
Loans
3,938,406
3,136,495
Less allowance for credit losses
(55,418
)
(41,910
Net loans
3,882,988
3,094,585
Interest receivable
20,218
19,287
Other real estate owned
13,339
2,489
Premises and equipment, net
86,654
58,206
Goodwill
113,948
104,992
Intangible assets, net
24,658
23,128
Bank owned life insurance
124,925
68,955
Right of use lease assets
17,424
17,209
Other assets
40,888
31,123
Total assets
5,837,270
4,726,348
Liabilities and Stockholders’ Equity
Deposits:
1,185,181
936,926
3,552,512
2,755,858
Total deposits
4,737,693
3,692,784
Securities sold under agreements to repurchase
212,503
206,937
Interest payable
3,214
2,345
FHLB borrowings
116,861
93,969
Junior subordinated debentures, net
19,069
19,027
Subordinated debt, net
94,289
94,253
Lease liabilities
17,578
17,351
Other liabilities
34,179
31,454
Total liabilities
5,235,386
4,158,120
Stockholders’ Equity:
Common stock, $4 par value; authorized 30,000,000 shares; issued 18,662,947 and
17,361,898 shares in 2021 and 2020, respectively
76,652
71,449
Additional paid-in capital
338,897
297,806
Retained earnings
198,408
197,726
Deferred compensation
1,597
2,980
Accumulated other comprehensive income
5,087
17,095
Less treasury stock at cost, 620,691 shares in 2021 and 2020
(18,757
(18,828
Total stockholders’ equity
601,884
568,228
Total liabilities and stockholders’ equity
See accompanying notes to unaudited condensed consolidated financial statements.
2
Condensed Consolidated Statements of Income (unaudited)
(In thousands, except per share data)
Three months ended March 31,
2021
2020
Interest income:
Interest and fees on loans
35,886
30,027
Interest on investment securities
4,842
4,589
Interest on certificates of deposit investments
14
31
Interest on federal funds sold
—
Interest on deposits with other financial institutions
74
92
Total interest income
40,816
34,741
Interest expense:
Interest on deposits
2,484
3,861
Interest on securities sold under agreements to repurchase
70
194
Interest on FHLB borrowings
374
580
Interest on other borrowings
15
Interest on junior subordinated debentures
140
Interest on subordinated debentures
984
Total interest expense
4,052
4,868
Net interest income
36,764
29,873
Provision for loan losses
12,136
5,481
Net interest income after provision for loan losses
24,628
24,392
Other income:
Wealth management revenues
4,926
3,626
Insurance commissions
5,857
6,621
Service charges
1,364
1,778
Securities gains, net
4
531
Mortgage banking revenue, net
1,409
308
ATM / debit card revenue
2,699
1,987
637
431
Other
853
1,228
Total other income
17,749
16,510
Other expense:
Salaries and employee benefits
23,487
16,500
Net occupancy and equipment expense
4,970
4,242
Net other real estate owned expense
78
(46
FDIC insurance
452
93
Amortization of intangible assets
1,220
1,295
Stationery and supplies
316
268
Legal and professional
1,402
1,398
ATM / debit card
838
605
Marketing and donations
502
481
4,335
2,895
Total other expense
37,600
27,731
Income before income taxes
4,777
13,171
Income taxes
668
3,172
Net income
4,109
9,999
Per share data:
Basic net income per common share
0.24
0.60
Diluted net income per common share
Cash dividends declared per common share
0.205
3
Condensed Consolidated Statements of Comprehensive Income (unaudited)
(in thousands)
Other Comprehensive Income (Loss)
Unrealized losses on available-for-sale securities, net of taxes of $4,903 and $1,139 for three months ended March 31, 2021 and 2020, respectively
(12,005
(2,789
Amortized holding losses on held-to-maturity securities transferred from available-for- sale, net of taxes of $0 and ($5) for three months ended March 31, 2021 and 2020, respectively
Less: reclassification adjustment for realized gains included in net income, net of taxes of $1 and $154 for three months ended March 31, 2021 and 2020, respectively
(3
(377
Other comprehensive income, net of taxes
(12,008
(3,151
Comprehensive income (loss)
(7,899
6,848
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
For the three months ended March 31, 2021 and 2020
Common
Stock
Additional
Paid-In-
Capital
Retained
Earnings
Deferred
Compensation
Accumulated
Comprehensive
Income (Loss)
Treasury
Total
Other comprehensive income, net tax
Cash dividends on common stock (.205/share)
(3,427
Issuance of 4,896 common shares pursuant to the Dividend Reinvestment Plan
17
154
171
Issuance of 18,397 common shares pursuant to Deferred Compensation Plan
18
Issuance of 27,750 restricted shares pursuant to the 2017 Stock Incentive Plan
111
832
943
Issuance of 2,375 common shares pursuant to the 2017 Stock Incentive Plan
10
75
85
Issuance of 1,262,246 common shares pursuant to acquisition of LINCO Bancshares, Inc., net proceeds
5,049
39,142
44,191
Issuance of 3,142 common shares pursuant to the Employee Stock Purchase Plan
13
62
Deferred Compensation
(71
71
Tax benefit related to deferred compensation distributions
179
Grant of restricted units pursuant to 2017 Stock Incentive Plan
1,216
Release of restricted units pursuant to 2017 Stock Incentive Plan
(584
Vested restricted shares/units compensation expense
(1,312
December 31, 2019
71,152
295,925
166,667
2,760
8,360
(18,255
526,609
Cumulative change in accounting principal for adoption of ASU 2016-13
(717
December 31, 2019 (as adjusted for change in accounting principal)
165,950
525,892
Issuance of 25,200 restricted shares pursuant to the 2017 Stock Incentive Plan
101
767
868
Issuance of 3,804 common shares pursuant to the Employee Stock Purchase Plan
86
(5
5
22
584
(516
(733
March 31, 2020
71,268
296,853
175,949
2,022
5,209
(18,250
533,051
Condensed Consolidated Statements of Cash Flows (unaudited)
(In thousands)
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion, net
2,692
2,721
Change in cash surrender value of bank owned life insurance
(637
(431
Stock-based compensation expense
262
204
Operating lease payments
(711
(677
Gains on investment securities, net
(4
(531
Gain on sales of repossessed assets, net
(35
(162
Gain on sale of premises and equipment
(26
Gains on sale of loans held for sale, net
(1,229
(353
Decrease in accrued interest receivable
2,034
155
(Decrease) increase in accrued interest payable
(164
Origination of loans held for sale
(42,379
(20,039
Proceeds from sale of loans held for sale
40,839
20,961
Increase in other investment
(84
(Increase) decrease in other assets
454
(937
Decrease in other liabilities
3,844
413
Net cash provided by operating activities
21,553
16,614
Cash flows from investing activities:
Proceeds from maturities of certificates of deposit investments
1,225
Purchases of certificates of deposit investments
(980
Proceeds from maturities of securities available-for-sale
68,541
108,666
Proceeds from maturities of securities held-to-maturity
45,000
Purchases of securities available-for-sale
(177,116
(44,830
Net (increase) decrease in loans
26,319
(50,059
Purchases of premises and equipment
(1,195
(786
Proceeds from sales of other real property owned
116
1,211
Investment in banked owned life insurance
(25,000
Net cash provided by acquisition
27,061
Net cash (used in) provided by investing activities
(81,274
59,447
Cash flows from financing activities:
Net increase (decrease) in deposits
54,499
(8,739
Decrease in federal funds purchased
(5,000
Increase in repurchase agreements
5,566
23,540
Proceeds from FHLB advances
15,000
Repayment of FHLB advances
(9,000
Proceeds from long-term debt
5,000
Proceeds from issuance of common stock
Dividends paid on common stock
(3,257
Net cash provided by financing activities
51,987
20,886
Increase (decrease) in cash and cash equivalents
(7,734
96,947
Cash and cash equivalents at beginning of period
85,080
Cash and cash equivalents at end of period
182,027
6
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest
3,183
5,100
Supplemental disclosures of noncash investing and financing activities
Loans transferred to other real estate
45
184
Dividends reinvested in common stock
Net tax benefit related to option and deferred compensation plans
Supplemental dislosure of purchase of capital stock of LINCO Bancshares, Inc.
Fair value of assets acquired
1,173,443
-
Consideration paid:
Cash paid
103,500
Common stock issued
Total consideration paid
147,691
Fair value of liabilities assumed
1,025,752
7
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 1 -- Basis of Accounting and Consolidation
The unaudited condensed consolidated financial statements include the accounts of First Mid Bancshares, Inc. (“Company”) formerly known as First Mid-Illinois Bancshares, Inc., and its wholly owned subsidiaries: First Mid Bank & Trust, N.A. (“First Mid Bank”), Providence Bank (“Providence Bank”), First Mid Wealth Management Company, Mid-Illinois Data Services, Inc. (“MIDS”), First Mid Insurance Group, Inc. (“First Mid Insurance”) and First Mid Captive, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. The financial information reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the results of the interim periods ended March 31, 2021 and 2020, and all such adjustments are of a normal recurring nature. Certain amounts in the prior year’s consolidated financial statements may have been reclassified to conform to the March 31, 2021 presentation and there was no impact on net income or stockholders’ equity. The results of the interim period ended March 31, 2021 are not necessarily indicative of the results expected for the year ending December 31, 2021. The Company operates as a one-segment entity for financial reporting purposes. The 2020 year-end consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.
The unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all of the information required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements and related footnote disclosures although the Company believes that the disclosures made are adequate to make the information not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2020 Annual Report on Form 10-K.
COVID-19
The COVID-19 outbreak is an unprecedented event that provides significant economic uncertainty for a broad spectrum of industries. The Company is focused on supporting its customers, communities and employees during this unique operating environment. Throughout this document, the Company describes the impact COVID-19 is having, actions taken as a result of COVID-19, and certain risks to the Company that COVID-19 creates or exacerbates, as well as management's outlook on the current COVID-19 situation.
Subordinated Debt Offering
On October 6, 2020, the Company issued and sold $96.0 million in aggregate principal amount of its 3.95% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”).
The Notes were issued pursuant to the Indenture, dated as of October 6, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of October 6, 2020 (the “Supplemental Indenture”), between the Company and the Trustee. The Base Indenture, as amended and supplemented by the Supplemental Indenture, governs the terms of the Notes and provides that the Notes are unsecured, subordinated debt obligations of the Company and will mature on October 15, 2030. From and including the date of issuance to, but excluding October 15, 2025, the Notes will bear interest at an initial rate of 3.95% per annum. From and including October 15, 2025 to, but excluding the maturity date or earlier redemption, the Notes will bear interest at a floating rate equal to three-month Term SOFR plus a spread of 383 basis points, or such other rate as determined pursuant to the Supplemental Indenture, provided that in no event shall the applicable floating interest rate be less than zero per annum.
The Company may, beginning with the interest payment date of October 15, 2025, and on any interest payment date thereafter, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the Notes at any time, including prior to October 15, 2025, at the Company’s option, in whole but not in part, if: (i) a change or prospective change in law occurs that could prevent the Company from deducting interest payable on the Notes for U.S. federal income tax purposes; (ii) a subsequent event occurs that could preclude the Notes from being recognized as Tier 2 capital for regulatory capital purposes; or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended; in each case, at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest to but excluding the redemption date.
8
Website
The Company maintains a website at www.firstmid.com. All periodic and current reports of the Company and amendments to these reports filed with the Securities and Exchange Commission (“SEC”) can be accessed, free of charge, through this website as soon as reasonably practicable after these materials are filed with the SEC.
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations and cash flows of the Company.
Loan Purchase
On April 21, 2020, First Mid Bank completed an acquisition of loans in the St. Louis metro market totaling $183 million. There were no loans purchased with deteriorated credit.
Stock Plans
At the Annual Meeting of Stockholders held April 26, 2017, the stockholders approved the First Mid-Illinois Bancshares, Inc. 2017 Stock Incentive Plan (“SI Plan”). The SI Plan was implemented to succeed the Company’s 2007 Stock Incentive Plan, which had a ten-year term. The SI Plan is intended to provide a means whereby directors, employees, consultants and advisors of the Company and its subsidiaries may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company and its subsidiaries, thereby advancing the interests of the Company and its stockholders. Accordingly, directors and selected employees, consultants and advisors may be provided the opportunity to acquire shares of common stock of the Company on the terms and conditions established in the SI Plan.
Following the stockholders’ approval at the 2021 annual meeting of the Company, a maximum of 399,983 shares of common stock may be issued under the SI Plan. There have been no stock options awarded under any Company plan since 2008. The Company has awarded 27,750 and 25,200 shares of restricted stock during 2021 and 2020, respectively, and 16,950 and 16,200 restricted stock units during 2021 and 2020, respectively.
Employee Stock Purchase Plan
At the Annual Meeting of Stockholders held April 25, 2018, the stockholders approved the First Mid-Illinois Bancshares, Inc. Employee Stock Purchase Plan (“ESPP”). The ESPP is intended to promote the interests of the Company by providing eligible employees with the opportunity to purchase shares of common stock of the Company at a 5% discount through payroll deductions. The ESPP is also intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code.
A maximum of 600,000 shares of common stock may be issued under the ESPP. As of March 31, 2021 and 2020, 3,142 shares and 3,804 shares, respectively, were issued pursuant to the ESPP.
Captive Insurance Company
First Mid Captive, Inc. (the “Captive"), a wholly owned subsidiary of the Company which was formed and began operations in December 2019, is a Nevada-based captive insurance company. The Captive insures against certain risks unique to operations of the Company and its subsidiaries for which insurance may not be currently available or economically feasible in today's insurance marketplace. The Captive pools resources with several other similar insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves. The Captive is subject to regulations of the State of Nevada and undergoes periodic examinations by the Nevada Division of Insurance. It has elected to be taxed under Section 831(b) of the Internal Revenue Code. Pursuant to Section 831(b), if gross premiums do not exceed $2,300,000, then the Captive is taxable solely on its investment income. The Captive is included in the Company's consolidated financial statements and its federal income return.
9
Bank Owned Life Insurance
First Mid Bank has purchased life insurance policies on certain senior management. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts that are probable at settlement.
Revenue Recognition
Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), establishes a revenue recognition model for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. Most of the Company’s revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as loans and investment securities, and revenue related to mortgage servicing activities, which are subject to other accounting standards. A description of the revenue-generating activities that are within the scope of ASC 606, and included in other income in the Company’s condensed consolidated statements of income are as follows:
Trust revenues. The Company generates fee income from providing fiduciary services through its subsidiary, First Mid Wealth Management Company. Fees are billed in arrears based upon the preceding period account balance. Revenue from farm management services is recorded when the service is complete, for example when crops are sold.
Brokerage commissions. Revenue is recorded at the beginning of each quarter through billing to customers based on the account asset size on the last day of the previous quarter. If a withdrawal of funds takes place, a prorated refund may occur; this is reflected within the same quarter as the original billing occurred. All performance obligations are met within the same quarter that the revenue is recorded.
Insurance commissions. The Company’s insurance agency subsidiary, First Mid Insurance, receives commissions on premiums of new and renewed business policies. First Mid Insurance records commission revenue on direct bill policies as the cash is received. For agency bill policies, First Mid Insurance retains its commission portion of the customer premium payment and remits the balance to the carrier. In both cases, the entire performance obligation is held by the carriers.
Service charges on deposits. The Company generates revenue from fees charged for deposit account maintenance, overdrafts, wire transfers, and check fees. The revenue related to deposit fees is recognized at the time the performance obligation is satisfied.
ATM/debit card revenue. The Company generates revenue through service charges on the use of its ATM machines and interchange income from the use of Company issued credit and debit cards. The revenue is recognized at the time the service is used and the performance obligation is satisfied.
Other income. Treasury management fees and lock box fees are received and recorded after the service performance obligation is completed. Merchant bank card fees are received from various vendors; however, the performance obligation is with the vendors. The Company records gains on the sale of loans and the sale of OREO properties after the transactions are complete and transfer of ownership has occurred.
As each of the Company’s facilities is in markets with similar economies, no disaggregation of revenue is necessary.
Accumulated Other Comprehensive Income
The components of accumulated other comprehensive income included in stockholders’ equity as of March 31, 2021 and December 31, 2020 are as follows (in thousands):
Unrealized Gain
(Loss) on
Securities
Net unrealized gains on securities available-for-sale
7,165
Tax expense
(2,078
Balance at March 31, 2021
24,077
(6,982
Balance at December 31, 2020
Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the three months ended March 31, 2021 and 2020, were as follows (in thousands):
Amounts Reclassified from
Other Comprehensive Income
Affected Line Item in the Statements of Income
Realized gains on available-for-sale securities
Tax effect
(1
(154
Total reclassifications out of accumulated other
comprehensive income
377
Net reclassified amount
See “Note 3 – Investment Securities” for more detailed information regarding unrealized losses on available-for-sale securities.
Adoption of New Accounting Guidance
Accounting Standards Update 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). In August 2018, FASB issued ASU 2018-13. This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the changes, an entity will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019. As ASU 2018-13 only revises disclosure requirements, it did not have a material impact on the Company’s consolidated financial statements.
Accounting Standards Update 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments (“ASU 2016-13”). In June 2016, FASB issued ASU 2016-13. The provisions of ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for sale debt securities. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted.
11
Management formed an internal, cross functional committee in 2017 to evaluate implementation steps and assess the impact ASU 2016-13 would have on the Company’s consolidated financial statements. The committee assigned roles and responsibilities, key tasks to complete, and established a general time-line for implementation. The Company also engaged an outside consultant to assist with the methodology review and data validation, as well as other key aspects of implementing the standard. The committee met periodically to discuss the latest developments and ensure progress was being made. In addition, the committee kept current on evolving interpretations and industry practices related to ASU 2016-13. The committee evaluated and validated data resources and different loss methodologies. Key implementation activities for 2019 included finalization of models, establishing processes and controls, development of supporting analytics and documentation, policies and disclosure, and implementing parallel processing.
The Company adopted ASU 2016-13 using the modified retrospective method for financial assets measured at amortized cost-effective January 1, 2020. Results for the periods beginning after January 1, 2020 are presented under ASU 2016-13 while prior period amounts are reported in accordance with the previously applicable accounting standards. The Company recorded a reduction to retained earnings of approximately $717,000 upon adoption of ASU 2016-13. The transition adjustment included an increase to the allowance for credit losses on loans of $1.7 million and an increase to the allowance for credit losses on off-balance sheet credit exposure of $69,000. There was no allowance for credit losses recorded for held-to- maturity debt securities. The transition adjustment included corresponding increases in deferred tax assets.
The Company adopted ASU 2016-13 using the prospective transition approach for financial assets considered purchased credit deteriorated ("PCD") that were previously classified as purchase credit impaired ("PCI") and accounted for under ASC 310-30 effective January 1, 2020. In accordance with the standard, the Company did not reassess whether the PCI assets met the criteria of PCD assets as of the adoption date. The amortized cost of the PCD assets were adjusted to reflect the addition of $833,000 to the allowance for credit losses. The remaining noncredit discount (based on the adjusted amortized cost) will be accreted into interest income at the effective interest rate over the remaining life of the assets.
The following table illustrates the impact of ASU 2016-13 adoption (in thousands):
January 1, 2020
As reported
Pre-ASU
Impact of ASU
under ASU
2016-13
Adoption
Assets:
Construction & Land Development
1,033
1,146
(113
Farm
1,323
1,093
230
1-4 Family Residential Properties
2,142
1,386
756
Commercial Real Estate
11,739
11,198
541
Agricultural
1,023
(363
Commercial & Industrial
9,428
9,273
Consumer
1,895
1,429
466
Allowance for credit losses for all loans
28,583
26,911
1,672
Liabilities:
Allowance for credit losses on off-balance sheet exposures
69
The following table illustrates the impact of ASU 2013-13 adoption for PCD assets previously classified as PCI included in the table above (in thousands):
291
48
42
818
359
459
41
Allowance for credit losses for PCD loans
1,198
365
833
12
Note 2 -- Earnings Per Share
Basic net income per common share available to common stockholders is calculated as net income less preferred stock dividends divided by the weighted average number of common shares outstanding. Diluted net income per common share available to common stockholders is computed using the weighted average number of common shares outstanding, increased by the Company’s stock options, unless anti-dilutive.
The components of basic and diluted net income per common share available to common stockholders for the three months ended March 31, 2021 and 2020 were as follows:
Basic Net Income per Common Share
Available to Common Stockholders:
4,109,000
9,999,000
Weighted average common shares outstanding
17,299,927
16,693,183
Basic earnings per common share
Diluted Net Income per Common Share
Net income applicable to diluted earnings per share
Dilutive potential common shares:
Restricted stock awarded
53,020
46,908
Dilutive potential common shares
Diluted weighted average common shares outstanding
17,352,947
16,740,091
Diluted earnings per common share
There were no shares excluded when computing diluted earnings per share for the three months ended March 31, 2021 and 2020 because they were anti-dilutive.
Note 3 -- Investment Securities
The amortized cost, gross unrealized gains and losses and estimated fair values for available-for-sale and held-to-maturity securities by major security type at March 31, 2021 and December 31, 2020 were as follows (in thousands):
Amortized
Cost
Gross
Unrealized
Gains
(Losses)
Fair Value
Available-for-sale:
U.S. Treasury securities and obligations of U.S.
government corporations & agencies
174,789
(3,636
171,530
Obligations of states and political subdivisions
249,776
9,226
(1,283
257,719
Mortgage-backed securities: GSE residential
620,102
7,988
(6,138
621,952
Other securities
36,116
699
(68
36,747
Total available-for-sale
1,080,783
18,290
(11,125
Held-to-maturity:
U.S. Treasury securities and obligations of
U.S. government corporations & agencies
5,012
80
5,092
Annuity
2,033
Total held-to-maturity
7,125
127,067
790
(788
127,069
237,886
11,995
(37
249,844
479,470
12,038
(160
491,348
10,740
252
(13
10,979
855,163
25,075
(998
103
5,119
The Company also had $300,000 and $218,000 of equity securities, at fair value, as of March 31, 2021 and December 31, 2020, respectively. The Company's held-to-maturity securities are government agency-backed securities for which the risk of loss is minimal. As such, as of March 31, 2021, the Company did not record an allowance for credit losses on its held-to-maturity securities.
Realized gains and losses resulting from sales of securities were as follows during the three months ended March 31, 2021 and 2020 (in thousands):
Three months March 31,
Gross gains
Gross losses
The following table indicates the expected maturities of investment securities classified as available-for-sale presented at fair value, and held-to-maturity presented at amortized cost, at March 31, 2021 and the weighted average yield for each range of maturities (dollars in thousands):
One year
or less
After 1
through
5 years
After 5
10 years
After
ten years
U.S. government corporations and agencies
105,823
54,392
11,315
Obligations of state and political subdivisions
29,540
71,481
152,466
4,232
26,948
293,661
301,343
12,042
20,070
4,635
Total available-for-sale investments
174,353
439,604
469,759
Weighted average yield
1.87
%
2.28
1.69
2.57
1.96
Full tax-equivalent yield
2.06
2.45
1.94
3.52
2.17
Held to Maturity:
The weighted average yields are calculated based on the amortized cost and effective yields weighted for the scheduled maturity of each security. Tax-equivalent yields have been calculated using a 21% tax rate. With the exception of obligations of the U.S. Treasury and other U.S. government agencies and corporations, there were no investment securities of any single issuer, the book value of which exceeded 10% of stockholders' equity at March 31, 2021.
Investment securities carried at approximately $621 million and $531 million at March 31, 2021 and December 31, 2020, respectively, were pledged to secure public deposits and repurchase agreements and for other purposes as permitted or required by law.
The following table presents the aging of gross unrealized losses and fair value by investment category as of March 31, 2021 and December 31, 2020 (in thousands):
Less than 12 months
12 months or more
Fair
Value
Losses
144,404
51,381
230,029
(5,155
129,370
(983
359,399
12,679
438,493
(10,142
567,863
59,211
5,380
57,609
2,377
59,986
3,977
126,177
128,554
U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies. At March 31, 2021 and December 31, 2020, there were no available-for sale or held-to-maturity U.S. Treasury securities and obligations of U.S. government corporations and agencies in a continuous unrealized loss position for twelve months or more.
Obligations of states and political subdivisions. At March 31, 2021 and December 31, 2020, there were no obligations of states and political subdivisions in a continuous loss position for twelve months or more.
Mortgage-backed Securities: GSE Residential. At March 31, 2021, there were twelve mortgage-backed securities with a fair value of $129,370,000 and unrealized losses of $(983,000) in a continuous unrealized loss position for twelve months or more. At December 31, 2020 there were two mortgage-backed securities with a fair value of $2,377,000 and unrealized losses of $0 in a continuous unrealized loss position for twelve months or more.
Other securities. At March 31, 2021, and December 31, 2020, there were no other securities in a continuous unrealized loss position for twelve months or more.
The Company does not believe any unrealized losses as of March 31, 2021 represents other than temporary impairment ("OTTI"). However, given the uncertainty of the financial markets, the Company may be required to recognize OTTI losses in future periods with respect to its available for sale investment securities portfolio. The amount and timing of any additional OTTI will depend on the decline in the underlying cash flows of the securities. Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced, and the resulting loss recognized in the period the other-than-temporary impairment is identified.
Note 4 – Loans and Allowance for Credit Losses
Loans are stated at amortized cost net of an allowance for credit losses. Amortized cost is the unpaid principal net of unearned premiums and discounts, and net deferred origination fees and costs. Deferred loan origination fees are reduced by loan origination costs and are amortized to interest income over the life of the related loan using methods that approximated the effective interest rate method. Interest on substantially all loans is credited to income based on the principal amount outstanding.
A summary of loans at March 31, 2021 and December 31, 2020 follows (in thousands):
Construction and land development
165,780
122,853
Agricultural real estate
269,759
254,662
1-4 Family residential properties
411,964
325,480
Multifamily residential properties
295,467
189,265
Commercial real estate
1,401,585
1,176,290
Loans secured by real estate
2,544,555
2,068,550
Agricultural loans
121,955
137,333
Commercial and industrial loans
1,020,608
741,819
Consumer loans
90,780
78,023
All other loans
163,901
118,196
Total Gross loans
3,941,799
3,143,921
Less: Loans held for sale
3,937,106
3,141,997
Less:
Net deferred loan fees (costs), premiums and discounts
(1,300
5,502
Allowance for credit losses
55,418
41,910
Loans expected to be sold are classified as held for sale in the consolidated financial statements and are recorded at the lower of aggregate cost or fair value, taking into consideration future commitments to sell the loans. These loans are primarily for 1-4 family residential properties.
Accrued interest on loans, which is excluded from the amortized cost of the balances above, totaled $15.6 million and $15.9 million at March 31, 2021 and December 31, 2020, respectively.
16
Most of the Company’s business activities are with customers located near the Company's branch locations in Illinois, Missouri and Texas. At March 31, 2021, the Company’s loan portfolio included $390.7 million of loans to borrowers whose businesses are directly related to agriculture. Of this amount, $278.2 million was concentrated in corn and other grain farming. Total loans to borrowers whose businesses are directly related to agriculture decreased $1.0 million from $391.7 million at December 31, 2020 due to seasonal timing of cash flow requirements. Loans concentrated in corn and other grain farming decreased $30.0 million from $308.2 million at December 31, 2020. The Company's underwriting practices include collateralization of loans. Any extended period of low commodity prices, drought conditions, significantly reduced yields on crops and/or reduced levels of government assistance to the agricultural industry could result in an increase in the level of problem agriculture loans and potentially result in loan losses within the agricultural portfolio.
In addition, the Company has $126.0 million of loans to motels and hotels. The performance of these loans is dependent on borrower specific issues as well as the general level of business and personal travel within the region. While the Company adheres to sound underwriting standards, a prolonged period of reduced business or personal travel could result in an increase in nonperforming loans to this business segment and potentially in loan losses. The Company also has $426.3 million of loans to lessors of non-residential buildings, $319.8 million of loans to lessors of residential buildings and dwellings, $109.8 million of loans to nursing care facilities, and $121.3 million of loans to other gambling industries.
The structure of the Company’s loan approval process is based on progressively larger lending authorities granted to individual loan officers, loan committees, and ultimately the board of directors. Outstanding balances to one borrower or affiliated borrowers are limited by federal regulation and most borrowers are below regulatory thresholds. The Company can occasionally have outstanding balances to one borrower up to but not exceeding the regulatory threshold should underwriting guidelines warrant. Most of the Company’s loans are to businesses located in the geographic market areas served by the Company’s branch bank system. Additionally, a significant portion of the collateral securing the loans in the portfolio is located within the Company’s primary geographic footprint. In general, the Company adheres to loan underwriting standards consistent with industry guidelines for all loan segments.
The Company’s lending can be summarized into the following primary areas:
Commercial Real Estate Loans. Commercial real estate loans are generally comprised of loans to small business entities to purchase or expand structures in which the business operations are housed, loans to owners of real estate who lease space to non-related commercial entities, loans for construction and land development, loans to hotel operators, and loans to owners of multi-family residential structures, such as apartment buildings. Commercial real estate loans are underwritten based on historical and projected cash flows of the borrower and secondarily on the underlying real estate pledged as collateral on the debt. For the various types of commercial real estate loans, minimum criteria have been established within the Company’s loan policy regarding debt service coverage while maximum limits on loan-to-value and amortization periods have been defined. Maximum loan-to-value ratios range from 65% to 80% depending upon the type of real estate collateral, while the desired minimum debt coverage ratio is 1.20x. Amortization periods for commercial real estate loans are generally limited to twenty years. The Company’s commercial real estate portfolio is well below the thresholds that would designate a concentration in commercial real estate lending, as established by the federal banking regulators.
Commercial and Industrial Loans. Commercial and industrial loans are primarily comprised of working capital loans used to purchase inventory and fund accounts receivable that are secured by business assets other than real estate. These loans are generally written for one year or less. Also, equipment financing is provided to businesses with these loans generally limited to 80% of the value of the collateral and amortization periods limited to seven years. Commercial loans are often accompanied by a personal guaranty of the principal owners of a business. Like commercial real estate loans, the underlying cash flow of the business is the primary consideration in the underwriting process. The financial condition of commercial borrowers is monitored at least annually with the type of financial information required determined by the size of the relationship. Measures employed by the Company for businesses with higher risk profiles include the use of government- assisted lending programs through the Small Business Administration and U.S. Department of Agriculture.
Agricultural and Agricultural Real Estate Loans. Agricultural loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment. Agricultural real estate loans are primarily comprised of loans for the purchase of farmland. Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year based on industry developed estimates of farm input costs and expected commodity yields and prices. Operating lines are typically written for one year and secured by the crop. Loan-to-value ratios on loans secured by farmland generally do not exceed 65% and have amortization periods limited to twenty-five years. Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate.
Residential Real Estate Loans. Residential real estate loans generally include loans for the purchase or refinance of residential real estate properties consisting of one-to-four units and home equity loans and lines of credit. The Company sells most of its long-term fixed rate residential real estate loans to secondary market investors. The Company also releases the servicing of these loans upon sale. The Company retains all residential real estate loans with balloon payment features. Balloon periods are limited to five years. Residential real estate loans are typically underwritten to conform to industry standards including criteria for maximum debt-to-income and loan-to-value ratios as well as minimum credit scores. Loans secured by first liens on residential real estate held in the portfolio typically do not exceed 80% of the value of the collateral and have amortization periods of twenty-five years or less. The Company does not originate subprime mortgage loans.
Consumer Loans. Consumer loans are primarily comprised of loans to individuals for personal and household purposes such as the purchase of an automobile or other living expenses. Minimum underwriting criteria have been established that consider credit score, debt-to-income ratio, employment history, and collateral coverage. Typically, consumer loans are set up on monthly payments with amortization periods based on the type and age of the collateral.
Other Loans. Other loans consist primarily of loans to municipalities to support community projects such as infrastructure improvements or equipment purchases. Underwriting guidelines for these loans are consistent with those established for commercial loans with the additional repayment source of the taxing authority of the municipality.
Allowance for Credit Losses
The allowance for credit losses represents the Company’s best estimate of the reserve necessary to adequately account for probable losses expected over the remaining contractual life of the assets. The provision for credit losses is the charge against current earnings that is determined by the Company as the amount needed to maintain an adequate allowance for credit losses. In determining the adequacy of the allowance for credit losses, and therefore the provision to be charged to current earnings, the Company relies predominantly on a disciplined credit review and approval process that extends to the full range of the Company’s credit exposure. The review process is directed by the overall lending policy and is intended to identify, at the earliest possible stage, borrowers who might be facing financial difficulty. Factors considered by the Company in evaluating the overall adequacy of the allowance include historical net loan losses, the level and composition of nonaccrual, past due and troubled debt restructurings, trends in volumes and terms of loans, effects of changes in risk selection and underwriting standards or lending practices, lending staff changes, concentrations of credit, industry conditions and the current economic conditions in the region where the Company operates. The Company estimates the appropriate level of allowance for credit losses by evaluating large impaired loans separately from non-impaired loans.
Impaired loans
The Company individually evaluates certain loans for impairment. In general, these loans have been internally identified via the Company’s loan grading system as credits requiring management’s attention due to underlying problems in the borrower’s business or collateral concerns. This evaluation considers expected future cash flows, the value of collateral and also other factors that may impact the borrower’s ability to make payments when due. For loans greater than $250,000, and loans identified as troubled debt restructurings, impairment is individually measured each quarter using one of three alternatives: (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price, if available; or (3) the fair value of the collateral less costs to sell for collateral dependent loans and loans for which foreclosure is deemed to be probable. A specific allowance is assigned when expected cash flows or collateral are less than the carrying amount of the loan. The carrying value of the loan reflects reductions from prior charge-offs.
Non-Impaired loans
Non-impaired loans comprise the vast majority of the Company’s total loan portfolio and include loans in accrual status and those credits not identified as troubled debt restructurings. A small portion of these loans are considered “criticized” due to the risk rating assigned reflecting elevated credit risk due to characteristics, such as a strained cash flow position, associated with the individual borrowers. Criticized loans are those assigned risk ratings of Special Mention, Substandard, or Doubtful.
Beginning January 1, 2020, the allowance for credit losses was estimated using the current expected credit loss model ("CECL"). The Company uses the Loss Rate method to estimate the historical loss rate for all non-impaired loans. Under this method, the allowance for credit losses is measured on a collective (pool) basis for non-impaired loans with similar risk characteristics. Historical credit loss experience provides the basis for the estimate of expected credit losses. For each pool, a historical loss rate is computed based on the average remaining contractual life of the pool. Adjustments to historical loss rates are made using qualitative factors relevant to each pool including merger & acquisition activity, economic conditions, changes in policies, procedures & underwriting, and concentrations. In addition, a twelve-month forecast, using reasonable and supportable future conditions, is prepared that is used to estimate expected changes to existing and historical conditions in the current period.
The Company also considers specific current economic events occurring globally, in the U.S. and in its local markets. In March 2020, in response to the COVID-19 outbreak, its significant disruptions in the U.S. economy and impacts on local markets, First Mid Bank offered a 90-day commercial deferral program, primarily to hotel and restaurant borrowers. In accordance with interagency guidance issued in March 2020, these short-term deferrals are not considered troubled debt restructurings. These deferrals were, however, considered in the factors used to estimate the required allowance for credit losses for non-impaired loans. Other COVID-19 related impacts considered included revenue losses of businesses required to restrict or cease services, income loss to workers laid off as a result of COVID-19 restrictions, various federal and state government stimulus programs and additional deferral programs offered by First Mid Bank beginning in April 2020. Other events considered include the status of trade agreements with China, scheduled increases in minimum wage and changes to the minimum salary threshold for overtime provisions, current and projected unemployment rates, current and projected grain and oil prices and economies of local markets where customers work and operate.
Within each pool, risk elements are evaluated that have specific impacts to the borrowers within the pool. These, along with the general risks and events, and the specific lending policies and procedures by loan type described above, are analyzed to estimate the qualitative factors used to adjust the historical loss rates.
During the current period, the following assumptions and factors were considered when determining the historical loss rate and any potential adjustments by loan pool.
Construction and Land Development Loans. The average life of the construction and land development segment was determined to be twelve months. Historical losses in this segment remained very low. Current activity in this industry was deemed essential and has continued during COVID-19. There was no adjustment to the qualitative factor for this segment.
Agricultural Real Estate Loans. The average life of the agricultural real estate segment was determined to be thirty-six months. Historical losses in the segment remain very low. Farmland values have remained steady over an extended period of time and there are no indications that this will change in the next year. There was no adjustment to the qualitative factor for this segment.
1- 4 Family Residential Properties Loans. The average life of the 1-4 Family Residential segment was determined to be: Residential Real Estate-non-owner occupied, sixty months; Residential Real Estate-owner occupied, sixty months; Home Equity lines of credit, thirty months. COVID-19 has impacted the finances of consumers from layoffs and furloughs resulting from employers that must reduce or suspend operations. Increased risk in this segment includes consumer ability to make mortgage and rent payments. Some of this impact has been offset by governmental actions such as stimulus payments and extended unemployment benefits. First Mid Bank and Providence Bank have also offered short-term loan payment deferral to borrowers in this segment. Overall, the historical loss rate for this segment increased slightly.
Commercial Real Estate Loans. The average life of the commercial real estate segment was determined to be thirty-six months. This segment includes the Company's majority of exposure to the hotel industry which has been significantly impacted by COVID-19 events. Other impacted industries in this segment include restaurants and retail establishments. First Mid Bank and Providence Bank have implemented deferral programs for borrowers in this segment in order to ease the impact to these borrowers. There was a slight increase in the historical loss rate for this segment.
Agricultural Loans. The average life of the agricultural segment was determined to be eighteen months. Losses in this segment are very low and it is believed that borrowers in this segment will benefit from current governmental programs such as PPP and MFP. Many farmers are holding grain from the 2019 operating season and should be able to take advantage of an increase in prices. There was no change to the qualitative factor of this segment.
19
Commercial and Industrial Loans. The average life of the commercial and industrial segment was determined to be twenty-four months. The COVID-19 impacts include forced closures and scaled-back services for many industries within this segment including retailers, restaurants, and video gaming establishments. Some of this risk is offset by government relief programs as well as, First Mid Bank and Providence Bank's payment deferral program. There was a slight decrease in the historical loss rate but the qualitative factor for this segment was not changed.
Consumer Loans. The average life of the consumer segment was determined to be thirty-six months. The financial status of many borrowers has been impacted by COVID-19 events including layoffs and reduced hours. Some of this impact has been offset by government stimulus programs, increased paid leave and increased and extended unemployment benefits, however these benefits are now expiring. Additionally, First Mid Bank and Providence Bank have offered a short-term payment deferral program. There was a slight decrease in the historical loss rate for this period and the qualitative factor for the segment was not changed.
Acquired Loans. Prior to January 1, 2020 loans acquired with evidence of credit deterioration since origination and for which it was probable that all contractually required payments would not be collected were considered purchased credit impaired at the time of acquisition. Purchase credit-impaired ("PCI") loans were accounted for under ASC 310-30, Receivables--Loans and Debt Securities Acquired with Deteriorated Credit Quality ("ASC 310-30"), and were initially measured at fair value, which included the estimated future credit losses expected to be incurred over the life of the loan.
Accordingly, an allowance for credit losses related to these loans was not carried over and recorded at the acquisition date. The cash flows expected to be collected were estimated using current key assumptions, such as default rates, value of underlying collateral, severity and prepayment speeds.
Subsequent to January 1, 2020, loans acquired in a business combination that have experienced more-than-insignificant deterioration in credit quality since origination are considered purchased credit deteriorated (“PCD”) loans. At the acquisition date, an estimate of expected credit losses is made for groups of PCD loans with similar risk characteristics and individual PCD loans without similar risk characteristics. This initial allowance for credit losses is allocated to individual PCD loans and added to the purchase price or acquisition date fair values to establish the initial amortized cost basis of the PCD loans. As the initial allowance for credit losses is added to the purchase price, there is no credit loss expense recognized upon acquisition of a PCD loan. Any difference between the unpaid principal balance of PCD loans and the amortized cost basis is considered to relate to noncredit factors and results in a discount or premium. Discounts and premiums are recognized through interest income on a level-yield method over the life of the loans. All loans considered to be PCI prior to January 1, 2020 were converted to PCD on that date. Accordingly, on January 1, 2020, the amortized cost basis of the PCD loans were adjusted to reflect the addition of $833,000 to the allowance for credit losses.
For acquired loans not deemed purchased credit deteriorated at acquisition, the differences between the initial fair value and the unpaid principal balance are recognized as interest income on a level-yield basis over the lives of the related loans. At the acquisition date, an initial allowance for expected credit losses is estimated and recorded as credit loss expense. The subsequent measurement of expected credit losses for all acquired loans is the same as the subsequent measurement of expected credit losses for originated loans.
The following table presents the activity in the allowance for credit losses based on portfolio segment for the three months ended March 31, 2021 (in thousands):
Construction
& Land
Development
Real Estate
1-4 Family
Residential
Properties
Commercial
& Industrial
Three months ended March 31, 2021
Beginning Balance
1,666
1,084
2,322
19,660
1,526
13,485
2,167
Initial allowance on loans purchased with credit deterioration
261
44
328
646
795
2,074
Provision for credit loss expense
500
617
5,902
(645
4,674
729
Loans charged off
182
480
288
968
Recoveries collected
231
266
Ending balance
2,286
1,628
3,093
25,737
881
18,954
2,839
20
The following tables present the activity in the allowance for credit losses based on portfolio segment for the three months ended March 31, 2020 and for the year ended December 31, 2020 (in thousands):
Three months ended March 31, 2020
Beginning Balance (prior to adoption of ASC 326)
Impact of adopting ASC 326
587
(77
1,961
2,815
142
196
84
0
972
1,423
23
145
235
1,620
1,335
1,931
13,621
1,064
11,294
2,011
32,876
Twelve months ended December 31, 2020
(239
274
8,581
503
5,869
469
16,103
393
829
1,991
618
299
169
421
1,068
Consistent with regulatory guidance, charge-offs on all loan segments are taken when specific loans, or portions thereof, are considered uncollectible. The Company’s policy is to promptly charge these loans off in the period the uncollectible loss is reasonably determined.
For all loan portfolio segments except 1-4 family residential properties and consumer, the Company promptly charges-off loans, or portions thereof, when available information confirms that specific loans are uncollectible based on information that includes, but is not limited to, (1) the deteriorating financial condition of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy, that impairs the borrower’s ability to adequately meet its obligations. For impaired loans that are considered solely collateral dependent, a partial charge-off is recorded when a loss has been confirmed by an updated appraisal or other appropriate valuation of the collateral.
The Company charges-off 1-4 family residential and consumer loans, or portions thereof, when the Company reasonably determines the amount of the loss. The Company adheres to timeframes established by applicable regulatory guidance which provides for the charge-down of 1-4 family first and junior lien mortgages to the net realizable value less costs to sell when the loan is 180 days past due, charge-off of unsecured open-end loans when the loan is 180 days past due, and charge down to the net realizable value when other secured loans are 120 days past due. Loans at these respective delinquency thresholds for which the Company can clearly document that the loan is both well-secured and in the process of collection, such that collection will occur regardless of delinquency status, need not be charged off.
21
The following table presents the amortized cost basis of collateral-dependent loans by class of loans that were individually evaluated to determine expected credit losses, and the related allowance for credit losses, as of March 31, 2021 (in thousands):
Collateral
Allowance
Business
for Credit
508
303
4,436
163
1,914
12,308
1,252
19,166
1,718
3,393
1,909
5,302
808
Other loans
26
Total loans
3,419
1,917
24,502
2,715
Credit Quality
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, collateral support, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a continuous basis. The Company uses the following definitions for risk ratings which are commensurate with a loan considered “criticized”:
Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
Substandard. Loans classified as substandard are inadequately protected by the current sound-worthiness and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing factors, conditions and values, highly questionable and improbable.
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered pass rated loans.
The following tables present the credit risk profile of the Company’s loan portfolio on amortized cost basis based on risk rating category and year of origination as of March 31, 2021 (in thousands):
Term Loans by Origination Year
Revolving
Risk Rating
2019
2018
2017
Prior
Construction & Land Development Loans
Pass
6,259
55,930
35,782
44,866
12,068
9,723
164,628
Special Mention
Substandard
128
573
47
748
35,910
12,641
9,770
165,376
Agricultural Real Estate Loans
29,531
101,049
31,082
39,931
14,717
38,968
255,278
825
282
4,337
422
407
6,472
12,745
707
625
297
1,629
30,356
101,331
35,419
41,060
15,749
45,737
269,652
1-4 Family Residential Property Loans
28,885
114,918
29,974
40,369
20,251
117,623
34,265
386,285
189
2,136
349
2,714
1,190
57
6,635
376
1,814
1,929
13,327
937
19,550
29,261
115,406
32,978
42,532
24,894
132,140
35,259
412,470
Commercial Real Estate Loans
67,044
480,974
318,800
223,168
163,413
377,041
1,630,440
954
2,712
1,285
3,268
11,070
24,347
43,636
1,794
37
6,901
2,004
16,057
26,793
67,998
485,480
320,122
233,337
176,487
417,445
1,700,869
Agricultural Loans
1,853
83,342
6,921
5,131
1,631
104
98,982
13,723
3,777
3,769
214
206
159
21,848
53
118
25
240
15,629
87,163
10,808
5,370
1,837
263
121,070
Commercial & Industrial Loans
152,091
477,167
162,411
98,524
96,059
145,657
1,131,909
1,556
3,248
33,491
804
473
41,467
397
343
2,369
447
2,680
154,044
480,758
198,271
99,775
98,877
150,232
1,181,957
Consumer Loans
7,723
35,908
33,307
11,526
138
2,681
91,283
27
90
79
156
378
7,736
35,935
33,343
11,637
217
2,837
91,705
Total Loans
293,386
1,349,288
618,277
463,515
308,277
691,797
3,758,805
17,058
10,208
45,041
5,078
14,870
34,063
126,375
839
2,507
3,533
9,984
7,555
32,564
57,919
311,283
1,362,003
666,851
478,577
330,702
758,424
3,943,099
The following tables present the credit risk profile of the Company’s loan portfolio based on risk rating category as of December 31, 2020 (in thousands):
2016
41,842
40,989
31,500
871
3,822
121,784
517
50
695
41,117
3,277
3,872
122,479
73,630
34,412
37,839
16,138
13,559
58,291
233,869
1,845
3,970
533
1,106
11,232
19,155
800
208
64
245
1,317
75,475
38,382
39,172
16,815
14,729
69,768
254,341
81,366
29,695
38,163
23,086
26,676
62,942
40,363
302,291
192
523
2,720
247
1,578
293
7,695
296
1,915
1,859
1,996
7,516
1,499
15,776
81,854
32,532
40,601
27,665
28,919
72,036
42,155
325,762
368,750
237,119
171,591
148,283
143,400
215,616
1,284,759
2,469
1,300
6,108
11,262
6,741
16,947
44,827
1,863
40
7,081
4,905
18,435
34,346
373,082
238,459
184,780
161,567
155,046
250,998
1,363,932
83,377
15,680
5,978
1,838
635
2,856
110,364
21,070
4,483
694
224
148
38
26,657
68
238
331
104,515
20,401
6,697
2,062
783
2,894
137,352
371,683
132,148
70,497
78,890
42,439
114,904
810,561
4,116
32,130
849
489
1,101
730
39,415
889
2,360
532
1,689
136
969
6,575
376,688
166,638
71,878
81,068
43,676
116,603
856,551
31,609
21,384
12,084
8,279
3,150
1,022
77,528
24
1
95
67
120
424
31,624
21,424
12,219
8,375
3,218
1,142
78,002
1,052,257
511,427
367,652
279,274
230,730
459,453
2,941,156
29,692
44,049
8,731
15,165
9,344
30,525
137,799
3,131
3,477
10,464
6,390
7,168
27,335
59,464
1,085,080
558,953
386,847
300,829
247,242
517,313
3,138,419
The following table presents the Company’s loan portfolio aging analysis at March 31, 2021 and December 31, 2020 (in thousands):
30-59
Days Past
Due
60-89
90 Days or
More
Past Due
Total Past
Current
Receivable
> 90 Days &
Accruing
227
355
165,021
34
269,618
1,212
2,400
1,546
5,158
407,312
39
1,098
1,137
296,847
297,984
846
1,166
3,973
1,398,912
1,402,885
2,324
4,664
3,669
10,657
2,537,710
2,548,367
2,153
125
2,300
118,770
535
257
1,320
2,112
1,015,288
1,017,400
122
91,397
59
164,498
164,557
5,193
5,096
5,147
15,436
3,927,663
122,351
1,232
253,109
1,121
1,105
4,259
321,503
189,632
2,618
341
794
3,753
1,170,547
1,174,300
4,937
1,480
2,955
9,372
2,057,142
2,066,514
43
236
279
137,073
2,426
1,420
3,854
734,459
738,313
149
344
77,658
118,238
7,551
1,538
4,760
13,849
3,124,570
Impaired Loans
Within all loan portfolio segments, loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date. Impaired loans, excluding certain troubled debt restructured loans, are placed on nonaccrual status. Impaired loans include nonaccrual loans and loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. It is the Company’s policy to have any restructured loans which are on nonaccrual status prior to being modified remain on nonaccrual status until, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. If the restructured loan is on accrual status prior to being modified, the loan is reviewed to determine if the modified loan should remain on accrual status.
The Company’s policy is to discontinue the accrual of interest income on all loans for which principal or interest is ninety days past due. The accrual of interest is discontinued earlier when, in the opinion of management, there is reasonable doubt as to the timely collection of interest or principal. Once interest accruals are discontinued, accrued but uncollected interest is charged against current year income. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Interest on loans determined to be troubled debt restructurings is recognized on an accrual basis in accordance with the restructured terms if the loan is in compliance with the modified terms. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. The Company requires a period of satisfactory performance of not less than six months before returning a nonaccrual loan to accrual status.
The following tables present impaired loans as of March 31, 2021 and December 31, 2020 (in thousands):
Recorded
Balance
Unpaid
Principal
Specific
Loans with a specific allowance:
516
246
5,817
5,990
4,005
4,157
158
12,317
13,062
11,528
11,794
863
20,621
21,539
17,963
18,381
1,267
228
5,430
6,996
3,523
4,878
664
126
112
114
26,259
28,915
21,598
23,601
Loans without a specific allowance:
160
173
162
175
3,971
4,692
4,262
4,715
258
259
267
450
752
552
581
5,213
6,250
5,602
6,097
659
973
3,026
907
1,331
229
313
6,677
10,039
7,386
8,172
Total loans:
733
746
678
691
9,788
10,682
8,267
8,872
2,172
2,173
2,181
12,767
13,814
12,080
12,375
25,834
27,789
23,565
24,478
6,403
10,022
4,430
6,209
411
855
330
427
32,936
38,954
28,984
31,773
The following tables present average recorded investment and interest income recognized on impaired loans for the three months ended March 31, 2021 and 2020 (in thousands):
For the three months ended
Average
Investment
in Impaired
Income
Recognized
754
600
957
1,202
9,857
8,997
2,294
3,323
13,156
8,266
27,018
56
22,388
960
6,455
7,402
438
544
34,199
63
31,294
The amount of interest income recognized by the Company within the periods stated above was due to loans modified in troubled debt restructurings that remain on accrual status. The average balances of these loans included in impaired loans at March 31, 2021 and 2020, were $4.1 million and $4.4 million, respectively.
Non-Accrual Loans
The following table presents the amortized cost basis of loans on nonaccrual status and of nonaccrual loans individually evaluated for which no allowance was recorded as of March 31, 2021 and December 31, 2020 (in thousands). There were no loans past due over eighty-nine days that were still accruing.
Nonaccrual
with no
Allowance for
Credit Loss
225
7,116
8,771
6,747
6,930
3,780
9,516
7,345
8,760
13,603
21,059
16,794
18,392
3,641
6,137
3,677
4,372
295
394
327
17,801
27,877
21,457
23,750
Interest income that would have been recorded under the original terms of such nonaccrual loans totaled $1,021,000 and $1,029,000 for the three months ended March 31, 2021 and 2020, respectively.
Subsequent to adoption of ASU 2016-13 on January 1, 2020, loans acquired in a business combination that have experienced more-than-insignificant deterioration in credit quality since origination are considered PCD loans. At the acquisition date, an estimate of expected credit losses is made for groups of PCD loans with similar risk characteristics and individual PCD loans without similar risk characteristics. This initial allowance for credit losses is allocated to individual PCD loans and added to the purchase price or acquisition date fair values to establish the initial amortized cost basis of the PCD loans. As the initial allowance for credit losses is added to the purchase price, there is no credit loss expense recognized upon acquisition of a PCD loan. Any difference between the unpaid principal balance of PCD loans and the amortized cost basis is considered to relate to noncredit factors and results in a discount or premium. Discounts and premiums are recognized through interest income on a level-yield method over the life of the loans. All loans considered to be PCI prior to January 1, 2020 were converted to PCD on that date.
Troubled Debt Restructuring
The balance of troubled debt restructurings ("TDRs") at March 31, 2021 and December 31, 2020 was $8.7 million and $9.5 million, respectively. There was $929,000 and $1,016,000 in specific reserves established with respect to these loans as of March 31, 2021 and December 31, 2020, respectively. As troubled debt restructurings, these loans are included in nonperforming loans and are classified as impaired which requires that they be individually measured for impairment. The modification of the terms of these loans included one or a combination of the following: a reduction of stated interest rate of the loan; an extension of the maturity date and change in payment terms; or a permanent reduction of the recorded investment in the loan.
The following table presents the Company’s recorded balance of troubled debt restructurings at March 31, 2021 and December 31, 2020 (in thousands).
Troubled debt restructurings:
1,381
1,603
4,594
5,170
5,975
6,773
2,362
2,389
124
8,689
9,502
Performing troubled debt restructurings:
1,004
1,268
3,027
3,045
4,031
4,313
55
58
4,103
4,373
28
The following table presents loans modified as TDRs during the three months ended March 31, 2021, as a result of various modified loan factors (in thousands). The change in the recorded investment from pre-modification to post- modification was not material.
Number of
Type of
Modifications
305
(b)(c)(d)
(b)
(c)
323
Type of modifications:
(a) Reduction of stated interest rate of loan
Change in payment terms
Extension of maturity date
(d)
Permanent reduction of the recorded investment
A loan is considered to be in payment default once it is 90 days past due under the modified terms. There were no loans modified as troubled debt restructurings during the prior twelve months that experienced defaults for three months ended March 31, 2021. There were no loans modified as troubled debt restructuring during the prior twelve months that experienced defaults as of December 31, 2020.
The balance of real estate owned includes $13,339,000 and $2,489,000 of foreclosed real estate properties recorded as a result of obtaining physical possession of the property at March 31, 2021 and December 31, 2020, respectively. The recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure procedures are in process was $634,000 and $713,000 at March 31, 2021 and December 31, 2020, respectively.
Purchased Credit Deteriorated (PCD) Loans
The Company has acquired loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of those loans is as follows (in thousands):
LINCO Acquisition
Purchase price of loans at acquisition
64,647
Allowance for credit losses at acquisition
(2,074
Non-credit discount/(premium) at acquisition
(187
Fair value of acquired loans at acquisition
62,386
29
Note 5 -- Goodwill and Intangible Assets
The Company has goodwill from business combinations, intangible assets from branch acquisitions, identifiable intangible assets assigned to core deposit relationships and customer lists of First Mid Wealth Management Company and First Mid Insurance. The following table presents gross carrying value and accumulated amortization by major intangible asset class as of March 31, 2021 and December 31, 2020 (in thousands):
Gross Carrying
Amortization
Goodwill not subject to amortization (effective 1/1/02)
117,708
3,760
108,752
Intangibles from branch acquisition
3,015
Core deposit intangibles
34,503
21,620
32,355
20,910
Other intangibles
16,779
5,555
16,389
5,222
172,005
33,950
160,511
32,907
Goodwill of $9 million was provisionally recorded for the acquisition and merger of LINCO during the first quarter of 2021. All goodwill was assigned to the banking segment of the Company.
The following table provides a reconciliation of the purchase price paid for the acquisition of LINCO and the amount of goodwill recorded (in thousands):
Unallocated purchase price
14,992
Less purchase accounting adjustments:
Fair value of securities
264
Fair value of loans, net
(2,818
Fair value of other real estate owned
915
Fair value of premises and equipment
6,360
Fair value of time deposits
(2,081
Fair value of FHLB advances
(975
Core deposit intangible
2,025
2,530
(184
6,036
8,956
The Company has mortgage servicing rights acquired in previous acquisitions. The following table summarizes the activity pertaining to mortgage servicing rights included in intangible assets as of March 31, 2021, March 31, 2020 and December 31, 2020 (in thousands):
1,444
Valuation reserve
210
(18
(273
Mortgage servicing rights amortized
(177
(126
(593
Interest only Strip
(62
Ending Balance
551
1,296
Total amortization expense for the three months ended March 31, 2021 and 2020 was as follows (in thousands):
Three months
ended March 31,
710
843
Customer list intangibles
333
326
Mortgage servicing rights
177
Aggregate amortization expense for the current year and estimated amortization expense for each of the five succeeding years is shown in the table below (in thousands):
30
Aggregate amortization expense:
For period 01/01/21-3/31/21
Estimated amortization expense:
For period 04/01/21-12/31/21
3,888
For year ended 12/31/22
3,885
For year ended 12/31/23
3,534
For year ended 12/31/24
3,234
For year ended 12/31/25
2,891
For year ended 12/31/26
2,215
In accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” codified within ASC 350, the Company performed testing of goodwill for impairment as of September 30, 2020 and determined that, as of that date, goodwill was not impaired. Management also concluded that the remaining amounts and amortization periods were appropriate for all intangible assets.
Note 6 -- Repurchase Agreements and Other Borrowings
Securities sold under agreements to repurchase were $212.5 million at March 31, 2021, an increase of $5.6 million from $206.9 million at December 31, 2020. The increase during the first three months of 2021 was primarily due to changes in business cash flow needs. All the transactions have overnight maturities with a weighted average rate of 0.15%.
The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral pledged by the Company would be used to settle the fair value of the repurchase agreement should the Company be in default (e.g., declare bankruptcy), the Company could cancel the repurchase agreement (i.e., cease payment of principal and interest), and attempt collection on the amount of collateral value in excess of the repurchase agreement fair value. The collateral is held by a third-party financial institution in the counterparty's custodial account. The counterparty has the right to sell or repledge the investment securities. For government entity repurchase agreements, the collateral is held by the Company in a segregated custodial account under a tri-party agreement. The Company is required by the counterparty to maintain adequate collateral levels. In the event the collateral fair value falls below stipulated levels, the Company will pledge additional securities. The Company closely monitors collateral levels to ensure adequate levels are maintained, while mitigating the potential of over- collateralization in the event of counterparty default.
Collateral pledged by class for repurchase agreements are as follows (in thousands):
March 31,
December 31,
US Treasury securities and obligations of U.S. government corporations & agencies
55,619
37,423
Mortgage-backed securities: GSE: residential
156,884
168,480
Miscellaneous
1,034
FHLB borrowings, before net premiums of $921,000, were $115.9 million and $94 million at March 31, 2021 and December 31, 2020, respectively. At March 31, 2021 the advances were as follows:
Advance
Term (in years)
Interest Rate
Maturity Date
5,000,000
5.0
1.85%
April 12, 2021
4,000,000
1.0
2.00%
May 3, 2021
7.0
2.55%
October 1, 2021
2.71%
March 21, 2022
8.0
2.40%
January 9, 2023
3.0
2.41%
May 31, 2022
2.12%
June 7, 2022
4.0
2.44%
May 30, 2023
3.5
1.51%
July 31, 2023
0.77%
September 11, 2023
10,000,000
1.45%
December 31, 2024
0.91%
March 10, 2025
6,940,511
10.0
2.64%
December 23, 2025
1.14%
October 3, 2029
1.15%
1.12%
1.39%
December 31, 2029
15,000,000
1.41%
Note 7 -- Fair Value of Assets and Liabilities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:
Level 1Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.
Level 2Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities which use observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in active markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Following is a description of the inputs and valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.
Available-for-Sale Securities. The fair value of available-for-sale securities is determined by various valuation methodologies. Where quoted market prices are available in an active market, securities are classified within Level 1. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independent sources of market parameters, including but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.
Fair value determinations for Level 3 measurements of securities are the responsibility of the Treasury function of the Company. The Company contracts with a pricing specialist to generate fair value estimates on a monthly basis. The Treasury function of the Company challenges the reasonableness of the assumptions used and reviews the methodology to ensure the estimated fair value complies with accounting standards generally accepted in the United States, analyzes the changes in fair value and compares these changes to internally developed expectations and monitors these changes for appropriateness.
Derivatives. The fair value of derivatives is based on models using observable market data as of the measurement date and are therefore classified in Level 2 of the valuation hierarchy.
32
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall as of March 31, 2021 and December 31, 2020 (in thousands):
Fair Value Measurements Using
Quoted Prices in
Active Markets
for Identical
Significant
Observable
Inputs
Unobservable
(Level 1)
(Level 2)
(Level 3)
Available-for-sale securities:
U.S. Treasury securities and obligations of U.S. government
corporations and agencies
257,105
614
Mortgage-backed securities
Total available-for-sale securities
1,087,334
Equity securities
Derivative assets: interest rate swaps
1,088,510
1,087,596
Derivative liabilities: interest rate swaps
1,013
U.S. Treasury securities and Obligations of U.S. government
249,050
878,446
193
1,399
880,857
880,038
2,892
The change in fair value of assets measured on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2021 and 2020 is summarized as follows (in thousands):
Obligation of State and Political Subdivisions
Three months ended
March 30, 2020
Beginning balance
Transfers into Level 3
Transfers out of Level 3
Total gains or losses:
Included in net income
Included in other comprehensive income (loss)
Purchases, issuances, sales and settlements:
Purchases
Issuances
Sales
(181
Settlements
Total gains or losses for the period included in net income attributable to the change in unrealized gains or losses related to assets and liabilities still held at the reporting date
33
Following is a description of the valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.
Impaired Loans (Collateral Dependent). Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for determining the amount of impairment and estimating fair value include using the fair value of the collateral for collateral dependent loans.
If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.
Management establishes a specific allowance for impaired loans that have an estimated fair value that is below the carrying value. The total carrying amount of loans for which a change in specific allowance has occurred as of March 31, 2021 was $15,429,000 and a fair value of $2,696,000 resulting in specific loss exposures of $12,733,000.
When there is little prospect of collecting principal or interest, loans, or portions of loans, may be charged-off to the allowance for credit losses. Losses are recognized in the period an obligation becomes uncollectible. The recognition of a loss does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the loan even though partial recovery may be affected in the future.
Foreclosed Assets Held For Sale. Other real estate owned acquired through loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for credit losses. Due to the subjective nature of establishing the fair value when the asset is acquired, the actual fair value of the other real estate owned, or foreclosed asset could differ from the original estimate. If it is determined that fair value declines subsequent to foreclosure, a valuation allowance is recorded through noninterest expense. Operating costs associated with the assets after acquisition are also recorded as noninterest expense. Gains and losses on the disposition of other real estate owned and foreclosed assets are netted and posted to other noninterest expense. The total carrying amount of other real estate owned as of March 31, 2021 was $13,339,000. Other real estate owned included in the total carrying amount and measured at fair value on a nonrecurring basis during the period amounted to $11,292,000.
Mortgage Servicing Rights. As of March 31, 2021, mortgage servicing rights had a carrying value of $920,000 and a fair value of $551,000 resulting in a valuation reserve of $369,000. The fair value used to determine the valuation reserve for mortgage servicing rights was estimated using the discounted cash flow models. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the fair value hierarchy.
The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2021 and December 31, 2020 (in thousands):
Valuation
Technique
Unobservable Inputs
Range
Weighted Average
Impaired loans (collateral dependent)
12,733
Third party
valuations
Discount to reflect realizable value
0% - 40%
20%
Foreclosed assets held for sale
11,292
less estimated selling costs
35%
PSA standard prepayment model rate
242 - 438
304
14,876
290
242 - 441
384
The following tables present estimated fair values of the Company’s financial instruments at March 31, 2021 and December 31, 2020 in accordance with ASC 825 (in thousands):
Carrying
Amount
Level 1
Level 2
Level 3
Financial Assets
Cash and due from banks
408,226
Certificates of deposit investments
Available-for-sale securities
Held-to-maturity securities
Loans net of allowance for credit losses
3,839,827
Federal Reserve Bank stock
9,401
Federal Home Loan Bank stock
5,450
Financial Liabilities
Deposits
4,740,802
3,926,107
814,695
212,514
Federal Home Loan Bank borrowings
117,670
14,495
415,973
3,056,344
3,697,105
3,215,715
481,390
206,945
96,669
14,604
35
Note 8 – Business Combinations
On September 25, 2020, the Company and Eval Sub Inc., a newly formed Illinois corporation and wholly-owned subsidiary of the Company ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with LINCO Bancshares, Inc., a Missouri corporation ("LINCO"), and the sellers as defined therein, pursuant to which, among other things, the Company agreed to acquire 100% of the issued and outstanding shares of LINCO pursuant to a business combination whereby Merger Sub will merge with and into LINCO, whereupon the separate corporate existence of Merger Sub will cease and LINCO will continue as the surviving company and a wholly-owned subsidiary of the Company (the "Merger").
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $1.00 per share, of LINCO issued and outstanding immediately prior to the effective time of the Merger (other than shares held in treasury by LINCO) will be converted into and become the right to receive, cash or shares of common stock, par value $4.00 per share, of the Company and cash in lieu of fractional shares, less any applicable taxes required to be withheld, and subject to certain potential adjustments. On an aggregate basis, the total consideration payable by the Company at the closing of the Merger was $103.5 million in cash and 1,262,246 shares of the Company’s common stock, provided that the shareholders of LINCO have collectively elected pursuant to the Merger Agreement to receive varying amounts of cash or shares of common stock of the Company as consideration in the Merger. In addition, immediately prior to the closing of the proposed merger, LINCO paid a special dividend to its shareholders in the aggregate amount of $13 million.
The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805, “BusinessCombinations ("ASC 805"),” and accordingly the assets and liabilities were recorded at their estimated fair values as of thedate of acquisition. Fair values are subject to refinement for up to one year after the closing date of February 22, 2021 asadditional information regarding the closing date fair values become available. The total consideration paid was used todetermine the amount of goodwill resulting from the transaction. As the total consideration paid exceeded the net assetsacquired, goodwill of $8.9 million was recorded for the acquisition. Goodwill recorded in the transaction, which reflects thesynergies and economies of scale expected from combining operations and the enhanced revenue opportunities from theCompany’s service capabilities, is not tax deductible, and was all assigned to the banking segment of the Company.
Acquired
As Recorded by
Book Value
Adjustments
Providence Bank
130,561
Investment Securities
119,234
119,498
838,377
(9,401
828,976
(8,656
6,583
(2,073
8,435
2,456
10,891
Premises and equipment
23,440
4,819
28,259
123
2,148
Right of use asset
43,697
1,736
45,433
Total assets acquired
1,155,211
18,232
Liabilities
988,329
2,081
990,410
FHLB advances
26,941
975
27,916
Other borrowings
Lease liability
7,242
(610
6,632
Total liabilities assumed
1,022,512
3,240
Net assets acquired
132,699
Consideration Paid
Cash
Common stock
36
The Company has recognized approximately $3.1 million, pre-tax, of acquisition costs for the LINCO acquisition. Of this amount, $2.6 million was recognized during the first quarter of 2021. These costs are included in salaries and benefits, legal and professional and other expense. Of the $9.4 million adjustment to loans, $11.1 million is being accreted to interest income over the remaining term of the loans. The remaining $1.7 million was the elimination of deferred fees and unearned discounts previously recorded by Providence Bank. The Company also recorded approximately $2 million directly to the allowance for credit losses for loans identified as PCD. Of the $838 million of loans acquired, approximately $64.6 million was identified as PCD.
The differences between fair value and acquired value of the assumed time deposits of $2.1 million and the assumed FHLB advances of $975,000, are being amortized to interest expense over the remaining life of the liabilities. The core deposit intangible assets, with a fair value of $2 million, will be amortized on an accelerated basis over its estimated life of 10 years.
The following unaudited pro forma condensed combined financial information presents the results of operations of theCompany, including the effects of the purchase accounting adjustments and acquisition expenses, had the LINCO acquisitiontaken place at the beginning of the period (dollars in thousands):
38,237
40,626
5,492
Non-interest income
17,651
Non-interest expense
37,659
32,060
Income before taxes
6,191
20,725
Income tax expense (benefit)
1,078
5,277
Net income (loss)
5,113
15,448
Earnings per share
Basic
0.30
0.86
Diluted
0.29
Basic weighted average shares o/s
17,955,429
Diluted weighted average shares o/s
18,002,337
Note 9 -- Leases
Effective January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). As of March 31, 2021, substantially all the Company's leases are operating leases for real estate property for bank branches, ATM locations, and office space.
These leases are generally for periods of 1 to 25 years with various renewal options. The Company elected the optional transition method permitted by Topic 842. Under this method, the Company recognizes and measures leases that exist at the application date and prior comparative periods are not adjusted. In addition, the Company elected the package of practical expedients:
1.
An entity need not reassess whether any expired or existing contracts contain leases.
2.
An entity need not reassess the lease classification for any expired or existing leases.
3.
An entity need not reassess initial direct costs for any existing leases.
The Company has also elected the practical expedient, which may be elected separately or in conjunction with the package noted above, to use hindsight in determining the lease term and in assessing the right-of-use assets. This expedient must be applied consistently to all leases. Lastly, the Company has elected to use the practical expedient to include both lease and non-lease components as a single component and account for it as a lease. In addition, The Company has elected to not include short-term leases (i.e. Leases with terms of twelve months or less) or equipment leases (primarily copiers) deemed immaterial, on the consolidated balance sheets.
For leases in effect at January 1, 2019 and for leases commencing thereafter, the Company recognizes a lease liability and a right-of-use asset, based on the present value of lease payments over the lease term. The discount rate used in determining present value was the Company's incremental borrowing rate which is the FHLB fixed advance rate based on the remaining lease term as of January 1, 2019, or the commencement date for leases subsequently entered into. The following table contains supplemental balance sheet information related to leases (dollars in thousands):
Operating lease right-of-use assets
16,542
Operating lease liabilities
16,568
Weighted-average remaining lease term (in years)
6.8
7.1
7.3
Weighted-average discount rate
2.63
3.08
2.85
Certain of the Company's leases contain options to renew the lease; however, not all renewal options are included in the calculation of lease liabilities as they are not reasonably certain to be exercised. The Company's leases do not contain residual value guarantees or material variable lease payments. The Company does not have any other material restrictions or covenants imposed by leases that would impact the Company's ability to pay dividends or cause the Company to incur additional financial obligations.
Maturities of lease liabilities were as follows (in thousands):
Year ending December 31,
2,226
2022
2,703
2023
2,364
2024
1,942
2025
Thereafter
9,150
Total lease payments
20,014
Less imputed interest
(2,436
Total lease liability
The components of lease expense for the three months ended March 31, 2021 and 2020 were as follows (in thousands):
Operating lease cost
708
642
Short-term lease cost
46
Variable lease cost
137
Total lease cost
880
857
Income from subleases
(153
(193
Net lease cost
727
As the Company elected not to separate lease and non-lease components, the variable lease cost primarily represents variable payment such as common area maintenance and copier expense. The Company does not have any material sub-lease agreements. Cash paid for amounts included in the measurement of lease liabilities was (in thousands):
Operating cash flows from operating leases
711
677
Note 10 – Derivatives
The Company utilizes an interest rate swap, designated as a fair value hedge, to mitigate the risk of changing interest rates on the fair value of a fixed rate commercial real estate loan. For derivative instruments that are designed and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting loss or gain in the hedged asset attributable to the hedged risk, is recognized in current earnings.
Derivatives Designated as Hedging Instruments
The following table provides the outstanding notional balances and fair values of outstanding derivatives designated as hedging instruments as of March 31, 2021 and December 31, 2020 (in thousands):
Sheet
Location
Weighted
Remaining
Maturity
(Years)
Notional
Estimated
Fair Value Hedges:
Interest rate swap agreements
8.1 years
14,276
(1,013
8.3 years
14,334
(2,892
The effects of the fair value hedges on the Company's income statement during the three months ended March 31, 2021 and 2020 were as follows (in thousands):
Derivative
Location of Gain (Loss) on Derivatives
Interest income on loans
(743
(1,384
Location of Gain (Loss) on Hedged Items
743
1,384
As of March 31, 2021, the following amounts were recorded on the consolidated balance sheet related to cumulative basis adjustment for fair value hedges (in thousands):
Line Item in the Balance Sheet in Which
the Hedge Item is Included
Carrying Amount of the
Hedged Asset
Cumulative Amount of Fair Value Hedging
Adjustment Included in the Carrying
Amount of the Hedged Asset
13,525
751
Derivatives Not Designated as Hedging Instruments
The following amounts represent the notional amounts and gross fair value of derivative contracts not designated as hedging instruments outstanding during the three months ended March 31, 2021 and 2020 (in thousands):
September 30, 2020
42,223
(262
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is intended to provide a better understanding of the consolidated financial condition and results of operations of the Company and its subsidiaries as of, and for the three months ended March 31, 2021 and 2020. This discussion and analysis should be read in conjunction with the consolidated financial statements, related notes and selected financial data appearing elsewhere in this report.
Forward-Looking Statements
This report may contain certain forward-looking statements, such as discussions of the Company’s pricing and fee trends, credit quality and outlook, liquidity, new business results, expansion plans, anticipated expenses, planned schedules and COVID-19. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are identified by use of the words “believe,” ”expect,” ”intend,” ”anticipate,” ”estimate,” ”project,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including those described in Item 1A-“Risk Factors” and other sections of the Company’s Annual Report on Form 10-K and the Company’s other filings with the SEC, and the possibility that any of the anticipated benefits of the closed transaction between First Mid and LINCO will not be realized or will not be realized within the expected time period; the risk that integration of the operations of LINCO with First Mid will be materially delayed or will be more costly or difficult than expected; changes in interest rates, general economic conditions and those in the Company’s market area, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios and the valuation of the investment portfolio, the Company’s success in raising capital and effecting and integrating acquisitions, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area and accounting principles, policies and guidelines, the severity, magnitude and duration of COVID-19 pandemic, the direct and indirect impact of such pandemic, including responses to the pandemic by the government, businesses customers' businesses, the disruption of global, national, state and local economies associated with the COVID-19 pandemic, which could affect the Company's liquidity and capital positions, impair the ability of the Company's borrowers to repay outstanding loans, impair collateral values, and further increase the allowance for credit losses, and the impact of the COVID-19 pandemic on the Company's financial results, including possible lost revenue and increased expenses (including cost of capital), as well as possible goodwill impairment charges. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise. Further information concerning the Company and its business, including a discussion of these and additional factors that could materially affect the Company’s financial results, is included in the Company’s 2019 Annual Report on Form 10-K under the headings “Item 1. Business" and “Item 1A. Risk Factors."
COVID-19 Impact
The COVID-19 outbreak is an unprecedented event that provides significant economic uncertainty for a broad spectrum of industries. The spread of this outbreak has caused significant disruptions in the U.S. economy and some of these impacts will be long lasting. As it continues to evolve it is not clear when or how the pandemic-driven contraction will recover. Congress, the President, and the Federal Reserve have taken several actions designed to cushion the economic fallout. Most notably, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law at the end of March 2020 as a $2 trillion legislative package. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. Many of the CARES Act provisions, as well as other recent legislative and regulatory efforts, are expected to have a material impact on financial institutions. The Company's strong track record and revenue diversification provide a solid foundation for earnings and capital. The Company is focused on supporting its customers, communities, and employees during this unique operating environment. Following is a description of the impact COVID-19 is having, actions taken because of COVID-19, and certain risks to the Company that COVID-19 creates or exacerbates, as well as management's outlook on the current COVID-19 situation.
Lending operations and accommodations to customers. Beginning in March 2020, First Mid Bank offered a 90-day commercial deferral program, primarily to hotel and restaurant borrowers. Subsequently, additional deferrals were offered on an individual case basis and a broader program was offered to residential and consumer customers. As of March 31, 2021, a total of $50.6 million was deferred through these programs. In accordance with interagency guidance issued in March 2020, these short-term deferrals are not considered troubled debt restructurings.
Beginning April 3, 2020, with the passage of the initial Paycheck Protection Program (“PPP”), administered by the Small Business Administration (“SBA”), the Company actively participated in assisting existing and new customers with applications for resources through the program. PPP loans have a two-year term and earn interest at 1%. The Company believes that most of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. As of March 31, 2021, the Company has outstanding 2,732 PPP loans totaling $259.7 million with the SBA. It is the Company’s understanding that loans funded through the PPP program are fully guaranteed by the U.S. government and as such do not represent a credit risk.
Employees. The Company has a business continuity plan in place that was executed in March 2020. Approximately half of the Company's workforce has the ability to work remotely with secure connections. In addition, various preventative and personal hygiene measures, in accordance with CDC guidelines have been implemented. To protect and ensure the safety of employees, as well as customers, all branch locations were transitioned to drive-thru use only. Most branch lobbies were re-opened in mid-June and the Company continues to monitor each location. The Company increased the number of available sick days to every employee impacted in anyway by COVID-19 and offered financial assistance for any employee with need.
Asset impairment. The Company does not believe that any impairment exists due to COVID-19 to goodwill and other intangible assets, long-lived assets, mortgage servicing rights ("MSRs"), right of use assets, or available-for-sale investment securities at this time. While certain valuation assumptions and judgements will change to account for COVID-19 related circumstances, the Company does not expect significant changes in methodology used to determine the fair value of assets in accordance with GAAP. It is uncertain whether prolonged effects of COVID-19 will result in future impairment charges related to any of these assets.
Capital and liquidity. The Company's and First Mid Bank's capital levels are higher today than during the Great Recession of 2008. The Company’s current allowance for credit losses could absorb net charge offs greater than the total of all net charge offs over the last 20 years. The Company’s aggregate net charge offs over the last 20 years through March 31, 2021, were $33.2 million. Current capital levels also support the Company's recent loan stress testing of the most vulnerable industry sectors impacted by COVID-19.
The Company maintains access to multiple sources of liquidity. Currently, the Company's total liquidity sources could provide $2.3 billion of total available capacity as of March 31, 2021.
Management's outlook. The Company's current financial position is strong and the fundamental earning capabilities of its currently existing operations is solid. Due to the uncertain economic outlook related to the COVID-19 crisis and the potential for loan losses and other asset impairments, it is anticipated that reserve levels will remain elevated compared to recent historical trends. All processes, procedures and internal controls are expected to continue as outlined in existing applicable policies despite remote working status of many employees. While the Company does not currently anticipate any material changes or deficiencies to its capital or liquidity sources, uncertainties about duration and overall effects on the economy could result in more adverse effects than expected.
Overview
This overview of management’s discussion and analysis highlights selected information in this document and may not contain all the information that is important to you. For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources, and critical accounting estimates which have an impact on the Company’s financial condition and results of operations you should carefully read this entire document.
Net income was $4,109,000 and $9,999,000 for the three months ended March 31, 2021 and 2020, respectively. Diluted net income per common share was $0.24 and $0.60 for the three months ended March 31, 2021 and 2020.
The following table shows the Company’s annualized performance ratios for three months ended March 31, 2021 and 2020, compared to the performance ratios for the year ended December 31, 2020:
Year ended
Return on average assets
0.32
1.05
Return on average common equity
2.78
7.48
8.24
Average equity to average assets
11.41
13.97
12.76
Total assets were $5.8 billion at March 31, 2021, compared to $4.7 billion as of December 31, 2020. From December 31, 2020 to March 31, 2021, cash and interest-bearing deposits decreased $7.7 million, net loan balances increased $788.4 million and investment securities increased $210.8 million. Net loan balances were $3.88 billion at March 31, 2021 compared to $3.09 billion at December 31, 2020. The increases were primarily due to the acquisition of Providence Bank during the first quarter of 2021.
Net interest margin, on a tax equivalent basis, defined as net interest income divided by average interest-earning assets, was 3.16% for the three months ended March 31, 2021, down from 3.51% for the same period in 2020. This decrease was primarily due to lower yields on loans and investments. Net interest income before the provision for loan losses was $36.8 million compared to net interest income of $29.9 million for the same period in 2020. The increase in net interest income was primarily due to the acquisition of Providence Bank during the first quarter of 2021.
Total non-interest income of $17.7 million increased $1.2 million or 7.5% from $16.5 million for the same period last year. The increase in non-interest income resulted primarily from an increase in wealth management revenues, and income from Providence Bank.
Total non-interest expense of $37.6 million increased $9.9 million or 35.6% from $27.7 million for the same period last year. The increase was primarily due to costs related to the acquisition of LINCO during the first quarter of 2021, and expenses from Providence Bank.
Following is a summary of the factors that contributed to the changes in net income (in thousands):
Change in
Net Income
2021 versus 2020
6,891
(6,655
Other income, including securities transactions
1,239
Other expenses
(9,869
2,504
Decrease in net income
(5,890
Credit quality is an area of importance to the Company. Total nonperforming loans were $32.0 million at March 31, 2021, compared to $24.5 million at March 31, 2020 and $28.1 million at December 31, 2020. See the discussion under the heading “Loan Quality and Allowance for Loan Losses” for a detailed explanation of these balances. Repossessed asset balances totaled $13.3 million at March 31, 2021 compared to $2.8 million at March 31, 2020 and $2.5 million at December 31, 2020. The increases in nonperforming loans and repossessed assets were due to the acquisition of Providence Bank.
The Company’s provision for loan losses for the three months ended March 31, 2021 and 2020 was $12,136,000 and $5,481,000, respectively. This increase was due to recording initial provision for credit losses for Providence Bank loans of $11.5 million, offset by lower provision expense for First Mid Bank during the first quarter of 2021 compared to 2020 when ASC 2016-13 was adopted. Total loans past due 30 days or more were 0.39% of loans at March 31, 2021 compared to 1.43% at March 31, 2020, and 0.44% of loans at December 31, 2020. The decline in this ratio was primarily due to the increase in loan balances. Loans secured by both commercial and residential real estate comprised approximately 64.6% of the loan portfolio as of March 31, 2021 and 65.8% as of December 31, 2020
The Company’s capital position remains strong and the Company has consistently maintained regulatory capital ratios above the “well-capitalized” standards. The Company’s Tier 1 capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at March 31, 2021 and 2020 and December 31, 2020 was 10.74%, 15.05% and 14.63%, respectively. The Company’s total capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at March 31, 2021 and 2020, and December 31, 2020 was 13.75%, 16.13% and 18.82%, respectively. The decrease in these ratios from December 31, 2020 was primarily due to the acquisition of LINCO offset by net income added to retained earnings.
On March 27, 2020, the federal banking regulatory agencies, issued an interim final rule which provided an option to delay the estimated impact on regulatory capital of ASU 2016-13, which was effective January 1, 2020. The initial impact of adoption of ASU 2016-13 as well as 25% of the quarterly increases in the allowance for credit losses subsequent to adoption of ASU 2016-13 ("CECL adjustments") will be delayed for two years. After two years, the cumulative amount of these adjustments will be phased out of the regulatory capital calculation over a three-year period, with 75% of the adjustments included in year three, 50% of the adjustments included in year four and 25% of the adjustments included in year five. After five years, the temporary delay of ASU 2016-13 adoption will be fully reversed. The Company has elected this option.
The Company’s liquidity position remains sufficient to fund operations and meet the requirements of borrowers, depositors, and creditors. The Company maintains various sources of liquidity to fund its cash needs. See the discussion under the heading “Liquidity” for a full listing of sources and anticipated significant contractual obligations.
The Company enters into financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include lines of credit, letters of credit and other commitments to extend credit. The total outstanding commitments at March 31, 2021 and 2020, were $850 million and $596 million, respectively.
Federal Deposit Insurance Corporation Insurance Coverage. As FDIC-insured institutions, First Mid Bank and Providence Bank are required to pay deposit insurance premium assessments to the FDIC. Several requirements with respect to the FDIC insurance system have affected results, including insurance assessment rates.
On September 30, 2018, the Deposit Insurance Fund Reserve Ratio reached 1.36 percent. Because the reserve ratio exceeded 1.35 percent, two deposit insurance assessment changes occurred under the FDIC regulations:
•
Surcharges on large banks (total consolidated assets of less than $10 billion) ended; the last surcharge on large banks was collected on December 28, 2018.
Small banks (total consolidated assets of less than $10 billion) were awarded assessment credits for the portion of their assets that contributed to the growth in the reserve ratio from 1.15 percent to 1.35 percent, to be applied when the reserve ratio is at least 1.38 percent.
On August 20, 2019, the FDIC Board approved a Notice of Proposed Rulemaking which amended the Small Bank Credits regulation to permit credit usage when the reserve ratio is at least 1.35 percent (rather than 1.38%). Additionally, after eight quarters of credit usage, the FDIC would remit the remaining full nominal value to each bank. Eligible banks were notified in January 24, 2019 with preliminary estimate of their share of small bank assessment credits. First Mid Bank's Small Bank Credit was $931,853. A portion of the credit was applied to the second and third quarter assessments paid in 2019 and the fourth quarter assessment paid in 2020. The remaining credit of approximately $163,700 was applied to the Company's assessment for the first quarter of 2020.
The Company expensed $452,045 and $93,000 for the assessment during the first three months of 2021 and 2020, respectively. The increase in 2021 expense was due to a remaining small bank credit utilized during the first quarter of 2020.
Basel III. In September 2010, the Basel Committee on Banking Supervision proposed higher global minimum capital standards, including a minimum Tier 1 common capital ratio and additional capital and liquidity requirements. On July 2, 2013, the Federal Reserve Board approved a final rule to implement these reforms and changes required by the Dodd-Frank Act. This final rule was subsequently adopted by the OCC and the FDIC.
The final rule includes new risk-based capital and leverage ratios:
(i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. The rule also establishes a “capital conservation buffer” of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital and would result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement was being phased in beginning in January 2016 at 0.625% of risk weighted assets and will increase by that amount each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital level falls below the buffer amount.
On March 27, 2020, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency (the "agencies") issued and interim final rule ("IFR") that delays the estimated impact on regulatory capital stemming from the implementation of ASU 2016-13 for a transition period of up to five years ("CECL IFR"). The goal of the CECL IFR is to provide regulatory relief to banking organizations that are required to adopt ASU 2016-13 as of January 1, 2020 in order to allow them to better focus on support lending to credit-worthy households and businesses. The CECL IFR is calibrated to approximate the difference in allowances under ASU 2016-13 relative to the previous incurred loss methodology for the first two years of the transition period. The cumulative difference at the end of the second year of the transition period is then phased into regulatory capital over a three-year transition period. A banking organization's five-year transition period under CECL IFR begins on the date it would have been required to adopt ASU 2016-13 under U.S. GAAP regardless of whether the banking organization uses the statutory relief offered under the CARES Act.
See discussion under the heading "Capital Resources" for a description of the Company's, First Mid Bank's and Providence Bank’s risk-based capital.
Critical Accounting Policies and Use of Significant Estimates
The Company has established various accounting policies that govern the application of U.S. generally accepted accounting principles in the preparation of the Company’s consolidated financial statements. The significant accounting policies of the Company are described in the footnotes to the consolidated financial statements included in the Company’s 2019 Annual Report on Form 10-K. Certain accounting policies involve significant judgments and assumptions by management that have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ from these judgments and assumptions, which could have a material impact on the carrying values of assets and liabilities and the results of operations of the Company.
Investment in Debt and Equity Securities. The Company classifies its investments in debt and equity securities as either held-to-maturity or available-for-sale in accordance with Statement of Financial Accounting Standards (SFAS) No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” which was codified into ASC 320. Securities classified as held-to-maturity are recorded at amortized cost. Available-for-sale securities are carried at fair value. Fair value calculations are based on quoted market prices when such prices are available. If quoted market prices are not available, estimates of fair value are computed using a variety of techniques, including extrapolation from the quoted prices of similar instruments or recent trades for thinly traded securities, fundamental analysis, or through obtaining purchase quotes. Due to the subjective nature of the valuation process, it is possible that the actual fair values of these investments could differ from the estimated amounts, thereby affecting the financial position, results of operations and cash flows of the Company. If the estimated value of investments is less than the cost or amortized cost, the Company evaluates whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment. If such an event or change has occurred and the Company determines that the impairment is other-than-temporary, a further determination is made as to the portion of impairment that is related to credit loss. The impairment of the investment that is related to the credit loss is expensed in the period in which the event or change occurred. The remainder of the impairment is recorded in other comprehensive income (loss).
Allowance for Credit Losses - Held-to-Maturity Securities. Currently all the Company's held-to-maturity securities are government agency-backed securities for which the risk of loss is minimal. Accordingly, the Company does not record an allowance for credit losses on held-to-maturity securities.
Loans. Loans are reported at amortized cost. Amortized cost is the principal balance outstanding, net of purchase discounts and premiums, fair value hedge accounting adjustments and deferred loan fees and costs. Accrued interest is reported separately and is included in interest receivable in the consolidated balance sheets.
Allowance for Credit Losses - Loans. The Company believes the allowance for credit losses for loans is the critical accounting policy that requires the most significant judgments and assumptions used in the preparation of its consolidated financial statements. The allowance for credit losses for loans represents the best estimate of losses inherent in the existing loan portfolio. An estimate of potential losses inherent in the loan portfolio are determined and an allowance for those losses is established by considering factors including historical loss rates, expected cash flows and estimated collateral values. In assessing these factors, the Company uses relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts.
The allowance for credit losses is measured on a collective (pool) basis for non-impaired loans with similar risk characteristics. Historical credit loss experience provides the basis for the estimate of expected credit losses. Adjustments to historical loss information are made for relevant factors to each pool including merger & acquisition activity, economic conditions, changes in policies, procedures & underwriting, and concentrations. The Company estimates the appropriate level of allowance for credit losses for impaired loans by evaluating them separately. A specific allowance is assigned to an impaired loan when expected cash flows or collateral are less than the carrying amount of the loan.
Allowance for Credit Losses - Off-Balance Sheet Credit Exposures. The Company estimates expected credit losses over the contractual period that the Company is exposed to credit risk via a contractual obligation to extend credit, unless the obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is included in other liabilities in the consolidated balance sheets.
Other Real Estate Owned. Other real estate owned acquired through loan foreclosure is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for loan losses. Due to the subjective nature of establishing the fair value when the asset is acquired, the actual fair value of the other real estate owned or foreclosed asset could differ from the original estimate. If it is determined that fair value temporarily declines subsequent to foreclosure, a valuation allowance is recorded through noninterest expense.
Operating costs associated with the assets after acquisition are also recorded as noninterest expense. Gains and losses on the disposition of other real estate owned and foreclosed assets are netted and posted to other noninterest expense.
Mortgage Servicing Rights. The Company has elected to measure mortgage servicing rights under the amortization method. Using this method, servicing rights are amortized in proportion to and over the period of estimated net servicing income. The amortized assets are assessed for impairment based on fair value at each reporting date. Impairment is determined by stratifying rights into tranches based on predominant characteristics, such as interest rate, loan type and investor type.
Impairment is recognized through a valuation reserve, to the extent that fair value is less than the carrying amount of the servicing assets. Fair value in excess of the carrying amount of servicing assets is not recognized.
Deferred Income Tax Assets/Liabilities. The Company’s net deferred income tax asset arises from differences in the dates that items of income and expense enter our reported income and taxable income. Deferred tax assets and liabilities are established for these items as they arise. From an accounting standpoint, deferred tax assets are reviewed to determine if they are realizable based on the historical level of taxable income, estimates of future taxable income and the reversals of deferred tax liabilities. In most cases, the realization of the deferred tax asset is based on future profitability. If the Company were to experience net operating losses for tax purposes in a future period, the realization of deferred tax assets would be evaluated for a potential valuation reserve.
Additionally, the Company reviews its uncertain tax positions annually under FASB Interpretation No. 48 (FIN No. 48), “Accounting for Uncertainty in Income Taxes,” codified within ASC 740. An uncertain tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be recognized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded. A significant amount of judgment is applied to determine both whether the tax position meets the "more likely than not" test as well as to determine the largest amount of tax benefit that is greater than 50% likely to be recognized. Differences between the position taken by management and that of taxing authorities could result in a reduction of a tax benefit or increase to tax liability, which could adversely affect future income tax expense.
Impairment of Goodwill and Intangible Assets. Core deposit and customer relationships, which are intangible assets with a finite life, are recorded on the Company’s consolidated balance sheets. These intangible assets were capitalized as a result of past acquisitions and are being amortized over their estimated useful lives of up to 15 years. Core deposit intangible assets, with finite lives will be tested for impairment when changes in events or circumstances indicate that its carrying amount may not be recoverable. Core deposit intangible assets were tested for impairment as of September 30, 2020 as part of the goodwill impairment test and no impairment was identified.
As a result of the Company’s acquisition activity, goodwill, an intangible asset with an indefinite life, is reflected on the consolidated balance sheets. Goodwill is evaluated for impairment annually, unless there are factors present that indicate a potential impairment, in which case, the goodwill impairment test is performed more frequently than annually.
Fair Value Measurements. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company estimates the fair value of a financial instrument using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, the Company estimates fair value. The Company’s valuation methods consider factors such as liquidity and concentration concerns. Other factors such as model assumptions, market dislocations, and unexpected correlations can affect estimates of fair value. Imprecision in estimating these factors can impact the amount of revenue or loss recorded.
SFAS No. 157, “Fair Value Measurements”, which was codified into ASC 820, establishes a framework for measuring the fair value of financial instruments that considers the attributes specific to particular assets or liabilities and establishes a three-level hierarchy for determining fair value based on the transparency of inputs to each valuation as of the fair value measurement date.
The three levels are defined as follows:
Level 1 — quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 — inputs include quoted prices for similar assets and liabilities in active markets, quoted prices of identical or similar assets or liabilities in markets that are not active, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 — inputs that are unobservable and significant to the fair value measurement.
At the end of each quarter, the Company assesses the valuation hierarchy for each asset or liability measured. From time to time, assets or liabilities may be transferred within hierarchy levels due to changes in availability of observable market inputs to measure fair value at the measurement date. Transfers into or out of hierarchy levels are based upon the fair value at the beginning of the reporting period. A more detailed description of the fair values measured at each level of the fair value hierarchy can be found in Note 7 – Fair Value of Assets and Liabilities.
Results of Consolidated Operations
Net Interest Income
The largest source of revenue for the Company is net interest income. Net interest income represents the difference between total interest income earned on earning assets and total interest expense paid on interest-bearing liabilities. The amount of interest income is dependent upon many factors, including the volume and mix of earning assets, the general level of interest rates and the dynamics of changes in interest rates. The cost of funds necessary to support earning assets varies with the volume and mix of interest-bearing liabilities and the rates paid to attract and retain such funds.
Net interest income is the excess of interest received from earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is presented on a full tax equivalent ("TE") basis in the table that follows. The federal statutory rate in effect of 21% for 2020 and 2019 was used. The TE analysis portrays the income tax benefits associated with the tax-exempt assets. The year-to-date net yield on interest-earning assets excluding the TE adjustments of $595,000 and $520,000 for 2021 and 2020, respectively were 3.11% and 3.45% at March 31, 2021 and March 31, 2020.
The Company’s average balances, fully tax equivalent interest income and interest expense, and rates earned or paid for major balance sheet categories are set forth for the three months ended March 31, 2021 and 2020 in the following table (dollars in thousands):
Rate
Interest-bearing deposits with other financial
institutions
278,295
0.11
23,824
91
1.54
1,316
0.03
926
0.87
2.14
5,064
2.46
Taxable
761,727
3,249
1.71
543,799
3,339
Tax-exempt (1)
248,188
2,016
3.25
174,459
1,582
3.63
Loans net of unearned income (TE) (2)
3,477,754
36,058
4.20
2,703,051
30,215
4.50
Total earning assets
4,769,975
41,411
3,451,123
35,260
4.11
84,392
93,283
68,282
59,476
296,284
251,359
Allowance for loan losses
(46,735
(29,990
5,172,198
3,825,251
Liabilities and Stockholders' Equity
Interest-bearing deposits
Demand deposits
1,876,378
886
0.19
1,264,489
1,092
0.35
Savings deposits
579,632
0.10
435,480
119
Time deposits
623,852
1,462
0.95
570,132
2,650
Total Interest-bearing deposits
3,079,862
0.33
2,270,101
0.68
198,670
0.14
202,693
0.38
102,081
1.49
120,146
Federal funds purchased
0.00
2,110
1.91
Subordinated debt
94,266
4.23
Junior subordinated debentures
19,041
2.98
18,873
4.65
Other debt
769
Total borrowings
414,058
1,568
344,591
1,006
1.17
Total interest-bearing liabilities
3,493,920
0.47
2,614,692
4,867
0.75
Non interest-bearing demand deposits
1,033,741
0.36
628,588
54,346
47,539
Stockholders' equity
590,191
534,432
Total liabilities & equity
37,359
30,393
Net interest spread
3.05
3.36
Impact of non interest-bearing funds
0.15
TE Net yield on interest-earning assets
3.16
3.51
The tax-exempt income is shown on a tax equivalent basis.
Nonaccrual loans and loans held for sale are included in the average balances. Balances are net of unaccreted discount related to loans acquired.
Changes in net interest income may also be analyzed by segregating the volume and rate components of interest income and interest expense. The following table summarizes the approximate relative contribution of changes in average volume and interest rates to changes in net interest income for the three months ended March 31, 2021, compared to the same period in 2020 (in thousands):
compared to 2020 Increase / (Decrease)
Change
Volume (1)
Rate (1)
Earning Assets:
(17
612
(629
(2
(6
(90
4,581
(4,671
Tax-exempt (2)
434
613
(179
Loans (2) (3)
5,843
17,898
(12,055
6,151
23,695
(17,544
Interest-Bearing Liabilities:
(206
1,975
(2,181
82
(65
(1,188
1,496
(2,684
(124
(120
(81
(125
Federal Funds Purchased
(10
931
(78
(92
(815
4,406
(5,221
6,966
19,289
(12,323
Changes attributable to the combined impact of volume and rate have been allocated proportionately to the change due to volume and the change due to rate.
The tax-exempt income is shown on a tax-equivalent basis.
Nonaccrual loans have been included in the average balances.
Tax equivalent net interest income increased $7.0 million, or 22.9%, to $37.4 million for the three months ended March 31, 2021, from $30.4 million for the same period in 2019. Net interest income increased primarily due to the acquisition of Providence Bank during the first quarter of 2021. The net interest margin decreased primarily due to a lower interest rates on loans and investments.
For the three months ended March 31, 2021, average earning assets increased $1.3 billion, or 38.2%, and average interest-bearing liabilities increased $879.2 million or 33.6% compared with average balances for the same period in 2020.
The changes in average balances for these periods are shown below:
Average interest-bearing deposits with other financial institutions increased $254.5 million or 1068.1%.
Average federal funds sold increased $0.4 million or 42.1%.
Average certificates of deposits investments decreased $2.4 million or 46.8%
Average loans increased by $774.7 million or 28.7%.
Average securities increased by $291.7 million or 40.6%.
Average interest-bearing customer deposits increased by $809.8 million or 35.7%
Average securities sold under agreements to repurchase decreased by $4.0 million or 2.0%.
Average borrowings and other debt increased by $73.5 million or 51.8%.
Net interest margin decreased to 3.16% for the first three months of 2021 from 3.51% for the first three months of 2020.
Provision for Loan Losses
The provision for loan losses for the three months ended March 31, 2021 and 2020 was $12.1 million and $5.5 million, respectively. This increase was due to recording initial provision for credit losses for Providence Bank loans of $11.5 million, offset by lower provision expense for First Mid Bank during the first quarter of 2021 compared to 2020 when ASC 2016-13 was adopted. Net charge-offs were $702,000 for the three months ended March 31, 2021, compared to net charge offs of $1.2 million for March 31, 2020. Nonperforming loans were $32.0 million and $24.5 million as of March 31, 2021 and 2020, respectively. For information on loan loss experience and nonperforming loans, see discussion under the “Nonperforming Loans” and “Loan Quality and Allowance for Loan Losses” sections below.
Other Income
An important source of the Company’s revenue is other income. The following table sets forth the major components of other income for the three months ended March 31, 2021 and 2020 (in thousands):
Three months March 31, 2021
$ Change
% Change
35.9
(764
-11.5
(414
-23.3
Security gains, net
(527
-99.2
357.5
712
35.8
47.8
(375
-30.5
7.5
Following are explanations of the changes in these other income categories for the three months ended March 31, 2021 compared to the same period in 2020:
Wealth management revenues increased due to increases in all lines of business within Wealth Management.
Insurance commissions decreased primarily due to a decrease in contingency income for the period compared to the same period last year.
Fees from service charges decreased due to an increase in waived commercial service charges.
Gains from the sale of securities during the first quarter of 2021 and 2020 were $3,900 and $531,000, respectively.
The increase in mortgage banking income was due to an increase in mortgage refinancing activity and fees from loans sold in the secondary market. Loans sold balances were as follows:
$108.3 million (representing 263 loans) for the three months ended March 31, 2021
$20.6 million (representing 151 loans) for the three months ended March 31, 2020
First Mid Bank and Providence Bank generally releases the servicing rights on loans sold into the secondary market.
Revenue from ATMs and debit cards increased due to an increase in activity during the quarter.
Bank owned life insurance income increased approximately $206,000 during the period in 2021 compared to the same period in 2020, due to $25 million of additional purchased during the first quarter and $30.3 million added through the acquisition of Providence Bank.
Other income declined primarily due a swap upfront fee received in 2020 that did not recur in 2021.
49
Other Expense
The following table sets forth the major components of other expense for the three months ended March 31, 2021 and 2020 (in thousands):
6,987
42.3
728
17.2
269.6
386.0
(75
-5.8
17.9
0.3
4.4
ATM/debit card expense
233
38.5
Other operating expenses
1,440
49.7
9,869
35.6
Following are explanations for the changes in these other expense categories for the three months ended March 31, 2021 compared to the same period in 2020:
The increase in salaries and employee benefits, the largest component of other expense, is primarily due to an increase in incentive compensation and commissions, group insurance expense, share-based compensation expense, increases for merit raises and applicable payroll taxes, and the addition of Providence Bank for part of the first quarter of 2021. There were 983 and 835 full-time equivalent employees at March 31, 2021 and 2020, respectively.
The decrease in occupancy and equipment expense was due to a decrease in expense for software and other uncapitalized equipment offset by an increase in rent expense.
The increase in net other real estate owned expense was primarily due to properties acquired with the acquisition of Providence Bank.
Expense for amortization of intangible assets decreased due to less amortization for core deposit intangibles for the three months ended March 31, 2021 compared to 2020.
The increase in other operating expenses was primarily due to an increase in costs to acquire LINCO and additional expenses from the operation of Providence Bank.
On a net basis, all other categories of operating expenses increased slightly during the period compared to last year primarily due to the operation of Providence Bank.
Income Taxes
Total income tax expense amounted to $668,000 (14.0% effective tax rate) for the three months ended March 31, 2021, compared to $3.2 million (24.1% effective tax rate) for the same period in 2020. The decline in effective rate is primarily resulting from costs incurred in the acquisition of LINCO and Providence Bank.
The Company files U.S. federal and state of Illinois, Indiana, and Missouri income tax returns. The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2018.
Analysis of Consolidated Balance Sheets
The Company’s overall investment objectives are to insulate the investment portfolio from undue credit risk, maintain adequate liquidity, insulate capital against changes in market value and control excessive changes in earnings while optimizing investment performance. The types and maturities of securities purchased are primarily based on the Company’s current and projected liquidity and interest rate sensitivity positions. The following table sets forth the amortized cost of the available-for-sale and held-to-maturity securities as of March 31, 2021 and December 31, 2020 (dollars in thousands)
Average Yield
179,801
1.20
132,083
1.25
2.65
2.72
1.76
1.92
38,148
4.39
5.22
Total securities
1,087,827
1.95
860,179
2.08
At March 31, 2021, the Company’s investment portfolio increased by $227.6 million from December 31, 2020 primarily due to securities added with the acquisition of Providence Bank. When purchasing investment securities, the Company considers its overall liquidity and interest rate risk profile, as well as the adequacy of expected returns relative to the risks assumed. The table below presents the credit ratings as of March 31, 2021 for certain investment securities (in thousands):
Average Credit Rating of Fair Value at March 31, 2021 (1)
AAA
AA +/-
A +/-
BBB +/-
< BBB -
Not rated
U.S. Treasury securities and
obligations of U.S. government
131,290
10,980
Obligations of state and political
subdivisions
20,117
173,117
63,244
1,241
Mortgage-backed securities (2)
1,073
620,879
50,451
304,407
669,847
Equity securities:
Federal Agricultural Mtg Corp
Credit ratings reflect the lowest current rating assigned by a nationally recognized credit rating agency.
Mortgage-backed securities include mortgage-backed securities (MBS) and collateralized mortgage obligation (CMO) issues from the following government sponsored enterprises: FHLMC, FNMA, GNMA and FHLB. While MBS and CMOs are no longer explicitly rated by credit rating agencies, the industry recognizes that they are backed by agencies which have an implied government guarantee.
51
The loan portfolio is the largest category of the Company’s earning assets. The following table summarizes the composition of the loan portfolio at amortized cost, including loans held for sale, as of March 31, 2021 and December 31, 2020 (in thousands):
% Outstanding
4.2
3.9
8.1
10.5
10.4
7.6
6.0
37.4
64.6
65.8
3.1
25.8
23.5
2.3
2.5
3.8
100.0
Loan balances increased $804.7 million, or 25.6% of which approximately $838 million were loans acquired with Providence Bank and $259.7 million were PPP loans. The balance of real estate loans held for sale, included in the balances shown above, amounted to $4.7 million and $1.9 million as of March 31, 2021 and December 31, 2020, respectively.
Commercial and commercial real estate loans generally involve higher credit risks than residential real estate and consumer loans. Because payments on loans secured by commercial real estate or equipment are often dependent upon the successful operation and management of the underlying assets, repayment of such loans may be influenced to a great extent by conditions in the market or the economy. The Company does not have any sub-prime mortgages or credit card loans outstanding which are also generally considered to be higher credit risk.
Loans are geographically dispersed in central and southern Illinois, the St. Louis Metro area and central Missouri, and Texas. While these regions have experienced some economic stress during 2021 and 2020, the Company does not consider these locations high risk areas since these regions have not experienced the significant declines in real estate values seen in some other areas in the United States.
The Company does not have a concentration, as defined by the regulatory agencies, in construction and land development loans or commercial real estate loans as a percentage of total risk-based capital for the periods shown above. At March 31, 2021 and December 31, 2020, the Company did have industry loan concentrations that exceeded 25% of total risk-based capital in the following industries (dollars in thousands):
balance
Other grain farming
278,186
7.06
308,202
9.82
Lessors of non-residential buildings
426,294
10.81
420,175
13.39
Lessors of residential buildings & dwellings
319,777
8.11
313,268
9.98
Other gambling industries
121,283
119,549
3.81
Hotels and motels
126,016
3.20
124,755
3.98
Nursing care facilities (skilled nursing)
109,839
2.79
114,937
3.66
The concentration of nursing care facilities was less than 25% of total risk-based capital as of March 31, 2021 however is shown for comparative purposes. The Company had no further industry loan concentrations in excess of 25% of total risk- based capital.
52
The following table presents the balance of loans outstanding as of March 31, 2021, by contractual maturities (in thousands):
Maturity (1)
or less(2)
Over 1 through
Over 5
years
31,740
84,287
49,349
29,201
99,640
140,811
29,086
75,631
307,753
29,627
164,465
103,892
168,171
569,110
665,604
287,825
993,133
1,267,409
71,515
46,750
2,805
250,797
582,829
183,774
4,968
68,502
18,235
73,130
24,041
67,386
688,235
1,715,255
1,539,609
Based upon remaining contractual maturity.
Includes demand loans, past due loans and overdrafts.
As of March 31, 2021, loans with maturities over one year consisted of approximately $2.5 billion in fixed rate loans and approximately $719 million in variable rate loans. The loan maturities noted above are based on the contractual provisions of the individual loans. The Company has no general policy regarding renewals and borrower requests, which are handled on a case-by-case basis.
Nonperforming Loans and Nonperforming Other Assets
Nonperforming loans include: (a) loans accounted for on a nonaccrual basis; (b) accruing loans contractually past due ninety days or more as to interest or principal payments; and (c) loans not included in (a) and (b) above which are defined as “troubled debt restructurings”. Repossessed assets include primarily repossessed real estate and automobiles.
The Company’s policy is to discontinue the accrual of interest income on any loan for which principal or interest is ninety days past due. The accrual of interest is discontinued earlier when, in the opinion of management, there is reasonable doubt as to the timely collection of interest or principal. Once interest accruals are discontinued, accrued but uncollected interest is charged against current year income. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal.
Restructured loans are loans on which, due to deterioration in the borrower’s financial condition, the original terms have been modified in favor of the borrower or either principal or interest has been forgiven. Repossessed assets represent property acquired as the result of borrower defaults on loans. These assets are recorded at estimated fair value, less estimated selling costs, at the time of foreclosure or repossession. Write-downs occurring at foreclosure are charged against the allowance for loan losses. On an ongoing basis, properties are appraised as required by market indications and applicable regulations. Write-downs for subsequent declines in value are recorded in non-interest expense in other real estate owned along with other expenses related to maintaining the properties.
The following table presents information concerning the aggregate amount of nonperforming loans and repossessed assets at March 31, 2021 and December 31, 2020 (in thousands):
Nonaccrual loans
Restructured loans which are performing in accordance with revised terms
4,104
Total nonperforming loans
31,981
28,123
Repossessed assets
2,493
Total nonperforming loans and repossessed assets
45,320
30,616
Nonperforming loans to loans, before allowance for loan losses
0.81
0.90
Nonperforming loans and repossessed assets to loans, before allowance for loan losses
1.15
0.98
The $4,127,000 increase in nonaccrual loans during 2021 resulted from the net of $6,120,000 of loans put on nonaccrual status offset by $1,336,000 of loans becoming current or paid-off, $45,000 of loans transferred to other real estate and $612,000 of loans charged off. The following table summarizes the composition of nonaccrual loans (in thousands):
% of Total
0.8
0.7
1.3
1.5
31.5
29.2
Multifamily Residential properties
7.8
9.2
34.2
36.9
75.6
77.4
0.9
2.8
22.0
18.4
1.4
0.1
0.0
Interest income that would have been reported if nonaccrual and restructured loans had been performing totaled $154,000 and $221,000 for the three months ended March 31, 2021 and 2020, respectively.
The $10,846,000 increase in repossessed assets during the first three months of 2021 resulted from $45,000 of additional assets repossessed and $53,000 of repossessed assets sold, a write down of one asset of $37,000 and assets added from the acquisition of Providence Bank of approximately $10.9 million. The following table summarizes the composition of repossessed assets (in thousands):
4,839
36.3
1,436
57.6
1-4 family residential properties
6,778
50.8
1,722
12.9
982
39.4
Total real estate
99.8
0.2
Total repossessed collateral
Repossessed assets sold during the first three months of 2021 resulted in net gains of $72,000, of which $71,000 of net gains was related to real estate asset sales and $1,000 of net losses was related to other repossessed assets. Additionally, $37,000 of losses were recognized due to write down of one asset. Repossessed assets sold during the same period in 2020 resulted in net gains of $162,000, of which $170,000 of net losses was related to real estate asset sales and $8,000 of net gains was related to other repossessed assets.
Loan Quality and Allowance for Credit Losses
The allowance for credit losses represents management’s estimate of the reserve necessary to adequately account for probable losses existing in the current portfolio. The provision for loan losses is the charge against current earnings that is determined by management as the amount needed to maintain an adequate allowance for loan losses. In determining the adequacy of the allowance for loan losses, and therefore the provision to be charged to current earnings, management relies predominantly on a disciplined credit review and approval process that extends to the full range of the Company’s credit exposure. The review process is directed by overall lending policy and is intended to identify, at the earliest possible stage, borrowers who might be facing financial difficulty. Factors considered by management in evaluating the overall adequacy of the allowance include a migration analysis of the historical net loan losses by loan segment, the level and composition of nonaccrual, past due and renegotiated loans, trends in volumes and terms of loans, effects of changes in risk selection and underwriting standards or lending practices, lending staff changes, concentrations of credit, industry conditions and the current economic conditions in the region where the Company operates.
54
Management reviews economic factors including the potential for reduced cash flow for commercial operating loans from reduction in sales or increased operating costs, decreased occupancy rates for commercial buildings, reduced levels of home sales for commercial land developments, the uncertainty regarding grain prices, increased operating costs for farmers, and increased levels of unemployment and bankruptcy impacting consumer’s ability to pay. Each of these economic uncertainties was taken into consideration in developing the level of the reserve. Management considers the allowance for loan losses a critical accounting policy.
Management recognizes there are risk factors that are inherent in the Company’s loan portfolio. All financial institutions face risk factors in their loan portfolios because risk exposure is a function of the business. The Company’s operations (and therefore its loans) are concentrated in east central Illinois, an area where agriculture is the dominant industry. Accordingly, lending and other business relationships with agriculture-based businesses are critical to the Company’s success. At March 31, 2021, the Company’s loan portfolio included $390.7 million of loans to borrowers whose businesses are directly related to agriculture. Of this amount, $278.2 million was concentrated in other grain farming. Total loans to borrowers whose businesses are directly related to agriculture decreased $1.0 million from $391.7 million at December 31, 2020 while loans concentrated in other grain farming decreased $30.0 million from $308.2 million at December 31, 2020. While the Company adheres to sound underwriting practices, including collateralization of loans, any extended period of low commodity prices, drought conditions, significantly reduced yields on crops and/or reduced levels of government assistance to the agricultural industry could result in an increase in the level of problem agriculture loans and potentially result in loan losses within the agricultural portfolio. In addition, the Company has $126.0 million of loans to motels and hotels. The performance of these loans is dependent on borrower specific issues as well as the general level of business and personal travel within the region. While the Company adheres to sound underwriting standards, a prolonged period of reduced business or personal travel could result in an increase in nonperforming loans to this business segment and potentially in loan losses. The Company also has $426.3 million of loans to lessors of non-residential buildings, $319.8 million of loans to lessors of residential buildings and dwellings, and $121.3 million of loans to other gambling industries.
The structure of the Company’s loan approval process is based on progressively larger lending authorities granted to individual loan officers, loan committees, and ultimately the Board of Directors. Outstanding balances to one borrower or affiliated borrowers are limited by federal regulation; however, limits well below the regulatory thresholds are generally observed. Most of the Company’s loans are to businesses located in the geographic market areas served by the Company’s branch bank system. Additionally, a significant portion of the collateral securing the loans in the portfolio is located within the Company’s primary geographic footprint. In general, the Company adheres to loan underwriting standards consistent with industry guidelines for all loan segments.
The Company minimizes credit risk by adhering to sound underwriting and credit review policies. Management and the board of directors of the Company review these policies at least annually. Senior management is actively involved in business development efforts and the maintenance and monitoring of credit underwriting and approval. The loan review system and controls are designed to identify, monitor and address asset quality problems in an accurate and timely manner. The board of directors and management review the status of problem loans each month and formally determine a best estimate of the allowance for loan losses on a quarterly basis. In addition to internal policies and controls, regulatory authorities periodically review asset quality and the overall adequacy of the allowance for loan losses.
Analysis of the allowance for credit losses as of March 31, 2021 and 2020, and of changes in the allowance for the three months ended March 31, 2021 and 2020, is as follows (dollars in thousands):
Average loans outstanding, net of unearned income
Allowance-prior year end of period
Adjustment for adoption of ASU 2013-16
Allowance - beginning of period
Charge-offs:
1-4 Family residential
Total charge-offs
Recoveries:
1-4 Family Residential
Total recoveries
Net charge-offs (recoveries)
702
1,188
Allowance-end of period
Ratio of annualized net charge-offs to average loans
0.08
0.18
Ratio of allowance for credit losses to loans outstanding (at amortized cost)
1.41
Ratio of allowance for credit losses to nonperforming loans
134
Excluding the fully guaranteed PPP loans, the ratio of allowance for credit losses to loans outstanding was 1.50% as of March 31, 2021. The increase in the allowance for credit losses to nonperforming loans ratio is primarily due to the increase in the allowance for credit losses and a decline in nonperforming loans at March 31, 2021 compared to March 31, 2020. The increase in allowance for credit losses is primarily due to the day one provision required to be recorded in the acquisition of loans with Providence Bank.
During the first three months of 2021, the Company had net charge-offs of $702,000 compared to net charge-offs of $1,188,000 in 2020. During the first three months of 2021, there was a significant charge-off of one commercial real estate loans of one borrower totaling $480,000. During the first three months of 2020, there was one significant charge off on one loan to a commercial borrower of $836,200.
Funding of the Company’s earning assets is substantially provided by a combination of consumer, commercial and public fund deposits. The Company continues to focus its strategies and emphasis on retail core deposits, the major component of funding sources. The following table sets forth the average deposits and weighted average rates for the three months ended March 31, 2021 and 2020 and for the year ended December 31, 2020 (dollars in thousands):
Year ended December 31, 2020
Demand deposits:
Non-interest-bearing
—%
777,435
Interest-bearing
1,557,264
Savings
469,276
0.09
1.86
531,834
1.61
Total average deposits
4,113,603
0.25
2,898,689
0.54
3,335,809
During the first three months of 2021, the average balance of deposits increased by $777.8 million from the average balance for the year ended December 31, 2020. Average non-interest-bearing deposits increased by $256.3 million, average interest-bearing balances increased by $319.1 million, savings account balances increased $110.4 million and balances of time deposits increased $92.0 million. These increases were primarily due to deposits added in the acquisition of Providence Bank.
The following table sets forth the high and low month-end balances for the three months ended March 31, 2021 and 2020 and for the year ended December 31, 2020 (in thousands):
High month-end balances of total deposits
2,932,973
Low month-end balances of total deposits
3,725,741
2,873,260
Balances of time deposits of $100,000 or more include time deposits maintained for public fund entities and consumer time deposits. The following table sets forth the maturity of time deposits of $100,000 or more at March 31, 2021 and December 31, 2020 (in thousands):
3 months or less
126,122
72,945
Over 3 through 6 months
127,404
49,710
Over 6 through 12 months
334,529
88,682
Over 12 months
79,133
72,070
667,188
283,407
Repurchase Agreements and Other Borrowings
Securities sold under agreements to repurchase are short-term obligations of First Mid Bank. These obligations are collateralized with certain government securities that are direct obligations of the United States or one of its agencies. These retail repurchase agreements are offered as a cash management service to its corporate customers. Other borrowings consist of Federal Home Loan Bank (“FHLB”) advances, federal funds purchased, loans (short-term or long-term debt) that the Company has outstanding and junior subordinated debentures. Information relating to securities sold under agreements to repurchase and other borrowings as of March 31, 2021 and December 31, 2020 is presented below (dollars in thousands):
Federal Home Loan Bank advances:
Fixed term – due in one year or less
18,984
Fixed term – due after one year
97,877
74,985
Other borrowings:
Fed funds
442,722
414,186
Average interest rate at end of period
1.39
Maximum outstanding at any month-end:
350,288
FHLB-Overnight
66,000
74,895
8,000
Debt due in one year or less
Debt due after one year
94,256
Averages for the period (YTD):
219,298
FHLB-overnight
1,831
17,406
24,858
84,675
79,999
525
Loans due in one year or less
656
Loans due after one year
22,403
18,936
370,338
Average interest rate during the period
1.52
1.07
Securities sold under agreements to repurchase increased $5.6 million during the first three months of 2021 primarily due to the cash flow needs of various customers. FHLB advances represent borrowings by First Mid Bank and Providence Bank to economically fund loan demand. At March 31, 2021 the fixed term advances, before net premiums of $921,000, consisted of $115.9 million as follows:
The Company is party to a revolving credit agreement with The Northern Trust Company in the amount of $15 million. There was no balance on this line of credit as of March 31, 2021. This loan was renewed on April 9, 2021 for one year as a revolving credit agreement. The interest rate is floating at 2.25% over the federal funds rate. The loan is secured by the stock of First Mid Bank. The Company and First Mid Bank were in compliance with the existing covenants at March 31, 2021 and 2020, and December 31, 2020.
On October 6, 2020, the Company issued and sold $96.0 million in aggregate principal amount of its 3.95% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). The Notes were issued pursuant to the Indenture, dated as of October 6, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of October 6, 2020 (the “Supplemental Indenture”), between the Company and the Trustee. The Base Indenture, as amended and supplemented by the Supplemental Indenture, governs the terms of the Notes and provides that the Notes are unsecured, subordinated debt obligations of the Company and will mature on October 15, 2030. From and including the date of issuance to, but excluding October 15, 2025, the Notes will bear interest at an initial rate of 3.95% per annum. From and including October 15, 2025 to, but excluding the maturity date or earlier redemption, the Notes will bear interest at a floating rate equal to three-month Term SOFR plus a spread of 383 basis points, or such other rate as determined pursuant to the Supplemental Indenture, provided that in no event shall the applicable floating interest rate be less than zero per annum.
On April 26, 2006, the Company completed the issuance and sale of $10 million of fixed/floating rate trust preferred securities through First Mid-Illinois Statutory Trust II (“Trust II”), a statutory business trust and wholly owned unconsolidated subsidiary of the Company, as part of a pooled offering. The Company established Trust II for the purpose of issuing the trust preferred securities. The $10 million in proceeds from the trust preferred issuance and an additional $310,000 for the Company’s investment in common equity of Trust II, a total of $10,310 000, was invested in junior subordinated debentures of the Company. The underlying junior subordinated debentures issued by the Company to Trust II mature in 2036, bore interest at a fixed rate of 6.98% paid quarterly until June 15, 2011 and then converted to floating rate (LIBOR plus 160 basis points, 1.78% and 1.82% at March 31, 2021 and December 31, 2020, respectively).
On September 8, 2016, the Company assumed the trust preferred securities of Clover Leaf Statutory Trust I (“CLST I”), a statutory business trust that was a wholly owned unconsolidated subsidiary of First Clover Financial. The $4,000,000 of trust preferred securities and an additional $124,000 additional investment in common equity of CLST I, is invested in junior subordinated debentures issued to CLST I. The subordinated debentures mature in 2025, bear interest at three-month LIBOR plus 185 basis points (2.03% and 2.07% at March 31, 2021 and December 31, 2020, respectively) and resets quarterly.
On May 1, 2018, the Company assumed the trust preferred securities of FBTC Statutory Trust I (“FBTCST I”), a statutory business trust that was a wholly owned unconsolidated subsidiary of First BancTrust Corporation. The $6,000,000 of trust preferred securities and an additional $186,000 additional investment in common equity of FBTCST I is invested in junior subordinated debentures issued to FBTCST I. The subordinated debentures mature in 2035, bear interest at three-month LIBOR plus 170 basis points (1.88% and 2.44% at March 31, 2021 and December 31, 2020, respectively) and resets quarterly.
The trust preferred securities issued by Trust II, CLST I and FBTCST I are included as Tier 1 capital of the Company for regulatory capital purposes. On March 1, 2005, the Federal Reserve Board adopted a final rule that allows the continued limited inclusion of trust preferred securities in the calculation of Tier 1 capital for regulatory purposes. The final rule provided a five-year transition period, ending September 30, 2010, for application of the revised quantitative limits. On March 17, 2009, the Federal Reserve Board adopted an additional final rule that delayed the effective date of the new limits on inclusion of trust preferred securities in the calculation of Tier 1 capital until March 31, 2012. The application of the revised quantitative limits did not and is not expected to have a significant impact on its calculation of Tier 1 capital for regulatory purposes or its classification as well-capitalized. The Dodd-Frank Act, signed into law July 21, 2010, removes trust preferred securities as a permitted component of a holding company’s Tier 1 capital after a three-year phase-in period beginning January 1, 2013 for larger holding companies. For holding companies with less than $15 billion in consolidated assets, existing issues of trust preferred securities are grandfathered and not subject to this new restriction.
Similarly, the final rule implementing the Basel III reforms allows holding companies with less than $15 billion in consolidated assets as of December 31, 2009 to continue to count toward Tier 1 capital any trust preferred securities issued before May 19, 2010. New issuances of trust preferred securities, however, would not count as Tier 1 regulatory capital.
In addition to requirements of the Dodd-Frank Act discussed above, the act also required the federal banking agencies to adopt certain rules that prohibit banks and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (defined as hedge funds and private equity funds). This rule is generally referred to as the “Volcker Rule.” The rules permit the retention of an interest in or sponsorship of covered funds by banking entities under $15 billion in assets (such as the Company) if (1) the collateralized debt obligation was established and issued prior to May 19, 2010, (2) the banking entity reasonably believes that the offering proceeds received by the collateralized debt obligation were invested primarily in qualifying trust preferred collateral, and (3) the banking entity’s interests in the collateralized debt obligation was acquired on or prior to December 10, 2013. The Company does not currently anticipate that the Volcker Rule will have a material effect on the operations of the Company, First Mid Bank or Providence Bank. On June 25, 2020, the agencies announced that certain restrictions under the Volcker Rule applicable to large banking entities will be eased commencing October 1, 2020.
Interest Rate Sensitivity
The Company seeks to maximize its net interest margin while maintaining an acceptable level of interest rate risk. Interest rate risk can be defined as the amount of forecasted net interest income that may be gained or lost due to changes in the interest rate environment, a variable over which management has no control. Interest rate risk, or sensitivity, arises when the maturity or repricing characteristics of interest-bearing assets differ significantly from the maturity or repricing characteristics of interest- bearing liabilities. The Company monitors its interest rate sensitivity position to maintain a balance between rate sensitive assets and rate sensitive liabilities. This balance serves to limit the adverse effects of changes in interest rates. The Company’s asset liability management committee (ALCO) oversees the interest rate sensitivity position and directs the overall allocation of funds.
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In the banking industry, a traditional way to measure potential net interest income exposure to changes in interest rates is through a technique known as “static GAP” analysis which measures the cumulative differences between the amounts of assets and liabilities maturing or repricing at various intervals. By comparing the volumes of interest-bearing assets and liabilities that have contractual maturities and repricing points at various times in the future, management can gain insight into the amount of interest rate risk embedded in the balance sheet. The following table sets forth the Company’s interest rate repricing GAP for selected maturity periods at March 31, 2021 (dollars in thousands):
Rate Sensitive Within
1 years
1-2 years
2-3 years
3-4 years
4-5 years
Interest-earning assets:
Federal funds sold and other
interest-bearing deposits
331,066
980
1,715
Taxable investment securities
130,978
127,482
114,465
110,812
43,819
315,174
842,730
Nontaxable investment securities
37,250
13,785
13,750
17,927
16,016
153,835
252,563
252,643
1,341,946
639,970
461,940
597,510
448,676
453,057
3,899,938
1,842,220
782,952
590,155
726,249
508,511
922,066
5,372,153
5,329,072
Interest-bearing liabilities:
Savings and NOW accounts
496,434
171,251
755,542
1,936,980
Money market accounts
527,665
33,838
140,929
803,946
Other time deposits
669,953
87,194
23,041
19,888
11,439
811,586
Short-term borrowings/debt
Long-term borrowings/debt
38,053
20,326
15,206
101,634
40,000
230,219
226,454
1,944,608
312,609
243,336
239,977
318,162
936,542
3,995,234
3,994,589
Rate sensitive assets – rate
sensitive liabilities
(102,388
470,343
346,819
486,272
190,349
(14,476
1,376,919
Cumulative GAP
367,955
714,774
1,201,046
1,391,395
Cumulative amounts as % of
total Rate sensitive assets
-1.9
8.8
6.5
9.1
-0.3
Cumulative Ratio
13.3
22.4
25.9
25.6
The static GAP analysis shows that at March 31, 2021, the Company was liability sensitive, on a cumulative basis, through the twelve-month time horizon. This indicates that future increases in interest rates could have an adverse effect on net interest income. There are several ways the Company measures and manages the exposure to interest rate sensitivity, including static GAP analysis. The Company’s ALCO also uses other financial models to project interest income under various rate scenarios and prepayment/extension assumptions consistent with First Mid Bank’s historical experience and with known industry trends. ALCO meets at least monthly to review the Company’s exposure to interest rate changes as indicated by the various techniques and to make necessary changes in the composition terms and/or rates of the assets and liabilities. The Company is currently experiencing downward pressure on asset yields resulting from the extended period of historically low interest rates and heightened competition for loans. A continuation of this environment could result in a decline in interest income and the net interest margin.
Capital Resources
At March 31, 2021, the Company’s stockholders' equity increased $33.7 million, or 5.9%, to $602 million from $568 million as of December 31, 2020. During the first three months of 2021, net income contributed $4.1 million to equity before the payment of dividends to stockholders. The change in market value of available-for-sale investment securities decreased stockholders' equity by $12.0 million, net of tax. Dividends of $3.4 million were paid during the first quarter of 2021. The acquisition of LINCO also increase stockholders’ equity $44.2 million.
The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Bank holding companies follow minimum regulatory requirements established by the Board of Governors of the Federal Reserve System (“Federal Reserve System”), and First Mid Bank and Providence Bank follow similar minimum regulatory requirements established for banks by the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation, as applicable. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary action by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Quantitative measures established by regulatory capital standards to ensure capital adequacy require the Company and its subsidiary banks to maintain a minimum capital amounts and ratios (set forth in the table below). Management believes that, as of March 31, 2021 and December 31, 2020, the Company, First Mid Bank and Providence Bank met all capital adequacy requirements.
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As permitted by the interim final rule issued on March 27, 2020 by the federal banking regulatory agencies, the Company has elected the option to delay the estimated impact on regulatory capital of adopting ASU 2016-13, which was effective January 1, 2020. The initial impact of adoption of ASU 2016-13, as well as 25% of the quarterly increases in allowance for credit losses subsequent to adoption of ASU 2016-13 will be delayed for two years. After two years, the cumulative amount of these adjustments will be phased out of the regulatory capital calculation over a three-year period, with 75% of the adjustments included in year three, 50% of the adjustments included in year four and 25% of the adjustments included in year five. After five years, the temporary delay of ASU 2016-13 adoption will be fully reversed.
To be categorized as well-capitalized, total risk-based capital, Tier 1 risk-based capital, common equity Tier 1 risk-based capital and Tier 1 leverage ratios must be maintained as set forth in the following table (dollars in thousands):
Actual
Required Minimum For
Capital Adequacy
Purposes
To Be Well-Capitalized
Under Prompt Corrective
Action Provisions
Ratio
Total Capital (to risk-weighted
assets)
Company
636,910
13.75
486,239
> 10.50%
N/A
First Mid Bank
453,194
14.56
326,900
> 10.50
311,334
> 10.00%
139,480
17.12
85,564
81,490
Tier 1 Capital (to risk-weighted
497,506
10.74
393,622
> 8.50
415,986
13.36
264,633
249,067
> 8.00
131,573
16.15
69,266
65,192
Common Equity Tier 1 Capital
(to risk-weighted assets)
478,437
10.33
324,160
> 7.00
217,933
202,367
> 6.50
57,043
52,968
Tier 1 Capital (to average
202,161
> 4.00
183,401
229,252
> 5.00
42,143
52,678
589,352
18.82
328,865
446,308
14.30
327,685
312,081
458,325
14.63
266,224
409,534
13.12
265,269
249,665
439,299
14.03
219,243
218,457
202,853
10.22
179,302
9.18
178,497
223,121
The Company's risk-weighted assets, capital, and capital ratios for March 31, 2021 are computed in accordance with Basel III capital rules which were effective January 1, 2015. See heading "Basel III" in the Overview section of this report for a more detailed description of the Basel III rules. As of March 31, 2021, the Company, First Mid Bank and Providence Bank had capital ratios above the required minimums for regulatory capital adequacy, and First Mid Bank and Providence Bank had capital ratios that qualified it for treatment as well-capitalized under the regulatory framework for prompt corrective action with respect to banks.
Participants may purchase Company stock under the following four plans of the Company: The Deferred Compensation Plan, the First Retirement and Savings Plan, the Dividend Reinvestment Plan, and the Stock Incentive Plan. For more detailed information on these plans, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
At the Annual Meeting of Stockholders held April 26, 2017, the stockholders approved the 2017 Stock Incentive Plan ("SI Plan"). The SI Plan was implemented to succeed the Company’s 2007 Stock Incentive Plan, which had a ten-year term. The SI Plan is intended to provide a means whereby directors, employees, consultants and advisors of the Company and its Subsidiaries may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company and its Subsidiaries, thereby advancing the interests of the Company and its stockholders. Accordingly, directors and selected employees, consultants and advisors may be provided the opportunity to acquire shares of Common Stock of the Company on the terms and conditions established in the SI Plan.
Following the stockholders’ approval at the 2021 annual meeting of the Company, a maximum of 399,983 shares of common stock may be issued under the SI Plan. The Company awarded 27,750 and 25,200 restricted stock awards during 2020 and 2019, respectively and 35,400 and 16,950 as stock unit awards during 2020 and 2019, respectively.
At the Annual Meeting of Stockholders held April 25, 2018, the stockholders approved the First Mid-Illinois Bancshares, Inc. Employee Stock Purchase Plan (“ESPP”). The ESPP is intended to promote the interests of the Company by providing eligible employees with the opportunity to purchase shares of common stock of the Company at a 5% discount through payroll deductions. The ESPP is also intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. A maximum of 600,000 shares of common stock may be issued under the ESPP. During the three months ended March 31, 2021 and 2020, 3,142 shares and 3,804 shares, respectively, were issued pursuant to the ESPP.
Stock Repurchase Program
Since August 5, 1998, the Board of Directors has approved repurchase programs pursuant to which the Company may repurchase a total of approximately $76.7 million of the Company’s common stock. During the quarter, the Company repurchased no shares. The Company has approximately $4.7 million in remaining capacity under its existing repurchase program.
Although the Company adopted the repurchase plan, the Company may make discretionary repurchases in the open market or in privately negotiated transactions from time to time. The timing, manner, price and amount of any such repurchases will be determined by the Company at its discretion and will depend upon a variety of factors including economic and market conditions, price, applicable legal requirements and other factors.
Liquidity
Liquidity represents the ability of the Company and its subsidiaries to meet all present and future financial obligations arising in the daily operations of the business. Financial obligations consist of the need for funds to meet extensions of credit, deposit withdrawals and debt servicing. The Company’s liquidity management focuses on the ability to obtain funds economically through assets that may be converted into cash at minimal costs or through other sources. The Company’s other sources of cash include overnight federal fund lines, Federal Home Loan Bank advances, deposits of the State of Illinois, the ability to borrow at the Federal Reserve Bank of Chicago, and the Company’s operating line of credit with The Northern Trust Company.
Details of the Company's liquidity sources include:
First Mid Bank has $100 million available in overnight federal fund lines, including $30 million from First Horizon Bank, N.A., $20 million from U.S. Bank, N.A., $10 million from Wells Fargo Bank, N.A., $15 million from The Northern Trust Company and $25 million from Zions Bank. Availability of the funds is subject to First Mid Bank meeting minimum regulatory capital requirements for total capital to risk-weighted assets and Tier 1 capital to total average assets. As of March 31, 2021, First Mid Bank met these regulatory requirements.
First Mid Bank and Providence Bank can borrow from the Federal Home Loan Bank as a source of liquidity. Availability of the funds is subject to the pledging of collateral to the Federal Home Loan Bank. Collateral that can be pledged includes one-to-four family residential real estate loans and securities. At March 31, 2021, the excess collateral at the FHLB would support approximately $812 million of additional advances for First Mid Bank and Providence Bank.
First Mid Bank is a member of the Federal Reserve System and can borrow funds provided that sufficient collateral is pledged.
In addition, as of March 31, 2021, the Company had a revolving credit agreement in the amount of $15 million with The Northern Trust Company with an outstanding balance of $0 million and $15 million in available funds. This loan was renewed on April 9, 2021 for one year as a revolving credit agreement. The interest rate is floating at 2.25% over the federal funds rate. The loan is secured by the stock of First Mid Bank, including requirements for operating and capital ratios. The Company and its subsidiary bank were in compliance with the existing covenants at March 31, 2021 and 2020 and December 31, 2020.
Management continues to monitor its expected liquidity requirements carefully, focusing primarily on cash flows from:
lending activities, including loan commitments, letters of credit and mortgage prepayment assumptions;
deposit activities, including seasonal demand of private and public funds;
investing activities, including prepayments of mortgage-backed securities and call provisions on U.S. Treasury and government agency securities; and
operating activities, including scheduled debt repayments and dividends to stockholders.
The following table summarizes significant contractual obligations and other commitments at March 31, 2021 (in thousands):
Less than
More than
1 year
1-3 years
3-5 years
110,235
31,327
Debt
113,358
Other borrowing
329,364
231,487
35,326
47,345
Operating leases
20,009
2,908
4,901
3,428
8,772
Supplemental retirement
419
100
1,274,736
904,398
150,562
50,061
169,715
For the three months ended March 31, 2021, net cash of $21.6 million was provided by operating activities, $81.3 million was used in investing activities, and $52.0 million was provided by financing activities. In total, cash and cash equivalents decreased by $7.7 million since year-end 2020.
Off-Balance Sheet Arrangements
First Mid Bank and Providence Bank enter into financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include lines of credit, letters of credit and other commitments to extend credit. Each of these instruments involves, to varying degrees, elements of credit, interest rate and liquidity risk in excess of the amounts recognized in the consolidated balance sheets. The Company uses the same credit policies and requires similar collateral in approving lines of credit and commitments and issuing letters of credit as it does in making loans. The exposure to credit losses on financial instruments is represented by the contractual amount of these instruments. However, the Company does not anticipate any losses from these instruments. The off-balance sheet financial instruments whose contract amounts represent credit risk at March 31, 2021 and December 31, 2020 were as follows (in thousands):
Unused commitments and lines of credit:
98,463
56,309
Commercial operating
419,682
396,345
Home equity
54,927
40,464
263,538
112,327
836,610
605,445
Standby letters of credit
13,183
10,048
Commitments to originate credit represent approved commercial, residential real estate and home equity loans that generally are expected to be funded within ninety days. Lines of credit are agreements by which the Company agrees to provide a borrowing accommodation up to a stated amount as long as there is no violation of any condition established in the loan agreement. Both commitments to originate credit and lines of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the lines and some commitments are expected to expire without being drawn upon, the total amounts do not necessarily represent future cash requirements.
Standby letters of credit are conditional commitments issued by the Company to guarantee the financial performance of customers to third parties. Standby letters of credit are primarily issued to facilitate trade or support borrowing arrangements and generally expire in one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending credit facilities to customers. The maximum amount of credit that would be extended under letters of credit is equal to the total off-balance sheet contract amount of such instrument. The Company's deferred revenue under standby letters of credit was nominal.
The Company is also subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition of ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations and cash flows of the Company.
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ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change in the market risk faced by the Company since December 31, 2020. For information regarding the Company’s market risk, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
ITEM 4.
CONTROLS AND PROCEDURES
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective. Further, there have been no changes in the Company’s internal control over financial reporting during the last fiscal quarter that have materially affected or that are reasonably likely to affect materially the Company’s internal control over financial reporting.
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PART II
ITEM 1.
LEGAL PROCEEDINGS
From time to time the Company and its subsidiaries may be involved in litigation that the Company believes is a type common to our industry. None of any such existing claims are believed to be individually material at this time to the Company, although the outcome of any such existing claims cannot be predicted with certainty.
ITEM 1A. RISK FACTORS
Various risks and uncertainties, some of which are difficult to predict and beyond the Company’s control, could negatively impact the Company. As a financial institution, the Company is exposed to interest rate risk, liquidity risk, credit risk, operational risk, risks from economic or market conditions, and general business risks among others. Adverse experience with these or other risks could have a material impact on the Company’s financial condition and results of operations, as well as the value of its common stock. See the risk factors and “Supervision and Regulation” described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES
Period
(a)
Number
of Shares
Purchased
Price Paid
per Share
as Part of
Publicly
Announced
Plans or
Programs
Approximate
Dollar Value
that May
Yet Be
Under the
4,660,000
See heading “Stock Repurchase Program” for more information regarding stock purchases.
DEFAULTS UPON SENIOR SECURITIES
None.
MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.
OTHER INFORMATION
ITEM 6.
EXHIBITS
The exhibits required by Item 601 of Regulation S-K and filed herewith are listed in the Exhibit Index that precedes the Signature Page and the exhibits filed.
Exhibit
Exhibit Index to Quarterly Report on Form 10-Q Description and Filing or Incorporation Reference
2.1
First Amendment to Agreement and Plan of Merger, dated as of February 21, 2021, by and among First Mid Bancshares, Inc., Eval Sub Inc., a Missouri corporation, Eval Sub Inc., a Delaware corporation, LINCO Bancshares, Inc., and the sellers named therein (incorporated by reference to Exhibit 2.1 to First Mid Bancshares, Inc.’s Current Report on Form 8-K filed with the SEC on February 22, 2021).
10.1
Second Amendment to Sixth Amended and Restated Credit Agreement by and between First Mid Bancshares, Inc. and The Northern Trust Company, dated as of January 26, 2021 (incorporated by reference to Exhibit 10.1 to First Mid Bancshares, Inc.’s Current Report on Form 8-K filed with the SEC on January 27, 2021).
10.2
Registration Rights Agreement, dated as of February 22, 2021, by and between First Mid Bancshares, Inc. and the stockholder named therein (incorporated by reference to Exhibit 10.1 to First Mid Bancshares, Inc.’s Current Report on Form 8-K filed with the SEC on February 22, 2021).
10.3
Third Amendment to Sixth Amended and Restate Credit Agreement by and between First Mid Bancshares, Inc.and The Northern Trust Company, dated as of April 9, 2021 (incorporated by reference to Exhibit 10.1 to FirstMid Bancshares, Inc.'s Current Report on Form 8-K filed with the SEC on April 12, 2021.
2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to First Mid Bancshares, Inc.’s Current Report on Form 8-K filed with the SEC on April 30, 2021).
31.1
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.2
32.1
Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.2
101.INS
Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (formatted as Inline XBRL and contained in Exhibits 101)
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.
(Registrant)
Date: May 10, 2021
/s/ Joseph R. Dively
Joseph R. Dively
President and Chief Executive Officer
/s/ Matthew K. Smith
Matthew K. Smith
Chief Financial Officer