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, 2022
Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-36434
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 9, 2022 20,448,799 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, 2022
December 31, 2021
Assets
Cash and due from banks:
Non-interest bearing
$
112,276
90,907
Interest bearing
105,796
76,335
Federal funds sold
5,908
1,360
Cash and cash equivalents
223,980
168,602
Certificates of deposit
1,960
2,450
Investment securities:
Available-for-sale, at fair value
1,466,950
1,421,422
Held-to-maturity, at amortized cost (estimated fair value of $2,998 and $7,035 at March 31, 2022 and December 31, 2021, respectively)
2,998
7,030
Equity securities, at fair value
369
397
Loans held for sale
2,037
2,748
Loans
4,452,524
3,992,775
Less allowance for credit losses
(58,474
)
(54,655
Net loans
4,394,050
3,938,120
Interest receivable
22,365
19,868
Other real estate owned
4,794
4,984
Premises and equipment, net
89,319
81,484
Goodwill
140,465
111,853
Intangible assets, net
34,034
29,523
Bank owned life insurance
149,041
132,375
Right of use lease assets
15,242
15,116
Other assets
84,402
50,610
Total assets
6,632,006
5,986,582
Liabilities and stockholders’ equity
Deposits:
1,373,881
1,246,673
4,113,424
3,709,813
Total deposits
5,487,305
4,956,486
Securities sold under agreements to repurchase
187,326
146,268
Interest payable
2,466
1,346
FHLB borrowings
126,396
86,446
Junior subordinated debentures, net
19,237
19,195
Subordinated debt, net
94,438
94,400
Lease liabilities
15,458
15,322
Other liabilities
32,995
33,225
Total liabilities
5,965,621
5,352,688
Stockholders’ equity:
Common stock, $4 par value; authorized 30,000,000 shares; issued 21,065,888 and 18,708,746 shares in 2022 and 2021, respectively; outstanding 20,437,183 and 18,080,303 shares in 2022 and 2021 respectively
86,264
76,835
Additional paid-in capital
426,148
340,419
Retained earnings
246,805
234,162
Deferred compensation
468
2,517
Accumulated other comprehensive loss
(74,028
(831
Less treasury stock at cost, 628,705 shares in 2022 and 628,443 shares in 2021
(19,272
(19,208
Total stockholders’ equity
666,385
633,894
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,
2022
2021
Interest income:
Interest and fees on loans
39,908
35,886
Interest on investment securities
7,170
4,842
Interest on certificates of deposit investments
12
14
Interest on deposits with other financial institutions
55
74
Total interest income
47,145
40,816
Interest expense:
Interest on deposits
2,148
2,484
Interest on securities sold under agreements to repurchase
67
70
Interest on FHLB borrowings
276
374
Interest on junior subordinated debentures
146
140
Interest on subordinated debentures
986
984
Total interest expense
3,623
4,052
Net interest income
43,522
36,764
Provision for loan losses
2,952
12,136
Net interest income after provision for loan losses
40,570
24,628
Other income:
Wealth management revenues
5,975
4,926
Insurance commissions
7,104
5,857
Service charges
2,056
1,364
Securities gains, net
—
4
Mortgage banking revenue, net
444
1,409
ATM / debit card revenue
2,898
2,699
844
637
Other
1,767
853
Total other income
21,088
17,749
Other expense:
Salaries and employee benefits
24,302
23,487
Net occupancy and equipment expense
6,155
4,970
Net other real estate owned expense
(33
78
FDIC insurance
426
452
Amortization of intangible assets
1,522
1,220
Stationery and supplies
311
316
Legal and professional
1,734
1,402
ATM / debit card
1,078
838
Marketing and donations
873
502
4,020
4,335
Total other expense
40,388
37,600
Income before income taxes
21,270
4,777
Income taxes
4,654
668
Net income
16,616
4,109
Per share data:
Basic net income per common share
0.86
0.24
Diluted net income per common share
Cash dividends declared per common share
0.220
0.205
3
Condensed Consolidated Statements of Comprehensive Loss (unaudited)
(In thousands)
Other comprehensive loss
Unrealized losses on available-for-sale securities, net of taxes of $29,898 and $4,903 for three months ended March 31, 2022 and 2021, respectively
(73,197
(12,005
Less: reclassification adjustment for realized gains included in net income, net of taxes of $0 and $1 for three months ended March 31, 2022 and 2021, respectively
(3
Other comprehensive loss, net of taxes
(12,008
Comprehensive loss
(56,581
(7,899
Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
For the three months ended March 31, 2022 and 2021
Common
Stock
Additional
Paid-In-
Capital
Retained
Earnings
Deferred
Compensation
Accumulated
Comprehensive
Loss
Treasury
Total
Other comprehensive loss, net tax
Cash dividends on common stock (.220/share)
(3,973
Issuance of 1,939 common shares pursuant to the deferred compensation plan
8
75
83
Issuance of 54,834 restricted shares pursuant to 2017 stock incentive plan
219
2,040
2,259
Issuance of 4,950 common shares pursuant to 2017 stock incentive plan
20
179
199
Issuance of 3,149 common shares pursuant to the employee stock purchase plan
13
111
124
Issuance of 2,292,270 common shares pursuant to the acquisition of Delta Bancshares, Co., net proceeds
9,169
83,003
92,172
Issuance costs pursuant to acquisition of Delta Bancshares Company
(31
Purchase of 262 shares of treasury stock
(11
(2,518
(53
(2,571
Grant of restricted units pursuant to 2017 stock incentive plan
1,529
Release of restricted units pursuant to 2017 stock incentive plan
(1,216
Vested restricted shares/units compensation expense
39
469
508
5
Income
December 31, 2020
71,449
297,806
197,726
2,980
17,095
(18,828
568,228
Other comprehensive income, net tax
Cash dividends on common stock (.205/share)
(3,427
Issuance of 4896 common shares pursuant to the dividend reinvestment plan
17
154
171
Issuance of 18,397 common shares pursuant to the deferred compensation plan
15
18
Issuance of 27,750 restricted shares pursuant to the 2017 stock incentive plan
832
943
Issuance of 2,375 common shares pursuant to the 2017 stock incentive plan
10
85
Issuance of 1,262,246 common shares pursuant to the 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
62
(71
71
Tax benefit related to deferred compensation distributions
1,216
(584
(1,312
March 31, 2021
76,652
338,897
198,408
1,597
5,087
(18,757
601,884
6
Condensed Consolidated Statements of Cash Flows (unaudited)
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion, net
3,777
2,692
Change in cash surrender value of bank owned life insurance
(844
(637
Stock-based compensation expense
262
Operating lease payments
(722
(711
Gain on investment securities, net
(4
Gain on sales and write downs of other real estate owned, net
(210
(35
Loss on sale of loans
38
Loss on sale of other assets
Gain on sale of loans held for sale, net
(415
(1,229
(Increase) decrease in accrued interest receivable
(725
2,034
Increase in accrued interest payable
745
Origination of loans held for sale
(18,931
(42,379
Proceeds from sale of loans held for sale
20,057
40,839
Increase in other investment
(487
(84
Decrease in other assets
2,616
454
Increase (decrease) in other liabilities
(846
3,844
Net cash provided by operating activities
24,133
21,553
Cash flows from investing activities:
Proceeds from maturities of certificates of deposit investments
490
Proceeds from maturities of securities available-for-sale
39,854
68,541
Proceeds from maturities of securities held-to-maturity
5,000
Purchases of securities available-for-sale
(7,806
(177,116
Net (increase) decrease in loans
(41,434
26,319
Purchases of premises and equipment
(27
(1,195
Proceeds from sales of other real property owned
475
116
Investment in banked owned life insurance
(25,000
Net cash provided by acquisition
67,323
27,061
Net cash provided by (used in) investing activities
63,875
(81,274
Cash flows from financing activities:
Net (decrease) increase in deposits
(29,558
54,499
Increase in repurchase agreements
5,535
5,566
Proceeds from FHLB advances
20,000
Repayment of FHLB advances
(5,000
Proceeds from issuance of common stock
406
Direct expenses related to capital transactions
(29
Purchase of treasury stock
Dividends paid on common stock
(3,257
Net cash (used in) provided by financing activities
(32,630
51,987
Increase (decrease) in cash and cash equivalents
55,378
(7,734
Cash and cash equivalents at beginning of period
417,281
Cash and cash equivalents at end of period
409,547
7
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest
2,503
3,183
Supplemental disclosures of noncash investing and financing activities
Loans transferred to other real estate
198
45
Initial recognition of right-of-use assets
715
Initial recognition of lease liabilities
Dividends reinvested in common stock
Net tax benefit related to option and deferred compensation plans
Supplemental disclosures of purchases of capital stock
Fair value of assets acquired
750,063
1,173,443
Consideration paid:
Cash paid
15,150
103,500
Common stock issued
Total consideration paid
107,322
147,691
Fair value of liabilities assumed
642,741
1,025,752
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 1 -- Basis of Accounting and Consolidation
The unaudited condensed consolidated financial statements include the accounts of First Mid Bancshares, Inc. (“Company”) and its wholly owned subsidiaries: First Mid Bank & Trust, N.A. (“First Mid Bank”), Jefferson Bank and Trust Company (“Jefferson Bank”), First Mid Wealth Management Company, 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, 2022 and 2021, and all such adjustments are of a normal recurring nature. Certain amounts in the prior year’s consolidated financial statements may have been reclassified to conform to the March 31, 2022 presentation and there was no impact on net income or stockholders’ equity. The results of the interim period ended March 31, 2022 are not necessarily indicative of the results expected for the year ending December 31, 2022. The Company operates as a one-segment entity for financial reporting purposes. The 2021 year-end consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.
The unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all 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 2021 Annual Report on Form 10-K.
COVID-19
The COVID-19 outbreak is an unprecedented event that provides significant economic uncertainty for a broad spectrum of industries. The Company is focused on supporting its customers, communities and employees during this unique operating environment. Throughout this document, the Company describes the impact COVID-19 is having, actions taken as a result of COVID-19, and certain risks to the Company that COVID-19 creates or exacerbates, as well as management's outlook on the current COVID-19 situation.
Delta Bancshares Company
On July 28, 2021, the Company and Brock Sub LLC, a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company (“Delta Merger Sub”), entered into an Agreement and Plan of Merger (the “Delta Merger Agreement”) with Delta Bancshares Company, a Missouri corporation (“Delta”), pursuant to which, among other things, the Company agreed to acquire 100% of the issued and outstanding shares of Delta pursuant to a business combination whereby Delta merged with and into Merger Sub, whereupon the separate corporate existence of Delta ceased and Merger Sub continued as the surviving company and a wholly-owned subsidiary of First Mid (the “Delta Merger”). The Delta Merger was completed on February 14, 2022.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Delta Merger, each share of common stock, par value $10.00 per share, of Delta issued and outstanding immediately prior to the effective time of the Delta Merger (other than shares held in treasury by Delta) converted into and became the right to receive cash and 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 paid by the Company at the closing of the Delta Merger to Delta’s shareholders and option holders was approximately $15.15 million in cash and 2,292,270 shares of Company common stock. Delta’s outstanding stock options vested upon consummation of the Delta Merger, and all outstanding Delta options that were unexercised prior to the effective time of the Delta Merger were cashed out.
It is anticipated that Delta’s wholly owned bank subsidiary, Jefferson Bank, will be merged with and into First Mid Bank during the second quarter of 2022. At the time of the bank merger, Jefferson Bank’s banking offices will become branches of First Mid Bank. As of March 31, 2022, Jefferson Bank had total consolidated assets of approximately $748 million, loans of approximately $434 million and total deposits of approximately $561 million.
LINCO Bancshares, Inc.
On September 25, 2020, the Company and Eval Sub Inc., a wholly owned subsidiary of the Company ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with LINCO Bancshares, Inc., the former parent of Providence Bank ("LINCO"), and the sellers as defined therein, pursuant to which, among other things, the Company agreed to acquire 100% of the issued and outstanding shares of LINCO pursuant to a business combination whereby Merger Sub merged with and into LINCO, whereupon the separate corporate existence of Merger Sub ceased and LINCO continued as the surviving company and a wholly owned subsidiary of the Company (the "LINCO Merger").
9
Subject to the terms and conditions of the Merger Agreement, at the effective time of the LINCO Merger, each share of common stock, par value $1.00 per share, of LINCO issued and outstanding immediately prior to the effective time of the LINCO Merger (other than shares held in treasury by LINCO) was 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 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 LINCO Merger closed on February 22, 2021, and Providence Bank merged into First Mid Bank on May 15, 2021.
Website
The Company maintains a website at www.firstmid.com. All periodic and current reports of the Company and amendments to these reports filed with the Securities and Exchange Commission (“SEC”) can be accessed, free of charge, through this website as soon as reasonably practicable after these materials are filed with the SEC.
General Litigation
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations and cash flows of the Company.
2021 Loan Purchase
On September 10, 2021, First Mid Bank completed an acquisition of loans in the St. Louis Metro market totaling $208 million. There were no loans purchased with deteriorated credit. First Mid Bank also assumed $215 million of related customer deposits and recorded a core deposit intangible asset of approximately $4.9 million that is being amortized on an accelerated basis over ten years.
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 26,000 and 13,175 shares of restricted stock during 2022 and 2021, respectively, and 37,150 and 35,400 restricted stock units during 2022 and 2021, respectively.
Employee Stock Purchase Plan
At the Annual Meeting of Stockholders held April 25, 2018, the stockholders approved the First Mid-Illinois Bancshares, Inc. Employee Stock Purchase Plan (“ESPP”). The ESPP is intended to promote the interests of the Company by providing eligible employees with the opportunity to purchase shares of common stock of the Company at a 15% discount through payroll deductions. The ESPP is also intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code.
A maximum of 600,000 shares of common stock may be issued under the ESPP. As of March 31, 2022, 34,833 shares have been issued pursuant to the ESPP. During the three months ended March 31, 2022 and 2021, 3,149 shares and 3,142 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 $2,450,000, 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.
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.
11
Accumulated Other Comprehensive Income
The components of accumulated other comprehensive loss included in stockholders’ equity as of March 31, 2022 and December 31, 2021 are as follows (in thousands):
Unrealized Gain
(Loss) on
Securities
Net unrealized loss on securities available-for-sale
(104,265
Tax benefit
30,237
Balance at March 31, 2022
(1,170
339
Balance at December 31, 2021
Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the three months ended March 31, 2022 and 2021, 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
Total reclassifications out of accumulated other comprehensive income
Net reclassified amount
See “Note 3 – Investment Securities” for more detailed information regarding unrealized losses on available-for-sale securities.
Adoption of New Accounting Guidance
Accounting Standards Update 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). In March 2022, FASB issued ASU 2022-02. The amendments in this update eliminate the accounting guidance and related disclosures for TDRs by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty and requiring an entity to disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost.
The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and are applied prospectively, except with respect to the recognition and measurement of TDRs, where an entity has the option to apply a modified retrospective transition method. Early adoption of the amendments in this update is permitted. An entity may elect to early adopt the amendments regarding TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures. The adoption of this accounting guidance is not expected to have a material impact on the Company's consolidated financial statements.
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, 2022 and 2021 were as follows:
Available to common stockholders:
16,616,000
4,109,000
Weighted average common shares outstanding
19,295,860
17,299,927
Basic earnings per common share
Net income applicable to diluted earnings per share
Dilutive potential common shares: restricted stock awarded
62,597
53,020
Diluted weighted average common shares outstanding
19,358,457
17,352,947
Diluted earnings per common share
There were no shares excluded when computing diluted earnings per share for the three months ended March 31, 2022 and 2021 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, 2022 and December 31, 2021 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 and agencies
264,466
37
(16,527
247,976
Obligations of states and political subdivisions
386,489
2,713
(30,523
358,679
Mortgage-backed securities: GSE residential
820,448
245
(59,166
761,527
Other securities
99,812
274
(1,318
98,768
Total available-for-sale
1,571,215
3,269
(107,534
Held-to-maturity:
Other investments
Total held-to-maturity
208,598
80
(4,863
203,815
383,991
12,123
(657
395,457
799,456
4,292
(12,710
791,038
30,546
671
(105
31,112
1,422,591
17,166
(18,335
5,001
5,006
2,029
7,035
The Company also had $369,000 and $397,000 of equity securities, at fair value, as of March 31, 2022 and December 31, 2021, 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, 2022, 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, 2022 and 2021 (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, 2022 and the weighted average yield for each range of maturities (dollars in thousands):
One year
or less
After 1
through
5 years
After 5
10 years
After
ten years
155,050
82,575
10,351
Obligations of state and political subdivisions
20,894
94,654
241,873
1,258
9,460
139,057
611,067
1,943
22,747
74,575
1,446
Total available-for-sale investments
208,151
390,861
864,737
3,201
Weighted average yield
1.47
%
2.34
1.76
2.93
1.87
Full tax-equivalent yield
1.59
2.58
1.94
3.43
2.06
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, 2022.
Investment securities carried at approximately $665 million and $590 million at March 31, 2022 and December 31, 2021, 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, 2022 and December 31, 2021 (in thousands):
Less than 12 months
12 months or more
Fair
Value
Losses
124,219
(5,410
116,577
(11,117
240,796
231,248
(29,282
6,399
(1,241
237,647
546,117
(37,044
193,648
(22,122
739,765
80,465
(1,260
2,515
(58
82,980
982,049
(72,996
319,139
(34,538
1,301,188
48,316
(1,927
139,846
(2,936
188,162
61,535
562,699
(11,019
46,504
(1,691
609,203
7,976
680,526
(13,708
186,350
(4,627
866,876
U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies. At March 31, 2022 there were fourteen available-for-sale securities with a fair value of $116,577,000 and unrealized losses of $11,117,000 in a continuous unrealized loss position for twelve months or more. At December 31, 2021, there were six available-for-sale securities with a fair value of $139,846,000 and unrealized losses of $2,936,000 in a continuous unrealized loss position for twelve months or more. There were no 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, 2022, there were five obligations of states and political subdivisions with a fair value of $6,399,000 and unrealized losses of $1,241,000 in a continuous unrealized loss position for twelve months or more. At December 31, 2021there were no obligations of states and political subdivisions in a continuous unrealized loss position for twelve months or more.
Mortgage-backed Securities: GSE Residential. At March 31, 2022, there were forty two mortgage-backed securities with a fair value of $193,648,000 and unrealized losses of $22,122,000 in a continuous unrealized loss position for twelve months or more. At December 31, 2021 there were fifteen mortgage-backed securities with a fair value of $46,504,000 and unrealized losses of $1,691,000 in a continuous unrealized loss position for twelve months or more.
Other securities. At March 31, 2022, there were three other securities with a fair value of $2,515,000 and unrealized losses of $58,000 in a continuous unrealized loss position for twelve months or more. At December 31, 2021, 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, 2022 represents other than temporary impairment ("OTTI"). However, given the uncertainty of the financial markets, the Company may be required to recognize OTTI losses in future periods with respect to its available for sale investment securities portfolio. The amount and timing of any additional OTTI will depend on the decline in the underlying cash flows of the securities. Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced, and the resulting loss recognized in the period the other-than-temporary impairment is identified.
Note 4 – Loans and Allowance for Credit Losses
Loans are stated at amortized cost net of an allowance for credit losses. Amortized cost is the unpaid principal net of unearned premiums and discounts, and net deferred origination fees and costs. Deferred loan origination fees are reduced by loan origination costs and are amortized to interest income over the life of the related loan using methods that approximated the effective interest rate method. Interest on substantially all loans is credited to income based on the principal amount outstanding.
A summary of loans at March 31, 2022 and December 31, 2021 follows (in thousands):
Construction and land development
131,784
145,156
Agricultural real estate
280,946
279,001
1-4 family residential properties
417,231
399,932
Multifamily residential properties
370,654
298,974
Commercial real estate
1,971,833
1,666,764
Loans secured by real estate
3,172,448
2,789,827
Agricultural loans
121,532
151,344
Commercial and industrial loans
938,041
834,061
Consumer loans
89,651
78,538
All other loans
142,720
143,738
Total gross loans
4,464,392
3,997,508
Less: loans held for sale
4,462,355
3,994,760
Less:
Net deferred loan fees, premiums and discounts
9,831
1,985
Allowance for credit losses
58,474
54,655
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 $15.2 million and $14.7 million
16
at March 31, 2022 and December 31, 2021, respectively.
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, 2022, the Company’s loan portfolio included $402.7 million of loans to borrowers whose businesses are directly related to agriculture. Of this amount, $283.6 million was concentrated in corn and other grain farming. Total loans to borrowers whose businesses are directly related to agriculture decreased $28.1 million from $430.8 million at December 31, 2021 due to seasonal timing of cash flow requirements. Loans concentrated in corn and other grain farming decreased $13.8 million from $297.4 million at December 31, 2021. 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 $208.8 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 $874.1 million of loans to lessors of non-residential buildings, and $537.7 million of loans to lessors of residential buildings and dwellings.
The structure of the Company’s loan approval process is based on progressively larger lending authorities granted to individual loan officers, loan committees, and ultimately the board of directors. Outstanding balances to one borrower or affiliated borrowers are limited by federal regulation 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 or twenty five years, depending on the loan-to-value. The Company’s commercial real estate portfolio is 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. 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 individually evaluated loans separately from non-individually evaluated loans.
Individually Evaluated Loans
The Company individually evaluates certain loans for impairment. In general, these loans have been internally identified via the Company’s loan grading system as credits requiring management’s attention due to underlying problems in the borrower’s business or collateral concerns. This evaluation considers expected future cash flows, the value of collateral and other factors that may impact the borrower’s ability to make payments when due. For loans greater than $250,000, 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-Individually Evaluated Loans
Non-individually evaluated loans comprise the vast majority of the Company’s total loan portfolio and include loans in accrual status and those credits not identified as troubled debt restructurings. A small portion of these loans are considered “criticized” due to the risk rating assigned reflecting elevated credit risk due to characteristics, such as a strained cash flow position, associated with the individual borrowers. Criticized loans are those assigned risk ratings of Special Mention, Substandard, or Doubtful.
To determine the allowance, the loan portfolio is segmented based on similar risk characteristics. The allowance for credit losses is estimated using a discounted cash flow (DCF) methodology. The DCF projects future cash flows over the life of the loan portfolio. Probability of default (PD) and loss given default (LGD) are key components in calculating expected losses in this model. The PD is forecasted using a regression model that determines the likelihood of default with a forward-looking forecast of unemployment rates. The LGD is the percentage of defaulted loans that is ultimately charged off. The allowance is calculated as the net present value of the expected cash flows less the amortized cost basis of the loans. Prior to 2022, the allowance for credit losses was measured on a collective (pool) basis for non-individually evaluated loans with similar risk characteristics. Historical credit loss experience provided the basis for the estimate of expected credit losses. Adjustments to expected losses are made using qualitative factors for relevant to each loan segment including merger & acquisition activity, economic conditions, changes in policies, procedures & underwriting, and concentrations. In addition, a forecast, using reasonable and supportable future conditions, is prepared that is used to estimate expected changes to existing and historical conditions in the current period.
The Company also considers specific current economic events occurring globally, in the U.S. and in its local markets. In March 2020, in response to the COVID-19 outbreak, its significant disruptions in the U.S. economy and impacts on local markets, First Mid Bank offered a 90-day commercial deferral program, primarily to hotel and restaurant borrowers. In accordance with interagency guidance issued in March 2020, these short-term deferrals are not considered troubled debt restructurings. These deferrals were, however, considered in the factors used to estimate the required allowance for credit losses for non-individually evaluated loans. Other COVID-19 related impacts considered included revenue losses of businesses required to restrict or cease services, income loss to workers laid off as a result of COVID-19 restrictions, various federal and state government stimulus programs and additional deferral programs offered by First Mid Bank beginning in April 2020. Other events considered include the status of trade agreements with China, scheduled increases in minimum wage and changes to the minimum salary threshold for overtime provisions, current and projected unemployment rates, current and projected grain and oil prices and economies of local markets where customers work and operate.
Within each pool, risk elements are evaluated that have specific impacts to the borrowers within the pool. These, along with the general risks and events, and the specific lending policies and procedures by loan type described above, are analyzed to estimate the qualitative factors used to adjust the historical loss rates.
During the current period, the following assumptions and factors were considered when determining the historical loss rate and any potential adjustments by loan pool.
Construction and Land Development Loans. Historical losses in this segment remained very low. Current activity in this industry was deemed essential and has continued during COVID-19. While staffing shortages and supply chain disruptions cause risk in this segment, most projects are associated with financially strong borrowers. The qualitative factor for this segment was not changed.
Agricultural Real Estate Loans. Historical losses in the segment remain very low. Farmland values have increased over an extended period of time and there are no indications that this will change in the next year. There was a slight decrease to the qualitative factor for this segment.
1- 4 Family Residential Properties Loans. COVID-19 has impacted the finances of consumers from layoffs and furloughs resulting from employers that must reduce or suspend operations. Increased risk in this segment includes consumer ability to make mortgage and rent payments. Some of this impact was offset by governmental actions such as stimulus payments and extended unemployment benefits. First Mid Bank also offered short-term loan payment deferral to borrowers in this segment. There was no change to the qualitative factors for this segment.
Commercial Real Estate Loans. This segment includes the Company's majority of exposure to the hotel industry which has been significantly impacted by COVID-19 events. Other impacted industries in this segment include restaurants and retail establishments. The qualitative factors on both non-owner occupied and owner-occupied loans for this segment were not changed.
Agricultural Loans. Losses in this segment are very low. Commodity prices have been elevated and yields have been strong. The qualitative factor of this segment was decreased slightly.
Commercial and Industrial Loans. The COVID-19 impacts include forced closures and scaled-back services for many industries within this segment including retailers, restaurants, and video gaming establishments. Some of this risk was offset by government relief programs as well as, First Mid Bank's payment deferral program. The qualitative factor for this segment was not changed.
Consumer Loans. The financial status of many borrowers was impacted by COVID-19 events including layoffs and reduced hours. Some of this impact was offset by government stimulus programs, increased paid leave and increased and extended unemployment benefits. Additionally, First Mid Bank has offered a short-term payment deferral program. The qualitative factor for this segment was 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
19
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, 2022 (in thousands):
Construction
and Land
Development
Agricultural
Real Estate
1-4 Family
Residential
Properties
Commercial
and Industrial
Consumer
Three months ended
Beginning balance
1,743
1,257
2,330
26,246
983
19,241
2,855
Initial allowance on loans purchased with credit deterioration
272
478
94
863
Provision for credit loss expense
(25
714
1,264
3,613
68
(2,045
Loans charged off
72
358
774
Recoveries collected
203
347
61
167
778
Ending balance
1,988
1,971
3,728
30,345
1,051
17,348
2,043
The following tables present the activity in the allowance for credit losses based on portfolio segment for the three months ended March 31, 2021 and for the year ended December 31, 2021 (in thousands):
Beginning balance (prior to adoption of ASC 326)
1,666
1,084
2,322
19,660
1,526
13,485
2,167
41,910
261
44
328
646
795
2,074
359
500
617
5,902
(645
4,674
729
182
480
288
968
231
266
2,286
1,628
3,093
25,737
881
18,954
2,839
55,418
Twelve months ended
Impact of adopting ASC 326
21
129
(160
6,415
(544
7,940
1,350
15,151
205
371
535
3,118
1,405
5,634
211
60
1
139
743
1,154
Consistent with regulatory guidance, charge-offs on all loan segments are taken when specific loans, or portions thereof, are considered uncollectible. The Company’s policy is to promptly charge these loans off in the period the uncollectible loss is reasonably determined.
For all loan portfolio segments except 1-4 family residential properties and consumer, the Company promptly charges-off loans, or portions thereof, when available information confirms that specific loans are uncollectible based on information that includes, but is not limited to, (1) the deteriorating financial condition of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy, that impairs the borrower’s ability to adequately meet its obligations. For individually evaluated loans that are considered solely collateral dependent, a partial charge-off is recorded when a loss has been confirmed by an updated appraisal or other appropriate valuation of the collateral.
The Company charges-off 1-4 family residential and consumer loans, or portions thereof, when the Company reasonably determines the amount of the loss. The Company adheres to timeframes established by applicable regulatory guidance which provides for the charge-down of 1-4 family first and junior lien mortgages to the net realizable value less costs to sell when the loan is 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.
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, 2022 (in thousands):
Collateral
Allowance
Business
for Credit
215
1,375
133
1,658
9,657
605
13,165
953
1,132
192
Total loans
14,301
1,145
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.
22
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, 2022 (in thousands):
Term Loans by Origination Year
Revolving
Risk rating
2020
2019
2018
Prior
Construction and land development loans
Pass
7,333
47,220
33,352
26,873
2,599
13,533
130,910
Special mention
107
Substandard
487
47,327
14,020
131,504
Agricultural real estate loans
27,996
91,907
64,989
26,672
39,318
18,288
427
269,597
825
46
259
3,499
390
5,504
10,523
244
629
28,821
91,953
65,248
30,171
39,952
24,421
280,993
1-4 family residential property loans
17,076
95,294
101,585
38,664
49,229
92,832
397,578
158
1,915
1,796
3,098
40
7,007
367
499
492
1,366
9,245
632
12,647
17,122
95,819
102,084
41,071
52,391
105,175
3,570
417,232
Commercial real estate loans
157,560
563,350
409,771
317,733
224,746
614,381
218
2,287,759
1,733
1,431
1,101
1,887
1,268
17,831
25,251
3,889
851
704
5,824
10,470
22,237
163,182
565,280
411,723
320,324
231,838
642,682
2,335,247
35,055
48,882
11,860
4,502
2,067
104,696
3,859
9,913
346
2,648
64
16,959
30
53
38,944
58,801
12,206
7,167
2,459
2,131
121,708
116,681
326,191
149,215
88,980
58,513
292,322
39,894
1,071,796
370
694
1,639
174
1,023
4,174
587
360
32
128
1,115
2,222
117,051
327,472
149,849
90,651
58,815
294,460
1,078,192
11,315
29,356
19,264
16,484
5,321
2,475
89,264
35
96
23
59
282
11,327
29,516
19,319
16,541
5,116
5,391
89,685
373,016
1,202,200
790,036
519,908
381,784
1,038,744
45,912
4,351,600
6,787
12,413
2,012
11,623
3,765
27,520
64,160
3,977
1,555
1,267
7,621
22,016
38,801
383,780
1,216,168
793,781
532,798
393,170
1,088,280
46,584
4,454,561
The following tables present the credit risk profile of the Company’s loan portfolio based on risk rating category as of December 31, 2021 (in thousands):
2017
38,656
34,774
23,505
34,358
3,760
9,433
144,486
110
483
522
38,766
34,841
9,472
145,118
78,793
64,159
25,713
30,203
12,142
54,808
265,818
872
4,028
384
69
6,087
11,699
392
187
57
1,119
1,755
79,665
64,418
30,133
30,774
12,268
62,014
279,272
78,889
94,404
35,554
44,248
30,735
52,131
42,800
378,761
234
1,934
2,601
1,196
41
6,505
355
496
1,534
1,302
3,458
7,250
652
15,047
79,478
94,900
39,022
46,049
36,794
60,577
43,493
400,313
568,200
417,334
299,973
174,448
150,811
304,585
1,915,351
3,185
1,206
1,836
1,295
10,609
8,632
26,763
2,007
6,242
1,179
4,646
8,238
23,026
573,392
419,254
308,051
176,922
166,066
321,455
1,965,140
105,378
17,903
5,612
2,822
924
1,316
133,955
13,725
436
150
17,036
350
125
493
119,453
18,357
8,260
2,972
937
1,505
151,484
279,814
167,662
119,702
76,022
22,888
302,962
969,050
613
399
1,463
477
819
3,953
506
34
621
24
1,433
2,751
280,933
168,095
121,298
76,825
23,389
305,214
975,754
27,948
19,033
16,978
5,505
4,297
1,244
75,005
54
169
585
58
308
678
43
1,596
3,268
28,601
19,145
17,324
6,192
4,340
2,840
78,442
1,177,678
815,269
527,037
367,606
225,557
726,479
3,882,426
18,807
2,354
11,947
2,519
13,769
16,798
66,235
3,803
1,320
8,609
4,450
8,228
19,800
46,862
1,200,288
818,943
547,593
374,575
247,554
763,077
3,995,523
The following table presents the Company’s loan portfolio aging analysis at March 31, 2022 and December 31, 2021 (in thousands):
30-59
Days Past
Due
60-89
90 Days or
More
Past Due
Total Past
Current
Total Loans
Receivable
> 90 Days and
Accruing
93
131,196
243
1,813
2,195
278,798
2,080
253
1,644
413,255
580
369,346
369,926
2,317
11,305
13,622
1,951,699
1,965,321
4,733
404
15,545
20,682
3,144,294
3,164,976
321
121,387
572
1,486
2,112
933,342
935,454
271
213
119
603
89,082
142,738
5,576
17,471
23,718
4,430,843
159
561
144,557
222
223
279,049
2,532
914
5,458
394,855
1,676
297,266
298,942
8,930
640
12,054
1,654,144
1,666,198
11,621
1,975
6,376
19,972
2,769,871
2,789,843
588
598
150,886
381
302
1,156
1,839
830,169
832,008
388
47
118
553
77,889
1,854
141,892
143,746
14,244
2,334
24,816
3,970,707
Within all loan portfolio segments, loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date. Impaired loans, excluding certain troubled debt restructured loans, are placed on nonaccrual status. Impaired loans include nonaccrual loans and loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. It is the Company’s policy to have any restructured loans which are on nonaccrual status prior to being modified remain on nonaccrual status until, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. If the restructured loan is on accrual status prior to being modified, the loan is reviewed to determine if the modified loan should remain on accrual status.
The Company’s policy is to discontinue the accrual of interest income on all loans for which principal or interest is ninety days past due. The accrual of interest is discontinued earlier when, in the opinion of management, there is reasonable doubt as to the timely collection of interest or principal. Once interest accruals are discontinued, accrued but uncollected interest is charged against current year income. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Interest on loans determined to be troubled debt restructurings is recognized on an accrual basis in accordance with the restructured terms if the loan is in compliance with the modified terms. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. The Company requires a period of satisfactory performance of not less than six months before returning a nonaccrual loan to accrual status.
The amount of interest income recognized by the Company within the periods stated above was due to loans modified in troubled debt restructurings that remain on accrual status.
25
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, 2022 and December 31, 2021 (in thousands). There were no loans past due over eighty-nine days that were still accruing.
Nonaccrual
with no
Allowance for
Credit Loss
273
1,296
237
336
4,344
5,144
5,252
1,886
1,982
7,938
8,341
7,554
7,920
14,441
16,667
15,050
15,515
230
560
1,905
2,293
936
1,851
16,501
19,330
16,725
18,105
Interest income that would have been recorded under the original terms of such nonaccrual loans totaled $95,000 and $154,000 for the three months ended March 31, 2022 and 2021, respectively.
Troubled Debt Restructuring
The balance of troubled debt restructurings ("TDRs") at March 31, 2022 and December 31, 2021 was $5.5 million and $5.8 million, respectively. There was $581,000 and $765,000 in specific reserves established with respect to these loans as of March 31, 2022 and December 31, 2021, respectively. As troubled debt restructurings, these loans are included in nonperforming loans. 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, 2022 and December 31, 2021 (in thousands).
Troubled debt restructurings:
1,228
1,353
3,231
3,355
4,704
4,953
193
228
459
479
109
5,450
5,792
Performing troubled debt restructurings:
882
2,010
2,552
2,923
3,679
50
3,135
3,931
26
The following table presents loans modified as TDRs during the three months ended March 31, 2022, as a result of various modified loan factors (in thousands). The change in the recorded investment from pre-modification to post- modification was not material.
Number of
Recorded
Type of
Modifications
Investment
143
(b)(c)
197
(b)
340
Type of modifications:
(a)
Reduction of stated interest rate of loan
Change in payment terms
(c)
Extension of maturity date
(d)
Permanent reduction of the recorded investment
A loan is considered to be in payment default once it is 90 days past due under the modified terms. There were three loans modified as troubled debt restructurings during the prior twelve months that experienced defaults for three months ended March 31, 2022. There was one loan modified as troubled debt restructuring during the prior twelve months that experienced defaults as of December 31, 2021.
The balance of real estate owned includes $4,794,000 and $4,984,000 of foreclosed real estate properties recorded as a result of obtaining physical possession of the property at March 31, 2022 and December 31, 2021, respectively. The recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure procedures are in process was $410,000 and $411,000 at March 31, 2022 and December 31, 2021, 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 at acquisition date is as follows (in thousands):
Delta
Acquisition
LINCO
Purchase price of purchase credit deteriorated loans at acquisition
18,796
64,647
Allowance for credit losses at acquisition
(863
(2,074
Non-credit discount/(premium) at acquisition
(523
(187
Fair value of purchased credit deteriorated loans at acquisition
17,410
62,386
27
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, 2022 and December 31, 2021 (in thousands):
Gross Carrying
Amortization
Goodwill not subject to amortization (effective 1/1/02)
144,225
115,613
Intangibles from branch acquisition
3,015
Core deposit intangibles
45,355
25,074
39,435
24,085
Other intangibles
20,561
7,240
6,808
213,156
39,089
178,624
37,668
During the first quarter of 2022, goodwill of $28.6 million was provisionally recorded for the acquisition and merger of Delta Bancshares Company. All this goodwill was assigned to the banking unit of the Company.
During the second quarter of 2021, goodwill of $1.4 million was recorded for the acquisition of certain assets used by BBM & Associates Inc., in connection with its trucking insurance business. All this goodwill was assigned to First Mid Insurance.
Goodwill of $8.9 million was provisionally recorded for the acquisition and merger of LINCO Bancshares, Inc. (“LINCO”) during the first quarter of 2021. All this goodwill was assigned to the banking unitt of the Company. This goodwill was subsequently adjusted to $5.4 million to reflect adjustments made to finalize the purchase accounting.
The following table provides a reconciliation of the purchase price paid for the acquisition of Delta and the amount of goodwill recorded (in thousands):
Unallocated purchase price
29,791
Less purchase accounting adjustments:
Fair value of securities
(2,836
Fair value of loans, net
(3,399
Fair value of premises and equipment
3,508
Fair value of time deposits
(1,759
Fair value of FHLB advances
(75
Core deposit intangible
5,920
(623
1,180
28,611
28
The following table provides a reconciliation of the purchase price paid for the acquisition of LINCO and the amount of goodwill recorded (in thousands):
12,248
264
(2,818
Fair value of other real estate owned
915
6,360
(2,081
(975
2,025
3,293
(184
6,799
5,449
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, 2022, March 31, 2021 and December 31, 2021 (in thousands):
420
516
Fair market value adjustment
106
210
544
Mortgage servicing rights amortized
(101
(177
(629
Interest only strip
432
551
Total amortization expense for three months ended March 31, 2022 and 2021 was as follows (in thousands):
989
710
Customer list intangibles
333
Mortgage servicing rights
101
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):
Aggregate amortization expense:
For period 01/01/22-03/31/22
Estimated amortization expense:
For period 04/01/22-12/31/22
4,681
For year ended 12/31/23
5,799
For year ended 12/31/24
5,291
For year ended 12/31/25
4,741
For year ended 12/31/26
3,852
In accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” codified within ASC 350, the Company performed testing of goodwill for impairment as of September 30, 2021 and determined that, as of that date, goodwill was not impaired. Management also concluded that the remaining amounts and amortization periods were appropriate for all intangible assets.
29
Note 6 -- Repurchase Agreements and Other Borrowings
Securities sold under agreements to repurchase were $187.3 million at March 31, 2022, increase of $41.1 million from $146.3 million at December 31, 2021. The increase during the first three months of 2022 was primarily due to changes in business cash flow needs. All the transactions have overnight maturities with a weighted average rate of 0.21%.
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):
US Treasury securities and obligations of U.S. government corporations and agencies
61,370
53,782
Mortgage-backed securities: GSE: residential
125,956
92,486
Miscellaneous
FHLB borrowings, before net premiums of $538,074, were $125.9 million and $86 million at March 31, 2022 and December 31, 2021, respectively. At March 31, 2022 the advances were as follows:
Advance
Term (in years)
Interest Rate
Maturity Date
15,000,000
3 months
0.35%
April 4, 2022
5,000,000
1.0
0.00%
May 31, 2022
3.0
2.41%
2.12%
June 7, 2022
20,000,000
0.80%
June 23, 2022
1.73%
July 12, 2022
8.0
2.40%
January 9, 2023
4.0
2.44%
May 30, 2023
3.5
1.51%
July 31, 2023
0.77%
September 11, 2023
5.0
1.54%
July 12, 2024
10,000,000
1.45%
December 31, 2024
0.91%
March 10, 2025
5,857,785
10.0
2.64%
December 23, 2025
1.15%
October 3, 2029
1.12%
1.39%
December 31, 2029
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.
31
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, 2022 and December 31, 2021 (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:
Mortgage-backed securities
Total available-for-sale securities
Equity securities
Derivative assets: interest rate swaps
1,469,605
1,469,236
Derivative liabilities: interest rate swaps
395,358
99
1,421,323
809
1,422,628
1,422,132
1,476
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, 2022 and 2021 is summarized as follows (in thousands):
Obligation of State and Political Subdivisions
794
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
(99
614
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
Following is a description of the valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.
Collateral Dependent Loans. Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for determining the amount of impairment and estimating fair value include using the fair value of the collateral for collateral dependent loans.
If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. Individually evaluated loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.
Management establishes a specific allowance for individually evaluated loans that have an estimated fair value that is below the carrying value. The total carrying amount of loans for which a change in specific allowance has occurred as of March 31, 2022 was $5,741,000 and a fair value of $4,596,000 resulting in specific loss exposures of $1,145,000.
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, 2022 was $4,794,000. Other real estate owned included in the total carrying amount and measured at fair value on a nonrecurring basis during the period amounted to $28,000.
Mortgage Servicing Rights. As of March 31, 2022, mortgage servicing rights had a carrying value of $367,000 and a fair value of $432,000 resulting in a valuation reserve of $65,000. 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, 2022 and December 31, 2021 (in thousands):
Collateral dependent loans
4,596
Foreclosed assets held for sale
6,750
2,068
33
Sensitivity of Significant Unobservable Inputs
The following table presents quantitative information about unobservable inputs used in Level 3 fair value measurements other than goodwill at March 31, 2022.
Valuation
Technique
Unobservable Inputs
Range
Weighted Average
Third party
valuations
Discount to reflect realizable value
0% - 40%
20%
Discount to reflect realizable value less estimated selling costs
35%
PSA standard prepayment model rate
177 - 438
189
205 - 513
The following tables present estimated fair values of the Company’s financial instruments at March 31, 2022 and December 31, 2021 in accordance with ASC 825 (in thousands):
Carrying
Amount
Level 1
Level 2
Level 3
Financial assets
Cash and due from banks
218,072
Certificates of deposit investments
Available-for-sale securities
Held-to-maturity securities
Loans net of allowance for credit losses
4,280,190
Federal Reserve Bank stock
13,845
Federal Home Loan Bank stock
6,484
Financial liabilities
Deposits
5,482,217
4,821,794
660,423
152,086
Federal Home Loan Bank borrowings
123,295
167,242
7,034
5,005
3,889,870
4,956,738
4,394,434
562,304
146,274
86,248
15,012
Note 8 – Business Combinations
On July 28, 2021, the Company and Brock Sub LLC, a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company (“Delta Merger Sub”), entered into an Agreement and Plan of Merger (the “Delta Merger Agreement”) with Delta Bancshares Company, a Missouri corporation (“Delta”), pursuant to which, among other things, the Company agreed to acquire 100% of the issued and outstanding shares of Delta pursuant to a business combination whereby Delta merged with and into Delta Merger Sub, whereupon the separate corporate existence of Delta ceased and Delta Merger Sub continued as the surviving company and a wholly-owned subsidiary of First Mid (the “Delta Merger”). The Delta Merger was completed on February 14, 2022.
Subject to the terms and conditions of the Delta Merger Agreement, at the effective time of the Delta Merger, each share of common stock, par value $10.00 per share, of Delta issued and outstanding immediately prior to the effective time of the Delta Merger (other than shares held in treasury by Delta) converted into and became the right to receive cash and 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 paid by the Company at the closing of the Delta Merger to Delta’s shareholders and option holders was approximately $15.15 million in cash and 2,292,270 shares of Company common stock. Delta’s outstanding stock options vested upon consummation of the Delta Merger, and all outstanding Delta options that were unexercised prior to the effective time of the Delta Merger were cashed out.
The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805, “Business Combinations ("ASC 805"),” and accordingly the assets and liabilities were recorded at their estimated fair values as of the date of acquisition. Fair values are subject to refinement for up to one year after the closing date of February 14, 2022 as additional information regarding the closing date fair values become available. The total consideration paid was used to determine the amount of goodwill resulting from the transaction. As the total consideration paid exceeded the net assets acquired, goodwill of $28.6 million was recorded for the acquisition. Goodwill recorded in the transaction, which reflects the synergies and economies of scale expected from combining operations and the enhanced revenue opportunities from the Company’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
Jefferson Bank
82,473
Investment securities
184,959
182,123
426,433
(7,924
418,509
(5,388
4,525
Premises and equipment
5,522
9,030
28,597
15,822
Right of use asset
717
9,061
(1,340
7,721
Total assets acquired
718,896
31,167
Liabilities
558,619
1,759
560,378
35,523
FHLB advances
45,000
45,075
Lease liability
2,209
(1,161
1,048
Total liabilities assumed
641,351
1,390
Net assets acquired
77,545
29,777
Consideration paid
Cash
Common stock
The Company has recognized approximately $785,000, pre-tax, of acquisition costs for the Delta Merger. Of this amount, $535,000 was recognized during 2022. These costs are included in salaries and benefits, legal and professional and other expense. Of the $7.9 million adjustment to loans, $8.2 million is being accreted to interest income over the remaining term of the loans. The remaining $300,000 was the elimination of deferred fees and unearned discounts previously recorded by Jefferson Bank. The Company also recorded approximately $863,000 directly to the allowance for credit losses for loans identified as PCD. Of the $426 million of loans acquired, approximately $18.8 million was identified as PCD.
The differences between fair value and acquired value of the assumed time deposits of $1.8 million and the assumed FHLB advances of $75,000, are being amortized to interest expense over the remaining life of the liabilities. The core deposit intangible asset, with a fair value of $5.9 million, is being amortized on an accelerated basis over its estimated life of 10 years.
36
The following unaudited pro forma condensed combined financial information presents the results of operations of the Company, including the effects of the purchase accounting adjustments and acquisition expenses, had the Delta Merger taken place at the beginning of the period (dollars in thousands, except per share data):
44,200
40,966
14,136
Non-interest income
18,528
Non-interest expense
40,575
39,653
Income before taxes
21,761
5,705
Income tax expense (benefit)
4,797
887
Net income (loss)
16,964
4,818
Earnings per share
Basic
0.88
0.28
Diluted
Basic weighted average shares o/s
Diluted weighted average shares o/s
On September 25, 2020, the Company and Eval Sub Inc., a newly formed Illinois corporation and wholly-owned subsidiary of the Company ("Eval Merger Sub"), entered into an Agreement and Plan of Merger (the "LINCO Merger Agreement") with LINCO Bancshares, Inc., a Missouri corporation ("LINCO"), and the sellers as defined therein, pursuant to which, among other things, the Company agreed to acquire 100% of the issued and outstanding shares of LINCO pursuant to a business combination whereby Eval Merger Sub merged with and into LINCO, whereupon the separate corporate existence of Merger Sub ceased and LINCO continued as the surviving company and a wholly-owned subsidiary of the Company (the "LINCO Merger"). The LINCO Merger closed on February 22, 2021.
Subject to the terms and conditions of the LINCO Merger Agreement, at the effective time of the LINCO Merger, each share of common stock, par value $1.00 per share, of LINCO issued and outstanding immediately prior to the effective time of the LINCO Merger (other than shares held in treasury by LINCO) was 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 paid by the Company at the closing of the LINCO Merger was $103.5 million in cash and 1,262,246 shares of the Company’s common stock. 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, “Business Combinations ("ASC 805"),” and accordingly the assets and liabilities were recorded at their estimated fair values as of the date of acquisition. Fair values are subject to refinement for up to one year after the closing date of February 22, 2021 as additional information regarding the closing date fair values become available. The total consideration paid was used to determine the amount of goodwill resulting from the transaction. As the total consideration paid exceeded the net assets acquired, goodwill of $5.4 million was recorded for the acquisition. Goodwill recorded in the transaction, which reflects the synergies and economies of scale expected from combining operations and the enhanced revenue opportunities from the Company’s service capabilities, is not tax deductible, and was all assigned to the banking segment of the Company.
Providence Bank
130,561
119,234
119,498
838,377
(9,401
828,976
(8,656
6,583
(2,073
8,435
9,350
23,440
29,800
20,503
(15,054
123
43,697
2,499
46,196
1,175,714
(5,015
1,170,699
988,329
2,081
990,410
26,941
975
27,916
Other borrowings
4,498
(610
3,888
1,019,768
3,240
1,023,008
155,946
(8,255
The Company has recognized approximately $9 million, pre-tax, of acquisition costs for the LINCO acquisition. Of this amount, $8.5 million was recognized during the first three months 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 asset, with a fair value of $2.1 million, is being 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 the Company, including the effects of the purchase accounting adjustments and acquisition expenses, had the LINCO acquisition taken place at the beginning of the period (dollars in thousands, except per share data):
38,237
37,659
6,191
5,113
0.30
0.29
Note 9 -- Leases
Effective January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). As of March 31, 2022, substantially all the Company's leases are operating leases for real estate property for bank branches, ATM locations, and office space.
These leases are generally for periods of 1 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
17,424
Operating lease liabilities
17,578
Weighted-average remaining lease term (in years)
6.9
6.8
6.6
Weighted-average discount rate
2.67
2.63
2.70
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,
2,221
2,416
2,044
2023
1,713
2024
1,714
Thereafter
7,645
Total lease payments
17,753
Less imputed interest
(2,295
Total lease liability
The components of lease expense for the three months ended March 31, 2022 and 2021 were as follows (in thousands):
Operating lease cost
708
Short-term lease cost
Variable lease cost
137
Total lease cost
922
880
Income from subleases
(100
(153
Net lease cost
822
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
722
711
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, 2022 and December 31, 2021 (in thousands):
Balance
Sheet
Location
Weighted
Average
Remaining
Maturity
(Years)
Notional
Estimated
Fair value hedges:
Interest rate swap agreements
7.1
13,839
(2,167
7.3
13,900
(1,476
The effects of the fair value hedges on the Company's income statement during the three months ended March 31, 2022 and 2021 were as follows (in thousands):
Derivative
Location of Gain (Loss) on Derivatives
Interest income on loans
(785
(743
Location of Gain (Loss) on Hedged Items
785
As of March 31, 2022, the following amounts were recorded on the consolidated balance sheet related to cumulative basis adjustment for fair value hedges (in thousands):
Line Item in the Balance Sheet in Which
the Hedge Item is Included
Carrying Amount of the
Hedged Asset
Cumulative Amount of Fair Value Hedging
Adjustment Included in the Carrying
Amount of the Hedged Asset
13,958
(118
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, 2022 (dollars in thousands):
5.8
40,435
(2,286
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, 2022 and 2021. This discussion and analysis should be read in conjunction with the consolidated financial statements, related notes and selected financial data appearing elsewhere in this report.
Forward-Looking Statements
This document may contain certain forward-looking statements, such as discussions of the Company’s pricing and fee trends, credit quality and outlook, liquidity, new business results, expansion plans, anticipated expenses and planned schedules. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the company, are identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including, among other things, the possibility that any of the anticipated benefits of the transactions between First Mid and Delta will not be realized within the expected time period; the risk that integration of the operations of Delta with First Mid will be materially delayed or will be more costly or difficult than expected; the inability to complete the proposed transactions due to the failure to satisfy conditions to completion of the proposed transactions, including failure to obtain the required regulatory, shareholder and other approvals; the failure of the proposed transactions to close for any other reason; the effect of the announcement of the proposed transactions on customer relationships and operating results; the possibility that the proposed transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; changes in interest rates; general economic conditions and those in the market areas of the Company; legislative and/or regulatory changes; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality or composition of the loan or investment portfolios and the valuation of those investment portfolios; demand for loan products; deposit flows; competition, demand for financial services in the market areas of the Company’s; accounting principles, policies and guidelines; the severity, magnitude and duration of the COVID-19 pandemic, the direct and indirect impact of such pandemic, including responses to the pandemic by the U.S., state and local governments, customers' businesses, the disruption of global, national, state and local economies associated with the COVID-19 pandemic, which could affect the company’s liquidity and capital positions, impair the ability of the company’s borrowers to repay outstanding loans, impair collateral values, and further increase the allowance for credit losses, and the impact of the COVID-19 pandemic on the Company’s financial results, including possible lost revenue and increased expenses (including cost of capital), as well as possible goodwill impairment charges. Additional information concerning the Company, including additional factors and risks that could materially affect the Company financial results, are included in the Company filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.
COVID-19 Impact
The COVID-19 outbreak is 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, 2022, a total of $467,000 was still deferred through these programs. In accordance with interagency guidance issued in March 2020, these short-term deferrals are not considered troubled debt restructurings.
42
Beginning April 3, 2020, with the passage of the initial Paycheck Protection Program (“PPP”), administered by the Small Business Administration (“SBA”), the Company actively participated in assisting existing and new customers with applications for resources through the program. PPP loans have a two to five-year term and earn interest at 1%. The Company believes that most of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. As of March 31, 2022, the Company has outstanding 33 PPP loans totaling $5.3 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, the Company continues to monitor all Company locations.
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 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, 2022, were $35.9 million. Current capital levels also support the Company's recent loan stress testing of the most vulnerable industry sectors impacted by COVID-19.
The Company maintains access to multiple sources of liquidity. Currently, the Company's total liquidity sources could provide $2.4 billion of total available capacity as of March 31, 2022.
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 $16.6 million and $4.1 million for the three months ended March 31, 2022 and 2021, respectively. Diluted net income per common share was $0.86 and $0.24 for the three months ended March 31, 2022 and 2021.
The following table shows the Company’s annualized performance ratios for three months ended March 31, 2022 and 2021, compared to the performance ratios for the year ended December 31, 2021:
Year ended
Return on average assets
1.05
0.32
0.90
Return on average common equity
9.95
2.78
8.38
Average equity to average assets
10.56
11.41
10.72
Total assets were $6.6 billion at March 31, 2022, compared to $6.0 billion as of December 31, 2021. From December 31, 2021 to March 31, 2022, cash and interest-bearing deposits increased $55.4 million, net loan balances increased $455.9 million and investment securities increased $41.5 million. Net loan balances were $4.39 billion at March 31, 2022 compared to $3.94 billion at December 31, 2021. The increases were primarily due to the acquisition of Jefferson Bank during the first quarter of 2022.
Net interest margin, on a tax equivalent basis, defined as net interest income divided by average interest-earning assets, was 3.07% for the three months ended March 31, 2022, down from 3.16% for the same period in 2021. This decrease was primarily due to lower yields on loans and investments. Net interest income before the provision for loan losses was $43.5 million compared to net interest income of $36.8 million for the same period in 2021. The increase in net interest income was primarily due to the acquisition of Jefferson Bank during the first quarter of 2022.
Total non-interest income of $21.1 million increased $3.3 million or 18.8% from $17.7 million for the same period last year. The increase in non-interest income resulted primarily from an increase in wealth management revenues, insurance commissions, and income from Jefferson Bank.
Total non-interest expense of $40.4 million increased $2.8 million or 7.4% from $37.6 million for the same period last year. The increase was primarily due to to variable costs tied to the increased revenues, inflationary impacts, and expenses from the acquisition of Delta during the first quarter of 2022.
Following is a summary of the factors that contributed to the changes in net income (in thousands):
Change in
Net Income
2022 versus 2021
Three months ended March 31, 2022
6,758
9,184
Other income, including securities transactions
3,339
Other expenses
(2,788
(3,986
Increase in net income
12,507
Credit quality is an area of importance to the Company. Total nonperforming loans were $22.5 million at March 31, 2022, compared to $32.0 million at March 31, 2021 and $22.0 million at December 31, 2021. See the discussion under the heading “Loan Quality and Allowance for Loan Losses” for a detailed explanation of these balances. Repossessed asset balances totaled $4.8 million at March 31, 2022 compared to $13.3 million at March 31, 2021 and $5.0 million at December 31, 2021.
The Company’s provision for loan losses for the three months ended March 31, 2022 and 2021 was $2,952,000 and $12,136,000, respectively. The provision expense during the first three months of 2022 included recording an initial provision for credit losses for Jefferson Bank of $2 million. Provision expense during the first three months of 2021 included recording an initial provision for credit losses for Providence Bank loans of $11.5 million, offset by lower provision expense for First Mid Bank compared to the same period in 2020 which included adoption of ASC 2016-13. Total loans past due 30 days or more were 0.53% of loans at March 31, 2022 compared to 0.39% at March 31, 2021, and 0.62% of loans at December 31, 2021. Loans secured by both commercial and residential real estate comprised approximately 71.1% of the loan portfolio as of March 31, 2022 and 69.8% as of December 31, 2021.
The Company’s capital position remains strong and the Company has consistently maintained regulatory capital ratios above the “well-capitalized” standards. The Company’s Tier 1 capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at March 31, 2022 and 2021 and December 31, 2021 was 12.42%, 10.74% and 12.51%, respectively. The Company’s total capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at March 31, 2022 and 2021, and December 31, 2021 was 15.41%, 13.75% and 15.79%, respectively. The decrease in Tier 1 capital to risk weighted assets ratio from December 31, 2021 was primarily due to the acquisition of LINCO and dividends paid to shareholders, offset by net income added to retained earnings.
On March 27, 2020, the federal banking regulatory agencies, issued an interim final rule which provided an option to delay the estimated impact on regulatory capital of ASU 2016-13, which was effective January 1, 2020. The initial impact of adoption of ASU 2016-13 as well as 25% of the quarterly increases in the allowance for credit losses subsequent to adoption of ASU 2016-13 ("CECL adjustments") was be delayed for two years. The cumulative amount of these adjustments will be phased out of the regulatory capital calculation over a three-year period, with 75% of the adjustments included in 2022, 50% of the adjustments included in 2023 and 25% of the adjustments included in 2024. After five years, the temporary delay of ASU 2016-13 adoption will be fully reversed. The Company has elected this option.
The Company’s liquidity position remains sufficient to fund operations and meet the requirements of borrowers, depositors, and creditors. The Company maintains various sources of liquidity to fund its cash needs. See the discussion under the heading “Liquidity” for a full listing of sources and anticipated significant contractual obligations.
The Company 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, 2022 and 2021, were $1.2 billion and $850 million, respectively. The increase in outstanding commitments was primarily due to the acquisition of Jefferson Bank.
Federal Deposit Insurance Corporation Insurance Coverage. As FDIC-insured institutions, First Mid Bank and Jefferson Bank are required to pay deposit insurance premium assessments to the FDIC. Several requirements with respect to the FDIC insurance system have affected results, including insurance assessment rates.
The Company expensed $426,000 and $452,000 for the assessment during the first three months of 2022 and 2021, respectively.
Critical Accounting Policies and Use of Significant Estimates
The Company has established various accounting policies that govern the application of U.S. generally accepted accounting principles in the preparation of the Company’s consolidated financial statements. The significant accounting policies of the Company are described in the footnotes to the consolidated financial statements included in the Company’s 2020 Annual Report on Form 10-K. Certain accounting policies involve significant judgments and assumptions by management that have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ from these judgments and assumptions, which could have a material impact on the carrying values of assets and liabilities and the results of operations of the Company.
Investment in Debt and Equity Securities. The Company classifies its investments in debt and equity securities as either held-to-maturity or available-for-sale in accordance with Statement of Financial Accounting Standards (SFAS) No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” which was codified into ASC 320. Securities classified as held-to-maturity are recorded at amortized cost. Available-for-sale securities are carried at fair value. Fair value calculations are based on quoted market prices when such prices are available. If quoted market prices are not available, estimates of fair value are computed using a variety of techniques, including extrapolation from the quoted prices of similar instruments or recent trades for thinly traded securities, fundamental analysis, or through obtaining purchase quotes. Due to the subjective nature of the valuation process, it is possible that the actual fair values of these investments could differ from the estimated amounts, thereby affecting the financial position, results of operations and cash flows of the Company.
If the estimated value of investments is less than the cost or amortized cost, the Company evaluates whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment. If such an event or change has occurred and the Company determines that the impairment is other-than-temporary, a further determination is made as to the portion of impairment that is related to credit loss. The impairment of the investment that is related to the credit loss is expensed in the period in which the event or change occurred. The remainder of the impairment is recorded in other comprehensive income (loss).
Loans. Loans are reported at amortized cost. Amortized cost is the principal balance outstanding, net of purchase discounts and premiums, fair value hedge accounting adjustments and deferred loan fees and costs. Accrued interest is reported separately and is included in interest receivable in the consolidated balance sheets.
Allowance for Credit Losses - Loans. The Company believes the allowance for credit losses for loans is the critical accounting policy that requires the most significant judgments and assumptions used in the preparation of its consolidated financial statements. The allowance for credit losses for loans represents the best estimate of losses inherent in the existing loan portfolio. An estimate of potential losses inherent in the loan portfolio are determined and an allowance for those losses is established by considering factors including historical loss rates, expected cash flows and estimated collateral values. In assessing these factors, the Company uses relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts.
The Company estimates the appropriate level of allowance for credit losses for individually evaluated loans by evaluating them separately. A specific allowance is assigned to an impaired loan when expected cash flows or collateral are less than the carrying amount of the loan.
Allowance for Credit Losses - Off-Balance Sheet Credit Exposures. The Company estimates expected credit losses over the contractual period that the Company is exposed to credit risk via a contractual obligation to extend credit, unless the obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is included in other liabilities in the consolidated balance sheets.
Other Real Estate Owned. Other real estate owned acquired through loan foreclosure is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for loan losses. Due to the subjective nature of establishing the fair value when the asset is acquired, the actual fair value of the other real estate owned or foreclosed asset could differ from the original estimate. If it is determined that fair value temporarily declines subsequent to foreclosure, a valuation allowance is recorded through noninterest expense.
Operating costs associated with the assets after acquisition are also recorded as noninterest expense. Gains and losses on the disposition of other real estate owned and foreclosed assets are netted and posted to other noninterest expense.
Mortgage Servicing Rights. The Company has elected to measure mortgage servicing rights under the amortization method. Using this method, servicing rights are amortized in proportion to and over the period of estimated net servicing income. The amortized assets are assessed for impairment based on fair value at each reporting date. Impairment is determined by stratifying rights into tranches based on predominant characteristics, such as interest rate, loan type and investor type.
Impairment is recognized through a valuation reserve, to the extent that fair value is less than the carrying amount of the servicing assets. Fair value in excess of the carrying amount of servicing assets is not recognized.
Deferred Income Tax Assets/Liabilities. The Company’s net deferred income tax asset arises from differences in the dates that items of income and expense enter our reported income and taxable income. Deferred tax assets and liabilities are established for these items as they arise. From an accounting standpoint, deferred tax assets are reviewed to determine if they are realizable based on the historical level of taxable income, estimates of future taxable income and the reversals of deferred tax liabilities. In most cases, the realization of the deferred tax asset is based on future profitability. If the Company were to experience net operating losses for tax purposes in a future period, the realization of deferred tax assets would be evaluated for a potential valuation reserve.
Additionally, the Company reviews its uncertain tax positions annually under FASB Interpretation No. 48 (FIN No. 48), “Accounting for Uncertainty in Income Taxes,” codified within ASC 740. An uncertain tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be recognized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded. A significant amount of judgment is applied to determine both whether the tax position meets the "more likely than not" test as well as to determine the largest amount of tax benefit that is greater than 50% likely to be recognized. Differences between the position taken by management and that of taxing authorities could result in a reduction of a tax benefit or increase to tax liability, which could adversely affect future income tax expense.
Impairment of Goodwill and Intangible Assets. Core deposit and customer relationships, which are intangible assets with a finite life, are recorded on the Company’s consolidated balance sheets. These intangible assets were capitalized as a result of past acquisitions and are being amortized over their estimated useful lives of up to 15 years. Core deposit intangible assets, with finite lives will be tested for impairment when changes in events or circumstances indicate that its carrying amount may not be recoverable. Core deposit intangible assets were tested for impairment as of September 30, 2021 as part of the goodwill impairment test and no impairment was identified.
As a result of the Company’s acquisition activity, goodwill, an intangible asset with an indefinite life, is reflected on the consolidated balance sheets. Goodwill is evaluated for impairment annually, unless there are factors present that indicate a potential impairment, in which case, the goodwill impairment test is performed more frequently than annually.
Fair Value Measurements. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company estimates the fair value of a financial instrument using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, the Company estimates fair value. The Company’s valuation methods consider factors such as liquidity and concentration concerns. Other factors such as model assumptions, market dislocations, and unexpected correlations can affect estimates of fair value. Imprecision in estimating these factors can impact the amount of revenue or loss recorded.
SFAS No. 157, “Fair Value Measurements”, which was codified into ASC 820, establishes a framework for measuring the fair value of financial instruments that considers the attributes specific to particular assets or liabilities and establishes a three-level hierarchy for determining fair value based on the transparency of inputs to each valuation as of the fair value measurement date.
The three levels are defined as follows:
•
Level 1 — quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 — inputs include quoted prices for similar assets and liabilities in active markets, quoted prices of identical or similar assets or liabilities in markets that are not active, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 — inputs that are unobservable and significant to the fair value measurement.
At the end of each quarter, the Company assesses the valuation hierarchy for each asset or liability measured. From time to time, assets or liabilities may be transferred within hierarchy levels due to changes in availability of observable market inputs to measure fair value at the measurement date. Transfers into or out of hierarchy levels are based upon the fair value at the beginning of the reporting period. A more detailed description of the fair values measured at each level of the fair value hierarchy can be found in Note 7 – Fair Value of Assets and Liabilities.
Results of Consolidated Operations
Net Interest Income
The largest source of revenue for the Company is net interest income. Net interest income represents the difference between total interest income earned on earning assets and total interest expense paid on interest-bearing liabilities. The amount of interest income is dependent upon many factors, including the volume and mix of earning assets, the general level of interest rates and the dynamics of changes in interest rates. The cost of funds necessary to support earning assets varies with the volume and mix of interest-bearing liabilities and the rates paid to attract and retain such funds.
Net interest income is the excess of interest received from earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is presented on a full tax equivalent ("TE") basis in the table that follows. The federal statutory rate in effect of 21% for 2022 and 2021 was used. The TE analysis portrays the income tax benefits associated with the tax-exempt assets. The year-to-date net yield on interest-earning assets excluding the TE adjustments of $770,000 and $595,000 for 2022 and 2021, respectively were 3.03% and 3.11% at March 31, 2022 and 2021, respectively.
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, 2022 and 2021 in the following table (dollars in thousands):
Three months ended March 31, 2021
Rate
Interest-bearing deposits with other financial institutions
135,176
0.16
278,295
0.11
3,714
0.13
0.03
2,238
2.04
2,695
2.14
Taxable
1,111,109
4,905
1.77
761,727
3,249
1.71
Tax-exempt (1)
382,909
2,867
2.99
248,188
2,016
3.25
Loans net of unearned income (TE) (2)
4,182,606
40,076
3.88
3,477,754
36,058
4.20
Total earning assets
5,817,752
47,915
3.33
4,769,975
41,411
3.52
114,257
84,392
83,883
68,282
367,966
296,284
Allowance for loan losses
(58,462
(46,735
6,325,396
5,172,198
Liabilities and stockholders' equity
Interest-bearing deposits
Demand deposits
2,610,573
1,321
0.21
1,876,378
886
0.19
Savings deposits
658,038
0.07
579,632
136
0.10
Time deposits
615,142
0.47
623,852
1,462
0.95
Total interest-bearing deposits
3,883,753
0.22
3,079,862
0.33
173,491
198,670
0.14
115,852
0.97
102,081
1.49
Federal funds purchased
Subordinated debt
94,413
4.24
94,266
4.23
Junior subordinated debentures
19,210
3.08
19,041
2.98
Total borrowings
403,010
1,475
1.48
414,058
1,568
1.54
Total interest-bearing liabilities
4,286,763
0.34
3,493,920
Non interest-bearing demand deposits
1,329,554
0.26
1,033,741
0.36
41,345
54,346
Stockholders' equity
667,734
590,191
Total liabilities and equity
44,292
37,359
Net interest spread
3.05
Impact of non interest-bearing funds
0.08
TE net yield on interest-earning assets
3.07
3.16
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.
48
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, 2022, compared to the same period in 2021 (in thousands):
compared to 2021 Increase / (Decrease)
Change
Volume (1)
Rate (1)
Earning assets:
(19
(158
(2
1,656
1,538
Tax-exempt (2)
1,020
(169
Loans (2) (3)
4,018
19,097
(15,079
6,504
21,496
(14,992
Interest-bearing liabilities:
435
343
92
(17
102
(119
(754
(20
(734
(39
(98
269
(367
Other debt
(429
657
(1,086
6,933
20,839
(13,906
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 $6.9 million, or 18.6%, to $44.3 million for the three months ended March 31, 2022, from $37.4 million for the same period in 2021. Net interest income increased primarily due to the acquisition of Jefferson Bank during the first quarter of 2022. The net interest margin decreased primarily due to lower interest rates on loans and investments.
For the three months ended March 31, 2022, average earning assets increased $1.0 billion, or 22.0%, and average interest-bearing liabilities increased $792.8 million or 22.7% compared with average balances for the same period in 2021.
The changes in average balances for these periods are shown below:
Average interest-bearing deposits with other financial institutions decreased $143.1 million or 51.4%.
Average federal funds sold increased $2.4 million or 182.2%.
Average certificates of deposits investments decreased $0.5 million or 17.0%.
Average loans increased by $704.9 million or 20.3%.
Average securities increased by $484.1 million or 47.9%.
Average interest-bearing customer deposits increased by $803.9 million or 26.1%.
Average securities sold under agreements to repurchase decreased by $25.2 million or 12.7%.
Average borrowings and other debt increased by $14.1 million or 6.6%.
•Net interest margin decreased to 3.07% for the first three months of 2022 from 3.16% for the first three months of 2021.
49
Provision for Loan Losses
The provision for loan losses for the three months ended March 31, 2022 and 2021 was $3.0 million and $12.1 million, respectively. The provision expense during the first three months of 2022 included recording an initial provision for credit losses for Jefferson Bank of $2 million. The provision expense during the first three months of 2021 included recording an initial provision for credit losses for Providence Bank loans of $11.5 million, offset by lower provision expense for First Mid Bank. Net charge-offs were $0 for the three months ended March 31, 2022, compared to net charge offs of $0.7 million for March 31, 2021. Nonperforming loans were $22.5 million and $32.0 million as of March 31, 2022 and 2021, respectively. For information on loan loss experience and nonperforming loans, see discussion under the “Nonperforming Loans” and “Loan Quality and Allowance for Loan Losses” sections below.
Other Income
An important source of the Company’s revenue is other income. The following table sets forth the major components of other income for the three months ended March 31, 2022 and 2021 (in thousands):
Three months March 31, 2022
$ Change
% Change
1,049
21.3
1,247
692
50.7
Security gains, net
-100.0
(965
-68.5
7.4
207
32.5
107.2
18.8
Following are explanations of the changes in these other income categories for the three months ended March 31, 2022 compared to the same period in 2021:
Wealth management revenues increased due to growth in customer accounts and assets under management as well as rising commodity prices, which drove higher farm management fee income.
Insurance commissions increased primarily due to an increase in commission and fee income and contingency income during the first quarter of 2022 compared to the same period last year.
Fees from service charges increased during the first three months of 2022 primarily due to an increase in overdraft fees and transaction account service charges during the period and the acquisition of Jefferson Bank.
Gains from the sale of securities during the first quarter of 2022 and 2021 were $0 and $4,000, respectively.
The decrease in mortgage banking income was due to a decrease in mortgage refinancing activity and fees from loans sold in the secondary market.
$19.6 million (representing 139 loans) for the three months ended March 31, 2022.
$108.3 million (representing 263 loans) for the three months ended March 31, 2021.
First Mid Bank generally releases the servicing rights on loans sold into the secondary market.
Revenue from ATMs and debit cards increased due to an increase in activity during the period and the acquisition of Jefferson Bank.
Bank owned life insurance income increased approximately $207,000 during the first quarter of 2022 compared to the same period in 2021 primarily due to $15.8 million of insurance added through the acquisition of Jefferson Bank.
Other income increased primarily due to gain realized on the termination of derivatives, a partnership distribution in other investments, and the acquisition of Jefferson Bank.
Other Expense
The following table sets forth the major components of other expense for the three months ended March 31, 2022 and 2021 (dollars in thousands):
815
1,185
23.8
(111
-142.3
(26
-5.8
24.8
(5
-1.6
332
23.7
73.9
ATM/debit card expense
240
28.6
Other operating expenses
(315
-7.3
2,788
Following are explanations for the changes in these other expense categories for the three months ended March 31, 2022 compared to the same period in 2021:
The increase in salaries and employee benefits, the largest component of other expense, is primarily due to an increase in incentive compensation and commissions, share-based compensation expense, increases for merit raises and applicable payroll taxes, and the addition of Jefferson Bank, offset by declines in bonus accrual expense and group insurance expense, during the first quarter of 2022. There were 1050 and 983 full-time equivalent employees at March 31, 2022 and 2021, respectively.
The increase in occupancy and equipment expense was due to increases in depreciation, equipment, and other property related expenses from the acquisition of Jefferson Bank and increases in data processing expense.
The decrease in net other real estate owned expense was primarily due to properties sold at a net gain during 2022 compared to properties sold or written down at a net loss during 2021.
Expense for amortization of intangible assets increased due to increases in amortization expense for core deposit intangibles for the three months ended March 31, 2022 compared to 2021, resulting from the acquisition of Jefferson Bank.
The decrease in other operating expenses was primarily due to a decrease in costs to acquire Delta compared to cost to acquire LINCO offset by additional expenses from the operation of Jefferson Bank.
On a net basis, all other categories of operating expenses increased during the period compared to last year primarily due to the operation of Jefferson Bank.
Income Taxes
Total income tax expense amounted to $4.6 million (21.9% effective tax rate) for the three months ended March 31, 2022, compared to $0.7 million (14.0% effective tax rate) for the same period in 2021. The increase in effective rate is primarily resulting from a decrease in significant non-recurring costs.
The Company files U.S. federal and state of Illinois, Indiana, Missouri and Texas income tax returns. The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2019.
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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, 2022 and December 31, 2021 (dollars in thousands)
Average Yield
1.27
213,599
1.22
2.39
2.40
1.69
1.58
102,810
2.92
32,575
4.30
Total securities
1,574,213
1,429,621
1.80
At March 31, 2022, the Company’s investment portfolio increased by $144.6 million from December 31, 2021 primarily due to securities added with the acquisition of Jefferson Bank. When purchasing investment securities, the Company considers its overall liquidity and interest rate risk profile, as well as the adequacy of expected returns relative to the risks assumed. The table below presents the credit ratings as of March 31, 2022 for certain investment securities (in thousands):
Average Credit Rating of Fair Value at March 31, 2022 (1)
AAA
AA +/-
A +/-
BBB +/-
< BBB -
Not rated
27,615
219,614
747
43,689
257,409
57,041
540
Mortgage-backed securities (2)
1,014
760,513
11,854
42,498
5,123
39,293
72,318
488,877
99,539
801,093
Equity securities:
Federal Agricultural Mtg Corp
84
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.
52
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, 2022 and December 31, 2021 (in thousands):
% Outstanding
3.6
6.3
7.0
9.4
8.3
7.5
44.1
41.7
71.1
69.8
2.7
3.8
21.0
20.8
2.0
3.2
100.0
Loan balances increased $459.0 million, or 11.5%. The increase included approximately $426.4 million of loans acquired, before purchase accounting adjustments, from Jefferson Bank. The increase was offset by payoffs and PPP forgiveness. The balance of real estate loans held for sale, included in the balances shown above, amounted to $2.0 million and $2.7 million as of March 31, 2022 and December 31, 2021, respectively.
Commercial and commercial real estate loans generally involve higher credit risks than residential real estate and consumer loans. Because payments on loans secured by commercial real estate or equipment are often dependent upon the successful operation and management of the underlying assets, repayment of such loans may be influenced to a great extent by conditions in the market or the economy. The Company does not have any sub-prime mortgages or credit card loans outstanding which are also generally considered to be higher credit risk.
Loans are geographically dispersed in central and southern Illinois, the St. Louis Metro area, central Missouri, and Texas. While these regions have experienced some economic stress during 2022 and 2021, the Company does not consider these locations high risk areas since these regions have not experienced the significant changes in real estate values seen in some other areas in the United States.
The Company does not have a concentration, as defined by the regulatory agencies, in construction and land development loans or commercial real estate loans as a percentage of total risk-based capital for the periods shown above. At March 31, 2022 and December 31, 2021, the Company did have industry loan concentrations that exceeded 25% of total risk-based capital in the following industries (dollars in thousands):
Principal
balance
Other grain farming
283,613
6.37
297,394
7.44
Lessors of non-residential buildings
874,114
19.62
696,730
17.44
Lessors of residential buildings and dwellings
537,665
12.07
468,362
11.72
Hotels and motels
208,780
4.69
57,549
1.44
The Company had no further industry loan concentrations in excess of 25% of total risk-based capital.
The following table presents the balance of loans outstanding as of March 31, 2022, by contractual maturities (in thousands):
Maturity (1)
or less(2)
Over 1 through
Over 5
years
38,233
62,033
31,238
12,291
121,735
146,967
16,755
116,344
284,133
22,870
251,783
95,273
121,846
929,841
913,634
211,995
1,481,736
1,471,245
88,262
30,311
307,187
371,453
256,814
10,545
58,747
20,393
43,449
24,233
75,056
661,438
1,966,480
1,826,643
Based upon remaining contractual maturity.
Includes demand loans, past due loans and overdrafts.
As of March 31, 2022, loans with maturities over one year consisted of approximately $2.6 billion in fixed rate loans and approximately $1.2 billion in variable rate loans. The loan maturities noted above are based on the contractual provisions of the individual loans. The Company has no general policy regarding renewals and borrower requests, which are handled on a case-by-case basis.
Nonperforming Loans and Nonperforming Other Assets
Nonperforming loans include: (a) loans accounted for on a nonaccrual basis; (b) accruing loans contractually past due ninety days or more as to interest or principal payments; and (c) loans not included in (a) and (b) above which are defined as “troubled debt restructurings”. Repossessed assets include primarily repossessed real estate and automobiles.
The Company’s policy is to discontinue the accrual of interest income on any loan for which principal or interest is ninety days past due. The accrual of interest is discontinued earlier when, in the opinion of management, there is reasonable doubt as to the timely collection of interest or principal. Once interest accruals are discontinued, accrued but uncollected interest is charged against current year income. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal.
Restructured loans are loans on which, due to deterioration in the borrower’s financial condition, the original terms have been modified in favor of the borrower or either principal or interest has been forgiven. Repossessed assets represent property acquired as the result of borrower defaults on loans. These assets are recorded at estimated fair value, less estimated selling costs, at the time of foreclosure or repossession. Write-downs occurring at foreclosure are charged against the allowance for loan losses. On an ongoing basis, properties are appraised as required by market indications and applicable regulations. Write-downs for subsequent declines in value are recorded in non-interest expense in other real estate owned along with other expenses related to maintaining the properties.
The following table presents information concerning the aggregate amount of nonperforming loans and repossessed assets at March 31, 2022 and December 31, 2021 (dollars in thousands):
Nonaccrual loans
Restructured loans which are performing in accordance with revised terms
Total nonperforming loans
22,465
22,036
Repossessed assets
4,804
5,019
Total nonperforming loans and repossessed assets
27,269
27,055
Nonperforming loans to loans, before allowance for loan losses
0.50
0.55
Nonperforming loans and repossessed assets to loans, before allowance for
loan losses
0.61
0.68
The $1,225,000 increase in nonaccrual loans during 2022 resulted from the net of $2,986,000 of loans put on nonaccrual status offset by $1,488,000 of loans becoming current or paid-off, $145,000 of loans transferred to other real estate and $129,000 of loans charged off. The following table summarizes the composition of nonaccrual loans (dollars in thousands):
% of Total
0.0
0.1
6.7
1.9
26.6
29.0
9.8
11.0
43.1
43.7
86.2
85.7
1.2
3.1
11.9
10.2
0.7
Interest income that would have been reported if nonaccrual and restructured loans had been performing totaled $95,000 and $154,000 for the three months ended March 31, 2022 and 2021, respectively.
The $215,000 decrease in repossessed assets during the first three months of 2022 resulted from $198,000 of additional assets repossessed and $454,000 of repossessed assets sold, and approximately $66,000 of change in fair value premiums and discounts. The following table summarizes the composition of repossessed assets (dollars in thousands):
2,973
61.9
3,004
59.9
0.6
0.2
1,793
37.3
1,968
39.2
Total real estate
99.8
99.3
Total repossessed collateral
Repossessed assets sold during the first three months of 2022 resulted in net gains of $21,000 related to real estate asset sales. Tzedhe Company also recognized $66,000 of deferred gains. Repossessed assets sold during the same period in 2021 resulted in net gains of $72,000, of which $71,000 of net losses was related to real estate asset sales and $1,000 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.
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, 2022, the Company’s loan portfolio included $402.7 million of loans to borrowers whose businesses are directly related to agriculture. Of this amount, $283.6 million was concentrated in other grain farming. Total loans to borrowers whose businesses are directly related to agriculture decreased $28.1 million from $430.8 million at December 31, 2021 while loans concentrated in other grain farming decreased $13.8 million from $297.4 million at December 31, 2021. While the Company adheres to sound underwriting practices, including collateralization of loans, any extended period of low commodity prices, drought conditions, significantly reduced yields on crops and/or reduced levels of government assistance to the agricultural industry could result in an increase in the level of problem agriculture loans and potentially result in loan losses within the agricultural portfolio. In addition, the Company has $208.8 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 $874.1 million of loans to lessors of non-residential buildings, and $537.7 million of loans to lessors of residential buildings and dwellings.
The structure of the Company’s loan approval process is based on progressively larger lending authorities granted to individual loan officers, loan committees, and ultimately the Board of Directors. Outstanding balances to one borrower or affiliated borrowers are limited by federal regulation; however, limits well below the regulatory thresholds are generally observed. Most of the Company’s loans are to businesses located in the geographic market areas served by the Company’s branch bank system. Additionally, a significant portion of the collateral securing the loans in the portfolio is located within the Company’s primary geographic footprint. In general, the Company adheres to loan underwriting standards consistent with industry guidelines for all loan segments.
The Company minimizes credit risk by adhering to sound underwriting and credit review policies. Management and the board of directors of the Company review these policies at least annually. Senior management is actively involved in business development efforts and the maintenance and monitoring of credit underwriting and approval. The loan review system and controls are designed to identify, monitor and address asset quality problems in an accurate and timely manner. The board of directors and management review the status of problem loans each month and formally determine a best estimate of the allowance for loan losses on a quarterly basis. In addition to internal policies and controls, regulatory authorities periodically review asset quality and the overall adequacy of the allowance for loan losses.
Analysis of the allowance for credit losses as of March 31, 2022 and 2021, and of changes in the allowance for the three months ended March 31, 2022 and 2021, is as follows (dollars in thousands):
Average loans outstanding, net of unearned income
Allowance - beginning of period
Charge-offs:
1-4 family residential
Commercial and industrial
Total charge-offs
Recoveries:
Total recoveries
Net charge-offs (recoveries)
702
Allowance-end of period
Ratio of annualized net charge-offs to average loans
0.00
Ratio of allowance for credit losses to loans outstanding (at amortized cost)
1.31
1.41
Ratio of allowance for credit losses to nonperforming loans
260
173
56
The increase in the allowance for credit losses to nonperforming loans ratio is primarily due to a decline in nonperforming loans at March 31, 2022 compared to March 31, 2021. The increase in allowance for credit losses is primarily due to the day one provision required to be recorded in the acquisition of loans with Jefferson Bank.
During the first three months of 2022, the Company had net recoveries of $4,000 compared to net charge-offs of $702,000 in 2021. During the first three months of 2022, there was a charge-off of two commercial real estate loans of one borrower totaling $271,000. During the first three months of 2021, there were significant charge-offs of one commercial real estate loan to one borrowers totaling $480,000 and one commercial loan to a single borrower totaling $1,572,000.
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, 2022 and 2021 and for the year ended December 31, 2021 (dollars in thousands):
Demand deposits:
Non-interest-bearing
—%
1,164,877
Interest-bearing
2,217,281
Savings
611,379
671,056
0.64
Total average deposits
5,213,307
0.17
4,113,603
0.25
4,664,593
During the first three months of 2022, the average balance of deposits increased by $0.5 billion from the average balance for the year ended December 31, 2021. Average non-interest-bearing deposits increased by $164.7 million, average interest-bearing balances increased by $393.3 million, savings account balances increased $46.7 million and balances of time deposits decreased $55.9 million. These increases were primarily due to deposits added in the acquisition of Jefferson Bank.
The following table sets forth the high and low month-end balances for the three months ended March 31, 2022 and 2021 and for the year ended December 31, 2021 (in thousands):
High month-end balances of total deposits
4,737,693
5,000,084
Low month-end balances of total deposits
4,904,973
3,725,741
Balances of time deposits of $100,000 or more include time deposits maintained for public fund entities and consumer time deposits. The following table sets forth the maturity of time deposits of $100,000 or more at March 31, 2022 and December 31, 2021 (in thousands):
3 months or less
76,415
86,790
Over 3 through 6 months
74,335
57,777
Over 6 through 12 months
98,852
82,644
Over 12 months
80,472
75,568
330,074
302,779
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, 2022 and December 31, 2021 is presented below (dollars in thousands):
Federal Home Loan Bank advances:
Fixed term – due in one year or less
65,065
25,113
Fixed term – due after one year
61,331
61,333
Other borrowings:
427,397
346,309
Average interest rate at end of period
1.42
1.78
Maximum outstanding at any month-end:
190,314
212,503
FHLB – overnight
70,068
30,180
97,877
Averages for the period (YTD):
173,762
7,055
50,055
22,751
58,742
84,766
0
94,321
19,105
394,705
Average interest rate during the period
1.46
Securities sold under agreements to repurchase decreased $41.1 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 to economically fund loan demand. At March 31, 2022 the fixed term advances, before net premiums of $538,000, consisted of $125.9 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, 2022. This loan was renewed on April 8, 2022 for one year as a revolving credit agreement. The interest rate is floating at 2.25% over the federal funds rate. The 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, 2022 and 2021, and December 31, 2021.
On October 6, 2020, the Company issued and sold $96.0 million in aggregate principal amount of its 3.95% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). The Notes were issued pursuant to the Indenture, dated as of October 6, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of October 6, 2020 (the “Supplemental Indenture”), between the Company and the Trustee. The Base Indenture, as amended and supplemented by the Supplemental Indenture, governs the terms of the Notes and provides that the Notes are unsecured, subordinated debt obligations of the Company and will mature on October 15, 2030. From and including the date of issuance to, but excluding October 15, 2025, the Notes will bear interest at an initial rate of 3.95% per annum. From and including October 15, 2025 to, but excluding the maturity date or earlier redemption, the Notes will bear interest at a floating rate equal to three-month Term SOFR plus a spread of 383 basis points, or such other rate as determined pursuant to the Supplemental Indenture, provided that in no event shall the applicable floating interest rate be less than zero per annum.
The Company may, beginning with the interest payment date of October 15, 2025, and on any interest payment date thereafter, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the Notes at any time, including prior to October 15, 2025, at the Company’s option, in whole but not in part, if: (i) a change or prospective change in law occurs that could prevent the Company from deducting interest payable on the Notes for U.S. federal income tax purposes; (ii) a subsequent event occurs that could preclude the Notes from being recognized as Tier 2 capital for regulatory capital purposes; or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended; in each case, at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest to but excluding the redemption date.
On April 26, 2006, the Company completed the issuance and sale of $10 million of fixed/floating rate trust preferred securities through First Mid-Illinois Statutory Trust II (“Trust II”), a statutory business trust and wholly owned unconsolidated subsidiary of the Company, as part of a pooled offering. The Company established Trust II for the purpose of issuing the trust preferred securities. The $10 million in proceeds from the trust preferred issuance and an additional $310,000 for the Company’s investment in common equity of Trust II, a total of $10,310 000, was invested in junior subordinated debentures of the Company. The underlying junior subordinated debentures issued by the Company to Trust II mature in 2036, bore interest at a fixed rate of 6.98% paid quarterly until June 15, 2011 and then converted to floating rate (LIBOR plus 160 basis points, 2.43% and 1.80% at March 31, 2022 and December 31, 2021, 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 (2.68% and 2.05% at March 31, 2022 and December 31, 2021, respectively) and resets quarterly.
On May 1, 2018, the Company assumed the trust preferred securities of FBTC Statutory Trust I (“FBTCST I”), a statutory business trust that was a wholly owned unconsolidated subsidiary of First BancTrust Corporation. The $6,000,000 of trust preferred securities and an additional $186,000 additional investment in common equity of FBTCST I is invested in junior subordinated debentures issued to FBTCST I. The subordinated debentures mature in 2035, bear interest at three-month LIBOR plus 170 basis points (2.53% and 1.90% at March 31, 2022 and December 31, 2021, respectively) and resets quarterly.
The trust preferred securities issued by Trust II, CLST I and FBTCST I are included as Tier 1 capital of the Company for regulatory capital purposes. On March 1, 2005, the Federal Reserve Board adopted a final rule that allows the continued limited inclusion of trust preferred securities in the calculation of Tier 1 capital for regulatory purposes. The final rule provided a five-year transition period, ending September 30, 2010, for application of the revised quantitative limits. On March 17, 2009, the Federal Reserve Board adopted an additional final rule that delayed the effective date of the new limits on inclusion of trust preferred securities in the calculation of Tier 1 capital until March 31, 2012. The application of the revised quantitative limits did not and is not expected to have a significant impact on its calculation of Tier 1 capital for regulatory purposes or its classification as well-capitalized. The Dodd-Frank Act, signed into law July 21, 2010, removes trust preferred securities as a permitted component of a holding company’s Tier 1 capital after a three-year phase-in period beginning January 1, 2013 for larger holding companies. For holding companies with less than $15 billion in consolidated assets, existing issues of trust preferred securities are grandfathered and not subject to this new restriction.
Similarly, the final rule implementing the Basel III reforms allows holding companies with less than $15 billion in consolidated assets as of December 31, 2009 to continue to count toward Tier 1 capital any trust preferred securities issued before May 19, 2010. New issuances of trust preferred securities, however, would not count as Tier 1 regulatory capital.
In addition to requirements of the Dodd-Frank Act discussed above, the act also required the federal banking agencies to adopt certain rules that prohibit banks and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (defined as hedge funds and private equity funds). This rule is generally referred to as the “Volcker Rule.” The rules permit the retention of an interest in or sponsorship of covered funds by banking entities under $15 billion in assets (such as the Company) if (1) the collateralized debt obligation was established and issued prior to May 19, 2010, (2) the banking entity reasonably believes that the offering proceeds received by the collateralized debt obligation were invested primarily in qualifying trust preferred collateral, and (3) the banking entity’s interests in the collateralized debt obligation was acquired on or prior to December 10, 2013. The Company does not currently anticipate that the Volcker Rule will have a material effect on the operations of the Company, First Mid Bank or Jefferson 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.
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, 2022 (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
111,704
1,715
Taxable investment securities
56,477
112,071
101,901
101,949
91,834
651,833
1,116,065
Nontaxable investment securities
13,157
12,347
14,756
10,630
20,994
282,368
354,252
1,587,437
595,797
618,161
512,391
757,593
383,182
4,340,701
1,770,490
720,460
734,818
624,970
870,421
1,317,383
6,038,542
5,924,682
Savings and NOW accounts
557,452
191,487
844,384
2,167,784
Money market accounts
959,110
45,544
138,843
1,280,129
Other time deposits
475,774
109,545
43,817
16,319
19,994
665,511
Short-term borrowings/debt
Long-term borrowings/debt
84,302
15,111
20,043
6,177
240,071
233,191
2,263,964
361,687
300,891
259,527
351,463
1,003,289
4,540,821
4,493,613
Rate sensitive assets – rate sensitive liabilities
(493,474
358,773
433,927
365,443
518,958
314,094
1,497,721
Cumulative GAP
(134,701
299,226
664,669
1,183,627
Cumulative amounts as % of total Rate sensitive assets
-8.2
5.9
7.2
6.1
8.6
5.2
Cumulative Ratio
-2.2
19.6
The static GAP analysis shows that at March 31, 2022, the Company was liability sensitive, on a cumulative basis, through the twelve-month time horizon. This indicates that future increases in interest rates could have an adverse effect on net interest income. There are several ways the Company measures and manages the exposure to interest rate sensitivity, including static GAP analysis. The Company’s ALCO also uses other financial models to project interest income under various rate scenarios and prepayment/extension assumptions consistent with First Mid Bank’s historical experience and with known industry trends. ALCO meets at least monthly to review the Company’s exposure to interest rate changes as indicated by the various techniques and to make necessary changes in the composition terms and/or rates of the assets and liabilities.
Capital Resources
At March 31, 2022, the Company’s stockholders' equity increased $32 million or 5.1%, to $666.4 million from $633.9 million as of December 31, 2021. During the first three months of 2022, net income contributed $16.6 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 $73.2 million, net of tax. Dividends of $4.0 million were paid during the first three months of 2022. The acquisition of Delta also increased stockholders’ equity $92.1 million.
The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Bank holding companies follow minimum regulatory requirements established by the Board of Governors of the Federal Reserve System (“Federal Reserve System”), First Mid Bank and Jefferson 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, 2022 and December 31, 2021, the Company, First Mid Bank and Jefferson Bank met all capital adequacy requirements.
As permitted by the interim final rule issued on March 27, 2020 by the federal banking regulatory agencies, the Company elected the option to delay the estimated impact on regulatory capital of adopting ASU 2016-13, which was effective January 1, 2020. The initial impact of adoption of ASU 2016-13, as well as 25% of the quarterly increases in allowance for credit losses subsequent to adoption of ASU 2016-13 was delayed for two years. After two years, the cumulative amount of these adjustments is being phased out of the regulatory capital calculation over a three-year period, with 75% of the adjustments included in 2022, 50% of the adjustments included in 2023 and 25% of the adjustments included in 2024. After five years, the temporary delay of ASU 2016-13 adoption will be fully reversed.
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
752,452
15.41
512,640
> 10.50%
N/A
First Mid Bank
633,240
14.70
452,448
430,903
> 10.00%
76,656
13.20
60,982
58,078
Tier 1 capital (to risk-weighted assets)
606,435
12.42
414,994
> 8.50%
583,701
13.55
366,267
344,722
> 8.00%
74,616
12.85
49,367
46,463
Common equity tier 1 capital (to risk-weighted assets)
587,198
12.03
341,760
> 7.00%
301,632
280,087
> 6.50%
40,655
37,751
Tier 1 capital (to average assets)
9.28
261,311
> 4.00%
10.05
232,305
290,382
> 5.00%
10.71
27,871
34,839
674,310
15.79
448,344
624,150
14.67
446,711
425,439
534,277
12.51
362,945
578,517
13.60
361,623
340,351
515,082
12.06
298,896
297,807
376,535
9.05
236,151
9.83
135,337
294,171
The Company's risk-weighted assets, capital, and capital ratios for March 31, 2022 are computed in accordance with Basel III capital rules which were effective January 1, 2015. See heading "Basel III" in the Overview section of this report for a more detailed description of the Basel III rules. As of March 31, 2022, the Company, First Mid Bank and Jefferson Bank had capital ratios above the required minimums for regulatory capital adequacy, and First Mid Bank had capital ratios that qualified it for treatment as well-capitalized under the regulatory framework for prompt corrective action with respect to banks.
Participants may purchase Company stock under the following four plans of the Company: The Deferred Compensation Plan, the First Retirement and Savings Plan, the Dividend Reinvestment Plan, and the Stock Incentive Plan. For more detailed information on these plans, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
At the Annual Meeting of Stockholders held April 26, 2017, the stockholders approved the 2017 Stock Incentive Plan ("SI Plan"). The SI Plan was implemented to succeed the Company’s 2007 Stock Incentive Plan, which had a ten-year term. The SI Plan is intended to provide a means whereby directors, employees, consultants and advisors of the Company and its Subsidiaries may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company and its Subsidiaries, thereby advancing the interests of the Company and its stockholders. Accordingly, directors and selected employees, consultants and advisors may be provided the opportunity to acquire shares of Common Stock of the Company on the terms and conditions established in the SI Plan.
Following the stockholders’ approval at the 2021 annual meeting of the Company, a maximum of 399,983 shares of common stock may be issued under the SI Plan. The Company awarded 26,000 and 13,175 restricted stock awards during 2022 and 2021, respectively and 37,150 and 35,400 as stock unit awards during 2022 and 2021, 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 15% discount through payroll deductions. The ESPP is also intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. A maximum of 600,000 shares of common stock may be issued under the ESPP. As of March 31, 2022, 34,833 shares have been issued pursuant to the ESPP. During the three months ended March 31, 2022 and 2021, 3,149 shares and 3,142 shares, respectively, were issued pursuant to the ESPP.
Stock Repurchase Program
Since August 5, 1998, the Board of Directors has approved repurchase programs pursuant to which the Company may repurchase a total of approximately $76.7 million of the Company’s common stock. During the quarter, the Company repurchased 262 shares. All of these shares were a result of shares withheld for taxes on vested employee stock incentives. The Company has approximately $4.4 million in remaining capacity under its existing repurchase program.
Although the Company adopted the repurchase plan, the Company may make discretionary repurchases in the open market or in privately negotiated transactions from time to time. The timing, manner, price and amount of any such repurchases will be determined by the Company at its discretion and will depend upon a variety of factors including economic and market conditions, price, applicable legal requirements and other factors.
Liquidity
Liquidity represents the ability of the Company and its subsidiaries to meet all present and future financial obligations arising in the daily operations of the business. Financial obligations consist of the need for funds to meet extensions of credit, deposit withdrawals and debt servicing. The Company’s liquidity management focuses on the ability to obtain funds economically through assets that may be converted into cash at minimal costs or through other sources. The Company’s other sources of cash include overnight federal fund lines, Federal Home Loan Bank advances, deposits of the State of Illinois, the ability to borrow at the Federal Reserve Bank of Chicago, and the Company’s operating line of credit with The Northern Trust Company.
Details of the Company's liquidity sources include:
First Mid Bank has $100 million available in overnight federal fund lines, including $30 million from First Horizon Bank, N.A., $20 million from U.S. Bank, N.A., $10 million from Wells Fargo Bank, N.A., $15 million from The Northern Trust Company and $25 million from Zions Bank. 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, 2022, First Mid Bank met these regulatory requirements.
First Mid Bank can borrow from the Federal Home Loan Bank as a source of liquidity. Availability of the funds is subject to the pledging of collateral to the Federal Home Loan Bank. Collateral that can be pledged includes one-to-four family residential real estate loans and securities. At March 31, 2022, the excess collateral at the FHLB would support approximately $721 million of additional advances for First Mid Bank.
First Mid Bank is a member of the Federal Reserve System and can borrow funds provided that sufficient collateral is pledged.
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In addition, as of March 31, 2022, the Company had a revolving credit agreement in the amount of $15 million with The Northern Trust Company with an outstanding balance of $0 million and $15 million in available funds. This loan was renewed on April 8, 2022 for one year as a revolving credit agreement. The interest rate is floating at 2.25% over the federal funds rate. The loan is secured by the stock of First Mid Bank, including requirements for operating and capital ratios. The Company and its subsidiary bank were in compliance with the existing covenants at March 31, 2022 and 2021 and December 31, 2021.
Management continues to monitor its expected liquidity requirements carefully, focusing primarily on cash flows from:
lending activities, including loan commitments, letters of credit and mortgage prepayment assumptions;
deposit activities, including seasonal demand of private and public funds;
investing activities, including prepayments of mortgage-backed securities and call provisions on U.S. Treasury and government agency securities; and
operating activities, including scheduled debt repayments and dividends to stockholders.
The following table summarizes significant contractual obligations and other commitments at March 31, 2022 (in thousands):
Less than
More than
1 year
1-3 years
3-5 years
153,362
36,313
Debt
113,675
109,816
Other borrowing
313,721
252,391
35,153
Operating leases
2,633
4,309
3,382
7,429
Supplemental retirement
1,718
100
1,418
1,112,378
730,848
192,924
49,881
138,725
For the three months ended March 31, 2022, net cash of $24.1 million was provided by operating activities, $63.9 million was provided by investing activities, and $32.6 million was used in financing activities. In total, cash and cash equivalents increased by $55.4 million since year-end 2021.
Off-Balance Sheet Arrangements
First Mid Bank and Jefferson 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, 2022 and December 31, 2021 were as follows (in thousands):
Unused commitments and lines of credit:
166,724
118,190
Commercial operating
658,214
529,035
Home equity
63,993
59,422
318,885
293,339
1,207,816
999,986
Standby letters of credit
19,127
14,403
Commitments to originate credit represent approved commercial, residential real estate and home equity loans that generally are expected to be funded within ninety days. Lines of credit are agreements by which the Company agrees to provide a borrowing accommodation up to a stated amount as long as there is no violation of any condition established in the loan agreement. Both commitments to originate credit and lines of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the lines and some commitments are expected to expire without being drawn upon, the total amounts do not necessarily represent future cash requirements.
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.
65
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change in the market risk faced by the Company since December 31, 2021. For information regarding the Company’s market risk, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
ITEM 4.
CONTROLS AND PROCEDURES
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective. Further, there have been no changes in the Company’s internal control over financial reporting during the last fiscal quarter that have materially affected or that are reasonably likely to affect materially the Company’s internal control over financial reporting.
66
PART II
ITEM 1.
LEGAL PROCEEDINGS
From time to time the Company and its subsidiaries may be involved in litigation that the Company believes is a type common to our industry. None of any such existing claims are believed to be individually material at this time to the Company, although the outcome of any such existing claims cannot be predicted with certainty.
ITEM 1A. RISK FACTORS
Various risks and uncertainties, some of which are difficult to predict and beyond the Company’s control, could negatively impact the Company. As a financial institution, the Company is exposed to interest rate risk, liquidity risk, credit risk, operational risk, risks from economic or market conditions, and general business risks among others. Adverse experience with these or other risks could have a material impact on the Company’s financial condition and results of operations, as well as the value of its common stock. See the risk factors and “Supervision and Regulation” described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES
Period
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
January 1, 2022 - January 31, 2022
41.15
4,395,000
February 1, 2022 - February 28, 2022
March 1, 2022 - March 31, 2022
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
10.1
Fourth Amendment to the Sixth Amended and Restated Credit Agreement by and between First Mid Bancshares, Inc. and The Northern Trust Company, dated as of February 7, 2022 (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 8, 2022).
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
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (formatted as Inline XBRL and contained in Exhibits 101)
*Exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of any omitted exhibit will be furnished to the SEC upon request.
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 9, 2022
/s/ Joseph R. Dively
Joseph R. Dively
President and Chief Executive Officer
/s/ Matthew K. Smith
Matthew K. Smith
Chief Financial Officer