UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20182021
Commission File Number 001-15877
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| GERMAN AMERICAN BANCORP, INC. | |
| (Exact name of registrant as specified in its charter) | |
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INDIANAIndiana | | 35-1547518 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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711 Main Street, | Box 810, Jasper, Indiana | Jasper, | Indiana | | 47546 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (812) 482-1314
Securities registered pursuant to Section 12(b) of the Act
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Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
Common Shares, no par value | GABC | The NASDAQ StockNasdaq Global Select Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | | þ Yes | Yes | o | No |
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | | o Yes | Yes | þ | No |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | | þ Yes | Yes | o | No |
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | | þ Yes | o No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K:Yes | o | No |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a 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. | |
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Large accelerated filer | þ | | | Accelerated filer | o |
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Non-accelerated filer | o | | | Smaller reporting company | ☐ |
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Large accelerated filer þ
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Non-accelerated filer o
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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. o |
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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | ☑ |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | ☐ | Yes | o Yes
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The aggregate market value of the registrant’s common shares held by non-affiliates as of June 30, 20182021 was approximately $759,917,505.$936,743,191. This calculation does not reflect a determination that persons are (or are not) affiliates for any other purpose.
As of February 20, 2019,23, 2022, there were outstanding 24,967,45829,423,841 common shares, no par value, of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement of German American Bancorp, Inc., for the Annual Meeting of its Shareholders to be held May 16, 2019,19, 2022, to the extent stated herein, are incorporated by reference into Part III (Items 10 through 14).
GERMAN AMERICAN BANCORP, INC.
ANNUAL REPORT ON FORM 10-K
For Fiscal Year Ended December 31, 20182021
Table of Contents
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Glossary of Terms and Acronyms | |
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PART I | | |
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Item 1. | Business | |
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Item 1A. | Risk Factors | |
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Item 1B. | Unresolved Staff Comments | |
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Item 2. | Properties | |
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Item 3. | Legal Proceedings | |
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Item 4. | Mine Safety Disclosures | |
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PART II | | |
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Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | |
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Item 6. | Selected Financial Data[Reserved] | |
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Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
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Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | |
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Item 8. | Financial Statements and Supplementary Data | |
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Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | |
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Item 9A. | Controls and Procedures | |
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Item 9B. | Other Information | |
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PART III | | |
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Item 10. | Directors, Executive Officers and Corporate Governance | |
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Item 11. | Executive Compensation | |
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Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | |
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Item 13. | Certain Relationships and Related Transactions, and Director Independence | |
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Item 14. | Principal Accounting Fees and Services | |
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PART IV | | |
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Item 15. | Exhibits, Financial Statement Schedules | |
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Item 16. | Form 10-K Summary | |
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SIGNATURES | |
GLOSSARY OF TERMS AND ACRONYMS
As used in this Report, references to “Company,” “we,” “our,” “us,” and similar terms refer to German American Bancorp, Inc. and its consolidated subsidiaries as a whole. Occasionally, we will refer to the term “parent company” or “holding company” when we mean to refer to only German American Bancorp, Inc. and the term “Bank” when we mean to refer only to German American Bank, the Company’s bank subsidiary.
The terms and acronyms identified below are used throughout this Report, including the Notes to Consolidated Financial Statements. You may find it helpful to refer to this Glossary as you read this Report.
2009 ESPP: German American Bancorp, Inc. 2009 Employee Stock Purchase Plan
2019 ESPP: German American Bancorp, Inc. 2019 Employee Stock Purchase Plan
2019 LTI Plan: German American Bancorp, Inc. 2019 Long-Term Equity Incentive Plan
AOCI: Accumulated other comprehensive income
ASU: Accounting Standards Update
Basel III Rules: Regulatory capital rules agreed to by the Basel Committee on Banking Supervision, as issued by the FRB and OCC and published in the Federal Register on October 11, 2013
BHC Act: Bank Holding Company Act of 1956, as amended
BSA: Bank Secrecy Act (Financial Recordkeeping and Reporting of Currency and Foreign Transactions Act of 1970)
CAA:2021 Consolidated Appropriations Act enacted on December 27, 2020, which included a $900 billion COVID-19 relief package
CARES Act:Coronavirus Aid, Relief and Economic Security Act
CBLR: Community bank leverage ratio, which is the subject of rules adopted by federal banking regulators on October 29,2019 (the “CBLR framework”)
CECL: Current expected credit losses, which are the subject of an accounting standard under GAAP
CET1: Common Equity Tier 1 Capital
CFPB: Consumer Financial Protection Bureau
Citizens First: Citizens First Corporation, which was acquired by the Company on July 1, 2019
CMO: Collateralized mortgage obligations
COVID-19:Novel coronavirus disease 2019 declared, in March 2020, by the World Health Organization as a global pandemic and by the President of the United States as a national emergency
CRA: Community Reinvestment Act of 1977
CUB: Citizens Union Bancorp of Shelbyville, Inc., which was acquired by the company on January 1, 2022
DFI: Indiana Department of Financial Institutions
DIF: Deposit Insurance Fund of the FDIC
Dodd-Frank Act: Dodd-Frank Wall Street Reform and Consumer Protection Act
Economic Growth Act: Economic Growth, Relief and Consumer Protection Act of 2018
ERISA: Employee Retirement Income and Security Act of 1974
FASB: Financial Accounting Standards Board
FDIC: Federal Deposit Insurance Corporation
FDICIA: Federal Deposit Insurance Corporation Improvements Act
federal banking
regulators:The FRB, the OCC, and the FDIC, collectively
FHLB: Federal Home Loan Bank
First Security: First Security, Inc., which was acquired by the Company on October 15, 2018
FRB: Board of Governors of the Federal Reserve System
GAAP: Generally Accepted Accounting Principles in the United States of America
GLB Act: Gramm-Leach-Bliley Financial Modernization Act of 1999
LIBOR: London Interbank Offered Rate
MBS: Mortgage-backed securities
Notes:The Company’s 4.50% Fixed-to-Floating Rate Subordinated Notes due 2029, issued and sold on June 25, 2019, in an aggregate principal amount of $40.0 million
NPV: Net portfolio value
OCC: Office of the Comptroller of the Currency
OFAC: U.S. Treasury Department Office of Foreign Assets Control
PCAOB: Public Company Accounting Oversight Board (United States)
PCD:Purchased with credit deterioration
PCI:Purchased credit impaired
PPP:Paycheck Protection Program established under the CARES Act
SBA:Small Business Administration
SEC: Securities and Exchange Commission
SOFR: Secured Overnight Funding Rate recommended by the Alternative Reference Rate Committee as an alternative to LIBOR
TDR:Troubled Debt Restructurings
USA Patriot Act: Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
Information included in or incorporated by reference in this Annual Report on Form 10-K, our other filings with the Securities and Exchange Commission and our press releases or other public statements, contain or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Please refer to a discussion of our forward- looking statements and associated risks in Item 1, “Business - Forward-Looking Statements and Associated Risks” and our discussion of risk factors in Item 1A, “Risk Factors” in this Annual Report on Form 10-K.
PART I
Item 1. Business.
General
German American Bancorp, Inc., is a NASDAQ-tradedNasdaq-traded (symbol: GABC) bankfinancial holding company based in Jasper, Indiana. German American, through its banking subsidiary German American Bank, operates 6577 banking offices in 2019 contiguous southern Indiana counties and four Kentucky counties.14 counties in Kentucky. The Company also owns an investment brokerage subsidiary (German American Investment Services, Inc.) and a full line property and casualty insurance agency (German American Insurance, Inc.).
The Company was formed in 1982 as a bank holding company under the Bank Holding Company Act of 1956, as amended. Effective September 24, 2019, the Company elected to be a “financial holding company” as permitted under the Gramm-Leach-Bliley Act of 1999, as amended. As a financial holding company, the Company is generally permitted to engage in certain otherwise prohibited nonbanking activities and certain other broader securities, insurance, merchant banking and other activities that the Board of Governors of the Federal Reserve System (the “FRB”) has determined to be “financial in nature,” or are incidental or complementary to activities that are financial in nature, without prior approval from the FRB (subject to certain exceptions). Upon becoming a financial holding company, we began operating GABC Risk Management, Inc., a wholly-owned subsidiary, as a pooled captive insurance company subsidiary to provide additional insurance coverage for the Company and its subsidiaries related to the operations of the Company for which insurance may not be economically feasible.
Throughout this Report, when we use the term “Company”, we will usually be referring to the business and affairs (financial and otherwise) of German American Bancorp, Inc. and its consolidated subsidiaries as a whole. Occasionally, we will refer to the term “parent company” or “holding company” when we mean to refer to only German American Bancorp, Inc. and the term “Bank” when we mean to refer only to the Company’s bank subsidiary.
The Company’s lines of business include retail and commercial banking, comprehensive financial planning, full service brokerage and trust administration, and a full range of personal and corporate insurance products. Financial and other information by segment is included in Note 16 (Segment Information) of the Notes to the Consolidated Financial Statements included in Item 8 of this Report and is incorporated into this Item 1 by reference. Substantially all of the Company’s revenues are derived from customers located in, and substantially all of its assets are located in, the United States.
Subsidiaries
The Company’s principal operating subsidiaries are described in the following table:
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Name | Type of Business | Principal Office Location |
German American Bank | Commercial Bank | Jasper, IN |
German American Insurance, Inc. | Multi-Line Insurance Agency | Jasper, IN |
German American Investment Services, Inc. | Retail Brokerage | Jasper, IN |
Effective April 1, 2018, the legal name of German American Bank was changed from German American Bancorp to its current name. The new name corresponds with the trade name already being used by the banking subsidiary and promotes further distinction in nomenclature between the banking subsidiary and the bank holding company, German American Bancorp, Inc.
Business Developments
On February 21, 2019, the Company entered into an Agreement and Plan of Reorganization with Citizens First Corporation (“Citizens First”), pursuant to which Citizens First agreed to merge with and into the Company. The merger agreement also provides that Citizens First’s wholly-owned banking subsidiary, Citizens First Bank, Inc. will be merged with and into the Company’s subsidiary bank, German American Bank, immediately following the holding company merger. Based on the number of Citizens First common shares expected to be outstanding at closing, the Company would issue approximately 1.7 million shares of its common stock, and pay approximately $16 million cash, for all of the issued and outstanding common shares of Citizens First. Citizens First is a bank holding company headquartered in Bowling Green, Kentucky. It operates, through Citizens First Bank, Inc., branch offices in Barren, Hart, Simpson and Warren Counties in Kentucky, and a loan production office in Williamson County, Tennessee. At December 31, 2018, Citizens First reported total assets of approximately $476 million, total loans of approximately $372 million, and total deposits of approximately $389 million. Completion of the mergers is subject to approval by regulatory authorities and Citizens First’s shareholders, as well as certain other closing conditions. The transaction is expected to be completed in the third quarter of 2019.
On October 15, 2018,January 1, 2022, the Company completed the acquisition of First Security,Citizens Union Bancorp of Shelbyville, Inc. ("First Security"(“CUB”) through the merger of First SecurityCUB with and into the Company. Immediately following completion of the First SecurityCUB holding company merger, First Security’sCUB’s subsidiary bank, First SecurityCitizen Union Bank of Shelbyville, Inc., was merged with and into the Company’s subsidiary bank, German American Bank. First Security, basedCUB, headquartered in Owensboro,Shelbyville, Kentucky, operated 1115 retail banking offices located in Shelby, Jefferson, Spencer, Bullitt, Oldham, Owen, Gallatin and Hardin counties in Kentucky through First SecurityCitizens Union Bank of Shelbyville, Inc., in Owensboro, Bowling Green, Franklin and Lexington, Kentucky and in Evansville and Newburgh, Indiana.Kentucky. As of the closing of
the transaction, First SecurityCUB had total assets of approximately $553.2 million,$1.109 billion, total loans of approximately $390.1$683.8 million, and total deposits of approximately $424.4$930.5 million. The Company issued approximately 2.02.9 million shares of its common stock, and paid approximately $31.2$50.8 million in cash, in exchange for all of the issued and outstanding shares of common stock of First Security and in cancellation of all outstanding options to acquire First Security common stock.CUB.
On May 18, 2018, German American Bank completed the acquisition of five branch locations of First Financial Bancorp (formerly branch locations of Mainsource Financial Group, Inc. prior to its merger with First Financial Bancorp on April 1, 2018) and certain related assets, and the assumption by German American Bank of certain related liabilities. Four of the branches are located in Columbus, Indiana, and one in Greensburg, Indiana. German American Bank acquired approximately $175.7 million in deposits and approximately $116.3 million in loans associated with the five bank branches. The premium paid on deposits by German American Bank was approximately $7.4 million. The premium was subject to adjustment to reflect increases or decreases in the deposit balances during the six month period following the closing date. In January 2019, an adjustment of approximately $0.1 million in additional premium was paid by German American Bank as a result of the change in deposits during the six month measurement period. German American Bank also had the ability, under certain circumstances, to put loans back to First Financial Bancorp’s bank subsidiary during such six month period. During the fourth quarter of 2018, approximately $1.3 million of loans were put back by German American Bank.
On March 1, 2016, the Company acquired by merger River Valley Bancorp ("River Valley") and its subsidiary, River Valley Financial Bank. River Valley Financial Bank, headquartered in Madison, Indiana, provided a full range of commercial and consumer banking services from 15 banking offices predominantly located in southeast Indiana. At the time of acquisition, River Valley reported on its balance sheet consolidated assets and equity (unaudited) as of February 29, 2016 that totaled $516.3 million and $56.6 million, respectively.
For further information regarding thesethis merger and acquisition transactions,transaction, see Note 18 (Business Combinations) and Note 2120 (Subsequent Events) in the Notes to the Consolidated Financial Statements included in Item 8 of this Report, which Note 18 and Note 21 are20 is incorporated into this Item 1 by reference.
During 2021, the Company commenced an operating optimization plan, pursuant to which its banking subsidiary, German American Bank, would consolidate seven branch offices and implement various staff reductions during 2021. In making its decision to consolidate these branches, which were generally integrated with other nearby bank branches, the Company considered, among other factors, the operating costs of the branches, certain physical limitations impacting the bank facilities, and their proximity to other branch locations. In addition, the Company’s evaluation of the branch consolidations and the reductions in staff also took into consideration the numbers and types of transactions being conducted by its customers and the increased usage of online and mobile banking. Also as part of the operating optimization plan, in September 2021, German American Bank sold its two branches located in Lexington, Kentucky to The Home Savings and Loan Company of Kenton, Ohio (“HSLC”). HSLC assumed approximately $17.6 million in total deposits and purchased approximately $17.8 million in total loans as part of the sale.
On July 1, 2019, the Company completed the acquisition of Citizens First Corporation (“Citizens First”) through the merger of Citizens First with and into the Company. Immediately following completion of the Citizens First holding company merger, Citizens First's subsidiary bank, Citizen First Bank, Inc., was merged with and into the Company’s subsidiary bank, German American Bank. Citizens First, headquartered in Bowling Green, Kentucky operated eight retail banking offices through Citizens First Bank, Inc. in Barren, Hart, Simpson and Warren Counties in Kentucky. As of the closing of the transaction, Citizens First had total assets of approximately $456.0 million, total loans of approximately $364.6 million, and total deposits of approximately $370.8 million. The Company issued approximately 1.7 million shares of its common stock, and paid approximately $15.5 million in cash, in exchange for all of the issued and outstanding shares of common stock of Citizens First.
For further information regarding this merger and acquisition transaction, see Note 18 (Business Combinations) in the Notes to the Consolidated Financial Statements included in Item 8 of this Report, which Note 18 is incorporated into this Item 1 by reference.
The Company expects to continue to evaluate opportunities to expand its business through opening of new banking, insurance or trust, brokerage and financial planning offices, and through acquisitions of other banks, bank branches, portfolios of loans or other assets, and other financial-service-related businesses and assets in the future.
Office Locations
The map below illustrates the locations of the Company’s 6678 retail and commercial banking, insurance and investment offices as of February 20, 2019.offices.
Competition
The industries in which the Company operates are highly competitive. The Bank competes for commercial and retail banking business within its core banking segment not only with financial institutions that have offices in the same counties but also with financial institutions that compete from other locations in Southern Indiana, Kentucky and elsewhere. Further, the Bank competes for loans and deposits not only with commercial banks but also with savings and loan associations, savings banks, credit unions, production credit associations, federal land banks, finance companies, credit card companies, personal loan companies, investment brokerage firms, insurance agencies, insurance companies, lease finance companies, money market funds, mortgage companies, and other non-depository financial intermediaries. There are numerous alternative providers (including national providers that advertise extensively and provide their services via e-mail, direct mail, telephone and the Internet) for the insurance products and services offered by German American Insurance, Inc., trust and financial planning services offered by the Bank and the brokerage products and financial planning services offered by German American Investment Services, Inc. In addition, financial technology, or “FinTech,” companies continue to emerge in key areas of banking. Many of these competitors have substantially greater resources than the Company.
EmployeesHuman Capital
At February 20, 201923, 2022, the Company and its subsidiaries employed approximately 738894 full-time equivalent employees. There are no collective bargaining agreements, and we consider employee relations are considered to be good.
People come first at German American. It is through our employees, and their ties to the local community, that we are able to proudly support the communities we serve. We are deeply rooted in these communities. Engrained in our culture is a commitment to give back to the individuals, families, and businesses in our communities. We have a long history of community involvement, from both a contributory standpoint and a dedication to hands-on volunteer efforts.
German American strives to attract, develop, and retain talented individuals in every community we serve. We understand that, in order to deliver the best financial products and services to our clients, we need to invest in our team’s personal and professional success, which includes helping to create a work/life balance and providing further growth opportunities. As a result, our employees have demonstrated a desire and determination to succeed. Our culture encourages them to take initiative, accept challenges, and achieve goals. Their vast knowledge base and expertise enables them to work efficiently while providing customer service excellence to support strong performance. German American’s reputation relies on integrity. Our team trusts each other in words and actions, which enables our customers to trust our brand. We value honesty, open communication, diverse perspectives, and high ethical principles.
We have long been committed to comprehensive and competitive compensation and benefits programs as we recognize that we operate in an intensely competitive environment for employees. Retention of skilled and highly trained employees is critical to our strategy of being a trusted resource to our communities and customers. Furthering our philosophy to attract and retain talented and motivated employees who will continue to advance our purpose and contribute to our overall success, our compensation and benefits programs include: medical, dental and vision plans; a 401(k) deferred compensation plan, with matching contribution, which covers substantially all employees; flexible spending and health savings accounts, competitive paid time off (PTO) programs, life insurance and a robust employee assistance program that covers an array of work-life benefits that supports employee well-being. In addition, we offer supplemental benefits such as accident, critical illness and hospital indemnity policies, quarterly performance incentives, discounted bank services and an Employee Stock Purchase Plan.
We also invest in our employees’ future by sponsoring and prioritizing continued education throughout the Company’s employee ranks. Full-time and part-time employees are eligible for our education assistance program which covers tuition and textbooks for work-related courses taken through a community college or university. Employees are also able to participate in on-the-job learning, classroom learning, mentoring and other internal and external career development programs. These programs focus on enhancing current skills as well as developing our next generation of leaders, bankers, commercial lenders and other financial professional roles.
In order to develop a workforce that aligns with our corporate values, we regularly sponsor local community events. We believe that the well-being of our employees and their personal and professional development is furthered by our outreach to the communities we serve. Our employees’ desire for active community involvement enables us to sponsor many local community events and initiatives, including leading financial literacy classes in community schools and volunteering to enhance the arts, education, economic development, and overall community enrichment in our footprint.
The health and well-being of our employees and customers will always be our top priority.This, of course, came to the forefront as COVID-19 began to spread exponentially in early 2020 and continued throughout 2021. In response, we have continued to adapt and adjust our Pandemic Response Plans within the Company to protect the health of our employees, customers and communities. Those plans included business continuity remote work options, support of vaccination through different vaccination incentive programs, paid leave, and more.
Regulation and Supervision
Overview
The Company is subject to regulation and supervision by the Board of Governors of the Federal Reserve System (“FRB”) under the Bank Holding Company Act of 1956, as amended (“BHC Act”), and is required to file with the FRB annual reports and such additional information as the FRB may require. The FRB may also make examinations or inspections of the Company. The Bank is under the supervision of and subject to examination by the Indiana Department of Financial Institutions (“DFI”), and the Federal Deposit Insurance Corporation (“FDIC”). Regulation and examination by banking regulatory agencies are primarily for the benefit of depositors rather than shareholders.
Under FRB policy and the Dodd-Frank Wall Street Reform and Consumer Protection Act, a complex and wide-ranging statute that was enacted by Congress and signed into law during July 2010 (the “Dodd-Frank Act”), the Company is required to act as a source of financial and managerial strength to the Bank, and to commit resources to support the Bank, even in circumstances where the Company might not do so absent such a requirement. Under current federal law, the FRB may require a bank holding company to make capital injections into a troubled subsidiary bank. It may charge the bank holding company with engaging in unsafe and unsound practices if the bank holding company fails to commit resources to such a subsidiary bank or if it undertakes actions that the FRB believes might jeopardize the bank holding company’s ability to commit resources to such subsidiary bank.
With certain exceptions, the BHC Act prohibits a bank holding company from engaging in (or acquiring direct or indirect control of more than 5 percent of the voting shares of any company engaged in) nonbanking activities. One of the principal exceptions to this prohibition is for activities deemed by the FRB to be “closely related to banking.” Under current regulations, bank holding companies and their subsidiaries are permitted to engage in such banking-related business ventures as consumer finance; equipment leasing; credit life insurance; computer service bureau and software operations; mortgage banking; and securities brokerage.
Under the BHC Act, certain well-managed and well-capitalized bank holding companies may electIn September 2019, we elected to be treated asbecome a “financial holding company” and, ascompany.” As a result, befinancial holding company, we are permitted to engage in a broader range of activities that are “financial in nature” and in activities that are determined to be incidental or complementary to activities that are financial in nature. These activities include underwriting and dealing in and making a market in securities (subject to certain limits and compliance procedures required by the so-called Volcker Rule provisions added by the Dodd-Frank Act, described below under “Other Aspects of the Dodd-Frank Act”);, insurance underwriting, and merchant banking. Banks may also engage through financial subsidiaries in certain of the activities permitted for financial holding companies, subject to certain conditions. The Company has not elected to becomeUpon becoming a financial holding company, we began operating GABC Risk Management, Inc., a wholly-owned subsidiary, as a pooled captive insurance company subsidiary to provide additional insurance coverage for the Company and its subsidiary bank hassubsidiaries related to the operations of the Company for which insurance may not electedbe economically feasible. In order to formcontinue as a financial subsidiaries.holding company, we must continue to be well-capitalized, well-managed and maintain compliance with the Community Reinvestment Act.
The Bank and the subsidiaries of the Bank may generally engage in activities that are permissible activities for state chartered banks under Indiana banking law, without regard to the limitations that might apply to such activities under the BHC Act if the Company were to engage directly in such activities at the parent company level or through parent company subsidiaries that were not also bank subsidiaries.
Indiana law and the BHC Act restrict certain types of expansion by the Company and its bank subsidiary. The Company and its subsidiaries may be required to apply for prior approval from (or give prior notice and an opportunity for review to) the FRB, the DFI, the FDIC, and/or other bank regulatory or other regulatory agencies, as a condition to the acquisition or establishment of new
offices, or the acquisition (by merger or consolidation, purchase or otherwise) of the stock, business or properties of other banks or other companies.
The earnings of commercial banks and their holding companies are affected not only by general economic conditions but also by the policies of various governmental regulatory authorities. In particular, the FRB regulates money and credit conditions and interest rates in order to influence general economic conditions, primarily through open-market operations in U.S. Government securities, varying the discount rate on bank borrowings, and setting reserve requirements against bank deposits. These policies have a significant influence on overall growth and distribution of bank loans, investments and deposits, and affect interest rates charged on loans and earned on investments or paid for time and savings deposits. FRB monetary policies have had a significant effect on the operating results of commercial banks in the past and this is expected to continue in the future. The general effect, if any, of such policies upon the future business and earnings of the Company cannot accurately be predicted.
Capital Requirements
We are subject to various regulatory capital requirements both at the parent company and at the Bank level administered by the FRB and by the FDIC and DFI, respectively. Failure to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for “Prompt Corrective Action” (described below), we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting policies. Our capital amounts and classification are also subject to judgments by the regulators regarding qualitative components, risk weightings, and other factors. We have consistently maintained regulatory capital ratios at or above the well-capitalized standards.
Generally, for purposes of satisfying these capital requirements, we must maintain capital sufficient to meet both risk-based asset ratio tests and a leverage ratio test on a consolidated basis. The risk-based ratios are determined by allocating assets and specified off-balance sheet commitments into various weighted categories, with higher weighting assigned to categories perceived as representing greater risk. A risk-based ratio represents the applicable measure of capital divided by total risk-weighted assets. The leverage ratio is a measure of our core capital divided by our total assets adjusted as specified in the guidelines.
Effective January 1, 2015 (subject to certain phase-in provisions), we became subject to newThe current risk-based capital rules, as adopted by federal banking agency rules implementing certain regulatory capital reforms agreed toregulators, are based upon guidelines developed by the Basel Committee on Banking Supervision (known as “Basel III”) and to certain changes required byreflect various requirements of the Dodd-Frank Act. Generally, under these new rules (which were subject to certain phase-in provisions), (a) minimum requirements were increased for both the quality and quantity of capital held byAct (the “Basel III Rules”). The Basel III Rules require banking organizations (b) stricter criteria are applied in determining the eligibility for inclusion in regulatory capital of capital instruments (other than common equity), and (c) the methodology for calculating risk-weighted assets was changed. The rules include,to, among other requirements:things, maintain:
•a new minimum ratio of “Common Equity Tier 1 Capital” to risk-weighted assets of 4.5%;
, plus a new conservation buffer on Common Equity Tier 1 Capital equal to an additional 0.625% of risk-weighted assets during 2016 and increasing each year by another 0.625% until reaching 2.5% when fully phased-in effective as of January 1, 2019“conservation buffer” (bringing the Common Equity Tier 1 Capital to risk-weighted assets ratio to a total of at least 7.0% when fully implemented));
•a minimum ratio of Tier 1 Capital to risk-weighted assets of 6% plus the conservation buffer (which when fully phased-in effective as January 1, 2019, results in a minimum required total Tier 1 Capital to risk-weighted assets ratio of 8.5%);
•a minimum ratio of Total Capital (that is, Tier 1 Capital plus instruments includable in a tier called Tier 2 Capital) to risk-weighted assets of at least 8.0% plus the conservation buffer (which when fully phased-in effective as of January 1, 2019, results in a minimum Total Capital to risk-weighted assets ratio of 10.5%); and
•a minimum leverage ratio of 4% (calculated as the ratio of Tier 1 Capital to adjusted average consolidated assets).
The new capital measure “Common“Common Equity Tier 1” (“CET1”) Capital consists of common stock instruments that meet the eligibility criteria in the new rules, retained earnings, accumulated other comprehensive income (“AOCI”) and common equity Tier 1 minority interest.
Tier 1 Capital under the new rules consists of CET1 (subject to certain adjustments) and “additional Tier 1 capital” instruments meeting specified requirements, plus, in the case of smaller holding companies like ours, trust preferred securities in accordance with prior requirements for their inclusion in Tier I Capital.
Under the Basel III rules,Rules, we and our bank subsidiary elected in our March 31, 2015 financial report filed with banking agencies, to opt-out of the requirement to include AOCI in our CET1. As a result, most AOCI items will be treated, for regulatory capital purposes, in the same manner in which they were prior to Basel III.
Although banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the conservation buffer will technically comply with minimum capital requirements under the new rules, such institutions will face limitations on the payment of dividends, common stock repurchases and discretionary cash payments to executive officers based on the amount of the shortfall.
In December 2018, federal banking agencies issued a joint final rule to revise their regulatory capital rules to, among other things: (i) address implementation of the “current expected credit losses” (“CECL”) accounting standard under GAAP; and (ii) provide an optional three-year phase-in period for the day-one adverse regulatory capital effects of adopting CECL. As discussed in Note 1 (Summary of Significant Accounting Policies) of the Notes to the Consolidated Financial Statements included in Item 8 of this Report, the FASB issued the CECL accounting standard in 2016 to address concerns relating to the ability to record credit losses that are expected, but do not yet meet the “probable” threshold by replacing the current “incurred loss” model for recognizing credit losses with an “expected life of loan loss” model referred to as the CECL model. The Company adopted the CECL standard on January 1, 2020. In an action related to the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), in September 2020, federal banking regulators adopted a final rule that allowed banking organizations to mitigate the estimated cumulative regulatory capital effects of CECL for up to two years. This two-year delay is in addition to the three-year phase-in period discussed above. By adopting this option, the Company was able to largely delay the effects of CECL on its regulatory capital through
December 31, 2021. Beginning on January 1, 2022, the Company began the required three-year phase-in by reflecting 25% of the previously deferred estimated capital impact of CECL in its regulatory capital. An additional 25% is to be phased in at the beginning of each subsequent year until fully phased in by January 1, 2025. Under this 2020 rule, the amount of adjustments to regulatory capital that could be deferred until the phase-in period included both the initial impact of our adoption of CECL at January 1, 2020 and 25% of subsequent changes in our allowance for credit losses during each quarter of the two-year period ended December 31, 2021. For information about the one-time cumulative adjustment to our allowance for credit losses and changes in the allowance during 2020, please see Note 1 (Summary of Significant Accounting Policies) of the Notes to the Consolidated Financial Statements included in Item 8 of this Report.
In April 2020, federal banking regulators modified the Basel III regulatory capital rules applicable to banking organizations to allow those organizations participating in the Paycheck Protection Program (“PPP”) established under the CARES Act to neutralize the regulatory capital effects of participating in the program by allowing PPP loans to receive a zero percent risk weight for purposes of determining risk-weighted assets and the CET1, Tier 1 and Total Risk-Based capital ratios. At December 31, 2021, risk-weighted assets included $19.5 million of PPP loans (net of deferred fees) at a zero risk weight. See “- COVID-19 and Related Legislative and Regulatory Actions” below for additional information on the PPP.
Prompt Corrective Action Classifications
The Federal Deposit Insurance Corporation Improvements Act (enacted in 1991) (FDICIA) requires federal banking regulatory authorities to take regulatory enforcement actions known as Prompt Corrective Action with respect to depository institutions that do not meet minimum capital requirements. For these purposes, FDICIA establishes five capital tiers: well-capitalized, adequately-capitalized, under-capitalized, significantly under-capitalized, and critically under-capitalized.
Under FDICIA, a depository institution that is not well-capitalized is generally prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market. Since the Bank throughout 2018 was well-capitalized throughout 2021, the FDICIA brokered deposit rule did not adversely affect its ability to accept brokered deposits. The Bank had $91.6 million of suchno brokered deposits at December 31, 2018.2021. Further, a depository institution or its holding company that is not well-capitalized will generally not be successful in seeking regulatory approvals that may be necessary in connection with any plan or agreement to expand its business, such as through the acquisition (by merger or consolidation, purchase or otherwise) of the stock, business or properties of other banks or other companies.
Under the Prompt Corrective Action regulations, the applicable agency can treat an institution as if it were in the next lower category if the agency determines (after notice and an opportunity for hearing) that the institution is in an unsafe or unsound condition or is engaging in an unsafe or unsound practice. The degree of regulatory scrutiny of a financial institution will increase, and the permissible activities of the institution will decrease, as it moves downward through the capital categories. Institutions that fall into one of the three “undercapitalized” categories (as such term is used in the FDICIA) may be required to (i) submit a capital restoration plan; (ii) raise additional capital; (iii) restrict their growth, deposit interest rates, and other activities; (iv) improve their management; (v) eliminate management fees and dividends; or (vi) divest themselves of all or a part of their operations. Bank holding companies can be called upon to boost the capital of the financial institutions that they control, and to partially guarantee the institutions’ performance under their capital restoration plans. Critically under-capitalized institutions are subject to appointment of a receiver or conservator within 90 days of becoming so classified.
The minimum ratios defined by the Prompt Corrective Action regulations from time to time are merely guidelines and the bank regulators possess the discretionary authority to require higher capital ratios. Further, the risk-based capital standards of the FRB and the FDIC specify that evaluations by the banking agencies of a bank’s capital adequacy will include an assessment of the exposure to declines in the economic value of a bank’s capital due to changes in interest rates. These banking agencies issued a joint policy statement on interest rate risk describing prudent methods for monitoring such risk that rely principally on internal measures of exposure and active oversight of risk management activities by senior management.
To qualify as a “well-capitalized” institution, a depository institution under the Prompt Corrective Action requirements must have a leverage ratio of no less than 5%, a Tier I Capital ratio of no less than 8%, a CET1 ratio of no less than 6.5%, and a total risk-based capital ratio of no less than 10%, and the bank must not have been under any order or directive from the appropriate regulatory agency to meet and maintain a specific capital level. As of December 31, 2018,2021, the Bank exceeded the requirements contained in the applicable regulations, policies and directives pertaining to capital adequacy to be classified as “well-capitalized”, and is unaware of any material violation or alleged violation of these regulations, policies or directives. For a tabular presentation of our regulatory capital ratios and those of the Bank as of December 31, 2018,2021, see Note 8 (Shareholders’ Equity) of the Notes to the Consolidated Financial Statements included in Item 8 of this Report, which Note 8 is incorporated herein by reference.
In October 2019, the FRB, the FDIC and the Office of the Comptroller of the Currency (the “OCC”) adopted a final rule to simplify the regulatory capital requirements for eligible community banks and holding companies that opt-in to the community bank leverage ratio framework (“CBLR framework”), as required by Section 201 of the Economic Growth, Relief and Consumer Protection Act of 2018 (the “Economic Growth Act”). Under the final rule, which became effective as of January 1, 2020, community banks and holding companies (which would include the Bank and the Company) that satisfy certain qualifying criteria, including having less than $10 billion in average total consolidated assets and a leverage ratio (referred to as the “community bank leverage ratio”) of greater than 9%, would be eligible to opt-in to the CBLR framework. The community bank leverage ratio is the ratio of a banking organization’s Tier 1 Capital to its average total consolidated assets, both as reported on the banking organization’s applicable regulatory filings. If this election is made, the Company and the Bank would satisfy their regulatory capital standards by calculating and reporting the community bank leverage ratio instead of the risk-weighted capital ratios and minimum leverage ratio currently required and would be deemed “well-capitalized” under the FRB’s and FDIC’s Prompt Corrective Action rules so long as they continue to satisfy the qualifying criteria of the CBLR framework. Despite this option, the Company intends to continue with its use of the existing layered ratio structure. Under either framework, the Company and the Bank would be considered well-capitalized under the applicable guidelines.
Future rulemaking and regulatory changes on capital requirements may impact the Company as it continues to grow and evaluate potential mergers and acquisitions.
Restrictions on Bank Dividends or Loans to, or other Transactions with, the Parent Company, and on Parent Company Dividends
German American Bancorp, Inc., which is the publicly-held parent of the Bank (German American Bancorp)Bank), is a corporation that is separate and distinct from the Bank and its other subsidiaries. Most of the parent company’s revenues historically have been comprised of dividends, fees, and interest paid to it by the Bank, and this is expected to continue in the future. There are, however, statutory limits under Indiana law on the amount of dividends that the Bank can pay to its parent company without regulatory approval. The Bank may not, without the approval of the DFI, pay a dividend in an amount greater than its undivided profits. In addition, the prior approval of the DFI is required for the payment of a dividend by an Indiana state-chartered bank if the total of all dividends declared in a calendar year would exceed the total of its net income for the year combined with its retained net income for the two preceding years, unless such a payment qualifies under certain exemptive criteria that exempt certain dividend payments by certain qualified banks from the prior approval requirement. At December 31, 2018,2021, the Bank was eligible for payment of
dividends under the exemptive criteria established by DFI policy for this purpose, and could have declared and paid to the holding company $76$75 million of its undivided profits without approval by the DFI in accordance with such criteria. See Note 8 (Shareholders’ Equity) of the Notes to Consolidated Financial Statements included in Item 8 of this Report for further discussion.
Insured depository institutions such as the Bank are also prohibited under the FDICIA from making capital distributions, including the payment of dividends, if, after making such distribution, the institution would become undercapitalized.
In addition, the FRB and other bank regulatory agencies have issued policy statements or advisories that provide that insured banks and bank holding companies should generally only pay dividends out of current operating earnings.
In addition to these statutory restrictions, if, in the opinion of the applicable regulatory authority, a bank under its jurisdiction is engaged in, or is about to engage in, an unsafe or unsound practice, such authority may require, after notice and hearing, that such bank cease and desist from such practice. Accordingly, if the Bank were to experience financial difficulties, it is possible that the applicable regulatory authority could determine that the Bank would be engaged in an unsafe or unsound practice if the Bank were to pay dividends and could prohibit the Bank from doing so, even if availability existed for dividends under the statutory formula.
Further, the Bank is subject to affiliate transaction restrictions under federal laws, which limit certain transactions generally involving the transfer of funds by a subsidiary bank or its subsidiaries to its parent corporation or any nonbank subsidiary of its parent corporation, whether in the form of loans, extensions of credit, investments, or asset purchases, or otherwise undertaking certain obligations on behalf of such affiliates. Furthermore, covered transactions that are loans and extensions of credit must be secured within specified amounts. In addition, all covered transactions and other affiliate transactions must be conducted on terms and under circumstances that are substantially the same as such transactions with unaffiliated entities.
Other Aspects of the Dodd-Frank Act
The Dodd-Frank Act (in addition to the regulatory changes discussed elsewhere in this “Regulation and Supervision” discussion and below under “Federal Deposit Insurance Premiums and Assessments”) made a variety of changes that affect the business and affairs of the Company and the Bank in other ways. For instance, the Dodd-Frank Act (or agency regulations adopted and
implemented (or to be adopted and implemented) under the Dodd-Frank Act) altered the authority and duties of the federal banking and securities regulatory agencies, implemented certain corporate governance requirements for all public companies including financial institutions with regard to executive compensation, proxy access by shareholders, and certain whistleblower provisions; restricted certain proprietary trading and hedge fund and private equity activities of banks and their affiliates; eliminated the former statutory prohibition against the payment of interest on business checking accounts; limited interchange fees on debit card transactions by certain large processors; and established the Consumer Financial Protection Bureau (“CFPB”).
The CFPB was granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Act, the Consumer Financial Privacy provisions of the Gramm-Leach-Bliley Act and certain other statutes. The CFPB has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets. Smaller institutions are subject to rules promulgated by the CFPB but continue to be examined and supervised by federal banking regulators for consumer compliance purposes.
The CFPB has authority to prevent unfair, deceptive or abusive practices in connection with the offering of consumer financial products. The Dodd-Frank Act authorized the CFPB to establish certain minimum standards for the origination of residential mortgages including a determination of the borrower’s ability to repay. In addition, Dodd-Frank allows borrowers to raise certain defenses to foreclosure if they receive any loan other than a “qualified mortgage” as defined by the CFPB. The Dodd-Frank Act permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations.
The CFPB issued a rule, effective as of January 14, 2014, designed to clarify for lenders how they can avoid monetary damages under the Dodd-Frank Act, which would hold lenders accountable for ensuring a borrower’s ability to repay a mortgage. Loans that satisfy this “qualified mortgage” safe-harbor will be presumed to have complied with the new ability-to-repay standard. Under the CFPB’s rule, a “qualified mortgage” loan must not contain certain specified features, and the borrower’s total monthly debt-to-income ratio may not exceed a specified percentage. Lenders must also verify and document the income and financial resources relied upon to qualify the borrower for the loan and underwrite the loan based on a fully amortizing payment schedule and maximum interest rate during the first five years, taking into account all applicable taxes, insurance and assessments.
On December 10, 2013, five financial regulatory agencies, includingThe Dodd-Frank Act permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the FRBfederal level and, FDIC, adopted final rules implementingin certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations.
The so-called Volcker Rule, added to banking law by Section 619 ofwhich was adopted under the Dodd-Frank Act. These final rules prohibitAct, prohibits banking entities from, among other things, (1) engaging in short-term proprietary trading for their own accounts, and (2) having certain ownership interests in and relationships with hedge funds or private equity funds (“covered funds”). Community banks like the Bank have been afforded some relief under these final rules from onerous compliance obligations created by the rules; if banks are engaged only in exempted
proprietary trading, such as trading in U.S. government, agency, state and municipal obligations, they are exempt entirely from compliance program requirements. Moreover, even if a community bank engages in proprietary trading or covered fund activities under the rule, they need only incorporate references to the Volcker Rule into their existing policies and procedures. The Final Rules were effective April 1, 2014, butEconomic Growth Act also served to raise the conformance period was extended from its statutory end datethreshold of July 21, 2014 until July 21, 2015. In addition, the FRB granted extensions until July 21, 2017 of the conformance period for banking entities to conform investments in and relationships with covered funds that were in place prior to December 31, 2013 and, in December 2016, provided guidance allowing for additional extensionsbanks subject to the conformance period for certain illiquid funds. WeVolcker Rule to only those with more than $10 billion in assets. Although we do not yet meet that threshold, even if we were subject to it, we do not expect that the Volcker Rule willwould have any material financial implications on us or our investments or activities.
Certain Other Laws and Regulations
The Community Reinvestment Act of 1977 (the “CRA”) requires depository institutions to assist in meeting the credit needs of their market areas consistent with safe and sound banking practice. Under the CRA, each depository institution is required to help meet the credit needs of its market areas by, among other things, providing credit to low- and moderate-income individuals and communities. These factors are also considered in evaluating mergers, acquisitions and applications to open a branch or facility. The applicable federal regulators regularly conduct CRA examinations to assess the performance of financial institutions and assign one of four ratings to the institution’s records of meeting the credit needs of its community. During its last examination, a rating of “satisfactory” was received by the Bank.
In accordance with the Gramm-Leach-Bliley Financial Modernization Act of 1999 (the “GLB Act”), federal banking regulators adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to nonaffiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated third party. The privacy provisions of the GLB Act affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors.
A major focus of governmental policy on financial institutions is combating money laundering and terrorist financing. The Bank Secrecy Act (the “BSA”) requires financial institutions to develop policies, procedures, and practices to prevent and deter money laundering, and mandates that every bank have a written, board-approved program that is reasonably designed to assure and monitor compliance with the BSA. In addition, banks are required to adopt a customer identification program as part of its
BSA compliance program, and are required to file Suspicious Activity Reports when they detect certain known or suspected violations of federal law or suspicious transactions related to a money laundering activity or a violation of the BSA. Effective as of May 11, 2018, following implementation of recent amendments to the BSA regulations, covered institutions such as theThe Bank areis also required to (1) identify and verify, subject to certain exceptions, the identity of the beneficial owners of all legal entity customers at the time a new account is opened, and (2) include, in its anti-money laundering program, risk-based procedures for conducting ongoing customer due diligence, which must include procedures that: (a) assist in understanding the nature and purpose of customer relationships for the purpose of developing a customer risk profile, and (b) require the covered institutions to conduct ongoing monitoring to identify and report suspicious transactions and, on a risk basis, to maintain and update customer information.
The USA PATRIOT Act of 2001, or the USA Patriot Act, substantially broadened the scope of United States anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. The U.S. Treasury Department has issued a number of regulations that apply various requirements of the USA Patriot Act to financial institutions such as the Bank. These regulations impose obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers. Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution.
The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. These are typically known as the “OFAC” rules based on their administration by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”). The OFAC-administered sanctions targeting countries take many different forms. Generally, however, they contain one or more of the following elements: (i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on “U.S. persons” engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences.
The Bank is subject to a wide variety of other laws with respect to the operation of its businesses, and regulations adopted under those laws, including but not limited to the Truth in Lending Act, Truth in Savings Act, Equal Credit Opportunity Act, Electronic Funds Transfer Act, Fair Housing Act, Home Mortgage Disclosure Act, Fair Debt Collection Practices Act, Fair Credit Reporting
Act, Expedited Funds Availability (Regulation CC), Reserve Requirements (Regulation D), Insider Transactions (Regulation O), Privacy of Consumer Information (Regulation P), Margin Stock Loans (Regulation U), Right To Financial Privacy Act, Flood Disaster Protection Act, Homeowners Protection Act, Servicemembers Civil Relief Act, Real Estate Settlement Procedures Act, TILA-RESPA Integrated Disclosure Rule, Telephone Consumer Protection Act, CAN-SPAM Act, Children’s Online Privacy Protection Act, the Secure and Fair Enforcement for Mortgage Licensing Act of 2008 (SAFE Act) and the John Warner National Defense Authorization Act. The laws and regulations to which we are subject are constantly under review by Congress, the federal regulatory agencies, and the state authorities.
Federal Deposit Insurance Premiums and Assessments
The Bank’s deposit accounts are currently insured by the Deposit Insurance Fund (the “DIF”) of the FDIC. The insurance benefit generally covers up to a maximum of $250,000 per separately insured depositor. As an FDIC-insured bank, our bank subsidiary is subject to deposit insurance premiums and assessments to maintain the DIF. The Bank’s deposit insurance premium assessment rate depends on the asset and supervisory categories to which it is assigned. The FDIC has authority to raise or lower assessment rates on insured banks in order to achieve statutorily required reserve ratios in the DIF and to impose special additional assessments.
Under the current system, deposit insurance assessments are based on average total assets minus average tangible equity. The FDIC assigns a banking institution to one of two categories based on asset size. As an institution with under $10 billion in assets, the Bank falls into the “Established Small Institution” category. This category has three sub-categories based on supervisory ratings designed to measure risk (the FDIC’s “CAMELS Composite” ratings). The assessment rate, which ranges from 1.5 to 30.0 basis points (such basis points representing a per annum rate) for Established Small Institutions, is determined based upon each applicable institution’s most recent supervisory and capital evaluations.
In addition, each FDIC insured institution ishas been required to pay to the FDIC an assessment on the institution’s total assets less tangible capital in order to fund interest payments on bonds issued by the Financing Corporation, an agency of the federal government established to recapitalize the predecessor to the Savings Association Insurance Fund. The Federal Housing Finance Agency,With the agency authorized to prescribe regulations relating toFinancing
Corporation having made its final bond payment in September 2019, the Financing Corporation, has projected that theBank made its last assessment payment, will be collected with the March 2019 assessment. For the Bank’s December 2018 payment, the bond assessmentwhich was equal to a per annum rate of 0.140.12 basis points.points, in March 2019.
COVID-19 and Related Legislative and Regulatory Actions
On January 30, 2020, the World Health Organization (“WHO”) announced that the outbreak of the novel coronavirus disease 2019 (COVID-19) constituted a public health emergency of international concern. On March 11, 2020, WHO declared COVID-19 to be a global pandemic and, on March 13, 2020, the President of the United States declared the COVID-19 outbreak a national emergency. In the two years since then, the pandemic has dramatically impacted global health and the economy, including millions of confirmed cases and deaths, business slowdowns or shutdowns, labor shortfalls, supply chain challenges, regulatory challenges, and market volatility. In response, the U.S. Congress, through the enactment of the CARES Act in March 2020, and the federal banking agencies, though rulemaking, interpretive guidance and modifications to agency policies and procedures, have taken a series of actions to provide emergency economic relief measures including, among others, the following:
Paycheck Protection Program. The CARES Act established the PPP, which is administered by the Small Business Administration (“SBA”), to fund payroll and operational costs of eligible businesses, organizations and self-employed persons during the pandemic. The Company actively participated in assisting its customers with PPP funding during all phases of the program. The vast majority of the Company’s PPP loans made in 2020 have two-year maturities, while the loans made in 2021 have five-year maturities. Loans under the program earn interest at a fixed rate of 1 percent. As of December 31, 2021, the Company had $19.5 million of PPP loans outstanding compared to the December 31, 2020 balance of $182.0 million. The Company will continue to monitor legislative, regulatory, and supervisory developments related to the PPP. However, it anticipates that the majority of the Company's remaining PPP loans will be forgiven by the SBA in accordance with the terms of the program.
Loan Modifications and Troubled Debt Restructures. The CARES Act, as amended by the 2021 Consolidated Appropriations Act, which was signed into law on December 27, 2020 (the “CAA”), allowed banks to suspend requirements under GAAP, through January 1, 2022, for certain loan modifications related to the COVID-19 pandemic. The federal banking agencies also issued guidance to encourage banks to make loan modifications for borrowers affected by COVID-19 or offer other borrower friendly options. In accordance with such guidance, the Company made various short-term modifications to borrowers who were current and otherwise not past due. These included short-term, 180 days or less, modifications in the form of payment deferrals.
Regulatory Capital. The CARES Act, the CAA, and certain actions by federal banking regulators resulted in modifications to, or delays in implementation of, various regulatory capital rules applicable to banking organizations. See “Capital Requirements” above for additional information.
Internet Address; Internet Availability of SEC Reports
The Company’s Internet address is www.germanamerican.com.
The Company makes available, free of charge through the Investor Relations - Financial Information section of its Internet website, the Company’s annual report on Form 10-K, its quarterly reports on Form 10-Q, its current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after those reports are filed with or furnished to the SEC.
Forward-Looking Statements and Associated Risks
The Company from time to time in its oral and written communications makes statements relating to its expectations regarding the future. These types of statements are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can include statements about the Company’s net interest income or net interest margin; the impact of the COVID-19 pandemic; adequacy of the Company’s capital under regulatory requirements and of its allowance for loan losses, and the quality of the Company’s loans, investment securities and other assets; simulations of changes in interest rates; litigation results; dividend policy; acquisitions or mergers; estimated cost savings, plans and objectives for future operations; and expectations about the Company’s financial and business performance and other business matters as well as economic and market conditions and trends. All statements other than statements of historical fact included in this Report, including statements regarding our financial position, business strategy and the plans and objectives of our management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate”, “believe”, “estimate”, “expect”, “plan”, “intend”, “should”, “would”, “could”, “can”, “may”, “will”, “might” and similar expressions, as they relate to us or our management, identify forward-looking statements.
Such forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management, and are subject to risks, uncertainties, and other factors.
Actual results may differ materially and adversely from the expectations of the Company that are expressed or implied by any forward-looking statement. The discussions in Item 1A, “Risk Factors,” and in Item 7 of this Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” list some of the factors that could cause the Company’s actual results to vary materially from those expressed or implied by any forward-looking statements. Other risks, uncertainties, and factors
that could cause the Company’s actual results to vary materially from those expressed or implied by any forward-looking statement include but not limited to:to:
•the unknown future direction of interest rates and the timing and magnitude of any changes in interest rates;
•changes in competitive conditions;
•the introduction, withdrawal, success and timing of asset/liability management strategies or of mergers and acquisitions and other business initiatives and strategies;
•changes in customer borrowing, repayment, investment and deposit practices;
•changes in fiscal, monetary and tax policies;
•changes in financial and capital markets;
•potential deterioration in general economic conditions, either nationally or locally, resulting in, among other things, credit quality deterioration;
•the severity and duration of the COVID-19 pandemic and its impact on general economic and financial market conditions and our business, results of operations and financial condition;
•capital management activities, including possible future sales of new securities, or possible repurchases or redemptions by the Company of outstanding debt or equity securities;
•risks of expansion through acquisitions and mergers, such as unexpected credit quality problems of the acquired loans or other assets, unexpected attrition of the customer base or employee base of the acquired institution or branches, and difficulties in integration of the acquired operations;
•factors driving impairment charges on investments;
•the impact, extent and timing of technological changes;
•potential cyber-attacks, information security breaches and other criminal activities;
•litigation liabilities, including related costs, expenses, settlements and judgments, or the outcome of matters before regulatory agencies, whether pending or commencing in the future;
•actions of the FRB;
•the possible effects of the replacement of the London Interbank Offering Rate (LIBOR);
•the impact of the current expected credit loss (CECL) standard;
•changes in accounting principles and interpretations;interpretations,
•potential increases of federal deposit insurance premium expense, and possible future special assessments of FDIC premiums, either industry wide or specific to the Company’s banking subsidiary;
•actions of the regulatory authorities under the Dodd-Frank Act and the Federal Deposit Insurance Act and other possible legislative and regulatory actions and reforms;
•impacts resulting from possible amendments or revisions to the Dodd-Frank Act and the regulations promulgated thereunder, or to CFPB rules and regulations; and
•the continued availability of earnings and excess capital sufficient for the lawful and prudent declaration and payment of cash dividends.dividends; and
•with respect to the merger with CUB, the possibility that the anticipated benefits of the transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies, unexpected credit quality problems of the acquired loans or other assets, or unexpected attrition of the customer base of the acquired institution or branches.
Such statements reflect our views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the operations, results of operations, growth strategy and liquidity of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements. It is intended that these forward-looking statements speak only as of the date they are made. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.events.
Item 1A. Risk Factors.
The following describes some of the principal risks and uncertainties to which our industry in general, and our securities, assets and businesses specifically, are subject; other risks are briefly identified in our cautionary statement that is included under the heading “Forward-Looking Statements and Associated Risks” in Part I, Item 1, “Business.” Although we seek ways
to manage these risks and uncertainties and to develop programs to control those that we can, we ultimately cannot predict the future. Future results may differ materially from past results, and from our expectations and plans.
Risks Related to the COVID-19 Pandemic
The ongoing COVID-19 pandemic and measures intended to prevent its spread have adversely impacted the Company’s business and financial results, and the continued impact will depend on future developments, which are highly uncertain and cannot be predicted, including the severity and duration of the pandemic and further actions taken by governmental authorities and other third parties to contain and treat the virus.
COVID-19, which has been identified as a pandemic by the World Health Organization and declared a national emergency in the United States, continues to cause disruptions in the global economy (including the states and local economies in which we operate) and instability in financial markets. The outbreak resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place or total lock-down orders and business limitations and shutdowns. Such measures, which could be implemented again in the future, significantly contributed to rising unemployment and negatively impacted consumer and business spending. As a result, the demand for the Company’s products and services has been, and may continue to be, adversely impacted. Furthermore, the pandemic has caused, and could continue to influence, the recognition of credit losses in the Company’s loan portfolio as customers are negatively impacted by economic conditions. The Company’s allowance for credit losses is also subject to further change as customers are impacted by economic fluctuations resulting from the pandemic. In addition, governmental actions taken in response to COVID-19 have resulted in decreased interest rates and yields, which have adversely impacted the Company's interest margins and which may lead to decreases in the Company’s net interest income.
As our banking regulators encouraged us to work prudently with borrowers who are unable to meet their contractual payment obligations due to the effects of COVID-19, the Bank provided certain hardship relief primarily in the form of payment deferrals. As a result, the Bank has made short-term loan modifications for borrowers who are current and otherwise not past due. As provided under the CARES Act and extended by the 2021 Consolidated Appropriations Act, these qualified loan modifications were exempt by law from classification as troubled debt restructures, as defined by GAAP, through January 1, 2022. The potential adverse impact resulting from the inability of these borrowers to repay loans on a timely basis cannot be determined at this time. However, the extent of such impact, as reflected in the Company’s financial statements, may have been muted by these loan modifications, which could have the effect of having delayed loss recognition until after the deferral period.
The spread of COVID-19 caused the Company to modify its business practices (including developing work from home and social distancing plans for our employees), and we may take further actions as may be required by government authorities or as we determine are in the best interests of our employees, customers and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or will otherwise be satisfactory to government authorities. Furthermore, the Company’s business operations have been, and may again in the future be, disrupted due to vendors and third-party service providers being unable to work or provide services effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic.
The extent to which COVID-19 continues to impact the Company’s business, results of operations and financial condition, as well as its regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and severity of the pandemic, the potential for seasonal or other resurgences, actions taken by governmental authorities and other third parties to contain and treat the virus, and how quickly and to what extent normal economic and operating conditions can resume. Moreover, the effects of the COVID-19 pandemic may heighten many of the other risks described in this “Risk Factors” section. While we do not yet know the full extent of its impact, the pandemic could cause us to experience higher credit losses in our lending portfolio, impairment of our goodwill and other financial assets, reduced demand for our products and services, and other negative impacts on the Company’s business, results of operations and financial condition, which could be material.
As a participating lender in the SBA Paycheck Protection Program (“PPP”), the Company and the Bank are subject to additional risks of litigation from the Bank’s clients or other parties in connection with the Bank’s processing of loans for the PPP and risks that the SBA may not fund some or all PPP loan guaranties.
On March 27, 2020, the CARES Act established the PPP, which is administered by the SBA, to fund payroll and operational costs of eligible businesses, organizations and self-employed persons during the pandemic. The Bank actively participated in assisting its customers with PPP funding during all phases of the program. Because of the short timeframe between the passing of the CARES Act and the April 3, 2020 opening of the PPP, there was some ambiguity in the laws, rules and guidance regarding the operation of the program, which exposes the Company to risks relating to noncompliance with the PPP.
Since the opening of the PPP, several larger banks have been subject to litigation relating to the policies and procedures that they used in processing applications for the PPP. The Company and the Bank may be exposed to the risk of litigation, from both customers and non-customers that have approached the Bank in connection with PPP loans and its policies and procedures used in processing applications for the PPP. If any such litigation is filed against the Company or the Bank and is not resolved in a manner favorable to the Company or the Bank, it may result in significant financial liability or adversely affect the Company’s reputation. In addition, litigation can be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation could have a material adverse impact on our business, financial condition and results of operations.
The Bank also has credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced by the Bank, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the PPP. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded, or serviced by the Company, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from the Bank.
The ongoing COVID-19 pandemic has increased cyber-security risks.
The ongoing COVID-19 pandemic has introduced additional risk to our information systems and security procedures, controls and policies as a result of employees, contractors and other corporate partners working remotely. As a result of an increased remote workforce, we have increasingly relied on information technology systems that are outside our direct control, and these systems are also vulnerable to cyber-based attacks and security breaches. In addition, since the beginning of pandemic, there has been an increase attacks by cyber criminals on businesses and individuals, utilizing interest in pandemic-related information and the fear and uncertainty caused by the pandemic to increase phishing, malware, and other cybersecurity attacks designed to trick victims into transferring sensitive data or funds, steal credentials or deploy malware that compromises information systems. If one of our employees were to fall victim to one of these attacks, or our information technology systems are compromised, our operations could be disrupted, or we may suffer financial loss, reputational loss, loss of customer business or other critical assets, or become exposed to regulatory fines and intervention or civil litigation.
Risks Related to the Financial Services Industry
We operate in a highly regulated environment and changes in laws and regulations to which we are subject may adversely affect our results of operations.
The banking industry in which we operate is subject to extensive regulation and supervision under federal and state laws and regulations. The restrictions imposed by such laws and regulations limit the manner in which we conduct our business, undertake new investments and activities and obtain financing. These regulations are designed primarily for the protection of the deposit insurance funds and consumers and not to benefit our shareholders. Financial institution
Since its passage in 2010, the Dodd-Frank Act (discussed in “Business - Regulation and Supervision” of Item 1 above) has resulted in sweeping changes in the regulation hasof financial institutions. The Dodd-Frank Act contains numerous provisions that affect all banks and bank holding companies. While many of these provisions have been implemented, others are still being drafted. As a result, the subjectimpact of significant legislationthe future regulatory requirements continues to be uncertain. However, we expect the way we conduct business to continue to be affected by these regulatory requirements, including through limitations on our ability to pursue certain lines of business, enhanced reporting obligations, increased costs (which adversely affect our profitability) and increased risk that we might not comply in recent years and may beall respects with the subject of furthernew requirements.
In addition, significant legislation, none of which is in our control. Significant new laws or changes in, or repeals of, existing laws (including changes in federal or state laws affecting corporate taxpayers generally or financial institutions specifically) could have a material adverse effect on our business, financial condition, results of operations or liquidity. Further, federal monetary policy, particularly as implemented through the Federal Reserve System, significantly affects
credit conditions, and any unfavorable change in these conditions could have a material adverse effect on our business, financial condition, results of operations or liquidity.
The Dodd-Frank ActWe are required to maintain certain minimum amounts and regulations adopted under that law could materially and adversely affect us by increasing compliance costs and heightening our risk of noncompliance with applicable regulations.
The Dodd-Frank Act (discussed in Item 1 - Business - Regulation and Supervision) has resulted in sweeping changes in the regulation of financial institutions. The Dodd-Frank Act contains numerous provisions that affect all banks and bank holding companies. Many of these provisions remain subject to regulatory rule-making and implementation, the effects of which are not yet known. Accordingly, we cannot predict the specific impact and long-term effects that the Dodd-Frank Act and the regulations promulgated thereunder will have on us and our prospects, our target markets and the financial industry more generally. However, the Dodd-Frank Act and the regulations promulgated thereunder have imposed additional administrative and regulatory burdens that obligate us to incur additional expenses (which adversely affect our margins and profitability) and increase the risk that we might not comply in all respects with the new requirements. Further, the CFPB’s rule on qualified mortgages could limit our ability or desire to make certain types of loans or loans to certain borrowers, or could make it more expensive and/or time consuming to make these loans, which could adversely impact our growth or profitability.
The banking industrycapital and may be subject to new legislation, regulation, and government policy including possible amendments or revisions to the Dodd-Frank Act and the regulations promulgated thereunder, and to CFPB rules and regulations. Future legislation, regulation, and government policy could affect the banking industry as a whole, including our business and results of operations, in ways that cannot accurately be predicted. In addition, our financial condition and results of operations also could be adversely affected by changesmore stringent capital requirements in the way in which existing statutes and regulations are interpreted or applied by courts and government agencies.
Compliance with the Basel III Capital Rules mayfuture. A failure to meet applicable capital requirements could have an adverse effect on us.us.
We are subject to certainregulatory requirements specifying minimum amounts and types of capital rules adopted bythat we must maintain. From time to time, banking regulators change these capital adequacy guidelines. For example, as a result of the federal banking agencies that are based on the international Basel III guidelines, which became effective January 1, 2015. See Item 1- Business - Regulation and Supervision. Some of these capital rules, whichRules required by
the Dodd-Frank Act, we are being phased in over a three-year period that began in 2016, require usnow required to satisfy additional, more stringent, capital adequacy standards than we had in the past. TheseSee “Business - Regulation and Supervision, Capital Requirements” of Item 1 above for additional information. We currently satisfy the well-capitalized and capital conservation standards set forth in Basel III, and based on our current capital composition and levels, we anticipate that our capital ratios, on a Basel III basis, will continue to exceed the well-capitalized minimum capital requirements and capital conservation buffer standards. However, a failure to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a negative impact on our ability to lend, grow deposit balances, make acquisitions or make capital distributions in the form of dividends. Higher capital levels could also lower our return on equity.
Our FDIC insurance premiums may increase, and special assessments could be made, which might negatively impact our results of operations.
High levels of insured institution failures, as a result of the recent recession, significantly increased losses to the Deposit Insurance Fund of the FDIC. Further, the Dodd-Frank Act mandated the FDIC to increase the level of its reserves for future losses in its Deposit Insurance Fund. Since the Deposit Insurance Fund is funded by premiums and assessments paid by insured banks, our FDIC insurance premium could increase in future years depending upon the FDIC’s actual loss experience, changes in our Bank’s financial condition or capital strength, and future conditions in the banking industry.
Risks Related to Our Business and Financial Strategies
Economic weakness in our geographic markets could negatively affect us.
We conduct business from offices that are located in 2019 contiguous southern Indiana counties and four14 counties in Kentucky, from which substantially all of our customer base is drawn. Because of the geographic concentration of our operations and customer base, our results depend largely upon economic conditions in this area. Any material deterioration in the economic conditions in these markets could have direct or indirect material adverse impacts on us, or on our customers or on the financial institutions with whom we deal as counterparties to financial transactions. Such deterioration could negatively impact customers’ ability to obtain new loans or to repay existing loans, diminish the values of any collateral securing such loans and could cause increases in the number of the Company’s customers experiencing financial distress and in the levels of the Company’s delinquencies, non-performing loans and other problem assets, charge-offs and provision for credit losses, all of which could materially adversely affect our financial condition and results of operations. The underwriting and credit monitoring policies and procedures that we have adopted cannot eliminate the risk that we might incur losses on account of factors relating to the economy like those identified above, and those losses could have a material adverse effect on our business, financial condition, results of operations and cash flows.
If our actual loan losses exceed our estimates, our earnings and financial condition will be impacted.
A significant source of risk for any bank or other enterprise that lends money arises from the possibility that losses will be sustained because borrowers, guarantors and related parties may fail (because of financial difficulties or other reasons) to perform in accordance with the terms of their loan agreements. In our case, we originate many loans that are secured, but some loans are unsecured depending on the nature of the loan. With respect to secured loans, the collateral securing the repayment of these loans includes a wide variety of real and personal property that may be insufficient to cover the obligations owed under such loans, due to adverse changes in collateral values caused by changes in prevailing economic, environmental and other conditions, including declines in the value of real estate and other external events.events.
We have adopted new accounting guidance, specifically the current expected credit loss (“CECL”) standard, to account for our credit losses that may be more volatile and may adversely impact our financial statements when forecasted market conditions change.
Effective January 1, 2020, the Company adopted the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (“CECL”) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including loan receivables, held-to-maturity debt securities, and reinsurance receivables. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the incurred loss model, which delays recognition until it is probable a loss has been incurred. As a result, the CECL model may create more volatility in our earnings and the level of our allowance for credit losses.
Our allowance for credit losses may not be adequate to cover actual losses.
We maintain an allowance for credit losses for the expected credit losses over the contractual life of the loan portfolio as well as unfunded loan commitments. The Company estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for changes in underwriting standards, portfolio mix, delinquency level, changes in environmental conditions, unemployment rates, risk classifications and collateral values. We have also included assumptions about the severity and duration of the effects of the COVID-19 pandemic on our borrowers, their industry, and on economic conditions in general, all of which are highly uncertain and for which we have no historical experience to draw upon. If our assumptions and judgments used to determine the allowance for credit losses prove to be incorrect, the allowance may not be adequate. We could sustain actual loan losses that are significantly higher than the amount of our allowance for credit losses.
We could be adversely affected by changes in interest rates.
Our earnings and cash flows are largely dependent upon our net interest income. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions, demand for loans, securities and deposits, and policies of various governmental and regulatory agencies and, in particular, the monetary policies of the FRB. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. We maintain an investment portfolio consisting of various high quality liquid fixed-income securities. The nature of fixed-income securities is such that increases in prevailing market interest rates negatively impact the value of these securities, while decreases in prevailing market interest rates positively impact the value of these securities. Any substantial, prolonged change in market interest rates could have a material adverse effect on our financial condition, results of operations, and cash flows.
The replacement of the LIBOR benchmark interest rate may have an impact on the our business, financial condition or results of operations.
Certain loans made by us and financing extended to us are made at variable rates that use LIBOR as a benchmark for establishing the interest rate. In addition, we also have interest rate derivatives that reference LIBOR. After first announcing its intention to do so in July 2017, the United Kingdom’s Financial Conduct Authority, the authority regulating LIBOR, announced in March 2021 that, among other things: (i) a majority of the current LIBOR rate settings would cease to exist immediately after December 31, 2021 (including the 1-week and 2-month U.S. dollar LIBOR settings); and (ii) the 1-month, 3-month, 6-month and 12-month U.S. dollar LIBOR settings would cease to exist after June 30, 2023.
To identify a successor rate for U.S. dollar LIBOR, the Alternative Reference Rates Committee (the “ARRC”), a U.S.-based group convened by the Federal Reserve Board and the Federal Reserve Bank of New York, was formed. On July 29, 2021, the ARRC formally identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. As such, it is different from LIBOR in that it is a backward looking secured rate rather than a forward looking unsecured rate.
At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or other reforms to LIBOR that may be enacted in the United States, the United Kingdom or elsewhere or, whether the COVID-19 outbreak will have further effect on LIBOR transition plans. Any replacement interest rate(s) may perform differently and we may incur significant costs to transition both our borrowing arrangements and the loan agreements with our customers from LIBOR, which may have an adverse effect on our results of operations. In addition, amending certain contracts indexed to LIBOR may require consent from impacted counterparties which could be difficult to obtain. The financial and operational impact of the transition is unknown at this time. As federal banking regulators required banks to stop originating new products using LIBOR by December 31, 2021, the Bank began using alternative indices, including SOFR, in originating new loans or other products following such date.
The banking and financial services business in our markets is highly competitive.
We compete with much larger regional, national, and international competitors, including competitors that have no (or only a limited number of) offices physically located within our markets, many of which compete with us via Internet and other electronic product and service offerings. In addition, banking and other financial services competitors (including newly organized companies) that are not currently represented by physical locations within our geographic markets could establish office facilities within our markets, including through their acquisition of existing competitors. In December 2016, the OCC announced its intentFinancial technology, or
“FinTech,” companies continue to make special purpose national bank charters available to financial technology companies. While the agency issued a draft supplement to its licensing manualemerge in March 2017, providing more details on how companies applying for such charters would be evaluated, the OCC haskey areas of banking. Our competitors may have substantially greater resources and lending limits than we have and may offer services that we do not given any definitive indication as to whether or not it intends to move forward in making such special purpose charters available to financial technology companies. In any event, developments increasing the nature or levelcannot provide. Many of our nonfinancial institution competitors have fewer regulatory constraints, broader geographic service areas, and, in some cases, lower cost structures. Increased competition in our market may also result in a decrease in the amounts of our loans and deposits, reduced spreads between loan rates and deposit rates or decreasingloan terms that are more favorable to the effectiveness by which we compete,borrower. Any of these results could have a material adverse effect on our business, financial condition, results of operations or liquidity. See also Part I, Item 1, of this Report, “Business - Competition,”Competition” and “Business - Regulation and Supervision.”Supervision” under Item 1 of Part I of this Report.
The manner in which we report our financial condition and results of operations may be affected by accounting changes.
Our financial condition and results of operations that are presented in our consolidated financial statements, accompanying notes to the consolidated financial statements, and selected financial data appearing in this Report, are, to a large degree, dependent upon our accounting policies. The selection of and application of these policies involve estimates, judgments and uncertainties that are subject to change, and the effect of any change in estimates or judgments that might be caused by future developments or resolution of uncertainties could be materially adverse to our reported financial condition and results of operations. In addition, authorities that prescribe accounting principles and standards for public companies from time to time change those principles or standards or adopt formal or informal interpretations of existing principles or standards. Such changes or interpretations (to the extent applicable to us) could result in changes that would be materially adverse to our reported financial condition and results of operations.
Future impacts ofWe may be adversely affected by changes in tax laws.
Any change in federal or state tax laws or regulations, including any increase in the Tax Cuts and Jobs Act (the “Tax Act”) on us and our customers are unknown at present, creating uncertainty and risk related to demand for credit and our future results.
Increased economic activity resultingfederal corporate income tax rate from the Tax Act’s lower tax rates on businesses, generally,current level of 21%, could encourage additional borrowing. However, some customers may use the additional cash flow from lower taxes to fund existing levelsnegatively affect our business, financial condition and results of activity and, as a result, decreasing their borrowing needs. The elimination of the federal income tax deductibility of business interest expense for a significant number of our customers effectively increases the cost of borrowing and makes equity or hybrid funding relatively more attractive. This could have a long-term negative impact on business customer borrowing. While our 2018 net income was positively impacted by the Tax Act, there is no guarantee that our future results will benefit similarly. Some or all of the benefits realized in 2018 could be lost to the extent that the banks and financial services companies we compete with elect to lower interest rates and fees and we must do the same in order to remain competitive. Additionally, the benefits from the Tax Act could be repealedoperations.
as a result of future regulatory actions. As a result of these uncertainties, there is no assurance that we will realize the anticipated continued benefits of the Tax Act in the future.
Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.
Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, the sale of securities or loans and other sources could have a substantial negative effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities or the terms of which are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy in general. Although we have historically been able to replace maturing deposits and borrowings as necessary, we might not be able to replace such funds in the future if, among other things, our results of operations or financial condition or the results of operations or financial condition of our lenders or market conditions were to change.change.
The value of securities in our investment securities portfolio may be negatively affected by disruptions in securities markets.
Prices and volumes of transactions in the nation’s securities markets can be affected suddenly by economic crises, or by other national or international crises, such as national disasters, acts of war or terrorism, changes in commodities markets, or instability in foreign governments. Disruptions in securities markets may detrimentally affect the value of securities that we hold in our investment portfolio, such as through reduced valuations due to the perception of heightened credit and liquidity risks. There can be no assurance that declines in market value associated with these disruptions will not result in other than temporary impairments of these assets, which would lead to accounting charges that could have a material adverse effect on our net income and capital levels.
The soundness of other financial institutions could adversely affect us.
Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services companies are interrelated as a result of trading, clearing, counterparty, or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional clients. As a result, defaults by, or even rumors or questions about, one or more financial services companies, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount due us.us.
We are dependent on key personnel and the loss of one or more of those key personnel could harm our business.
Competition for qualified employees and personnel in the financial services industry (including banking personnel, trust and investments personnel, and insurance personnel) is intense and there are a limited number of qualified persons with knowledge of and experience in our local Southern Indiana markets. Our success depends to a significant degree upon our ability to attract and retain
qualified loan origination executives, sales executives for our trust and investment products and services, and sales executives for our insurance products and services. We also depend upon the continued contributions of our management personnel, and in particular upon the abilities of our senior executive management, and the loss of the services of one or more of them could harm our business.business.
Our controls and procedures may fail or be circumvented.
Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations, cash flows and financial condition.condition.
Our methods of reducing risk exposure may not be effective.
The Company maintains a comprehensive risk management program designed to identify, quantify, manage, mitigate, monitor, aggregate, and report risks. However, instruments, systems and strategies used to hedge or otherwise manage exposure to various types of credit, market, liquidity, operational, compliance, financial reporting and strategic risks could be less effective than anticipated. As a result, the Company may not be able to effectively mitigate its risk exposures in particular market environments or against particular types of risk, which could have a material adverse effect on our business, results of operations, cash flows and financial condition. For more information regarding risk management, please see “RISK MANAGEMENT” under Item 7 of this Report (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”).
We are exposed to risk of environmental liabilities with respect to properties to which we take title.
In the course of our business, we may own or foreclose and take title to real estate, and could be subject to environmental liabilities with respect to these properties (including liabilities for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination), or may be required to investigate or clean up hazardous or toxic substances, or chemical releases at a property.
Climate change and related legislative and regulatory initiatives may materially affect the Company’s business and results of operations.
The global business community has increased its political and social awareness surrounding the state of the global environment and the issue climate change. Further, the U.S. Congress, state legislatures and federal and state regulatory agencies continue to propose numerous initiatives related to climate change. Similar and even more expansive initiatives are expected under the current administration, including potentially increasing supervisory expectations with respect to banks’ risk management practices, accounting for the effects of climate change in stress testing scenarios and systemic risk assessments, revising expectations for credit portfolio concentrations based on climate-related factors and encouraging investment by banks in climate-related initiatives and lending to communities disproportionately impacted by the effects of climate change. The lack of empirical data surrounding the credit and other financial risks posed by climate change make it impossible to predict how specifically climate change may impact our financial condition and results of operations. To the extent our customers experience unpredictable and more frequent weather disasters attributable to climate change, the value of real property securing the loans in our portfolios may be negatively impacted. Additionally, if insurance obtained by our borrowers is insufficient to cover any disaster-related losses sustained to the collateral, or if insurance coverage is otherwise unavailable to our borrowers, the collateral securing our loans may be negatively impacted, which could impact our financial condition and results of operations. Further, the effects of weather disasters attributed to climate change may negatively impact regional and local economic activity, which could lead to an adverse effect on our customers and impact the communities in which we operate. Overall, climate change, its effects and the resulting, unknown impact could have a material adverse effect on our financial condition and results of operations.
Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to the Company’s environmental, social and governance practices may impose additional costs on the Company or expose it to new or additional risks.
Companies are facing increasing scrutiny from customers, regulators, investors, and other stakeholders related to their environmental, social and governance (“ESG”) practices and disclosure. Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices, especially as they relate to the environment, health and safety, diversity, labor conditions and human rights. Increased ESG-related compliance costs for the Company as well as among our suppliers, vendors and various other parties within our supply chain could result in increases to our overall operational costs. Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards could
negatively impact our reputation, ability to do business with certain partners, access to capital, and our stock price. New government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence, and disclosure.
Risks Related to Our Operations
We face significant operational risks due to the high volume and the high dollar value nature of transactions we process.
We operate in many different businesses in diverse markets and rely on the ability of our employees and systems to process transactions. Operational risk is the risk of loss resulting from our operations, including but not limited to, the risk of fraud by employees or persons outside our company, the execution of unauthorized transactions, errors relating to transaction processing and technology, breaches of our internal control systems or failures of those of our suppliers or counterparties, compliance failures, cyber-attacks or unforeseen problems encountered while implementing new computer systems or upgrades to existing systems, business continuation and disaster recovery issues, and other external events. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulatory standards, adverse business decisions or their implementation, and customer attrition due to potential negative publicity. The occurrence of any of these events could cause us to suffer financial loss, face regulatory action and suffer damage to our reputation.
Unauthorized disclosure of sensitive or confidential client or customer information, whether through a cyber-attack, other breach of our computer systems or otherwise, could harm our business.
In the normal course of our business, we collect, process and retain sensitive and confidential client and customer information on our behalf and on behalf of other third parties. Despite the security measures we have in place, our facilities and systems may be vulnerable to cyber-attacks, security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and / or human errors, or other similar events.
Information security risks for financial institutions like us have increased recently in part because of new technologies, the use of the Internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others. In addition to cyber-attacks or other security breaches involving the theft of sensitive and confidential information, hackers recently have engaged in attacks against large financial institutions, particularly denial of service attacks, designed to disrupt key business services such as customer-facing web sites. We may not be able to anticipate or implement effective preventive measures against all security breaches of these types. Although we employ detection and response mechanisms designed to contain and mitigate security incidents, early detection may be thwarted by sophisticated attacks and malware designed to avoid detection.
We also face risks related to cyber-attacks and other security breaches in connection with credit card transactions that typically involve the transmission of sensitive information regarding our customers through various third parties. Some of these parties have in the past been the target of security breaches and cyber-attacks, and because the transactions involve third parties and environments that we do not control or secure, future security breaches or cyber-attacks affecting any of these third parties could impact us through no fault of our own, and in some cases we may have exposure and suffer losses for breaches or attacks relating to them. We also rely on numerous other third party service providers to conduct other aspects of our business operations and face similar risks relating to them. We cannot be sure that their information security protocols are sufficient to withstand a cyber-attack or other security breach.
Any cyber-attack or other security breach involving the misappropriation, loss or other unauthorized disclosure of confidential customer information could severely damage our reputation, erode confidence in the security of our systems, products and services, expose us to the risk of litigation and liability, disrupt our operations and have a material adverse effect on our business.
Our information systems may experience an interruption or breach in security.
We rely heavily on communications and information systems to conduct our business. Any failure, interruption, or breach in security or operational integrity of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan, and other systems. While we have policies and procedures designed to prevent or limit the effect of the failure, interruption, or security breach of our information systems, we cannot completely ensure that any such failures, interruptions, or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions, or security breaches of our information systems could damage our reputation, result in
a loss of customer
business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.
We are dependent upon third parties for certain information system, data management and processing services and to provide key components of our business infrastructure.
We outsource certain information system and data management and processing functions to third party providers. These third party service providers are sources of operational and informational security risk to us, including risks associated with operational errors, information system interruptions or breaches, and unauthorized disclosures of sensitive or confidential client or customer information. If third party service providers encounter any of these issues, or if we have difficulty communicating with them, we could be exposed to disruption of operations, loss of service or connectivity to customers, reputational damage, and litigation risk that could have a material adverse effect on our results of operations or our business.
Third party vendors provide key components of our business infrastructure such as internet connections, network access and core application processing.
While we have selected these third party vendors carefully, we do not control their actions. Any problems caused by these third parties, including as a result of their not providing us their services for any reason or their performing their services poorly, could adversely affect our ability to deliver products and services to our customers and otherwise to conduct our business. Replacing these third party vendors could also entail significant delay and expense.
Risks Relating to Expansion of Our Businesses by Acquisition
Any acquisitions of banks, bank branches, or loans or other financial service assets pose risks to us.
We may acquire other banks, bank branches and other financial-service-related businesses and assets in the future. Acquiring other banks, businesses, or branches involves various risks commonly associated with acquisitions, including, among other things:
•potential exposure to unknown or contingent liabilities of the acquired assets, operations or company;
•exposure to potential asset quality issues of the acquired assets, operations or company;
•environmental liability with acquired real estate collateral or other real estate;
•difficulty and expense of integrating the operations, systems and personnel of the acquired assets, operations or company;
•potential disruption to our ongoing business, including diversion of our management’s time and attention;
•the possible loss of key employees and customers of the acquired operations or company;
•difficulty in estimating the value of the acquired assets, operations or company; and
•potential changes in banking or tax laws or regulations that may affect the acquired assets, operations or company.
We may not be successful in overcoming these risks or any other problems encountered in connection with mergers or acquisitions.
Acquisitions typically involve the payment of a premium over book and market values, and, therefore, some dilution of the Company’s tangible book value per common share or net income per common share (or both) may occur in connection with any future transaction.
We may incur substantial costs to expand by acquisition, and such acquisitions may not result in the levels of profits we seek.
Integration efforts for any future acquisitions may not be successful and following any future acquisition, after giving it effect, we may not achieve financial results comparable to or better than our historical experience.
We may participate in FDIC-assisted acquisitions, which could present additional risks to our financial condition.
We may make opportunistic whole or partial acquisitions of troubled financial institutions in transactions facilitated by the FDIC. In addition to the risks frequently associated with acquisitions, an acquisition of a troubled financial institution may involve a greater risk that the acquired assets underperform compared to our expectations. Because these acquisitions are structured in a manner that would not allow us the time normally associated with preparing for and evaluating an acquisition, including preparing for integration of an acquired institution, we may face additional risks including, among other things, the loss of customers, strain on management resources related to collection and management of problem loans and problems related to integration of personnel and operating systems. Additionally, while the FDIC may agree to assume certain losses in transactions that it facilitates, there can be no assurances that we would not be required to raise additional capital as a condition to, or as a result of, participation in an FDIC-assisted transaction. Any such transactions and related issuances of stock may have dilutive effect on earnings per share and share ownership.
Risks Related to Our Common Stock
Our common stock price may fluctuate significantly, and this may make it difficult for you to resell our common stock at times or at prices acceptable to you.
Our common stock price constantly changes in response to a variety of factors (some of which are beyond our control), and we expect that our stock price will continue to fluctuate in the future. Factors impacting the price of our common stock include, among others:
•actual or anticipated variations in our quarterly results of operations;
•recommendations or research reports about us or the financial services industry in general published by securities analysts;
•the failure of securities analysts to cover, or continue to cover, us;
•operating and stock price performance of other companies that investors believe are comparable to us;
•news reports relating to trends, concerns and other issues in the financial services industry;
•perceptions in the marketplace regarding us, or our reputation, competitors or other financial institutions;
•actual or anticipated sales of our equity or equity-related securities;
•our past and future dividend practice;
•departure of our management team or other key personnel;
•new technology used, or services offered, by competitors;
•significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors;
•failure to integrate acquisitions or realize anticipated benefits from acquisitions;
•existing or increased regulatory and compliance requirements, changes or proposed changes in laws or regulations, or differing interpretations thereof affecting our business, or enforcement of these laws and regulations; and
•litigation and governmental investigations.
General market fluctuations, industry factors and general economic and political conditions and events (such as(including the effects of the COVID-19 pandemic, other economic slowdowns or recessions, interest rate changes or credit loss trends) could also cause our stock price to decrease regardless of operating results.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The Company’s executive offices are located in the main office building of the Bank at 711 Main Street, Jasper, Indiana. The main office building, which is owned by the Bank and also serves as the main office of the Company’s other subsidiaries, contains approximately 23,600 square feet of office space. The Bank and the Company’s other subsidiaries also conduct their operations from 6050 other locations in Southern Indiana and eight29 in Northern Kentucky of which 54Kentucky. Of the 80 total locations, 62 are owned by the Company and 1518 are leased from third parties.
Item 3. Legal Proceedings.
In July 2020, the Company was named in a putative class action lawsuit filed in Marion County, Indiana Superior Court challenging the Company’s checking account practices associated with its assessment of overdraft fees for certain debit card transactions. The relief sought by the plaintiff includes restitution, other monetary damages, and injunctive and declaratory relief. The plaintiff also seeks to have the case certified by the Court as a class action on behalf all citizens of Indiana who are checking account holders at German American Bank and who were assessed overdraft fees on certain debit card transactions. The Company believes the plaintiff’s claims are unfounded and has vehemently defended against them, including by filing a motion to dismiss the plaintiff’s amended complaint. On August 25, 2021, while the Company’s motion to dismiss remained pending, the parties participated in a mediation conference. The mediation conference resulted in a settlement in principle, subject to execution of a definitive settlement agreement which would be subject to the Court’s approval. On October 21, 2021, the Company executed a Settlement Agreement and Release, pursuant to which the Company would pay the amount of $3,050,000 in full and complete settlement of plaintiff’s putative class action. The Settlement Agreement and Release has not yet been submitted to and remains subject to the Court’s approval.
There are no materialother pending legal proceedings, other than routine litigation incidental to the business of the Company’s subsidiaries, to which the Company or any of its subsidiaries is a party or of which any of their property is the subject.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market for Common Stock
German American Bancorp, Inc.’s stock is traded on NASDAQ’sthe Nasdaq Global Select Market under the symbol GABC.
The Common Stock was held of record by approximately 3,6843,208 shareholders at February 20, 2019.
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Transfer Agent: | Computershare Priority Processing
250 Royall St
Canton, MA 02021
462 South 4th Street Louisville, KY 40202-3467 Contact: Shareholder Relations
(800) 884-4225
| | Shareholder Information and
Corporate Office:
| Terri A. Eckerle German American Bancorp, Inc.
P.O. Box 810
Jasper, Indiana 47547-0810
(812) 482-1314
(800) 482-1314
|
Stock Performance Graph
The following graph compares the Company’s five-year cumulative total returns with those of the Russell 2000 Stock Index, Russell Microcap Stock Index, and the Indiana Bank Peer Group. The Indiana Bank Peer Group (which is a custom peer group identified by Company management) includes all Indiana-based commercial bank holding companies (excluding companies owning thrift institutions that are not regulated as bank holding companies) that have been in existence as commercial bank holding companies throughout the five-year period ended December 31, 2018,2021, the stocks of which have been traded on an established securities market (NYSE, NYSE American or NASDAQ)Nasdaq) throughout that five-year period. The companies comprising the Indiana Bank Peer Group for purposes of the December 20182021 comparison were: 1st Source Corp., First Financial Corp., First Merchants Corp., Lakeland Financial Corp., Old National Bancorp, Horizon Bancorp, MutualFirst Financial, Inc., and First Internet Bancorp. First Internet Bancorp, was added to the Indiana Bank Peer Group for the first time in this Annual Report on Form 10-K as a result of being approved for listing on the NASDAQ Capital Market effective February 22, 2013, and otherwise meeting the above criteria.First Savings Financial Corp. The returns of each company in the Indiana Bank Peer Group have been weighted to reflect the company’s market capitalization. The Russell 2000 Stock Index, which is designed to measure the performance of the small-cap segment of the U.S. equity universe, is a subset of the Russell 3000 Index (which measures the performance of the largest 3,000 U.S. companies) that includes approximately 2,000 of the smallest securities in that index based on a combination of their market cap and current index membership, and is annually reconstituted at the end of each June. The Russell Microcap Stock Index is an index representing the smallest 1,000 securities in the small-cap Russell 2000 Index plus the next 1,000 securities, which is also annually reconstituted at the end of each June. The Company’s stock is currently included in the Russell 2000 Index and Russell Microcap Index.
Stock Repurchase Program Information
The following table sets forth information regarding the Company’s purchases of its common shares during each of the three months ended December 31, 2018.
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Period | | Total Number of Shares (or Units) Purchased
| | Average Price Paid Per Share (or Unit) | | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs(1) | | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1) |
October 20182021 | | — |
| | —$ | — | | — | — | | 409,184 | 1,000,000 | |
November 20182021 | | — |
| | — |
| | — |
| | 409,1841,000,000 |
|
December 20182021 | | — |
| | — |
| | — |
| | 409,1841,000,000 |
|
Totals | | — | | | $ | — | | | — | | | |
(1) On April 26, 2001,January 25, 2021, the Company announced that itsCompany's Board of Directors had approved a stock repurchase program for up to 911,6311.0 million of its outstanding common shares. The Company did not repurchase any shares of whichcommon stock under the Company had purchased 502,447 common shares through December 31, 2018 (both such numbers adjusted for subsequent stock dividends). The Board of Directors established no expiration date for this program. The Company purchased no shares under this programrepurchase plan during the quarter ended December 31, 2018.2021.
On January 31, 2022, the Company’s Board of Directors terminated the 2021 repurchase program and approved a new plan to repurchase up to 1.0 million shares of the Company’s outstanding common stock. On a share basis, the amount of common stock subject to the new repurchase plan represented approximately 3% of the Company’s outstanding shares on the date it was approved, which was inclusive of the approximately 2.9 million shares issued in conjunction with the CUB acquisition. The Company is not obligated to purchase any shares under the plan, and the plan may be discontinued at any time. The actual timing, number and share price of shares purchased under the repurchase plan will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market and economic conditions and applicable legal requirements. The Company has not repurchased any shares of common stock under the 2022 repurchase plan.
Equity Compensation Plan Information
TheThe Company maintains fourthree equity incentive plans under which it has authorized the issuance of its Common Shares to employees and non-employee directors as compensation: its 1992 Stock Option Plan (under which no new grants may be made), its 19992009 Long-Term Equity Incentive Plan (under which no new grants may be made), its 20092019 Long-Term Equity Incentive Plan (the “2019 LTI Plan”) and its 20092019 Employee Stock Purchase Plan.Plan (the “2019 ESPP”). Each of these four plans was approved by the requisite vote of the Company’s common shareholders in the year of adoption by the Board of Directors. The Company is not a party to any individual compensation arrangement involving the authorization for issuance of its equity securities to any single person, other than option agreements and restricted stock award agreements that have been granted under the terms of one of the fourthree plans identified above. The following table sets forth information regarding these plans as of December 31, 2018:
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Plan Category | | Number of Securities to be Issued upon Exercise
of Outstanding Options, Warrants or Rights
| | Weighted Average Exercise Price of
Outstanding Options, Warrants and Rights
| | Number of Securities Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding
Securities Reflected in First Column)
| |
| | | | | | | |
Equity compensation plans approved by security holders | | — |
| (a) | $ | — |
| (a) | 845,6971,630,772 |
| (b) |
Equity compensation plans not approved by security holders | | — |
| | — |
| | — |
| |
Total | | — |
| | $ | — |
| | 845,6971,630,772 |
| |
| |
(a)(a)On December 31, 2021, participants under the 2019 ESPP exercised options to purchase 5,615 Common Shares at the purchase price of $40.46 per share. The Company settled the option exercises in January 2022 with shares purchased on the open market.
(b)Represents 750,000 shares at December 31, 2021 that the Company may in the future issue to employees under the 2019 ESPP (although the Company typically purchases the shares needed for sale to participating employees on the open market rather than issuing new issue shares to such employees) and 880,772 shares that were available for grant or issuance at December 31, 2021 under the 2019 LTI Plan. As stated in note (a) above, the Company settled certain option exercises in January 2022 with shares purchased on the open market. The issuance of such reacquired shares will result in a 5,615 share reduction in the amount remaining available for future issuance.
| Any shares that employees may have the right to purchase under the Employee Stock Purchase Plan in August 2019 in respect of employee payroll deductions of participating employees that had accumulated as of December 31, 2018 during the plan year that commenced in August 2018 have been excluded. Although these employees have the right under this Plan to have their accumulated payroll deductions applied to the purchase of Common Shares at a discounted price in August 2019, the price at which such shares may be purchased and the number of shares that may be purchased under that Plan at that time is not presently determinable. |
| |
(b)
| Represents 539,293 shares that the Company may in the future issue to employees under the Employee Stock Purchase Plan (although the Company typically purchases the shares needed for sale to participating employees on the open market rather than issuing new issue shares to such employees) and 306,404 shares that were available for grant or issuance at December 31, 2018 under the 2009 Long-Term Equity Incentive Plan. Under the Long-Term Equity Incentive Plan, the aggregate number of Common Shares available for the grant of awards (subject to customary anti-dilution adjustment provisions) cumulatively following the adoption of the Plan in 2009 through the expiration of the Plan in 2019 may not exceed the sum of the following: (a) 500,000 shares, plus (b) any shares exchanged by a participant as full or partial payment to the Company of the exercise price of an option granted to the participant under the Plan; plus (c) at the beginning of each calendar year, an additional number of shares (if any) equal to the number of shares that would result in the number of shares available for awards as of such date being equal to one percent (1%) of the total number of the Company’s shares outstanding as of the immediately preceding December 31, on a fully-diluted basis. |
For additional information regarding the Company’s equity incentive plans and employee stock purchase plan, see Note 8 (Shareholders'(Shareholders’ Equity) of the Notes to the Consolidated Financial Statements included in Item 8 of this Report.
Item 6. Selected Financial Data.[Reserved]
The following selected data should be read in conjunction with the consolidated financial statements and related notes that are included in Item 8 of this Report, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is included in Item 7 of this Report (dollars in thousands, except per share data). Year-to-year financial information comparability is affected by the acquisition accounting treatment for mergers and acquisitions, including but not limited to the Company's acquisition of River Valley Bancorp, effective March 1, 2016, the acquisition of five branches from First Financial Bancorp effective May 18, 2018, and the acquisition of First Security, Inc effective October 15, 2018.
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| | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
Summary of Operations: | | |
| | |
| | |
| | |
| | |
|
Interest Income | | $ | 133,749 |
| | $ | 111,030 |
| | $ | 103,365 |
| | $ | 81,620 |
| | $ | 80,386 |
|
Interest Expense | | 19,139 |
| | 11,121 |
| | 8,461 |
| | 6,068 |
| | 6,047 |
|
Net Interest Income | | 114,610 |
| | 99,909 |
| | 94,904 |
| | 75,552 |
| | 74,339 |
|
Provision for Loan Losses | | 2,070 |
| | 1,750 |
| | 1,200 |
| | — |
| | 150 |
|
Net Interest Income after Provision For Loan Losses | | 112,540 |
| | 98,159 |
| | 93,704 |
| | 75,552 |
| | 74,189 |
|
Non-interest Income | | 37,070 |
| | 31,854 |
| | 32,013 |
| | 27,444 |
| | 23,937 |
|
Non-interest Expense | | 93,553 |
| | 77,803 |
| | 76,587 |
| | 61,326 |
| | 57,713 |
|
Income before Income Taxes | | 56,057 |
| | 52,210 |
| | 49,130 |
| | 41,670 |
| | 40,413 |
|
Income Tax Expense | | 9,528 |
| | 11,534 |
| | 13,946 |
| | 11,606 |
| | 12,069 |
|
Net Income | | $ | 46,529 |
| | $ | 40,676 |
| | $ | 35,184 |
| | $ | 30,064 |
| | $ | 28,344 |
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Year-end Balances: | | |
| | |
| | |
| | |
| | |
|
Total Assets | | $ | 3,929,090 |
| | $ | 3,144,360 |
| | $ | 2,955,994 |
| | $ | 2,373,701 |
| | $ | 2,237,099 |
|
Total Loans, Net of Unearned Income | | 2,728,059 |
| | 2,141,638 |
| | 1,989,955 |
| | 1,564,347 |
| | 1,447,982 |
|
Total Deposits | | 3,072,632 |
| | 2,484,052 |
| | 2,349,551 |
| | 1,826,376 |
| | 1,779,761 |
|
Total Long-term Debt | | 126,635 |
| | 141,717 |
| | 120,560 |
| | 95,606 |
| | 64,591 |
|
Total Shareholders’ Equity | | 458,640 |
| | 364,571 |
| | 330,267 |
| | 252,348 |
| | 228,824 |
|
| | | | | | | | | | |
Average Balances: | | |
| | |
| | |
| | |
| | |
|
Total Assets | | $ | 3,380,409 |
| | $ | 3,002,695 |
| | $ | 2,841,096 |
| | $ | 2,267,555 |
| | $ | 2,170,761 |
|
Total Loans, Net of Unearned Income | | 2,339,089 |
| | 2,036,717 |
| | 1,904,779 |
| | 1,483,752 |
| | 1,406,000 |
|
Total Deposits | | 2,716,712 |
| | 2,395,146 |
| | 2,249,892 |
| | 1,825,913 |
| | 1,783,348 |
|
Total Shareholders’ Equity | | 385,476 |
| | 350,913 |
| | 321,520 |
| | 241,018 |
| | 214,496 |
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Per Share Data: | | |
| | |
| | |
| | |
| | |
|
Net Income (1) | | $ | 1.99 |
| | $ | 1.77 |
| | $ | 1.57 |
| | $ | 1.51 |
| | $ | 1.43 |
|
Cash Dividends | | 0.60 |
| | 0.52 |
| | 0.48 |
| | 0.45 |
| | 0.43 |
|
Book Value at Year-end | | 18.37 |
| | 15.90 |
| | 14.42 |
| | 12.67 |
| | 11.54 |
|
Tangible Book Value Per Share (2) | | 13.81 |
| | 13.45 |
| | 11.94 |
| | 11.57 |
| | 10.40 |
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Other Data at Year-end: | | |
| | |
| | |
| | |
| | |
|
Number of Shareholders | | 3,705 |
| | 3,459 |
| | 3,513 |
| | 3,343 |
| | 3,398 |
|
Number of Employees | | 747 |
| | 621 |
| | 605 |
| | 479 |
| | 473 |
|
Weighted Average Number of Shares (1) | | 23,381,616 |
| | 22,924,726 |
| | 22,391,115 |
| | 19,888,374 |
| | 19,834,766 |
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Selected Performance Ratios: | | |
| | |
| | |
| | |
| | |
|
Return on Assets | | 1.38 | % | | 1.35 | % | | 1.24 | % | | 1.33 | % | | 1.31 | % |
Return on Equity | | 12.07 | % | | 11.59 | % | | 10.94 | % | | 12.47 | % | | 13.21 | % |
Equity to Assets | | 11.67 | % | | 11.59 | % | | 11.17 | % | | 10.63 | % | | 10.23 | % |
Dividend Payout | | 30.25 | % | | 29.11 | % | | 30.21 | % | | 29.97 | % | | 29.81 | % |
Net Charge-offs (Recoveries) to Average Loans | | 0.08 | % | | 0.04 | % | | 0.04 | % | | 0.03 | % | | (0.01 | )% |
Allowance for Loan Losses to Loans | | 0.58 | % | | 0.73 | % | | 0.74 | % | | 0.92 | % | | 1.03 | % |
Net Interest Margin | | 3.75 | % | | 3.76 | % | | 3.75 | % | | 3.70 | % | | 3.76 | % |
(1) Share and Per Share Data includes the dilutive effect of stock options.
(2) Tangible Book Value per Share is defined as Total Shareholders' Equity less Goodwill and Other Intangible Assets divided by End of Period Shares Outstanding.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
INTRODUCTION
German American Bancorp, Inc., is a NASDAQ-tradedNasdaq-traded (symbol: GABC) bankfinancial holding company based in Jasper, Indiana. German American, through its banking subsidiary German American Bank, operates 6577 banking offices in 2019 contiguous southern Indiana counties and four Kentucky counties.14 counties in Kentucky. The Company also owns an investment brokerage subsidiary (German American Investment Services, Inc.) and a full line property and casualty insurance agency (German American Insurance, Inc.).
Throughout this Management’s Discussion and Analysis, as elsewhere in this Report, when we use the term “Company”, we will usually be referring to the business and affairs (financial and otherwise) of the Company and its subsidiaries and affiliates as a whole. Occasionally, we will refer to the term “parent company” or “holding company” when we mean to refer to only German American Bancorp, Inc., and the term “Bank” when we mean to refer to only the Company’s bank subsidiary.
This Management’s Discussion and Analysis includes an analysis of the major components of the Company’s operations for the years 20162019 through 20182021 and its financial condition as of December 31, 20172020 and 2018.2021. This information should be read in conjunction with the accompanying consolidated financial statements and footnotes contained elsewhere in this Report and with the description of business included in Item 1 of this Report (including the cautionary disclosure regarding “Forward Looking Statements and Associated Risks”). Financial and other information by segment is included in Note 16 (Segment Information) of the Notes to the Consolidated Financial Statements included in Item 8 of this Report and is incorporated into this Item 7 by reference.
The statements of management’s expectations and goals concerning the Company’s future operations and performance that are set forth in the following Management Overview and in other sections of this Item 7 are forward-looking statements, and readers are cautioned that these forward-looking statements are based on assumptions and are subject to risks, uncertainties, and other factors. Actual results may differ materially from the expectations of the Company that is expressed or implied by any forward-looking statement. This Item 7, as well as the discussions in Item 1 (“Business”) entitled “Forward-Looking Statements and Associated Risks” and in Item 1A (“Risk Factors”) (which discussions are incorporated in this Item 7 by reference) list some of the factors that could cause the Company’s actual results to vary materially from those expressed or implied by any such forward-looking statements.
Any statements of management’s expectations and goals concerning the Company’s future operations and performance, and future financial condition, liquidity and capital resources that are set forth in the following Management Overview and in other sections of this Item 7 are forward-looking statements, and readers are cautioned that these forward-looking statements are based on assumptions and are subject to risks, uncertainties, and other factors. Actual results may differ materially from the expectations of the Company that is expressed or implied by any forward-looking statement. This Item 7, as well as the discussions in Item 1 (“Business”) entitled “Forward-Looking Statements and Associated Risks” and in Item 1A (“Risk Factors”) (which discussions are incorporated in this Item 7 by reference) list some of the factors that could cause the Company’s actual results to vary materially from those expressed or implied by any such forward-looking statements.
MANAGEMENT OVERVIEW
Net income for the year ended December 31, 20182021 totaled $46,529,000$84,137,000, or $1.99$3.17 per share, an increase of $5,853,000,$21,927,000, or approximately 12%35% on a per share basis, from the year ended December 31, 20172020 net income of $40,676,000$62,210,000, or $1.77$2.34 per share.
The net income growth during 2021 compared with 2020 was driven by a number of factors including improved net interest income, lower provision for credit losses and increased non-interest revenue which was partially offset by a modestly higher level of non-interest expense. Net income for 2018 was positively impacted by lower federal income tax rates that became effective January 1, 2018, as a result of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The lower federal income tax rates had a positive impact of approximately $0.26 per share for the year ended December 31, 2018.
Net income for 2018 was also impacted by merger and acquisition activity during2020 totaled $62,210,000, or $2.34 per share, an increase of $2,988,000, or approximately 2% on a per share basis, from the year. The year ended December 31, 2018 included acquisition-related expenses2019 net income of approximately $4,592,000 (approximately $3,526,000$59,222,000, or $0.15$2.29 per share, on an after tax basis).share.
During the fourth quarter of 2017, as a result of the enactment of the Tax Act,As previously disclosed, in March 2021, the Company revaluedcommenced an operating optimization plan, pursuant to which its deferred tax assets and deferred tax liabilities. The revaluation resulted in a net tax benefit of $2,284,000, or approximately $0.10 per share during 2017.
On May 18, 2018,banking subsidiary, German American Bank, completedwould consolidate seven branch offices and implement various staff reductions during 2021. In making its decision to consolidate these branches, which were generally integrated with other nearby bank branches, the acquisitionCompany considered, among other factors, the operating costs of fivethe branches, certain physical limitations impacting the bank facilities, and their proximity to other branch locationslocations. In addition, the Company’s evaluation of First Financial Bancorp (formerlythe branch locations of Mainsource Financial Group, Inc. prior to its merger with First Financial Bancorp on April 1, 2018) and certain related assets,
consolidations and the assumptionreductions in staff also took into consideration the numbers and types of transactions being conducted by its customers and the increased usage of online and mobile banking. Also as part of the operating optimization plan, in September 2021, German American Bank sold its two branches located in Lexington, Kentucky to The Home Savings and Loan Company of certain related liabilities. FourKenton, Ohio (“HSLC”). HSLC assumed approximately $17.6 million in total deposits and purchased approximately $17.8 million in total loans as part of the branches are located insale.
Columbus, Indiana, and one in Greensburg, Indiana. German American Bank acquired approximately $175.7 million in deposits and approximately $116.3 million in loans associated with the five bank branches. The premium paid on deposits by German American Bank was approximately $7.4 million. The premium was subject to adjustment to reflect increases or decreases in the deposit balances during the six month period following the closing date. In January 2019, an adjustment of approximately $0.1 million in additional premium was paid by German American Bank as a result of the change in deposits during the six month measurement period. German American Bank also had the ability, under certain circumstances, to put loans back to First Financial Bancorp’s bank subsidiary during such six month period. During the fourth quarter of 2018, approximately $1.3 million of loans were put back by German American Bank.
On October 15, 2018,January 1, 2022, the Company completed the acquisition of First Security,Citizens Union Bancorp of Shelbyville, Inc. ("First Security"(“CUB”) through the merger of First SecurityCUB with and into the Company. Immediately following completion of the First SecurityCUB holding company merger, First Security’sCUB's subsidiary bank, First SecurityCitizen Union Bank of Shelbyville, Inc., was merged with and into the Company’s subsidiary bank, German American Bank. First Security, basedCUB, headquartered in Owensboro,Shelbyville, Kentucky operated 1115 retail banking offices located in Shelby, Jefferson, Spencer, Bullitt, Oldham, Owen, Gallatin and Hardin counties in Kentucky through First SecurityCitizens Union Bank of Shelbyville, Inc., in Owensboro, Bowling Green, Franklin and Lexington, Kentucky and in Evansville and Newburgh, Indiana.Kentucky. As of the closing of the transaction, First SecurityCUB had total assets of approximately $553.2 million,$1.109 billion, total loans of approximately $390.1$683.8 million, and total deposits of approximately $424.4$930.5 million. The Company issued approximately 2.02.9 million shares of its common stock, and paid approximately $31.2$50.8 million in cash, in exchange for all of the issued and outstanding shares of common stock of First Security and in cancellation of all outstanding options to acquire First Security common stock.CUB.
On February 21, 2019, the Company entered into an Agreement and Plan of Reorganization with Citizens First Corporation (“Citizens First”), pursuant to which Citizens First agreed to merge with and into the Company. The merger agreement also provides that Citizens First’s wholly-owned banking subsidiary, Citizens First Bank, Inc. will be merged with and into the Company’s subsidiary bank, German American Bank, immediately following the holding company merger. Based on the number of Citizens First common shares expected to be outstanding at closing, the Company would issue approximately 1.7 million shares of its common stock, and pay approximately $16 million cash, for all of the issued and outstanding common shares of Citizens First. Citizens First is a bank holding company headquartered in Bowling Green, Kentucky. It operates, through Citizens First Bank, Inc., branch offices in Barren, Hart, Simpson and Warren Counties in Kentucky, and a loan production office in Williamson County, Tennessee. At December 31, 2018, Citizens First reported total assets of approximately $476 million, total loans of approximately $372 million, and total deposits of approximately $389 million. Completion of the mergers is subject to approval by regulatory authorities and Citizens First’s shareholders, as well as certain other closing conditions. The transaction is expected to be completed in the third quarter of 2019.
For further information regarding this pendingmerger and acquisition transaction, see Note 2120 (Subsequent Events) in the Notes to the Consolidated Financial Statements included in Item 8 of this Report.
On July 1, 2019, the Company completed the acquisition of Citizens First Corporation (“Citizens First”) through the merger of Citizens First with and into the Company. Immediately following completion of the Citizens First holding company merger, Citizens First's subsidiary bank, Citizen First Bank, Inc., was merged with and into the Company’s subsidiary bank, German American Bank. Citizens First, headquartered in Bowling Green, Kentucky operated eight retail banking offices through Citizens First Bank, Inc. in Barren, Hart, Simpson and Warren Counties in Kentucky. As of the closing of the transaction, Citizens First had total assets of approximately $456.0 million, total loans of approximately $364.6 million, and total deposits of approximately $370.8 million. The Company issued approximately 1.7 million shares of its common stock, and paid approximately $15.5 million in cash, in exchange for all of the issued and outstanding shares of common stock of Citizens First.
For further information regarding this merger and acquisition transaction, see Note 18 (Business Combinations) in the Notes to the Consolidated Financial Statements included in Item 8 of this Report.
COVID-19 PANDEMIC BUSINESS UPDATE
The novel coronavirus disease 2019 (COVID-19) pandemic continued to impact our operations during 2021. While uncertainty remains as to the future effects of the pandemic, an improving business climate, supported by unprecedented fiscal stimulus, an accommodative Federal Reserve, and modest increases in COVID-19 vaccination rates, has helped to mitigate the negative impacts of the pandemic on our financial condition and results of operations, despite the challenges presented by very low interest rates, muted loan growth, and excess liquidity.
CARES Act and the Paycheck Protection Program
As previously disclosed, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law in March 2020, providing an approximately $2 trillion stimulus package that included direct payments to individual taxpayers, economic stimulus to significantly impacted industry sectors, emergency funding for hospitals and providers, small business loans, increased unemployment benefits, and a variety of tax incentives. For small businesses, eligible nonprofits and certain others, the CARES Act established a Paycheck Protection Program (“PPP”), a lending program administered by the Small Business Administration (“SBA”) that is intended to incentivize participants to retain their employees by providing them with loans that are fully guaranteed by the U.S. government and subject to forgiveness if program guidelines are met. The PPP was later extended and modified by the Paycheck Protection Program and Health Care Enhancement Act in April 2020 and the Paycheck Protection Program Flexibility Act in June 2020, with PPP funding under this initial round expiring on August 8, 2020.
In December 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act was signed into law as part of the Consolidated Appropriations Act, 2021 (the “CAA”). In addition to direct stimulus payments and other aid, this Act provided for a second round of PPP loans through March 31, 2021. Under the American Rescue Plan Act of 2021 and the PPP Extension Act of 2021, which were both enacted during March 2021, additional funds were provided for the program and the deadline for applying for PPP loans was extended through May 31, 2021 (with the SBA having been given until June 30, 2021 to process loan applications).
The Company actively participated in both rounds of the PPP, lending funds primarily to its existing loan and/or deposit customers. The PPP loans carry an interest rate of 1.00% and included a processing fee that varied depending on the balance of the loan at origination (which fee is recognized over the life of the loan). The vast majority of the Company’s PPP loans made during 2020 had two-year maturities, while PPP loans made during 2021 have five-year maturities.
Under the first round of the PPP (i.e., the 2020 round), the Company originated loans totaling approximately $351.3 million in principal amount, with approximately $12.0 million of related net processing fees on 3,070 PPP loan relationships. As of December 31, 2021, $349.2 million of those first round PPP loans had been forgiven by the SBA and repaid to the Company pursuant to the terms of the program or repaid by customers, with approximately $12.0 million in net processing fees having been recognized by the Company.
Under the second round of the PPP (i.e., the 2021 round), the Company originated loans totaling approximately $157.0 million in principal amount, with approximately $9.0 million of related net processing fees, on 2,601 PPP loan relationships. As of December 31, 2021, $138.8 million of second round PPP loans had been forgiven by the SBA and repaid to the Company, with $8.1 million in net processing fees having been recognized by the Company. As a result of the forgiveness of the first and second round PPP loans, $20.3 million of total PPP loans remain outstanding as of December 31, 2021, with approximately $0.9 million of net fees remaining deferred on that date.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The financial condition and results of operations for the Company presented in the Consolidated Financial Statements, accompanying Notes to the Consolidated Financial Statements, and selected financial data appearing elsewhere within this Report, are, to a large degree, dependent upon the Company’s accounting policies. The selection of and application of these policies involve estimates, judgments, and uncertainties that are subject to change. The critical accounting policies and estimates that the Company has determined to be the most susceptible to change in the near term relate to the determination of the allowance for loancredit losses, the valuation of securities available for sale, income tax expense, and the valuation of goodwill and other intangible assets.
Allowance for LoanCredit Losses
The Company maintains an allowance for loancredit losses to cover probable incurredthe estimated expected credit losses atover the balance sheet date.expected contractual life of the loan portfolio. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off. A provision for loancredit losses is charged to operations based on management’s periodic evaluation of the necessary allowance balance. Evaluations are conducted at least quarterly and more often if deemed necessary. The ultimate recovery of all loans is susceptible to future market factors beyond the Company’s control.
The Company has an established process to determine the adequacy of the allowance for loancredit losses. The determination of the allowance is inherently subjective, as it requires significant estimates, including the amounts and timing of expected future cash flows on impairedindividually analyzed loans, estimated losses on other classified loans and pools of homogeneous loans, and consideration of past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, reasonable and supportable forecasts and other factors, all of which may be susceptible to significant change. The allowance consists of
two components of allocations, specific and general. These two components represent the total allowance for loancredit losses deemed adequate to cover expected credit losses inherent inover the expected life of the loan portfolio.
Commercial and agricultural loans are subject to a standardized grading process administered by an internal loan review function. The need for specific reserves is considered for credits identified as impaired when: (a) the customer’s cash flow or net worth appears insufficient to repay the loan; (b) the loan has been criticized in a regulatory examination; (c) the loan is on non-accrual; or (d) other reasons where the ultimate collectability of the loan is in question, or the loan characteristics require special monitoring. Specific allowances are established in cases where management has identified significant conditions or circumstances related to an individual credit that we believe indicates the loan is impaired.
Specific allocationsreserves on impairedindividually analyzed loans are determined by comparing the loan balance to the present value of expected cash flows or expected collateral proceeds. Allocations are also applied to categories of loans not considered individually impairedanalyzed but for which the rate of loss is expected to be greater than historical averages,other similar type loans, including non-performing consumer or residential real estate loans. Such allocations are based on past loss experience, reasonable and supportable forecasts and information about specific borrower situations and estimated collateral values.
General allocations are made for commercial and agricultural loans that are graded as substandard based on migration analysis techniques to determine historical average lossesand special mention, but are not individually analyzed for similar types of loans. General allocations are also made forspecific reserves as well as other pools of loans, including non-classified loans, homogeneous portfolios of consumer and residential real estate loans, and loans within certain industry categories believed to present unique risk of loss. General allocations of the allowance are primarily made based on historical averages for loan losses for these portfolios along with reasonable and supportable forecasts, judgmentally adjusted for economic, external and internal quantitative and qualitative factors and portfolio trends. Economic factors include evaluating changes in international, national, regional and local economic and business conditions that affect the collectability of the loan portfolio. Internal factors include evaluating changes in lending policies and procedures; changes in the nature and volume of the loan portfolio; and changes in experience, ability and depth of lending management and staff. In setting our external
The allowance for credit losses for loans represents management’s estimate of all expected credit losses over the expected contractual life of the loan portfolio. Determining the appropriateness and internal factors we also consider the overall leveladequacy of the allowance foris complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the loan losses to total loans; our allowance coverage as compared to similar size bank holding companies; and regulatory requirements.
Due to the imprecise nature of estimatingportfolio may result in significant changes in the allowance for loancredit losses the Company’s allowance for loan losses includes a minor unallocated component. The unallocated component of the allowance for loan losses incorporates the Company’s judgmental determination of inherent losses that may not be fully reflected in other allocations, including factors such as economic uncertainties, lending staff quality, industry trends impacting specific portfolio segments, and broad portfolio quality trends. Therefore, the ratio of allocated to unallocated components within the total allowance may fluctuate from period to period.future periods.
Securities Valuation
SecuritiesAvailable-for-sale debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. For available-for-sale are carried atdebt securities in an unrealized loss position, the Company assesses whether we intend to sell, or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For available-for sale debt securities that do not meet the criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security and the issuer, among other factors. If this assessment indicates that a credit loss exists, the Company compares the present value of cash flows expected to be collected from the security with unrealized holding gainsthe amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses reported separatelyis recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in accumulated other comprehensive income, (loss), net of tax. The Company obtains market valuesapplicable taxes. No allowance for credit losses for available-for-sale debt securities was needed at December 31, 2021. Accrued interest receivable on available-for-sale debt securities is excluded from a third partythe estimate of credit losses. As of December 31, 2021, gross unrealized gains on a monthly basis in order to adjust the securities to fair value. available-for-sale portfolio totaled approximately $36,068,000 and gross unrealized losses totaled approximately $15,649,000 net of applicable taxes is included in other comprehensive income.
Equity securities that do not have readily determinable fair values are carried at cost. Additionally, when securities are deemed to be other than temporarily impaired, a charge will be recorded through earnings; therefore, futurecost, less impairment with observable price changes being recognized in the fair value of securities could have a significant impact on the Company’s operating results. In determining whether a market value decline is other than temporary, management considers the reason for the decline, the extent of the decline, the duration of the decline and whether the Company intends to sell or believes it will be required to sell the securities prior to recovery. As of December 31, 2018, gross unrealized gains on the securities available-for-sale portfolio totaled approximately $5,436,000 and gross unrealized losses totaled approximately $14,079,000.earnings.
Income Tax Expense
Income tax expense involves estimates related to the valuation allowance on deferred tax assets and loss contingencies related to exposure from tax examinations presumed to occur.
A valuation allowance reduces deferred tax assets to the amount management believes is more likely than not to be realized. In evaluating the realization of deferred tax assets, management considers the likelihood that sufficient taxable income of appropriate character will be generated within carry-back and carry-forward periods, including consideration of available tax planning strategies. Tax-related loss contingencies, including assessments arising from tax examinations and tax strategies, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. In considering the likelihood of loss, management considers the nature of the contingency, the progress of any examination or related protest or appeal, the views of legal counsel and other advisors, experience of the Company or other enterprises in similar matters, if any, and management’s intended response to any assessment.
Goodwill and Other Intangible Assets
Goodwill resulting from business combinations represents the excess of the purchase price over the fair value of the net assets of businesses acquired. Goodwill resulting from business combinations is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually. The
Company has selected December 31 as the date to perform the annual impairment test. Goodwill is the only intangible asset with an indefinite life on the Company’s balance sheet. No impairment to Goodwill was indicated based on year-end testing.
Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on the Company’s balance sheet.
Other intangible assets consist of core deposit and acquired customer relationship intangible assets. They are initially measured at fair value and then are amortized over their estimated useful lives, which range from 6 to 10 years.
RESULTS OF OPERATIONS
NET INCOME
Net income for the year ended December 31, 20182021 totaled $46,529,000$84,137,000, or $1.99$3.17 per share, an increase of $5,853,000,$21,927,000, or approximately 12%35% on a per share basis, from the year ended December 31, 20172020 net income of $40,676,000$62,210,000, or $1.77$2.34 per share.
Net income for 2018 was positively impacted by lower federal income tax rates that became effective January 1, 2018, as a result of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The lower federal income tax rates had a positive impact of approximately $0.26 per share for the year ended December 31, 2018.
Net income for 2018 was also impacted by the five-branch acquisition completed in May 2018 and the First Security acquisition completed in October 2018. The year ended December 31, 2018 included acquisition-related expenses of approximately $4,592,000 (approximately $3,526,000 or $0.15 per share, on an after tax basis) for the aforementioned acquisitions.
Net income for the year ended December 31, 20172020 totaled $40,676,000$62,210,000, or $1.77$2.34 per share, an increase of $5,492,000,$2,988,000, or approximately 13%2% on a per share basis, from the year ended December 31, 20162019 net income of $35,184,000$59,222,000, or $1.57$2.29 per share. The 2017 results of operations were positively impacted by the revaluation of the Company's deferred tax assets and deferred tax liabilities related to the Tax Act. The revaluation resulted in a net tax benefit of $2,284,000, or approximately $0.10 per share during 2017.
NET INTEREST INCOME
Net interest income is the Company’s single largest source of earnings, and represents the difference between interest and fees realized on earning assets, less interest paid on deposits and borrowed funds. Several factors contribute to the determination of net interest income and net interest margin, including the volume and mix of earning assets, interest rates, and income taxes. Many factors affecting net interest income are subject to control by management policies and actions. Factors beyond the control of management include the general level of credit and deposit demand, Federal Reserve Board monetary policy, and changes in tax laws.
Net interest income increased $14,701,000, or 15%, forDuring the year ended December 31, 20182021, net interest income totaled $160,830,000, representing an increase of $5,587,000, or 4%, from the year ended December 31, 2020 net interest income of $155,243,000. The increase in net interest income during 2021 compared with 2017.2020 was largely attributable to an increase in average earning assets, a higher level of fees recognized related to PPP loans which were partially offset by a lower level of accretion of loan discounts on acquired loans, and a decreased level of interest expense on interest bearing liabilities related to lower interest rates.
During the year ended December 31, 2020, net interest income totaled $155,243,000, representing an increase of $10,018,000, or 7%, from the year ended December 31, 2019 net interest income of $145,225,000. The increased level of net interest income during 20182020 compared with 20172019 was driven primarily bylargely attributable to a higher level of average earning assets resulting from organic loanthe acquisition of Citizens First on July 1, 2019, significant deposit growth during 2020 and merger and acquisition activity completed during 2018.participation in the PPP. In addition, the recognition of fees related to PPP loans also contributed to higher levels of net interest income, but was partially mitigated by a lower level of accretion of discounts on acquired loans.
The net interest margin represents tax-equivalent net interest income expressed as a percentage of average earning assets. The tax equivalent net interest margin for the year ended December 31, 20182021 was 3.75%3.31% compared to 3.76%3.63% in 2017. The tax equivalent yield on2020 and 3.92% in 2019. Historically low market interest rates impacted the Company's net interest margin in both 2021 and 2020. Lower market interest rates have negatively impacted earning assets totaled 4.36%asset yields during 2018 compared to 4.16% in 2017, while the2021 and 2020, with these declines being partially mitigated by a lower cost of funds (expressedfunds. Also contributing to the lower net interest margin has been excess liquidity the Company has carried on the balance sheet that resulted from significant deposit growth during 2021 and 2020, PPP loan forgiveness and somewhat muted loan growth.
The Company’s net interest margin in 2021 and 2020 has been impacted by fees recognized as a percentagepart of average earning assets)the PPP and impacted in all periods presented by the accretion of discounts on acquired loans. Fees recognized on PPP loans through net interest income totaled 0.61%$12,196,000 during 2018 compared2021 and $7,978,000 during 2020. The fees recognized related to 0.40%the PPP contributed approximately 24 basis points to the net interest margin in 2017. The increased yield on earning assets2021 and the increase18 basis points in the cost of funds during 2018 were both impacted by increased short-term market interest rates.
2020. Accretion of loan discounts on acquired loans contributed approximately 87 basis points to the net interest margin during 2018 compared with 92021, 13 basis points during 2020 and 23 basis points in 2017. The lower federal income tax rates during 2018 had an approximately 9 basis point negative impact on the Company's net interest margin and earning asset yield.
Net interest income increased $5,005,000, or 5%, for the year ended December 31, 2017 compared with 2016. The increased level of net interest income during 2017 compared with 2016 was driven primarily by a higher level of earning assets resulting from organic loan growth and the acquisition of River Valley Bancorp effective March 1, 2016.
The tax equivalent net interest margin was 3.76% during 2017 compared to 3.75% during 2016. The tax equivalent yield on earning assets totaled 4.16% during 2017 compared to 4.07% in 2016, while the cost of funds totaled 0.40% during 2017 compared to 0.32% in 2016.
The modest increase in the net interest margin during 2017 compared with the prior year was primarily attributable to an improved yield on the Company's securities portfolio combined with a larger loan portfolio, partially offset by a higher cost of funds and a lower level of accretion of loan discounts on acquired loans.2019. Accretion of loan discounts on acquired loans contributed approximately 9 basis points to the net interest margintotaled $3,476,000 during 20172021, $5,769,000 during 2020 and 13 basis points in 2016. The Company's cost of funds increased approximately 8 basis points$8,559,000 during 2017 compared with 2016. The higher cost of funds was largely attributable to an increase in short-term market interest rates.2019.
The following table summarizes net interest income (on a tax-equivalent basis) for each of the past three years. For tax-equivalent adjustments, an effective tax rate of 21% was used for 2018 and an effective tax rate of 35% was used for 2017 and 2016 all periods presented (1).
Average Balance Sheet
(Tax-equivalent basis, dollars in thousands)
| | | | Twelve Months Ended December 31, 2018 | | Twelve Months Ended December 31, 2017 | | Twelve Months Ended December 31, 2016 | | Twelve Months Ended December 31, 2021 | | Twelve Months Ended December 31, 2020 | | Twelve Months Ended December 31, 2019 |
| | Principal Balance | | Income / Expense | | Yield / Rate | | Principal Balance | | Income / Expense | | Yield / Rate | | Principal Balance | | Income / Expense | | Yield / Rate | | Principal Balance | | Income / Expense | | Yield / Rate | | Principal Balance | | Income / Expense | | Yield / Rate | | Principal Balance | | Income / Expense | | Yield / Rate |
ASSETS | | |
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| ASSETS | | | | | | | | | | | | | | | | | | |
Federal Funds Sold and Other Short-term Investments | | $ | 18,587 |
| | $ | 308 |
| | 1.65 | % | | $ | 12,405 |
| | $ | 134 |
| | 1.09 | % | | $ | 22,180 |
| | $ | 74 |
| | 0.33 | % | Federal Funds Sold and Other Short-term Investments | | $ | 390,362 | | | $ | 488 | | | 0.12 | % | | $ | 209,012 | | | $ | 382 | | | 0.18 | % | | $ | 27,166 | | | $ | 522 | | | 1.92 | % |
| | | | | | | | | | | | | | | | | | | |
Securities: | | |
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| | |
| Securities: | |
Taxable | | 488,291 |
| | 12,398 |
| | 2.54 | % | | 482,331 |
| | 10,898 |
| | 2.26 | % | | 484,744 |
| | 9,638 |
| | 1.99 | % | Taxable | | 824,204 | | | 12,962 | | | 1.57 | % | | 555,961 | | | 10,447 | | | 1.88 | % | | 546,191 | | | 13,910 | | | 2.55 | % |
Non-taxable | | 280,070 |
| | 11,341 |
| | 4.05 | % | | 262,654 |
| | 12,697 |
| | 4.83 | % | | 238,300 |
| | 11,464 |
| | 4.81 | % | Non-taxable | | 728,765 | | | 22,504 | | | 3.09 | % | | 420,294 | | | 15,040 | | | 3.58 | % | | 305,266 | | | 12,096 | | | 3.96 | % |
Total Loans and Leases (2) | | 2,339,089 |
| | 112,437 |
| | 4.81 | % | | 2,036,717 |
| | 92,449 |
| | 4.54 | % | | 1,904,779 |
| | 86,755 |
| | 4.55 | % | |
Total Loans and Leases ⁽²⁾ | | Total Loans and Leases ⁽²⁾ | | 3,072,302 | | | 139,378 | | | 4.54 | % | | 3,185,542 | | | 151,946 | | | 4.77 | % | | 2,899,939 | | | 152,836 | | | 5.27 | % |
| | | | | | | | | | | | | | | | | | | |
TOTAL INTEREST EARNING ASSETS | | 3,126,037 |
| | 136,484 |
| | 4.36 | % | | 2,794,107 |
| | 116,178 |
| | 4.16 | % | | 2,650,003 |
| | 107,931 |
| | 4.07 | % | TOTAL INTEREST EARNING ASSETS | | 5,015,633 | | | 175,332 | | | 3.50 | % | | 4,370,809 | | | 177,815 | | | 4.07 | % | | 3,778,562 | | | 179,364 | | | 4.75 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other Assets | | 270,022 |
| | |
| | |
| | 223,939 |
| | |
| | |
| | 206,213 |
| | |
| | |
| Other Assets | | 397,147 | | | | | | | 398,102 | | | | | | | 366,171 | | | | | |
Less: Allowance for Loan Losses | | (15,650 | ) | | |
| | |
| | (15,351 | ) | | |
| | |
| | (15,120 | ) | | |
| | |
| |
Less: Allowance for Credit Losses | | Less: Allowance for Credit Losses | | (43,073) | | | | | | | (39,905) | | | | | | | (16,198) | | | | | |
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TOTAL ASSETS | | $ | 3,380,409 |
| | |
| | |
| | $ | 3,002,695 |
| | |
| | |
| | $ | 2,841,096 |
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| | |
| TOTAL ASSETS | | $ | 5,369,707 | | | | | | | $ | 4,729,006 | | | | | | | $ | 4,128,535 | | | | | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY | | |
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| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | |
Interest-bearing Demand Deposits | | $ | 969,922 |
| | $ | 5,755 |
| | 0.59 | % | | $ | 836,262 |
| | $ | 2,893 |
| | 0.35 | % | | $ | 755,775 |
| | $ | 1,745 |
| | 0.23 | % | Interest-bearing Demand Deposits | | $ | 1,595,579 | | | $ | 1,789 | | | 0.11 | % | | $ | 1,309,998 | | | $ | 4,089 | | | 0.31 | % | | $ | 1,128,457 | | | $ | 8,643 | | | 0.77 | % |
Savings Deposits and Money Market Accounts | | 646,636 |
| | 1,954 |
| | 0.30 | % | | 606,212 |
| | 1,078 |
| | 0.18 | % | | 566,818 |
| | 770 |
| | 0.14 | % | Savings Deposits and Money Market Accounts | | 1,106,692 | | | 885 | | | 0.08 | % | | 912,183 | | | 1,885 | | | 0.21 | % | | 733,160 | | | 3,406 | | | 0.46 | % |
Time Deposits | | 459,289 |
| | 5,916 |
| | 1.29 | % | | 380,316 |
| | 3,123 |
| | 0.82 | % | | 414,100 |
| | 2,672 |
| | 0.65 | % | Time Deposits | | 412,935 | | | 2,281 | | | 0.55 | % | | 567,932 | | | 7,722 | | | 1.36 | % | | 670,802 | | | 11,756 | | | 1.75 | % |
FHLB Advances and Other Borrowings | | 257,737 |
| | 5,514 |
| | 2.14 | % | | 233,315 |
| | 4,027 |
| | 1.73 | % | | 242,483 |
| | 3,274 |
| | 1.35 | % | FHLB Advances and Other Borrowings | | 186,750 | | | 4,594 | | | 2.46 | % | | 221,832 | | | 5,430 | | | 2.45 | % | | 279,675 | | | 7,444 | | | 2.66 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL INTEREST-BEARING LIABILITIES | | 2,333,584 |
| | 19,139 |
| | 0.82 | % | | 2,056,105 |
| | 11,121 |
| | 0.54 | % | | 1,979,176 |
| | 8,461 |
| | 0.43 | % | TOTAL INTEREST-BEARING LIABILITIES | | 3,301,956 | | | 9,549 | | | 0.29 | % | | 3,011,945 | | | 19,126 | | | 0.63 | % | | 2,812,094 | | | 31,249 | | | 1.11 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Demand Deposit Accounts | | 640,865 |
| | |
| | |
| | 572,356 |
| | |
| | |
| | 513,199 |
| | |
| | |
| Demand Deposit Accounts | | 1,378,647 | | | | | | | 1,070,284 | | | 761,515 | | | | | |
Other Liabilities | | 20,484 |
| | |
| | |
| | 23,321 |
| | |
| | |
| | 27,201 |
| | |
| | |
| Other Liabilities | | 46,170 | | | | | | | 51,996 | | | 35,916 | | | | | |
TOTAL LIABILITIES | | 2,994,933 |
| | |
| | |
| | 2,651,782 |
| | |
| | |
| | 2,519,576 |
| | |
| | |
| TOTAL LIABILITIES | | 4,726,773 | | | | | | | 4,134,225 | | | | | | | 3,609,525 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Shareholders’ Equity | | 385,476 |
| | |
| | |
| | 350,913 |
| | |
| | |
| | 321,520 |
| | |
| | |
| Shareholders’ Equity | | 642,934 | | | | | | | 594,781 | | | | | | | 519,010 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 3,380,409 |
| | |
| | |
| | $ | 3,002,695 |
| | |
| | |
| | $ | 2,841,096 |
| | |
| | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 5,369,707 | | | | | | | $ | 4,729,006 | | | | | | | $ | 4,128,535 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
COST OF FUNDS | | |
| | |
| | 0.61 | % | | |
| | |
| | 0.40 | % | | |
| | |
| | 0.32 | % | COST OF FUNDS | | | | | | 0.19 | % | | 0.44 | % | | 0.83 | % |
| | | | | | | | | | | | | | | | | | | |
NET INTEREST INCOME | | |
| | $ | 117,345 |
| | |
| | |
| | $ | 105,057 |
| | |
| | |
| | $ | 99,470 |
| | |
| NET INTEREST INCOME | | | | $ | 165,783 | | | | | | | $ | 158,689 | | | | | | | $ | 148,115 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
NET INTEREST MARGIN | | |
| | |
| | 3.75 | % | | |
| | |
| | 3.76 | % | | |
| | |
| | 3.75 | % | NET INTEREST MARGIN | | | | | | 3.31 | % | | | | | | 3.63 | % | | | | | | 3.92 | % |
| |
(1)
| Effective tax rates were determined as though interest earned on the Company's investments in municipal bonds and loans was fully taxable.
|
| |
(2)
| Loans held-for-sale and non-accruing loans have been included in average loans. Interest income on loans includes loan fees of $3,151, $3,216, and $4,283 for 2018, 2017 and 2016, respectively.
|
(1)Effective tax rates were determined as though interest earned on the Company's investments in municipal bonds and loans was fully taxable.
(2)Loans held-for-sale and non-accruing loans have been included in average loans. Interest income on loans includes loan fees of $15,761, $15,003, and $8,397 for 2021, 2020 and 2019, respectively.
The following table sets forth for the periods indicated a summary of the changes in interest income and interest expense resulting from changes in volume and changes in rates:
Net Interest Income – Rate / Volume Analysis
(Tax-Equivalent basis, dollars in thousands)
| | | | 2018 compared to 2017 Increase / (Decrease) Due to (1) | | 2017 compared to 2016 Increase / (Decrease) Due to (1) | | 2021 compared to 2020 Increase / (Decrease) Due to ⁽¹⁾ | | 2020 compared to 2019 Increase / (Decrease) Due to ⁽¹⁾ |
| | Volume | | Rate | | Net | | Volume | | Rate | | Net | | | Volume | | Rate | | Net | | Volume | | Rate | | Net |
Interest Income: | | |
| | |
| | |
| | |
| | |
| | |
| Interest Income: | | | | | | | | | | | | |
Federal Funds Sold and Other | | |
| | |
| | |
| | |
| | |
| | |
| Federal Funds Sold and Other | | | | | | | | | | | | |
Short-term Investments | | $ | 86 |
| | $ | 88 |
| | $ | 174 |
| | $ | (45 | ) | | $ | 105 |
| | $ | 60 |
| Short-term Investments | | $ | 254 | | | $ | (148) | | | $ | 106 | | | $ | 708 | | | $ | (848) | | | $ | (140) | |
Taxable Securities | | 136 |
| | 1,365 |
| | 1,501 |
| | (48 | ) | | 1,308 |
| | 1,260 |
| Taxable Securities | | 4,426 | | | (1,911) | | | 2,515 | | | 244 | | | (3,707) | | | (3,463) | |
Non-taxable Securities | | 802 |
| | (2,159 | ) | | (1,357 | ) | | 1,177 |
| | 56 |
| | 1,233 |
| Non-taxable Securities | | 9,764 | | | (2,300) | | | 7,464 | | | 4,208 | | | (1,264) | | | 2,944 | |
Loans and Leases | | 14,304 |
| | 5,684 |
| | 19,988 |
| | 5,990 |
| | (296 | ) | | 5,694 |
| Loans and Leases | | (5,290) | | | (7,278) | | | (12,568) | | | 14,325 | | | (15,215) | | | (890) | |
Total Interest Income | | 15,328 |
| | 4,978 |
| | 20,306 |
| | 7,074 |
| | 1,173 |
| | 8,247 |
| Total Interest Income | | 9,154 | | | (11,637) | | | (2,483) | | | 19,485 | | | (21,034) | | | (1,549) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest Expense: | | |
| | |
| | |
| | |
| | |
| | |
| Interest Expense: | | | | | | | |
Savings and Interest-bearing Demand | | 529 |
| | 3,209 |
| | 3,738 |
| | 245 |
| | 1,211 |
| | 1,456 |
| Savings and Interest-bearing Demand | | 1,083 | | | (4,383) | | | (3,300) | | | 1,994 | | | (8,069) | | | (6,075) | |
Time Deposits | | 747 |
| | 2,046 |
| | 2,793 |
| | (231 | ) | | 682 |
| | 451 |
| Time Deposits | | (1,714) | | | (3,727) | | | (5,441) | | | (1,639) | | | (2,395) | | | (4,034) | |
FHLB Advances and Other Borrowings | | 452 |
| | 1,035 |
| | 1,487 |
| | (128 | ) | | 881 |
| | 753 |
| FHLB Advances and Other Borrowings | | (863) | | | 27 | | | (836) | | | (1,451) | | | (563) | | | (2,014) | |
Total Interest Expense | | 1,728 |
| | 6,290 |
| | 8,018 |
| | (114 | ) | | 2,774 |
| | 2,660 |
| Total Interest Expense | | (1,494) | | | (8,083) | | | (9,577) | | | (1,096) | | | (11,027) | | | (12,123) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net Interest Income | | $ | 13,600 |
| | $ | (1,312 | ) | | $ | 12,288 |
| | $ | 7,188 |
| | $ | (1,601 | ) | | $ | 5,587 |
| Net Interest Income | | $ | 10,648 | | | $ | (3,554) | | | $ | 7,094 | | | $ | 20,581 | | | $ | (10,007) | | | $ | 10,574 | |
| |
(1)
| The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. |
(1) The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.
See the Company’s Average Balance Sheet above and the discussions headed USESunder the headings “USES OF FUNDS, SOURCES” “SOURCES OF FUNDS,” and “RISK MANAGEMENT – Liquidity and Interest Rate Risk Management” for further information on the Company’s net interest income, net interest margin, and interest rate sensitivity position.
PROVISION FOR LOANCREDIT LOSSES
The Company provides for loancredit losses through regular provisions to the allowance for loancredit losses. The provision is affected by net charge-offs on loans and changes in specific and general allocations required onof the allowanceallowance. During 2021, the Company recorded a negative provision for loan losses. Provisionscredit losses of $6,500,000 compared with a provision for credit losses of $17,550,000 during 2020 and a $5,325,000 provision for loan losses totaled $2,070,000, $1,750,000, and $1,200,000 in 2018, 2017, and 2016, respectively.during 2019 under the incurred loss model.
During 2018,2021, the negative provision for loan losscredit losses represented approximately 921 basis points of average loans. The negative provision for credit losses in 2021 was largely due to declines in certain adversely criticized assets and improvement in certain pandemic-related stressed sectors for which the Company had provided significant levels of allowance for credit losses during 2020. The Company realized net charge-offs of $3,342,000 or 11 basis points of average loans on an annualized basis.during 2021.
During 2020, the provision for credit losses represented approximately 55 basis points of average loans. The increased level of provision during 20182020 compared with 2019 was largelyprimarily due to the developments related to an increased level of net charge-offs during 2018 compared with 2017.the COVID-19 pandemic and the resulting impact on the economic assumptions used in the Company's CECL model. The Company realized net charge-offs of $1,941,000$2,622,000 or 8 basis points of average loans outstanding during 2018. The increase in net charge-offs during 2018 was primarily attributable to a partial charge-off on a single commercial lending relationship in the first quarter of 2018 that was downgraded and largely reserved for during the fourth quarter of 2017.2020.
During 2017, theThe provision for loan loss represented approximately 9 basis points of average loans on an annualized basis. The increased level of provisioncredit losses made during 20172021 was largely related to an increased level of allowance for loan loss that has been allocated to the Company's commercial and industrial loan portfolio. The Company realized net charge-offs of $864,000 or 4 basis points of average loans outstanding during 2017.
The Company’s allowance for loan losses represented 0.58% of total loans at year-end 2018 compared with 0.73% of total loans at year-end 2017. Under acquisition accounting, loans are recorded at fair value which includes a credit risk component, and therefore the allowance on loans acquired is not carried over from the seller. The Company’s allowance for loan losses represented 0.77% of total non-acquired loans at year-end 2018 compared with 0.83% of total non-acquired loans at year-end 2017.
Provisions for loan losses in all periods were made at levelsa level deemed necessary by management to absorb estimated, probable incurredexpected losses in the loan portfolio. A detailed evaluation of the adequacy of the allowance for loancredit losses is completed quarterly by management, the results of which are used to determine provisionsprovision for loancredit losses. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and reasonable and supportable forecasts along with other qualitative and quantitative factors. Refer also to the sections entitled CRITICAL
“CRITICAL ACCOUNTING POLICIES AND ESTIMATESESTIMATES” and “RISK MANAGEMENT - Lending and Loan Administration” for further discussion of the provision and allowance for loancredit losses.
NON-INTEREST INCOME
During the year ended December 31, 2018,2021, non-interest income increased $5,216,000,$4,988,000, or 16%9%, from the year ended December 31, 2017.2020. During the year ended December 31, 2017,2020, non-interest income declined less than 1%increased $8,973,000, or 20%, from the year ended December 31, 2016.2019.
|
| | | | | | | | | | | | | | | | | | |
Non-interest Income (dollars in thousands) | | Years Ended December 31, | | % Change From Prior Year |
| | 2018 | | 2017 | | 2016 | | 2018 | | 2017 |
Trust and Investment Product Fees | | $ | 6,680 |
| | $ | 5,272 |
| | $ | 4,644 |
| | 27 | % | | 14 | % |
Service Charges on Deposit Accounts | | 7,044 |
| | 6,178 |
| | 5,973 |
| | 14 |
| | 3 |
|
Insurance Revenues | | 8,330 |
| | 7,979 |
| | 7,741 |
| | 4 |
| | 3 |
|
Company Owned Life Insurance | | 1,243 |
| | 1,341 |
| | 987 |
| | (7 | ) | | 36 |
|
Interchange Fee Income | | 7,278 |
| | 4,567 |
| | 3,627 |
| | 59 |
| | 26 |
|
Other Operating Income | | 2,785 |
| | 2,641 |
| | 3,703 |
| | 5 |
| | (29 | ) |
Subtotal | | 33,360 |
| | 27,978 |
| | 26,675 |
| | 19 |
| | 5 |
|
Net Gains on Sales of Loans | | 3,004 |
| | 3,280 |
| | 3,359 |
| | (8 | ) | | (2 | ) |
Net Gains on Securities | | 706 |
| | 596 |
| | 1,979 |
| | 18 |
| | (70 | ) |
TOTAL NON-INTEREST INCOME | | $ | 37,070 |
| | $ | 31,854 |
| | $ | 32,013 |
| | 16 |
| | n/m (1) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-interest Income (dollars in thousands) | | Years Ended December 31, | | % Change From Prior Year |
| | 2021 | | 2020 | | 2019 | | 2020 | | 2019 |
Trust and Investment Product Fees | | $ | 10,321 | | | $ | 8,005 | | | $ | 7,278 | | | 29 | % | | 10 | % |
Service Charges on Deposit Accounts | | 7,723 | | | 7,334 | | | 8,718 | | | 5 | | | (16) | |
Insurance Revenues | | 9,268 | | | 8,922 | | | 8,940 | | | 4 | | | — | |
Company Owned Life Insurance | | 1,529 | | | 2,307 | | | 2,005 | | | (34) | | | 15 | |
Interchange Fee Income | | 13,116 | | | 10,529 | | | 9,450 | | | 25 | | | 11 | |
Other Operating Income | | 6,991 | | | 3,388 | | | 3,229 | | | 106 | | | 5 | |
Subtotal | | 48,948 | | | 40,485 | | | 39,620 | | | 21 | | | 2 | |
Net Gains on Sales of Loans | | 8,267 | | | 9,908 | | | 4,633 | | | (17) | | | 114 | |
Net Gains on Securities | | 2,247 | | | 4,081 | | | 1,248 | | | (45) | | | 227 | |
TOTAL NON-INTEREST INCOME | | $ | 59,462 | | | $ | 54,474 | | | $ | 45,501 | | | 9 | | | 20 | |
Trust and investment product fees increased $1,408,000,$2,316,000, or 27%29%, during 20182021 compared with 2017.2020. Trust and investment product fees increased $628,000,$727,000, or 14%10%, during 20172020 compared with 2016.2019. The increase in both years was primarilylargely attributable to fees generated from increased assets under management in the Company's wealth management group.
Service charges on deposit accounts increased $866,000,$389,000, or 14%5%, during 20182021 compared with 2017. The increase during 2018 compared with 2017 was positively impacted by the acquisition activity completed during 2018.2020. Service charges on deposit accounts increased $205,000,declined $1,384,000, or 3%16%, during 20172020 compared with 2016.2019. The decline during 2020 compared with 2019 was largely related to the economic impacts of the COVID-19 pandemic and resulting change in deposit customer activity, partially mitigated by the acquisition of Citizens First.
Insurance revenues increased $351,000,Company owned life insurance revenue declined $778,000, or 4%34%, during 20182021 compared with 2017. The increase during 2018 was primarily due to2020. Company owned life insurance revenue increased contingency revenue. Insurance revenues increased $238,000,$302,000, or 3%15%, during 2017 as compared to 2016 as a result of increased commercial insurance revenue and personal insurance revenue partially offset by a decline in contingency revenue. Contingency revenue totaled $1,218,000 in 20182020 compared with $992,0002019. The variance in 2017 and $1,114,000 in 2016. Contingency revenue is reflective of claims and loss experience withboth periods was largely related to death benefits received from life insurance carriers that the Company represents through its property and casualty insurance agency.policies during 2020.
Interchange fees increased $2,711,000,$2,587,000, or 59%25%, during 20182021 compared to 2017.2020. The increased level of fees during 2021 compared with 2020 was due to increased economic activity and increased card utilization by customers. Interchange fees increased $1,079,000, or 11%, during 2020 compared to 2019. The increase during 20182020 compared with 2019 was largely attributable to the acquisition of Citizens First and increased card utilization by customers, the acquisition activity completed during 2018 and to the adoption of the new revenue recognition standard effective January 1, 2018. While the adoption of the standard did not have a significant impact on the Company's financial results, the recording of revenue gross versus net of certain expenses, in accordance with the standard, did result in the reclassification of some expenses associated with the interchange fee revenue during 2018. The reclassification of this expense for 2018 totaled $1,244,000. Interchange fee income increased $940,000, or 26%, during 2017 compared with 2016. The increase was attributable to increased card utilization by customers and a full year of operations from the River Vally Bancorp acquisition that closed during the first quarter of 2016.customers.
Other operating income increased $144,000,$3,603,000, or 5%106%, during 20182021 compared with 2017. Other operating income declined $1,062,000, or 29%,2020. The increase during 2017 compared with 2016. The decline2021 was largely attributable to decreased feesthe net gain of approximately $1.4 million related to the sale of the two branch office locations in Lexington, Kentucky and approximately $863,000 of fair value adjustments and higher transaction fees associated with interest rate swap transactions with loan customers. Also contributing to the increase in 2021, was the donation of a building and accompanying real estate to a local municipality in one of the Company’s market areas. The estimated fair value of the property was approximately $575,000 greater than the book value which increased other operating income. A corresponding contribution expense of $800,000 was recognized in advertising and promotion expense of the Company’s income statement related to the donation of the building and real estate.
Net gains on sales of loans declined $276,000,$1,641,000, or 8%17%, during 20182021 compared with 2017.the 2020. The decline in the net gain2021 compared with 2020 was generally attributable to a lower level of fair value adjustments on salescommitments to sell loans and a modestly lower level of loans during 2018 compared with 2017 was largely attributable to lowersold, which were partially offset by higher pricing levels on loans sold. Net gains on sales of loans declined $79,000,increased $5,275,000, or 2%114%, during 20172020 compared with 2016. Loan sales for 2018, 2017, and 2016 totaled $135.3 million, $130.3 million, and $133.6 million, respectively.
During 2018,2019. The increase in the Company realized net gains on the salesales of loans during 2020 compared with 2019 was generally attributable to a higher sales volume and higher pricing levels on loans sold. Loan sales totaled $266.0 million during 2021, $316.4 million during 2020 and $185.4 million during 2019.
The Company realized $2,247,000 in gains on sales of securities during 2021 compared with $4,081,000 during 2020 and $1,248,000 during 2019. The sales of $706,000securities in all periods were done as part of shifts in the allocations within the securities portfolio.
NON-INTEREST EXPENSE
During 2021, non-interest expense totaled $124,007,000, an increase of $6,884,000, or 6%, compared with 2020. The year ended December 31, 2021 included non-recurring expenses totaling $4,100,000 related to the sale of approximately $90.3 million of securities. During 2017, the Company realized net gains on the sale of securities of $596,000Company’s previously discussed operating optimization plan, $3,050,000 related to a previously disclosed litigation reserve, and $735,000 of transaction-related expenses for the saleacquisition of
approximately $48.3 million Citizens Union Bancorp of securities.Shelbyville, Inc., which was completed on January 1, 2022. During 2016, the Company realized net gains on the sale of securities of $1,979,000 related to the sale of approximately $163.1 million of securities.
NON-INTEREST EXPENSE
During 2018,2020, non-interest expense increasedtotaled $117,123,000, an increase of $15,750,000,$2,961,000, or 20%3%, compared with 2017. 2018 included operating expenses related to the branch acquisition completed during the second quarter of 2018 as well as operating expenses related to the bank acquisition completed early in the fourth quarter of 2018. 2018 also included acquisition-related expenses of a non-recurring nature of approximately $4,592,000 related to the aforementioned merger and acquisition activity. During 2017, non-interest expense increased $1,216,000, or 2%, compared with 2016.2019.
|
| | | | | | | | | | | | | | | | | | |
Non-interest Expense (dollars in thousands) | | Years Ended December 31, | | % Change From Prior Year |
| | 2018 | | 2017 | | 2016 | | 2018 | | 2017 |
Salaries and Employee Benefits | | $ | 51,306 |
| | $ | 46,642 |
| | $ | 43,961 |
| | 10 | % | | 6 | % |
Occupancy, Furniture and Equipment Expense | | 10,877 |
| | 9,230 |
| | 8,558 |
| | 18 |
| | 8 |
|
FDIC Premiums | | 1,033 |
| | 954 |
| | 1,151 |
| | 8 |
| | (17 | ) |
Data Processing Fees | | 6,942 |
| | 4,276 |
| | 5,686 |
| | 62 |
| | (25 | ) |
Professional Fees | | 5,362 |
| | 2,817 |
| | 3,672 |
| | 90 |
| | (23 | ) |
Advertising and Promotion | | 3,492 |
| | 3,543 |
| | 2,657 |
| | (1 | ) | | 33 |
|
Intangible Amortization | | 1,752 |
| | 942 |
| | 1,062 |
| | 86 |
| | (11 | ) |
Other Operating Expenses | | 12,789 |
| | 9,399 |
| | 9,840 |
| | 36 |
| | (4 | ) |
TOTAL NON-INTEREST EXPENSE | | $ | 93,553 |
| | $ | 77,803 |
| | $ | 76,587 |
| | 20 |
| | 2 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-interest Expense (dollars in thousands) | | Years Ended December 31, | | % Change From Prior Year |
| | 2021 | | 2020 | | 2019 | | 2020 | | 2019 |
Salaries and Employee Benefits | | $ | 68,570 | | | $ | 68,112 | | | $ | 63,885 | | | 1 | % | | 7 | % |
Occupancy, Furniture and Equipment Expense | | 14,831 | | | 14,024 | | | 13,776 | | | 6 | | | 2 | |
FDIC Premiums | | 1,419 | | | 740 | | | 533 | | | 92 | | | 39 | |
Data Processing Fees | | 7,611 | | | 6,889 | | | 7,927 | | | 10 | | | (13) | |
Professional Fees | | 5,009 | | | 3,998 | | | 4,674 | | | 25 | | | (14) | |
Advertising and Promotion | | 4,197 | | | 3,589 | | | 4,230 | | | 17 | | | (15) | |
Intangible Amortization | | 2,731 | | | 3,539 | | | 3,721 | | | (23) | | | (5) | |
Other Operating Expenses | | 19,639 | | | 16,232 | | | 15,416 | | | 21 | | | 5 | |
TOTAL NON-INTEREST EXPENSE | | $ | 124,007 | | | $ | 117,123 | | | $ | 114,162 | | | 6 | | | 3 | |
Salaries and benefits were relatively stable during 2021 compared with 2020 increasing by $458,000, or less than 1%. Salaries and benefits increased $4,664,000,$4,227,000, or 10%7%, during 20182020 compared with 2017.2019. The increase in salaries and benefits during 20182020 compared with 20172019 was primarilylargely attributable to an increased number of full-time equivalent employees due in part to the acquisition transactions during 2018. Salaries and benefits increased $2,681,000, or 6%, during 2017 compared with the 2016. The increase in 2017 compared with 2016 was primarily attributable to acquisition activity during 2016 combined with an increased number of full-time equivalent employees and higher levels of employee benefit costs including health insurance costs.2020.
Occupancy, furniture and equipment expense increased $1,647,000,$807,000, or 18%6%, during 20182021 compared with 2017.2020. The increase during 2018 compared to 20172021 was primarily due to lease termination costs associated with the Company’s operating costs related to the acquisition activityoptimization plan that totaled approximately $1,411,000 during 2018 as well as other facilities the Company has placed into service over the past several quarters.2021. Occupancy, furniture and equipment expense increased $672,000,$248,000, or 8%2%, in 2017during 2020 compared with 2016. This2019.
FDIC premiums increased $679,000, or 92%, during 2021 compared with 2020 and increased $207,000, or 39%, during 2020 compared with 2019. The increase during 2021 compared with 2020 was largely related to capital investments intocredits received from the Company's branch networkFDIC during 2020. There were no credits received during 2021 and a lower level of credits in 2020 compared with 2019. The credits received in 2020 and prior years were due to the acquisition activity during 2016.reserve ratio of the deposit insurance fund exceeding the FDIC targeted levels.
Data processing fees increased $2,666,000,$722,000, or 62%10%, during 20182021 compared to 2017.with 2020. The increase was related to various software costs including expenses related to the PPP loan program as well as increased data processing fees for the branch sales during 2021. Data processing fees declined $1,038,000, or 13%, during 2020 compared with 2019. The decline in data processing fees during 2020 compared with 2019 was largely due to acquisition related costs during 2019.
Professional fees increased $1,011,000, or 25%, during 2021 compared with 2020. The increase during 2021 compared with 2020 was largely attributable to professional fees associated with the acquisition of CUB and an increase in legal fees related to non-acquisition related legal matters. Professional fees declined $676,000, or 14%, during 2020 compared with 2019. The decline in professional fees during 2020 compared with 2019 was largely related to costs associated withhigher levels of merger and acquisition activities which totaled approximately $2,002,000 during 2018. Data processing fees declined $1,410,000, or 25%, in 2017 compared with 2016. The decline during 2017 compared with 2016 was primarily due to expenses totaling $1,288,000 related to the consolidation of various data processing and information systems that were incurred for the acquisition completed during 2016.
Professional fees increased $2,545,000, or 90%, during 2018 compared with 2017. The increase was primarily due to professional fees related to merger and acquisition activities which totaled $1,738,000 during 2018. Professional fees during 2018 also included approximately $930,000 in fees related to certain contract negotiations not related to the acquisition activity. Professional fees declined $855,000, or 23%, in 2017 compared with 2016. The decline during 2017 compared with 2016 was attributable to expenses totaling $770,000 associated with the acquisition completed during 2016.2019.
Advertising and promotion declined $51,000,expense increased $608,000, or 1%17%, in 2018during 2021 compared with 2017. Advertising and promotion increased $886,000, or 33%, in 2017 compared with 2016.2020. The primary driver of the increase in advertising and promotion during 20172021 was a contribution expense of $773,000 relatedattributable to the donation of a former branch facilitybuilding and accompanying real estate to a local municipality in one of the Company'sCompany’s market areas.
Intangible amortization increased $810,000, The estimated fair value of the property was approximately $800,000 which resulted in the increase in the contribution expense during 2021. Advertising and promotion expense declined $641,000, or 86%15%, during 20182020 compared with 2017.2019. The increase in intangible amortizationdecline during 2020 was largely attributable to lesser marketing and sponsorship expenditures impacted by the previously discussed acquisition transactions completed during 2018. Intangible amortization decreased $120,000, or 11%, during 2017 compared with 2016.COVID-19 pandemic.
Other operating expenses increased $3,390,000,$3,407,000, or 36%21%, during 20182021 compared with 2017.2020 and increased $816,000, or 5% during 2020 compared with 2019. The increase during 20182021 was largelyprimarily attributable to the operatingestablishment of a settlement reserve for a lawsuit challenging the Company’s checking account practices associated with its assessment of overdraft fees for
certain debit card transactions. Like many other financial institutions, the Company has been the subject of an overdraft fee related putative class action lawsuit since the third quarter of 2020. This type of litigation is often time consuming and expensive to defend. In order to avoid further costs associated with this type of litigation, the Company determined it was in its best interest to pursue a settlement of this lawsuit during the third quarter of 2021 and therefore accrued a $3,050,000 settlement reserve. On October 21, 2021, the Company executed a settlement agreement for payment of that amount in connection with this lawsuit which remains subject to court approval. In addition, the Company recognized $1,276,000 of charges related to the acquisitions completed in 2018 and to the adoptionvarious fixed asset write-downs as a part of the revenue recognitionCompany’s operating optimization plans announced in March 2021.
standard effective January 1, 2018 and the reclassification of expenses as previously discussed. The reclassification of this expense for 2018 totaled $1,244,000. Other operating expenses declined $441,000, or 4%, during 2017 compared with 2016.
PROVISION FOR INCOME TAXES
The Company records a provision for current income taxes payable, along with a provision for deferred taxes payable in the future. Deferred taxes arise from temporary differences, which are items recorded for financial statement purposes in a different period than for income tax returns. The Company’s effective tax rate was 17.0%18.1%, 22.1%17.1%, and 28.4%16.9%, respectively, in 2018, 2017,2021, 2020, and 2016.2019. The effective tax rate in all periods is lower than the blended statutory rate. The lower effective rate in all periods primarily resulted from the Company’s tax-exempt investment income on securities, loans, and company owned life insurance, income tax credits generated by investments in affordable housing projects, and income generated by subsidiaries domiciled in a state with no state or local income tax.
The Company's effective tax rate and provision for income tax was positively impacted during 2018 by the reduction of federal income tax rates from a statutory rate of 35% to 21% effective January 1, 2018 related to the enactment of the Tax Act during the fourth quarter of 2017. As a result of the enactment of the Tax Act, the Company revalued its its deferred tax assets and deferred tax liabilities during the fourth quarter of 2017 which resulted in a net tax benefit of $2,284,000 and consequently impacted the effective tax rate for 2017 as well.
See Note 10 to the Company’s consolidated financial statements included in Item 8 of this Report for additional details relative to the Company’s income tax provision.
CAPITAL RESOURCES
As of December 31, 2018,2021, shareholders’ equity increased by $94.1$43.8 million to $458.6$668.5 million compared with $364.5$624.7 million at year-end 2017.2020. The increase in shareholders' equity was largely attributable to increased retained earnings of $61.9 million due to net income of $84.1 million during 2021 which was partially offset by the issuancepayment of $22.2 million in shareholder dividends. Partially mitigating the increase in retained earnings was a decline in accumulated other comprehensive income of $19.9 million related to the decrease in value of the Company's common shares inavailable-for-sale securities portfolio.
the acquisition of First Security. Approximately 1,988,000 shares were issued to First Security shareholders resulting in an increase to shareholders' equity of $64.7 million. The increase in shareholders' equity was also attributable to an increase of $32.5 million in retained earnings.
Shareholders’ equity represented 11.7%11.9% of total assets at December 31, 20182021 and 11.6%12.6% of total assets at December 31, 2017.2020. Shareholders’ equity included $113.6$127.6 million of goodwill and other intangible assets at December 31, 20182021 compared to $56.2$130.9 million of goodwill and other intangible assets at December 31, 2017.2020.
On January 25, 2021, the Company's Board of Directors approved a stock repurchase program for up to 1.0 million of its outstanding common shares. The Company did not repurchase any shares of common stock under the repurchase plan during 2021.
On January 31, 2022, the Company’s Board of Directors terminated the 2021 repurchase program and approved a new plan to repurchase up to 1.0 million shares of the Company’s outstanding common stock. On a share basis, the amount of common stock subject to the new repurchase plan represented approximately 3% of the Company’s outstanding shares on the date it was approved, which was inclusive of the approximately 2.9 million shares issued in conjunction with the CUB acquisition. The Company is not obligated to purchase any shares under the plan, and the plan may be discontinued at any time. The actual timing, number and share price of shares purchased under the repurchase plan will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market and economic conditions and applicable legal requirements. The Company has not repurchased any shares of common stock under the 2022 repurchase plan.
Federal banking regulations provide guidelines for determining the capital adequacy of bank holding companies and banks. These guidelines provide for a more narrow definition of core capital and assign a measure of risk to the various categories of assets. The Company is required to maintain minimum levels of capital in proportion to total risk-weighted assets and off-balance sheet exposures.
AsThe current risk-based capital rules, as adopted by federal banking regulators, are based upon guidelines developed by the Basel Committee on Banking Supervision and reflect various requirements of January 1, 2015, the Company and its subsidiary bank adopted the newDodd-Frank Act (the “Basel III Rules”). The Basel III regulatory capital framework. The adoptionRules require banking organizations to, among other things, maintain a minimum ratio of this new framework modified the regulatory capital calculations,Total Capital to risk-weighted assets, a minimum capital levels and well-capitalized thresholds and added the new Commonratio of Tier 1 Capital to risk-weighted assets, a minimum ratio of “Common Equity Tier 1 capital ratio. Additionally,Capital” to risk-weighted assets, and a minimum leverage ratio (calculated as the ratio of Tier 1 Capital to adjusted average consolidated assets). In addition, under the new rules,Basel III Rules, in order to avoid limitations on capital distributions, including dividend payments, the Company is required to maintain a 2.5% capital conservation buffer above the adequately capitalized regulatory capital ratios. The capital conservation buffer was phased in from 0.00% in 2015 to 2.50% effective January 1, 2019. For December 31, 2018, the capital conservation buffer was 1.875%.
At December 31, 2018,2021, the capital levels for the Company and its subsidiary bank remained well in excess of of the minimum amounts needed for capital adequacy purposes and the Bank'sBank’s capital levels met the necessary requirements to be considered well-capitalized.
The table below presents the Company’s consolidated and the subsidiary bank's capital ratios under regulatory guidelines:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 12/31/2021 Ratio | | 12/31/2020 Ratio | | Minimum for Capital Adequacy Purposes ⁽¹⁾ | | Well-Capitalized Guidelines |
Total Capital (to Risk Weighted Assets) | | | | | | | | |
Consolidated | | 16.20 | % | | 15.86 | % | | 8.00 | % | | N/A |
Bank | | 13.36 | | | 14.00 | | | 8.00 | | | 10.00 | % |
Tier 1 (Core) Capital (to Risk Weighted Assets) | | | | | | | | |
Consolidated | | 14.61 | % | | 13.93 | % | | 6.00 | % | | N/A |
Bank | | 12.83 | | | 13.21 | | | 6.00 | | | 8.00 | % |
Common Tier 1 (CET 1) Capital Ratio (to Risk Weighted Assets) | | | | | | | | |
Consolidated | | 14.18 | % | | 13.48 | % | | 4.50 | % | | N/A |
Bank | | 12.83 | | | 13.21 | | | 4.50 | | | 6.50 | % |
Tier 1 Capital (to Average Assets) | | | | | | | | |
Consolidated | | 10.10 | % | | 10.07 | % | | 4.00 | % | | N/A |
Bank | | 8.88 | | | 9.56 | | | 4.00 | | | 5.00 | % |
|
| | | | | | | | | | | | |
| | 12/31/2018 Ratio | | 12/31/2017 Ratio | | Minimum for Capital Adequacy Purposes (1) | | Well-Capitalized Guidelines |
Total Capital (to Risk Weighted Assets) | | | | | | | | |
Consolidated | | 12.36 | % | | 13.62 | % | | 8.00 | % | | N/A |
|
Bank | | 12.37 |
| | 12.29 |
| | 8.00 |
| | 10.00 | % |
Tier 1 (Core) Capital (to Risk Weighted Assets) | | | | | | | | |
Consolidated | | 11.85 | % | | 12.99 | % | | 6.00 | % | | N/A |
|
Bank | | 11.86 |
| | 11.66 |
| | 6.00 |
| | 8.00 | % |
Common Equity Tier 1 (CET 1) Capital Ratio (to Risk Weighted Assets) | | | | | | | | |
Consolidated | | 11.48 | % | | 12.55 | % | | 4.50 | % | | N/A |
|
Bank | | 11.86 |
| | 11.66 |
| | 4.50 |
| | 6.50 | % |
Tier 1 Capital (to Average Assets) | | | | | | | | |
Consolidated | | 9.75 | % | | 10.71 | % | | 4.00 | % | | N/A |
|
Bank | | 9.78 |
| | 9.63 |
| | 4.00 |
| | 5.00 | % |
(1) Excludes capital conservation buffer.
UnderIn December 2018, the thefederal banking regulators approved a final rules provided for by Basel III, accumulated other comprehensive income ("AOCI") wasrule to be included in aaddress changes to credit loss accounting under GAAP, including banking organization's Common Equity Tier 1 capital.organizations’ implementation of CECL. The final rules allowed community banksrule provides banking organizations the option to makephase in over a one-time election not to includethree-year period the additional components of AOCI inday-one adverse effects on regulatory capital that may result from the adoption of the new accounting standard. On March 27, 2020, in an action related to the CARES Act, the federal banking regulators announced an interim final rule to delay the estimated impact on regulatory capital stemming from the implementation of CECL. The interim final rule, which was finalized effective September 30, 2020, maintains the three-year transition option in the previous rule and instead useprovides banks the existing treatment underoption to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the general risk-basedincurred loss methodology’s effect on regulatory capital, rules that excludes most AOCI components from regulatory capital.followed by a three-year transition period (five-year transition option). The Company elected to adopt the five-year transition option and, as a result, began the required three-year phase-in by reflecting 25% of the previously deferred estimated capital impact of CECL in its March 31, 2015 regulatory filings (Call Report and FR Y-9), to opt-out and continue the existing treatment of AOCI for regulatory capital purposes.effective January 1, 2022. An additional 25% is to be phased in at the beginning of each subsequent year until fully phased in by January 1, 2025. Under the five-year transition option, the amount of adjustments to regulatory capital that could be deferred until the phase-in period began included both the initial impact of our adoption of CECL at January 1, 2020 and 25% of subsequent changes in our allowance for credit losses during each quarter of the two-year period ended December 31, 2021.
On April 9, 2020, federal banking regulators issued an interim final rule to modify the Basel III regulatory capital rules applicable to banking organizations to allow those organizations participating in the PPP to neutralize the regulatory capital effects of participating in the program. Specifically, the agencies have clarified that banking organizations, including the Company and the Bank, are permitted to assign a zero percent risk weight to PPP loans for purposes of determining risk-weighted assets and risk-based capital ratios.
USES OF FUNDS
LOANS
December 31, 20182021 total loans declined $84.1 million, or 3%, compared with December 31, 2020. The decline in total loans at December 31, 2021 compared to year-end 2020 was primarily due to a decrease in PPP loans. PPP loans, net of deferred fees, totaled $19.5 million ($20.3 million principal balance and $0.8 million of remaining net deferred fees) at December 31, 2021 compared with $182.0 million at December 31, 2020.
Excluding PPP loans, total loans increased $586.7$86.8 million, or 3%, at December 31, 2021 compared with year-end 2017. As of December 31, 2018, outstanding2020. Commercial and industrial loans from the First Security transaction, which closed in October 2018, totaled $374.5 million. At December 31, 2018, theincreased approximately $18.5 million, or 4%, during 2021 compared with year-end 2020, commercial real estate loans acquired as a part of the branch acquisition, which closed in May 2018, totaled $106.0 million.
Total loans from the Company's existing branch network, excluding the acquired First Security loans and the loans acquired in the branch acquisition, grew by approximately $106.2increased $69.5 million, or 5%, at year-end 2018and agricultural loans declined $17.9 million, or 5% (excluding PPP loans). At December 31, 2021, as compared with year-end 2017 total loans. Included in this 2018 loan growth, excluding First Security and the branch acquisition, was an increase of approximately $16.12020, retail loans increased $16.7 million, or 3%, in commercial and industrial loans, an increase of $56.8 million, or 6%, in commercial real estate loans, an increase of $22.0 million, or 7%, in agricultural loans, and an increase of $11.3 million, or 3%, in retail loans. The level of organic loan growth in the last half of 2018 from the Company’s existing branch network was impacted by an increased level of large balance pay-offs (approximately $52.0 million), which were largely driven by borrowers’ sales of individual properties and businesses..
December 31, 20172020 total loans outstanding increased $151.6$10.0 million, or 8%less than 1%, from year-end 2016.compared with December 31, 2019. The increase in loans during 20172020 compared with year-end 2019 was from virtually all categories withprimarily the exception of residential mortgageresult in the Company’s participation in the PPP. Excluding the $182.0 million in PPP loans which experienced a modest decline. This growth came from across the Company's entire Southern Indiana market area. Commercial and industrialat December 31, 2020, total loans increased $29.3declined by $172.0 million, or 6%, during 2020 compared with year-end 2019. The decline in total loans, excluding the PPP loans, was impacted by elevated pay-offs within the commercial real estate loans increased $70.6 million, or 8%, agricultural loans increased $30.1 million, or 10%, consumer loans increased $26.2 million, or 14%,loan portfolio, reduced line utilization within the commercial loan portfolio partially attributable to the PPP loan originations during 2020, and continued pay-downs in the Company's residential mortgage loans decreased $4.6 million, or 2%.and home equity loan portfolios related to a low interest rate environment.
The composition of the loan portfolio has remained relatively stable and diversified over the past several years, including 2018.2021. The portfolio is most heavily concentrated in commercial real estate loans at 44%51% of the portfolio. The Company’s exposure to non-owner occupiedportfolio and commercial real estate, including multi-family housing, was limited to 31%and industrial loans at 18% of the total loan portfolio, and agricultural loans at year-end 2018.12% of the portfolio. The Company’s commercial lending is extended to various industries, including multi-family housing and hotel,lodging, agribusiness and manufacturing, as well as health care, wholesale, and retail services. The Company also continues to have only limited exposure in construction and development lending with this segment representing approximately 5% of the total loan portfolio.
| | Loan Portfolio | | December 31, | Loan Portfolio | | December 31, |
(dollars in thousands) | | 2018 | | 2017 | | 2016 | | 2015 | | 2014 | (dollars in thousands) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 |
Commercial and Industrial Loans and Leases | | $ | 543,761 |
| | $ | 486,668 |
| | $ | 457,372 |
| | $ | 418,154 |
| | $ | 380,079 |
| Commercial and Industrial Loans and Leases | | $ | 548,350 | | | $ | 694,437 | | | $ | 589,758 | | | $ | 543,761 | | | $ | 486,668 | |
Commercial Real Estate Loans | | 1,208,646 |
| | 926,729 |
| | 856,094 |
| | 618,788 |
| | 583,086 |
| Commercial Real Estate Loans | | 1,530,677 | | | 1,467,397 | | | 1,495,862 | | | 1,208,646 | | | 926,729 | |
Agricultural Loans | | 365,208 |
| | 333,227 |
| | 303,128 |
| | 246,886 |
| | 216,774 |
| Agricultural Loans | | 358,150 | | | 376,186 | | | 384,526 | | | 365,208 | | | 333,227 | |
Home Equity and Consumer Loans | | 285,534 |
| | 219,662 |
| | 193,520 |
| | 147,931 |
| | 134,847 |
| Home Equity and Consumer Loans | | 307,184 | | | 297,702 | | | 306,972 | | | 285,534 | | | 219,662 | |
Residential Mortgage Loans | | 328,592 |
| | 178,733 |
| | 183,290 |
| | 136,316 |
| | 137,204 |
| Residential Mortgage Loans | | 263,565 | | | 256,276 | | | 304,855 | | | 328,592 | | | 178,733 | |
Total Loans | | 2,731,741 |
| | 2,145,019 |
| | 1,993,404 |
| | 1,568,075 |
| | 1,451,990 |
| Total Loans | | 3,007,926 | | | 3,091,998 | | | 3,081,973 | | | 2,731,741 | | | 2,145,019 | |
Less: Unearned Income | | (3,682 | ) | | (3,381 | ) | | (3,449 | ) | | (3,728 | ) | | (4,008 | ) | Less: Unearned Income | | (3,662) | | | (3,926) | | | (4,882) | | | (3,682) | | | (3,381) | |
Subtotal | | 2,728,059 |
| | 2,141,638 |
| | 1,989,955 |
| | 1,564,347 |
| | 1,447,982 |
| Subtotal | | 3,004,264 | | | 3,088,072 | | | 3,077,091 | | | 2,728,059 | | | 2,141,638 | |
Less: Allowance for Loan Losses | | (15,823 | ) | | (15,694 | ) | | (14,808 | ) | | (14,438 | ) | | (14,929 | ) | Less: Allowance for Loan Losses | | (37,017) | | | (46,859) | | | (16,278) | | | (15,823) | | | (15,694) | |
Loans, Net | | $ | 2,712,236 |
| | $ | 2,125,944 |
| | $ | 1,975,147 |
| | $ | 1,549,909 |
| | $ | 1,433,053 |
| Loans, Net | | $ | 2,967,247 | | | $ | 3,041,213 | | | $ | 3,060,813 | | | $ | 2,712,236 | | | $ | 2,125,944 | |
| | | | | | | | | | | | | | | | | | | | |
Ratio of Loans to Total Loans | | |
| | |
| | |
| | |
| | |
| Ratio of Loans to Total Loans | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | 20 | % | | 23 | % | | 23 | % | | 27 | % | | 26 | % | Commercial and Industrial Loans and Leases | | 18 | % | | 23 | % | | 19 | % | | 20 | % | | 23 | % |
Commercial Real Estate Loans | | 44 | % | | 43 | % | | 43 | % | | 39 | % | | 40 | % | Commercial Real Estate Loans | | 51 | % | | 47 | % | | 49 | % | | 44 | % | | 43 | % |
Agricultural Loans | | 13 | % | | 16 | % | | 15 | % | | 16 | % | | 15 | % | Agricultural Loans | | 12 | % | | 12 | % | | 12 | % | | 13 | % | | 16 | % |
Home Equity and Consumer Loans | | 11 | % | | 10 | % | | 10 | % | | 9 | % | | 9 | % | Home Equity and Consumer Loans | | 10 | % | | 10 | % | | 10 | % | | 11 | % | | 10 | % |
Residential Mortgage Loans | | 12 | % | | 8 | % | | 9 | % | | 9 | % | | 10 | % | Residential Mortgage Loans | | 9 | % | | 8 | % | | 10 | % | | 12 | % | | 8 | % |
Total Loans | | 100 | % | | 100 | % | | 100 | % | | 100 | % | | 100 | % | Total Loans | | 100 | % | | 100 | % | | 100 | % | | 100 | % | | 100 | % |
The Company’s policy is generally to extend credit to consumer and commercial borrowers in its primary geographic market area in southern Indiana and central and western Kentucky. Commercial extensions of credit outside this market area are generally concentrated in real estate loans within a 120 mile radiusreasonable proximity of the Company’s primary market and are granted on a selective basis.
The following table indicates the amounts of loans (excluding residential mortgages on 1-4 family residences and consumer loans) outstanding as of December 31, 2018,2021, which, based on remaining scheduled repayments of principal, are due in the periods indicated (dollars in thousands).
|
| | | | | | | | | | | | | | | | |
| | Within One Year | | One to Five Years | | After Five Years | | Total |
Commercial and Agricultural | | $ | 695,122 |
| | $ | 1,000,572 |
| | $ | 421,921 |
| | $ | 2,117,615 |
|
|
| | | | | | | | |
| | Interest Sensitivity |
| | Fixed Rate | | Variable Rate |
Loans Maturing After One Year | | $ | 271,522 |
| | $ | 1,150,971 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Within One Year | | One to Five Years | | After Five Years | | Total |
Commercial and Agricultural | | $ | 860,098 | | | $ | 1,243,604 | | | $ | 315,567 | | | $ | 2,419,269 | |
| | | | | | | | | | | | | | |
| | Interest Sensitivity |
| | Fixed Rate | | Variable Rate |
Loans Maturing After One Year | | $ | 412,426 | | | $ | 1,146,745 | |
INVESTMENTS
The investment portfolio is a principal source for funding the Company’s loan growth and other liquidity needs of its subsidiaries. The Company’s securities portfolio primarily consists of money market securities, collateralized and uncollateralized federal agency securities, municipal obligations of state and political subdivisions, and mortgage-backed securities and collateralized mortgage obligations (MBS/CMO - Residential) issued by U.S. government agencies. Money market securities include federal funds sold, interest-bearing balances with banks, and other short-term investments. The composition of the year-end balances in the investment portfolio is presented in Note 2 (Securities) of the Notes to the Consolidated Financial Statements included in Item 8 of this Report and in the table below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment Portfolio, at Amortized Cost | | December 31, |
(dollars in thousands) | | 2021 | | % | | 2020 | | % | | 2019 | | % |
| | | | | | | | | | | | |
Federal Funds Sold and Other Short-term Investments | | $ | 349,717 | | | 16 | % | | $ | 287,776 | | | 20 | % | | $ | 43,913 | | | 5 | % |
Obligations of State and Political Subdivisions | | 896,048 | | | 40 | | | 548,273 | | | 37 | | | 307,943 | | | 35 | |
MBS/CMO - Residential | | 797,693 | | | 36 | | | 535,526 | | | 37 | | | 526,907 | | | 60 | |
US Gov't Sponsored Entities & Agencies | | 175,457 | | | 8 | | | 88,376 | | | 6 | | | — | | | n/m ⁽¹⁾ |
Equity Securities | | 353 | | | n/m ⁽¹⁾ | | 353 | | | n/m ⁽¹⁾ | | 353 | | | n/m ⁽¹⁾ |
Total Securities Portfolio | | $ | 2,219,268 | | | 100 | % | | $ | 1,460,304 | | | 100 | % | | $ | 879,116 | | | 100 | % |
|
| | | | | | | | | | | | | | | | | | | | | |
Investment Portfolio, at Amortized Cost | | December 31, |
(dollars in thousands) | | 2018 | | % | | 2017 | | % | | 2016 | | % |
| | | | | | | | | | | | |
Federal Funds Sold and Other Short-term Investments | | $ | 32,001 |
| | 4 | % | | $ | 23,093 |
| | 3 | % | | $ | 16,349 |
| | 2 | % |
Obligations of State and Political Subdivisions | | 291,449 |
| | 34 |
| | 267,437 |
| | 35 |
| | 247,350 |
| | 34 |
|
MBS/CMO - Residential | | 529,805 |
| | 62 |
| | 476,205 |
| | 62 |
| | 471,852 |
| | 64 |
|
Equity Securities | | 353 |
| | n/m (1) |
| | 353 |
| | n/m (1) |
| | 353 |
| | n/m (1) |
|
Total Securities Portfolio | | $ | 853,608 |
| | 100 | % | | $ | 767,088 |
| | 100 | % | | $ | 735,904 |
| | 100 | % |
(1)n/m = not meaningful
The amortized cost of investment securities, including federal funds sold and short-term investments, increased $86.5$759.0 million, or 11%52%, at year-end 20182021 compared with year-end 20172020 and increased $31.2$581.2 million, or 4%66%, at year-end 20172020 compared with year-end 2016.2019. The increase during 2018over the past two years was largely attributable to the First Security acquisition. The largest componentincreased levels of deposits during both 2021 and 2020 in theaddition to PPP loan forgiveness and repayment activity over those same periods.
The investment portfolio continues to be inrelatively balanced with agency issued mortgage related securities which totaled $529.8and collateralized and uncollateralized federal agency securities, totaling $973.2 million, and represents 62%or 44% of the total securities portfolio at December 31, 2018.2021. The Company’s level of obligations of state and political subdivisions increased to $291.4$896.0 million or 34%40% of the portfolio at December 31, 2018.2021.
| | | | | | | | | | | | | | | | | | | | |
Investment Securities, at Carrying Value | | | | | | |
(dollars in thousands) | | |
| | December 31, |
Securities Available-for-Sale | | 2021 | | 2020 | | 2019 |
Obligations of State and Political Subdivisions | | $ | 925,706 | | | $ | 581,247 | | | $ | 324,300 | |
MBS/CMO - Residential | | 791,950 | | | 548,307 | | | 530,525 | |
US Gov't Sponsored Entities & Agencies | | 171,961 | | | 88,298 | | | — | |
Total Securities | | $ | 1,889,617 | | | $ | 1,217,852 | | | $ | 854,825 | |
|
| | | | | | | | | | | | |
Investment Securities, at Carrying Value | | | | | | |
(dollars in thousands) | | |
| | December 31, |
Securities Available-for-Sale | | 2018 | | 2017 | | 2016 |
Obligations of State and Political Subdivisions | | $ | 294,533 |
| | $ | 273,309 |
| | $ | 247,519 |
|
MBS/CMO - Residential | | 518,078 |
| | 467,332 |
| | 461,914 |
|
Total Securities | | $ | 812,611 |
| | $ | 740,641 |
| | $ | 709,433 |
|
The Company’s $812.6 million$1.890 billion available-for-sale investment portfolio provides an additional funding source for the liquidity needs of the Company’s subsidiaries and for asset/liability management requirements. Although management has the ability to sell these securities if the need arises, their designation as available-for-sale should not necessarily be interpreted as an indication that management anticipates such sales.
The amortized cost of available-for-sale debt securities at December 31, 20182021 is shown in the following table by contractual maturity. MBS/CMO - Residential securities are based on estimated average lives. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations. Equity securities do not have contractual maturities, and are excluded from the table below.
Maturities and Average Yields of Securities at December 31, 20182021
(dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Within One Year | | After One But Within Five Years | | After Five But Within Ten Years | | After Ten Years |
| | Amount | | Yield | | Amount | | Yield | | Amount | | Yield | | Amount | | Yield |
Obligations of State and Political Subdivisions | | $ | 2,806 | | | 4.32 | % | | $ | 18,670 | | | 4.19 | % | | $ | 70,964 | | | 3.86 | % | | $ | 803,608 | | | 2.97 | % |
MBS/CMO - Residential | | — | | | — | | | 785 | | | 3.00 | % | | 25,587 | | | 2.05 | % | | 771,321 | | | 1.59 | % |
US Gov't Sponsored Entities & Agencies | | — | | | — | | | — | | | — | % | | 7,496 | | | 1.01 | % | | 167,961 | | | 1.49 | % |
| | | | | | | | | | | | | | | | |
Total Securities | | $ | 2,806 | | | 4.32 | % | | $ | 19,455 | | | 4.14 | % | | $ | 104,047 | | | 3.21 | % | | $ | 1,742,890 | | | 2.22 | % |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Within One Year | | After One But Within Five Years | | After Five But Within Ten Years | | After Ten Years |
| | Amount |
| | Yield |
| | Amount |
| | Yield |
| | Amount |
| | Yield |
| | Amount |
| | Yield |
|
Obligations of State and Political Subdivisions | | $ | 2,195 |
| | 4.06 | % | | $ | 16,401 |
| | 4.29 | % | | $ | 82,449 |
| | 4.14 | % | | $ | 190,404 |
| | 4.09 | % |
MBS/CMO - Residential | | — |
| | — | % | | 4 |
| | 4.00 | % | | 36,843 |
| | 2.02 | % | | 492,958 |
| | 2.59 | % |
| | | | | | | | | | | | | | | | |
Total Securities | | $ | 2,195 |
| | 4.06 | % | | $ | 16,405 |
| | 4.29 | % | | $ | 119,292 |
| | 3.49 | % | | $ | 683,362 |
| | 3.01 | % |
A tax-equivalent adjustment using a tax rate of 21 percent was used in the above table.
CONTRACTUAL OBLIGATIONS
In addition to the other uses of funds discussed previously, the Company hadhas certain long-term contractual obligations as of December 31, 2018.to make cash payments. These contractual obligations primarily consistedconsist of long-term borrowings withfrom the Federal Home Loan Bank (“FHLB”) and, junior subordinated debentures, time deposits, repurchase agreements, and lease commitments for certain office facilities. Scheduled principal payments on long-term borrowings, time deposits,A summary of these payment obligations is set forth below.
| | | | | | | | | | | | | | | | | | | | |
Contractual and Other Obligations | | Payments Due In |
(dollars in thousands) | | One Year or Less | | Over One Year | | Total |
Deposits without Stated Maturities | | $ | 4,397,217 | | | $ | — | | | $ | 4,397,217 | |
Time Deposits | | 347,099 | | | — | | | 347,099 | |
Federal Home Loan Bank Advances | | — | | | 25,000 | | | 25,000 | |
Other Borrowings (Subordinated Notes and Debentures) | | — | | | 55,804 | | | 55,804 | |
Securities Sold under Repurchase Agreements | | 68,328 | | | — | | | 68,328 | |
Lease Obligations | | 1,735 | | | 10,314 | | | 12,049 | |
Total Contractual and Other Obligations | | $ | 4,814,379 | | | $ | 91,118 | | | $ | 4,905,497 | |
In the normal course of business, the Company makes commitments to extend credit and future minimum lease paymentscommitments to sell loans, which are outlinednot reflected in its consolidated financial statements. For further information about such commitments, see Note 14 (Commitments and Off-balance Sheet Items) in Notes to the table below.Consolidated Financial Statements included in Item 8 of this Report.
|
| | | | | | | | | | | | | | | | | | | | |
Contractual Obligations | | Payments Due By Period |
(dollars in thousands) | | Total | | Less Than 1 Year | | 1-3 Years | | 3-5 Years | | More Than 5 Years |
Long-term Borrowings | | $ | 123,113 |
| | $ | 31,075 |
| | $ | 55,551 |
| | $ | — |
| | $ | 36,487 |
|
Time Deposits | | 588,483 |
| | 383,827 |
| | 176,312 |
| | 28,262 |
| | 82 |
|
Capital Lease Obligations | | 6,585 |
| | 519 |
| | 1,038 |
| | 1,038 |
| | 3,990 |
|
Operating Lease Commitments | | 7,731 |
| | 1,406 |
| | 1,918 |
| | 1,500 |
| | 2,907 |
|
Total Contractual Obligations | | $ | 725,912 |
| | $ | 416,827 |
| | $ | 234,819 |
| | $ | 30,800 |
| | $ | 43,466 |
|
SOURCES OF FUNDS
The Company’s primary source of funding is its base of core customer deposits. Core deposits consist of demand deposits, savings, interest-bearing checking, money market accounts, and certificates of deposit of less than $100,000. Other sources of funds are certificates of deposit of $100,000 or more, brokered deposits, overnight borrowings from other financial institutions and securities sold under agreement to repurchase. The membership of the Company’s affiliate bank in the Federal Home Loan Bank System provides a significant additional source for both long and short-term collateralized borrowings. In addition, the Company, as a separate and distinct corporation from its bank and other subsidiaries, also has the ability to borrow funds from other financial institutions and to raise debt or equity capital from the capital markets and other sources. The following pages contain a discussion of changes in these areas.
The table below illustrates changes between years in the average balances of all funding sources:
|
| | | | | | | | | | | | | | | | | | |
Funding Sources - Average Balances (dollars in thousands) | | December 31, | | % Change From Prior Year |
| | 2018 | | 2017 | | 2016 | | 2018 | | 2017 |
Demand Deposits | | |
| | |
| | |
| | |
| | |
|
Non-interest-bearing | | $ | 640,865 |
| | $ | 572,356 |
| | $ | 513,199 |
| | 12 | % | | 12 | % |
Interest-bearing | | 969,922 |
| | 836,262 |
| | 755,775 |
| | 16 |
| | 11 |
|
Savings Deposits | | 254,581 |
| | 233,056 |
| | 215,032 |
| | 9 |
| | 8 |
|
Money Market Accounts | | 392,055 |
| | 373,156 |
| | 351,786 |
| | 5 |
| | 6 |
|
Other Time Deposits | | 206,864 |
| | 204,371 |
| | 219,408 |
| | 1 |
| | (7 | ) |
Total Core Deposits | | 2,464,287 |
| | 2,219,201 |
| | 2,055,200 |
| | 11 |
| | 8 |
|
Certificates of Deposits of $100,000 or more and Brokered Deposits | | 252,425 |
| | 175,945 |
| | 194,692 |
| | 43 |
| | (10 | ) |
FHLB Advances and Other Borrowings | | 257,737 |
| | 233,315 |
| | 242,483 |
| | 10 |
| | (4 | ) |
Total Funding Sources | | $ | 2,974,449 |
| | $ | 2,628,461 |
| | $ | 2,492,375 |
| | 13 |
| | 5 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Funding Sources - Average Balances (dollars in thousands) | | December 31, | | % Change From Prior Year |
| | 2021 | | 2020 | | 2019 | | 2021 | | 2020 |
Demand Deposits | | | | | | | | | | |
Non-interest-bearing | | $ | 1,378,647 | | | $ | 1,070,284 | | | $ | 761,515 | | | 29 | % | | 41 | % |
Interest-bearing | | 1,595,579 | | | 1,309,998 | | | 1,128,457 | | | 22 | | | 16 | |
Savings Deposits | | 460,945 | | | 358,389 | | | 293,044 | | | 29 | | | 22 | |
Money Market Accounts | | 645,747 | | | 553,794 | | | 440,116 | | | 17 | | | 26 | |
Other Time Deposits | | 226,419 | | | 288,762 | | | 285,208 | | | (22) | | | 1 | |
Total Core Deposits | | 4,307,337 | | | 3,581,227 | | | 2,908,340 | | | 20 | | | 23 | |
Certificates of Deposits of $100,000 or more and Brokered Deposits | | 186,516 | | | 279,170 | | | 385,594 | | | (33) | | | (28) | |
FHLB Advances and Other Borrowings | | 186,750 | | | 221,832 | | | 279,675 | | | (16) | | | (21) | |
Total Funding Sources | | $ | 4,680,603 | | | $ | 4,082,229 | | | $ | 3,573,609 | | | 15 | | | 14 | |
Maturities of certificates of deposit of $100,000 or more and brokered deposits are summarized as follows:
(dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3 Months Or Less | | 3 - 6 Months | | 6 - 12 Months | | Over 12 Months | | Total |
December 31, 2021 | | $ | 47,577 | | | $ | 34,927 | | | $ | 39,941 | | | $ | 22,971 | | | $ | 145,416 | |
|
| | | | | | | | | | | | | | | | | | | | |
| | 3 Months Or Less | | 3 Thru 6 Months | | 6 Thru 12 Months | | Over 12 Months | | Total |
December 31, 2018 | | $ | 71,380 |
| | $ | 34,866 |
| | $ | 56,928 |
| | $ | 176,001 |
| | $ | 339,175 |
|
CORE DEPOSITS
The Company’s overall level of average core deposits increased approximately $245.1$726.1 million, or 11%20%, during 2017 following a $164.0 million, or 8%, increase during 2017.2021 compared with 2020. During 2018,2021, average demand deposits (non-interest bearing and interest bearing) increased $202.2$593.9 million, average savings deposits increased $21.5$102.6 million, average money market demand deposits increased $18.9$92.0 million and average time deposits under $100,000 increased $2.5declined $62.3 million. The acquisition activity which occurred during the second quarter of 2018 and fourth quarter of 2018 was a significant contributor to the increasedCompany’s overall level of average core deposits increased approximately $672.9 million, or 23%, during 20182020 compared with 2017.2019. The increase in total average core deposits during 2021 following the increase in 2020 was largely impacted by general inflows of customers deposits generally related to the COVID-19 pandemic, participation in the PPP, stimulus payments provided by the federal government, and an increase in public funds.
The Company’s ability to attract core deposits continues to be influenced by competition and the interest rate environment, as well as the availability of alternative investment products. Core deposits continue to represent a significant funding source for the Company’s operations and represented 83%92% of average total funding sources during 20182021 compared with 84%88% during 20172020 and 82%81% during 2016.2019.
Demand, savings, and money market deposits have provided a growing source of funding for the Company in each of the periods reported. Average demand, savings, and money market deposits increased 12%24% during 20182021 following 10%26% growth during 2017.2020. Average demand, savings, and money market deposits totaled $2.257$4.080 billion or 95% of core deposits (87% of total funding sources) in 2021 compared with $3.292 billion or 92% of core deposits (76%(81% of total funding sources) in 2018 compared with $2.0152020 and $2.623 billion or 91%90% of core deposits (77%(73% of total funding sources) in 2017 and $1.836 billion or 89% of core deposits (74% of total funding sources) in 2016.2019.
Other time deposits consist of certificates of deposits in denominations of less than $100,000. These average deposits increaseddeclined by 22% during 2021 following an increase of 1% during 2018 following a decline of 7% during 2017.2020. Other time deposits comprised 8%5% of core deposits in 2018, 9%2021, 8% in 20172020 and 11%10% in 2016.2019.
OTHER FUNDING SOURCES
Federal Home Loan Bank advances and other borrowings represent the Company’s most significant source of other funding. Average borrowed funds increased $24.4 million, or 10%, during 2018 following a decline of $9.2 million, or 4%, during 2017. Borrowings comprised approximately 9% of average total funding sources during 2018 compared with 9% in 2017 and 10% in 2016.
Certificates of deposits in denominations of $100,000 or more and brokered deposits are an additional source of other funding for the Company’s bank subsidiary. Large denomination certificates and brokered deposits increased $76.5declined $92.7 million, or 43%33%, during 20182021 following a decline of $18.7$106.4 million, or 10%28% during 2017.2020. Large certificates and brokered deposits comprised approximately 8%4% of average total funding sources in 20182021 compared with 7% in 20172020 and 8%11% in 2016.2019. This type of funding is used as both long-term and short-term funding sources.
Federal Home Loan Bank advances and other borrowings represent an important source of other funding for the Company. Average borrowed funds declined $35.1 million, or 16%, during 2021 following a decline of $57.8 million, or 21%, during
2020. Borrowings comprised approximately 4% of average total funding sources during 2021 compared with 5% in 2020 and 8% in 2019.
The bank subsidiary of the Company also utilizes short-term funding sources from time to time. These sources consist of overnight federal funds purchased from other financial institutions, secured repurchase agreements that generally mature within one day of the transaction date, and secured overnight variable rate borrowings from the FHLB. These borrowings represent an important source of short-term liquidity for the Company’s bank subsidiary. Long-term debt at the Company’s bank subsidiary is in the form of FHLB advances, which are secured by the pledge of certain investment securities, residential and housing-related mortgage loans, and certain other commercial real estate loans. See Note 7 (FHLB Advances and Other Borrowings) of the Notes to the Consolidated Financial Statements included in Item 8 of this Report for further information regarding borrowed funds.
PARENT COMPANY FUNDING SOURCES
The parent company is a corporation separate and distinct from its bank and other subsidiaries. For information regarding the financial condition, result of operations, and cash flows of the Company, presented on a parent-company-only basis, see Note 17 (Parent Company Financial Statements) of the Notes to the Consolidated Financial Statements included in Item 8 of this Report.
The Company uses funds at the parent company level to pay dividends to its shareholders, to acquire or make other investments in other businesses or their securities or assets, to repurchase its stock from time to time, and for other general corporate purposes. The parent company does not have access to the deposits and certain other sources of funds that are available to its bank subsidiary to support its operations. Instead, the parent company has historically derived most of its revenues from dividends paid to the parent company by its bank subsidiary. The Company’s banking subsidiary is subject to statutory restrictions on its ability to pay dividends to the parent company. See Note 8 (Shareholders’ Equity) of the Notes to the Consolidated Financial Statements included in Item 8 of this Report, which is incorporated herein by reference. The parent company has in recent years supplemented the dividends received from its subsidiaries with borrowings, which are discussed in detail below.
On October 11, 2018,June 25, 2019, the Company entered into a Loan Agreement withsold and issued $40.0 million in aggregate principal amount of its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “Notes”). The Company used the proceeds from the offering to pay $15.0 million of the approximately $15.5 million of cash consideration upon closing of the Citizens First Corporation merger and the remaining balance to repay the Company’s $25.0 million term loan from U.S. Bank National Association providingdated October 11, 2018.
The Notes have a ten-year term, from and including the Company withdate of issuance to but excluding June 30, 2024, and will bear interest at a term loanfixed annual rate of 4.50%, payable semi-annually in arrears. From and including June 30, 2024 to but excluding the maturity date or early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then-current three-month LIBOR (provided, however, that in the principal amount of $25,000,000 (the “Term Loan”), and with a revolving credit loan in the principal amount of up to $15,000,000 (the “Revolving Credit Loan” and, collectively with the Term Loan, the “Loans”). The Term Loan was advanced in its entirety on October 11, 2018, for purposes of funding a portion of the cash payment requiredevent three-month LIBOR is less than zero, three-month LIBOR shall be deemed to be paidzero) plus 268 basis points, payable quarterly in arrears. The Notes are redeemable, in whole or in part, on June 30, 2024, on any scheduled interest payment date thereafter and at any time upon the occurrence of certain events. The Purchase Agreement contains certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand.
The Notes were issued under an Indenture, dated June 25, 2019, by and between the Company and U.S. Bank National Association, as trustee. The Notes are not subject to any sinking fund and are not convertible into or exchangeable for any other securities or assets of the Company or any of its subsidiaries. The Notes are not subject to redemption at the option of the holder. The Notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Notes rank junior in connection withright to payment to the First Security acquisition, which closed effective October 15, 2018.Company’s current and future senior indebtedness. The Revolving Credit LoanNotes are intended to qualify as Tier 2 capital for regulatory capital purposes for the Company.
At year-end 2021, the Company had available to it a $15 million revolving line of credit facility that will be usedmature on September 26, 2022. Borrowings are available for general corporate needs, operating expenditures andworking capital injections incurredpurposes. Interest is payable quarterly at a floating rate based upon one-month LIBOR plus a margin payable in respect of any principal amounts advanced under the ordinary courserevolving line of business.
The Term Loan,credit. There was no outstanding balance as evidenced by a term loan promissory note (the “Term Note”), bears interest at an annual rate of 5.24%. The Revolving Credit Loan, as evidenced by a revolving credit promissory note (the “Revolving Credit Note”), bears interest at an
annual rate equal to 1.75% plus the greater of (a) zero percent (0.00%) or (b) the one month LIBOR rate in effect two New York banking days prior to the beginning of each calendar month, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation, as reset each month.
The Company will pay quarterly payments of accrued interest on the Loans which began on December 31, 2018. The balance of all outstanding principal and accrued interest under the Term Note will become due and payable on September 30, 2021. The balance of all outstanding principal and accrued interest under the Revolving Credit Note will become due and payable on September 30, 2019. As of the date hereof, there have been no borrowings under the Revolving Credit Note.
Effective January 1, 2011, and as a result of the acquisition of American Community Bancorp, Inc., the Company assumed long-term debt obligations of American Community in the form of two junior subordinated debentures issued by American Community in the aggregate unpaid principal amount of approximately $8.3 million. Effective March 1, 2016, and as a result of the acquisition of River Valley Bancorp, the Company assumed long-term debt obligations of River Valley in the form of a junior subordinated debenture issued by River Valley in the aggregate unpaid principal amount of approximately $7.2 million.
Effective July 1, 2019, and as a result of the acquisition of Citizens First Bancorp, the Company assumed long-term debt obligations of Citizens First in the form of a junior subordinated debenture issued by Citizens First in the aggregate unpaid principal amount of approximately $5.2 million.
The junior subordinated debentures were issued to certain statutory trusts established by River Valley, American Community, and River ValleyCitizens First (in support of related issuances of trust preferred securities issued by those trusts) and mature in installments of principal payable in 2033, 2035 and 2033,2037, respectively, and bear interest payable on a quarterly basis at a floating rate, adjustable quarterly based on the 90-daythree-month LIBOR plus a specified percentage. These debentures are of a type that are eligible (under current regulatory capital requirements) to qualify as Tier 1 capital (with certain limitations) for regulatory purposes and as of December 31, 20182021 approximately $11.3$16.1 million of the junior subordinated debentures were treated as Tier 1 capital for regulatory capital purposes.
See Note 17 (Parent Company Financial Statements) of the Notes to the Consolidated Financial Statements included in Item 8 of this Report for further information regarding the parent company borrowed funds and other indebtedness.
RISK MANAGEMENT
The Company is exposed to various types of business risk on an on-going basis. These risks include credit risk, liquidity risk and interest rate risk. Various procedures are employed at the Company’s subsidiary bank to monitor and mitigate risk in the loan and investment portfolios, as well as risks associated with changes in interest rates. Following is a discussion of the Company’s philosophies and procedures to address these risks.
LENDING AND LOAN ADMINISTRATION
Primary responsibility and accountability for day-to-day lending activities rests with the Company’s subsidiary bank. Loan personnel at the subsidiary bank have the authority to extend credit under guidelines approved by the bank’sBank’s board of directors. The executive loan committee serves as a vehicle for communication and for the pooling of knowledge, judgment and experience of its members. The committee provides valuable input to lending personnel, acts as an approval body, and monitors the overall quality of the bank’sBank’s loan portfolio. The Corporate Credit Risk Management Committee comprised of members of the Company’s and its subsidiary bank’sBank’s executive officers and board of directors, strives to ensure a consistent application of the Company’s lending policies. The Company also maintains a comprehensive risk-grading and loan review program, which includes quarterly reviews of problem loans, delinquencies and charge-offs. The purpose of this program is to evaluate loan administration, credit quality, loan documentation and the adequacy of the allowance for loancredit losses.
In response to requests from borrowers who had experienced pandemic-related business or personal cash flow interruptions, and in accordance with regulatory guidance, the Company began making short-term loan modifications involving both partial and full payment deferrals in April 2020. As of December 31, 2021, the Company has just one commercial real estate loan, in the principal amount of $3.5 million, with a payment modification that is still in effect, with such credit relationship making full interest payments.
The Company tracks lending exposure by industry classification to determine potential risk associated with industry concentrations, if any, that could lead to additional credit loss exposure. As a result of the COVID-19 pandemic, the Company identified certain loan segments that represented higher levels of credit risk, as many of the customers in these segments were expected to incur significant negative impacts to their businesses as a result of governmental stay-at-home orders and travel restrictions, limited attendance, social distancing and face mask requirements, and work-from-home and hybrid work models being used by employers. At December 31, 2021, the Company had the following exposure to these COVID-19-impacted loan segments:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Industry Segment (dollars in thousands) | | Number of Loans | | Outstanding Balance | | % of Total Loans (excludes PPP Loans) | | % of Industry Segment Under Deferral |
| | | | | | | | |
Lodging / Hotels | | 32 | | $ | 113,381 | | | 3.8 | % | | 3.1 | % |
Retail Shopping / Strip Centers | | 58 | | 89,002 | | | 3.0 | % | | — | % |
Restaurants | | 161 | | 62,163 | | | 2.1 | % | | — | % |
The Company maintains an allowance for loancredit losses to cover probable, incurredmanagement's estimate of all expected credit losses identified during itsover the expected contractual life of the loan review process.portfolio. Management estimates the required level of allowance for loancredit losses using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, along with reasonable
and supportable forecasts, judgmentally adjusted for economic, external and internal quantitative and qualitative factors and portfolio trends. Economic factors include evaluating changes in international, national, regional and local economic and business conditions that affect the collectability of the loan portfolio. Internal factors include evaluating changes in lending policies and other factors.procedures; changes in the nature and volume of the loan portfolio; and changes in experience, ability and depth of lending management and staff. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed.
The allowance for loancredit losses is comprised of: (a) specific reserves on individual credits; (b) general reserves for certain loan categories and industries, and overall historical loss experience; and (c) unallocated reserves based on performance trends in the loan portfolios, current economic conditions, and other factors that influence the level of estimated probablecredit losses. The need for specific reserves are considered for credits when: (a) the customer’s cash flow or net worth appears insufficient to repay the loan; (b) the loan has been criticized in a regulatory examination; (c) the loan is on non-accrual; or, (d) other reasons where the ultimate collectability of the loan is in question, or the loan characteristics require special monitoring.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for Credit Losses (dollars in thousands) | | Years Ended December 31, |
| | 2021 | | 2020 | | 2019 | | 2018 | | 2017 |
| | | | | | | | | | |
Balance of Allowance for Possible Losses at Beginning of Period | | $ | 46,859 | | | $ | 16,278 | | | $ | 15,823 | | | $ | 15,694 | | | $ | 14,808 | |
Impact of adopting ASC 326 | | — | | | 8,767 | | | — | | | — | | | — | |
Impact of adopting ASC 326 - PCD loans | | — | | | 6,886 | | | — | | | — | | | — | |
Loans Charged-off: | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | 2,777 | | | 2,119 | | | 3,810 | | | 1,500 | | | 151 | |
Commercial Real Estate Loans | | 10 | | | 36 | | | 320 | | | 49 | | | 220 | |
Agricultural Loans | | — | | | — | | | — | | | — | | | 49 | |
Home Equity and Consumer Loans | | 1,003 | | | 942 | | | 1,155 | | | 922 | | | 765 | |
Residential Mortgage Loans | | 45 | | | 39 | | | 117 | | | 75 | | | 93 | |
Total Loans Charged-off | | 3,835 | | | 3,136 | | | 5,402 | | | 2,546 | | | 1,278 | |
| | | | | | | | | | |
Recoveries of Previously Charged-off Loans: | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | 61 | | | 23 | | | 56 | | | 141 | | | 14 | |
Commercial Real Estate Loans | | 40 | | | 129 | | | 29 | | | 20 | | | 48 | |
Agricultural Loans | | — | | | — | | | — | | | 20 | | | 9 | |
Home Equity and Consumer Loans | | 359 | | | 358 | | | 440 | | | 387 | | | 280 | |
Residential Mortgage Loans | | 33 | | | 4 | | | 7 | | | 37 | | | 63 | |
Total Recoveries | | 493 | | | 514 | | | 532 | | | 605 | | | 414 | |
| | | | | | | | | | |
Net Loans Recovered (Charged-off) | | (3,342) | | | (2,622) | | | (4,870) | | | (1,941) | | | (864) | |
Additions to Allowance Charged to Expense | | (6,500) | | | 17,550 | | | 5,325 | | | 2,070 | | | 1,750 | |
Balance at End of Period | | $ | 37,017 | | | $ | 46,859 | | | $ | 16,278 | | | $ | 15,823 | | | $ | 15,694 | |
| | | | | | | | | | |
Net Charge-offs (Recoveries) to Average Loans Outstanding | | 0.11 | % | | 0.08 | % | | 0.17 | % | | 0.08 | % | | 0.04 | % |
Provision for Credit Losses to Average Loans Outstanding | | (0.21) | % | | 0.55 | % | | 0.18 | % | | 0.09 | % | | 0.09 | % |
Allowance for Credit Losses to Total Loans at Year-end | | 1.23 | % | | 1.52 | % | | 0.53 | % | | 0.58 | % | | 0.73 | % |
|
| | | | | | | | | | | | | | | | | | | | |
Allowance for Loan Losses (dollars in thousands) | | Years Ended December 31, |
| | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
| | | | | | | | | | |
Balance of Allowance for Possible Losses at Beginning of Period | | $ | 15,694 |
| | $ | 14,808 |
| | $ | 14,438 |
| | $ | 14,929 |
| | $ | 14,584 |
|
| | | | | | | | | | |
Loans Charged-off: | | |
| | |
| | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | 1,500 |
| | 151 |
| | 66 |
| | 36 |
| | 199 |
|
Commercial Real Estate Loans | | 49 |
| | 220 |
| | 54 |
| | 350 |
| | 329 |
|
Agricultural Loans | | — |
| | 49 |
| | 22 |
| | — |
| | — |
|
Home Equity and Consumer Loans | | 922 |
| | 765 |
| | 612 |
| | 345 |
| | 370 |
|
Residential Mortgage Loans | | 75 |
| | 93 |
| | 346 |
| | 233 |
| | 117 |
|
Total Loans Charged-off | | 2,546 |
| | 1,278 |
| | 1,100 |
| | 964 |
| | 1,015 |
|
| | | | | | | | | | |
Recoveries of Previously Charged-off Loans: | | |
| | |
| | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | 141 |
| | 14 |
| | 32 |
| | 102 |
| | 111 |
|
Commercial Real Estate Loans | | 20 |
| | 48 |
| | 10 |
| | 107 |
| | 863 |
|
Agricultural Loans | | 20 |
| | 9 |
| | 1 |
| | — |
| | — |
|
Home Equity and Consumer Loans | | 387 |
| | 280 |
| | 211 |
| | 246 |
| | 215 |
|
Residential Mortgage Loans | | 37 |
| | 63 |
| | 16 |
| | 18 |
| | 21 |
|
Total Recoveries | | 605 |
| | 414 |
| | 270 |
| | 473 |
| | 1,210 |
|
| | | | | | | | | | |
Net Loans Recovered (Charged-off) | | (1,941 | ) | | (864 | ) | | (830 | ) | | (491 | ) | | 195 |
|
Additions to Allowance Charged to Expense | | 2,070 |
| | 1,750 |
| | 1,200 |
| | — |
| | 150 |
|
Balance at End of Period | | $ | 15,823 |
| | $ | 15,694 |
| | $ | 14,808 |
| | $ | 14,438 |
| | $ | 14,929 |
|
| | | | | | | | | | |
Net Charge-offs (Recoveries) to Average Loans Outstanding | | 0.08 | % | | 0.04 | % | | 0.04 | % | | 0.03 | % | | (0.01 | )% |
Provision for Loan Losses to Average Loans Outstanding | | 0.09 | % | | 0.09 | % | | 0.06 | % | | 0.00 | % | | 0.01 | % |
Allowance for Loan Losses to Total Loans at Year-end | | 0.58 | % | | 0.73 | % | | 0.74 | % | | 0.92 | % | | 1.03 | % |
The following table indicates the breakdown of the allowance for loancredit losses for the periods indicated (dollars in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | | 2020 | | 2019 | | 2018 | | 2017 |
Commercial and Industrial Loans and Leases | | $ | 9,754 | | | $ | 6,645 | | | $ | 4,799 | | | $ | 2,953 | | | $ | 4,735 | |
Commercial Real Estate Loans | | 19,245 | | | 29,878 | | | 4,692 | | | 5,291 | | | 4,591 | |
Agricultural Loans | | 4,505 | | | 6,756 | | | 5,315 | | | 5,776 | | | 4,894 | |
Home Equity and Consumer Loans | | 1,808 | | | 1,636 | | | 634 | | | 649 | | | 628 | |
Residential Mortgage Loans | | 1,705 | | | 1,944 | | | 333 | | | 472 | | | 343 | |
Unallocated | | — | | | — | | | 505 | | | 682 | | | 503 | |
| | | | | | | | | | |
Total Allowance for Credit Losses | | $ | 37,017 | | | $ | 46,859 | | | $ | 16,278 | | | $ | 15,823 | | | $ | 15,694 | |
|
| | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
Commercial and Industrial Loans and Leases | | $ | 2,953 |
| | $ | 4,735 |
| | $ | 3,725 |
| | $ | 4,242 |
| | $ | 4,627 |
|
Commercial Real Estate Loans | | 5,291 |
| | 4,591 |
| | 5,452 |
| | 6,342 |
| | 7,273 |
|
Agricultural Loans | | 5,776 |
| | 4,894 |
| | 4,094 |
| | 2,115 |
| | 1,123 |
|
Home Equity and Consumer Loans | | 649 |
| | 628 |
| | 518 |
| | 613 |
| | 600 |
|
Residential Mortgage Loans | | 472 |
| | 343 |
| | 329 |
| | 414 |
| | 622 |
|
Unallocated | | 682 |
| | 503 |
| | 690 |
| | 712 |
| | 684 |
|
| | | | | | | | | | |
Total Allowance for Loan Losses | | $ | 15,823 |
| | $ | 15,694 |
| | $ | 14,808 |
| | $ | 14,438 |
| | $ | 14,929 |
|
The Company’s allowance for loancredit losses totaled $15.8$37.0 million at December 31, 2018 representing an increase of $129,000, or 1%, compared with year-end 2017. During 2018, the allowance for commercial and industrial loans decreased primarily as a result of a partial charge-off taken on a single commercial borrowing relationships that was moved to impaired and non-performing status during 2017. The allowance for loan losses was increased for agricultural loans primarily due to an increased level of criticized and classified agricultural loans during 2018 when2021 compared to year-end 2017.
The Company’s allowance for loan losses totaled $15.7$46.9 million at December 31, 2017 representing an increase of $886,000, or 6%, compared with year-end 2016. During 2017, the allowance for commercial and industrial loans increased primarily as a result of specific allocations on two commercial borrowing relationships that were moved to impaired and non-performing status during 2017.2020. The allowance for loan losses was increased for agricultural loans primarily due to an increased level of criticized and classified agricultural loans during 2017 when compared to year-end 2016.
The allowance for loancredit losses represented 0.58%1.23% of period-end loans at December 31, 20182021 compared with 0.73%1.52% of period-end loans at December 31, 2017 and 0.74% at December 31, 2016. The decline inyear-end 2020.
Under the allowance for loan loss as a percent of total loans during 2018CECL model, which was the result of the acquisition activityadopted by the Company during 2018. Under acquisition accounting treatment,on January 1, 2020, certain acquired loans acquired are recorded atcontinue to carry a fair value which includes adiscount as well as an allowance for credit risk component, and thereforelosses. As of December 31, 2021, the allowance on loans acquired is not carried over from the seller. The Company held a discountnet discounts on acquired loans of $19.5 million as of December 31, 2018, $7.6 million at December 31, 2017 and $10.0 million at December 31, 2016. $4.9 million.
The Company’s allowance for loancredit losses representeddeclined during 2021 as a result of the Company recording a negative $6.5 million provision for credit losses while recording modest net charge-offs. During 2020, the allowance for credit losses increased through elevated provision for credit losses primarily due to the developments during 2020 related to the COVID-19 pandemic and the resulting impact on the economic assumptions used in the CECL model.
0.77% of total non-acquired loans at year-end 2018 compared with 0.83% of total non-acquired loans at year-end 2017 and 0.89% at year-end 2016.
The Company realized net charge-offs of $1,941,000,$3,342,000, or 0.11% of average loans outstanding during 2021 compared with net charge-offs of $2,622,000, or 0.08% of average loans outstanding during 2018 compared with net charge-offs of $864,000,2020 and $4,870,000, or 0.04% of average loans outstanding during 2017 and $830,000, or 0.04%0.17% of average loans during 2016.2019.
Please see “RESULTS OF OPERATIONS - Provision for LoanCredit Losses” and “CRITICAL ACCOUNTING POLICIES AND ESTIMATES - Allowance for LoanCredit Losses” for additional information regarding the allowance.
NON-PERFORMING ASSETS
Non-performing assets consist of: (a) non-accrual loans; (b) loans which have been renegotiated to provide for a reduction or deferral of interest or principal because of deterioration in the financial condition of the borrower; (c) loans past due 90 days or more as to principal or interest; and, (d) other real estate owned. Loans are placed on non-accrual status when scheduled principal or interest payments are past due for 90 days or more or when the borrower’s ability to repay becomes doubtful. Uncollected accrued interest is reversed against income at the time a loan is placed on non-accrual. Loans are typically charged-off at 180 days past due, or earlier if deemed uncollectible. Exceptions to the non-accrual and charge-off policies are made when the loan is well secured and in the process of collection. The following table presents an analysis of the Company’s non-performing assets.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-performing Assets | | December 31, |
(dollars in thousands) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 |
| | | | | | | | | | |
Non-accrual Loans | | $ | 14,602 | | | $ | 21,507 | | | $ | 13,802 | | | $ | 12,579 | | | $ | 11,091 | |
Past Due Loans (90 days or more and accruing) | | 156 | | | — | | | 190 | | | 633 | | | 719 | |
Total Non-performing Loans | | 14,758 | | | 21,507 | | | 13,992 | | | 13,212 | | | 11,810 | |
Other Real Estate | | — | | | 325 | | | 425 | | | 286 | | | 54 | |
Total Non-performing Assets | | $ | 14,758 | | | $ | 21,832 | | | $ | 14,417 | | | $ | 13,498 | | | $ | 11,864 | |
| | | | | | | | | | |
Restructured Loans | | $ | 104 | | | $ | 111 | | | $ | 116 | | | $ | 121 | | | $ | 149 | |
Non-performing Loans to Total Loans | | 0.49 | % | | 0.70 | % | | 0.45 | % | | 0.48 | % | | 0.55 | % |
Allowance for Credit Losses to Non-performing Loans | | 250.83 | % | | 217.88 | % | | 116.34 | % | | 119.76 | % | | 132.89 | % |
|
| | | | | | | | | | | | | | | | | | | | |
Non-performing Assets | | December 31, |
(dollars in thousands) | | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
| | | | | | | | | | |
Non-accrual Loans | | $ | 12,579 |
| | $ | 11,091 |
| | $ | 3,793 |
| | $ | 3,143 |
| | $ | 5,970 |
|
Past Due Loans (90 days or more) | | 633 |
| | 719 |
| | 2 |
| | 143 |
| | 140 |
|
Total Non-performing Loans | | 13,212 |
| | 11,810 |
| | 3,795 |
| | 3,286 |
| | 6,110 |
|
Other Real Estate | | 286 |
| | 54 |
| | 242 |
| | 169 |
| | 356 |
|
Total Non-performing Assets | | $ | 13,498 |
| | $ | 11,864 |
| | $ | 4,037 |
| | $ | 3,455 |
| | $ | 6,466 |
|
| | | | | | | | | | |
Restructured Loans | | $ | 121 |
| | $ | 149 |
| | $ | 28 |
| | $ | 2,203 |
| | $ | 2,726 |
|
Non-performing Loans to Total Loans | | 0.48 | % | | 0.55 | % | | 0.19 | % | | 0.21 | % | | 0.42 | % |
Allowance for Loan Losses to Non-performing Loans | | 119.76 | % | | 132.89 | % | | 390.20 | % | | 439.38 | % | | 244.34 | % |
Non-performing assets totaled $13.5$14.8 million, or 0.34%0.26% of total assets at December 31, 20182021 compared to $11.9$21.8 million, or 0.38%0.44% of total assets at December 31, 20172020 and compared to $4.0$14.4 million, or 0.14%0.33% of total assets at December 31, 2016.2019. Non-performing loans totaled $13.2$14.8 million, or 0.48%0.49% of total loans at December 31, 20182021 compared with $11.8$21.5 million, or 0.55%0.70% of total loans at December 31, 20172020 and $3.8$14.0 million, or 0.19%0.45% of total loans at December 31, 2016. 2019. The decline in the level of commercial real estate non-performing loans during 2021 was largely attributable to the payoff of a commercial real estate credit in the lodging industry that was placed in non-accrual status during the third quarter of 2020.
The increase in the level of non-performing assets and non-performing loans at December 31, 2020 compared with year-end 20182019 was primarilylargely attributable to the merger transaction with First Security which included $4.6 milliongross-up of non-accrualpurchased credit deteriorated loans at December 31, 2018. The increaseupon the adoption of the CECL standard during 2020 and a commercial real estate credit in non-performing assets during the year-ended December 31, 2017lodging industry that was primarily relatedmoved to two commercial lending relationships that were moved into impaired and non-performing status during 2017.in the third quarter of 2020.
The following tables present an analysis of the Company'sCompany’s non-accrual loans and loans past due 90 days or more and still accruing.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-Accrual Loans | | December 31, |
(dollars in thousands) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 |
| | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 10,530 | | | $ | 8,133 | | | $ | 4,940 | | | $ | 2,430 | | | $ | 4,753 | |
Commercial Real Estate Loans | | 2,243 | | | 10,188 | | | 3,433 | | | 6,833 | | | 4,618 | |
Agricultural Loans | | 1,136 | | | 1,915 | | | 2,739 | | | 1,449 | | | 748 | |
Home Equity Loans | | 24 | | | 271 | | | 79 | | | 88 | | | 199 | |
Consumer Loans | | 82 | | | 170 | | | 115 | | | 162 | | | 286 | |
Residential Mortgage Loans | | 587 | | | 830 | | | 2,496 | | | 1,617 | | | 487 | |
Total | | $ | 14,602 | | | $ | 21,507 | | | $ | 13,802 | | | $ | 12,579 | | | $ | 11,091 | |
| | Non-Accrual Loans | | December 31, | |
Loans Past Due 90 Days or More & Still Accruing | | Loans Past Due 90 Days or More & Still Accruing | | December 31, |
(dollars in thousands) | | 2018 | | 2017 | | 2016 | | 2015 | | 2014 | (dollars in thousands) | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 |
| | | | | | | | | | | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 2,430 |
| | $ | 4,753 |
| | $ | 86 |
| | $ | 134 |
| | $ | 161 |
| Commercial and Industrial Loans and Leases | | $ | — | | | $ | — | | | $ | 190 | | | $ | — | | | $ | — | |
Commercial Real Estate Loans | | 6,833 |
| | 4,618 |
| | 1,408 |
| | 2,047 |
| | 3,460 |
| Commercial Real Estate Loans | | 156 | | | — | | | — | | | 364 | | | 471 | |
Agricultural Loans | | 1,449 |
| | 748 |
| | 792 |
| | — |
| | — |
| Agricultural Loans | | — | | | — | | | — | | | 269 | | | 248 | |
Home Equity Loans | | 88 |
| | 199 |
| | 73 |
| | 204 |
| | 268 |
| Home Equity Loans | | — | | | — | | | — | | | — | | | — | |
Consumer Loans | | 162 |
| | 286 |
| | 85 |
| | 90 |
| | 196 |
| Consumer Loans | | — | | | — | | | — | | | — | | | — | |
Residential Mortgage Loans | | 1,617 |
| | 487 |
| | 1,349 |
| | 668 |
| | 1,885 |
| Residential Mortgage Loans | | — | | | — | | | — | | | — | | | — | |
Total | | $ | 12,579 |
| | $ | 11,091 |
| | $ | 3,793 |
| | $ | 3,143 |
| | $ | 5,970 |
| Total | | $ | 156 | | | $ | — | | | $ | 190 | | | $ | 633 | | | $ | 719 | |
|
| | | | | | | | | | | | | | | | | | | | |
Loans Past Due 90 Days or More & Still Accruing | | December 31, |
(dollars in thousands) | | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
| | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | — |
| | $ | — |
| | $ | 2 |
| | $ | 96 |
| | $ | 68 |
|
Commercial Real Estate Loans | | 364 |
| | 471 |
| | — |
| | 47 |
| | — |
|
Agricultural Loans | | 269 |
| | 248 |
| | — |
| | — |
| | 72 |
|
Home Equity Loans | | — |
| | — |
| | — |
| | — |
| | — |
|
Consumer Loans | | — |
| | — |
| | — |
| | — |
| | — |
|
Residential Mortgage Loans | | — |
| | — |
| | — |
| | — |
| | — |
|
Total | | $ | 633 |
| | $ | 719 |
| | $ | 2 |
| | $ | 143 |
| | $ | 140 |
|
The Company purchases individual loans and groups of loans. Purchased loans that show evidence of credit deterioration since origination are recorded at the amount paid (or allocated fair value in a purchase business combination), such that there is no carryover of the seller’s allowance for loan losses. After acquisition, incurred losses are recognized by an increase in the allowance for loan losses.
Purchased loans that indicated evidence of credit deterioration since origination at the time of acquisition by the Company did not have a material adverse impact on the Company’s key credit metrics during 2018 or 2017. The key credit metrics the Company measures generally include non-performing loans, past due loans, and adversely classified loans.
Loan impairment is reported when full repayment under the terms of the loan is not expected. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing rate, or at the fair value of collateral if repayment is expected solely from the collateral. Commercial and industrial loans, commercial real estate loans, and agricultural loans are evaluated individually for impairment. Smaller balance homogeneous loans are evaluated for impairment in total. Such loans include real estate loans secured by one-to-four family residences and loans to individuals for household, family and other personal expenditures. Individually evaluated loans on non-accrual are generally considered impaired. Impaired loans, or portions thereof, are charged off when deemed uncollectible. The amount of loans individually evaluated for impairment, including purchase credit impaired loans, totaled $13.6 million and $12.6 million at December 31, 2018 and 2017, respectively. For additional detail on impairedindividually analyzed loans, see Note 4 in the Notes to the Company’s consolidated financial statementsConsolidated Financial Statements included in Item 8 of this Report.
Interest income recognized on non-performing loans for 20182021 was $77,000.$630,000. The gross interest income that would have been recognized in 20182021 on non-performing loans if the loans had been current in accordance with their original terms was $799,000.$891,000. Loans are typically placed on non-accrual status when scheduled principal or interest payments are past due for 90 days or more, unless the loan is well secured and in the process of collection.
LIQUIDITY AND INTEREST RATE RISK MANAGEMENT
Liquidity is a measure of the ability of the Company’s subsidiary bank to fund new loan demand, existing loan commitments and deposit withdrawals. The purpose of liquidity management is to match sources of funds with anticipated customer borrowings and withdrawals and other obligations to ensure a dependable funding base, without unduly penalizing earnings. Failure to properly manage liquidity requirements can result in the need to satisfy customer withdrawals and other obligations on less than desirable terms. The liquidity of the parent company is dependent upon the receipt of dividends from its bank subsidiary, which are subject to certain regulatory limitations explained in Note 8 (Shareholders'(Shareholders’ Equity) of the Notes to the Consolidated Financial Statements included in Item 8 of this Report. The subsidiary bank’s source of funding is predominately core deposits, time deposits in excess of $100,000 and brokered certificates of deposit, maturities of securities, repayments of loan principal and interest, federal funds purchased, securities sold under agreements to repurchase and borrowings from the Federal Home Loan Bank and Federal Reserve Bank.
Interest rate risk is the exposure of the Company’s financial condition to adverse changes in market interest rates. In an effort to estimate the impact of sustained interest rate movements to the Company’s earnings, the Company monitors interest rate risk through computer-assisted simulation modeling of its net interest income. The Company’s simulation modeling monitors the potential impact to net interest income under various interest rate scenarios. The Company’s objective is to actively manage its asset/liability position within a one-year interval and to limit the risk in any of the interest rate scenarios to a reasonable level of tax-equivalent net interest income within that interval. The Company’s Asset/Liability Committee monitors compliance within established guidelines of the Funds Management Policy. See Item 7A. Quantitative and Qualitative Disclosures About Market Risk section for further discussion regarding interest rate risk.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements other than stand-by letters of credit as disclosed in Note 14 (Commitments and Off-balance Sheet Items) of the Notes to the Consolidated Financial Statements included in Item 8 of this Report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company’s exposure to market risk is reviewed on a regular basis by the Asset/Liability Committee and Boards of Directors of the parent company and its subsidiary bank. Primary market risks which impact the Company’s operations are liquidity risk and interest rate risk.
The liquidity of the parent company is dependent upon the receipt of dividends from its subsidiary bank, which is subject to certain regulatory limitations. The Bank’s source of funding is predominately core deposits, maturities of securities, repayments of loan principal and interest, federal funds purchased, securities sold under agreements to repurchase and borrowings from the Federal Home Loan Bank.
The Company monitors interest rate risk by the use of computer simulation modeling to estimate the potential impact on its net interest income under various interest rate scenarios, and by estimating its static interest rate sensitivity position. Another method by which the Company’s interest rate risk position can be estimated is by computing estimated changes in its net portfolio value (“NPV”). This method estimates interest rate risk exposure from movements in interest rates by using interest rate sensitivity analysis to determine the change in the NPV of discounted cash flows from assets and liabilities. NPV represents the market value of portfolio equity and is equal to the estimated market value of assets minus the estimated market value of liabilities.
Computations for measuring both net interest income and NPV are based on a number of assumptions, including the relative levels of market interest rates and prepayments in mortgage loans and certain types of investments. These computations do not contemplate any actions management may undertake in response to changes in interest rates, and should not be relied upon as indicative of actual results. In addition, certain shortcomings are inherent in the method of computing both net interest income and NPV. Should interest rates remain or decrease below current levels, the proportion of adjustable rate loans could decrease in future periods due to refinancing activity. In the event of an interest rate change, prepayment levels would likely be different from those assumed in the modeling. Lastly, the ability of many borrowers to repay their adjustable rate debt may decline during a rising interest rate environment.
The Company from time to time utilizes derivatives to manage interest rate risk. Management continuously evaluates the merits of such interest rate risk products but does not anticipate the use of such products to become a major part of the Company’s risk management strategy.
The table below provides an assessment of the risk to net interest income over the next 12 months in the event of a sudden and sustained 1% and 2% increase and decrease in prevailing interest rates (dollars in thousands).
Interest Rate Sensitivity as of December 31, 20182021 - Net Interest Income
| | | | | | | | | | | | | | | | | |
| | Net Interest Income | |
| | | | | |
Changes in Rates | | Amount | | % Change | |
+2% | | $ | 147,827 | | | (1.87) | % | |
+1% | | 148,436 | | | (1.46) | | |
Base | | 150,639 | | | — | | |
-1% | | 146,159 | | | (2.97) | | |
-2% | | 142,821 | | | (5.19) | | |
|
| | | | | | | | |
| | Net Interest Income | |
| | | | | |
Changes in Rates | | Amount |
| | % Change |
| |
+2% | | $ | 129,924 |
| | (3.43 | )% | |
+1% | | 132,337 |
| | (1.63 | ) | |
Base | | 134,535 |
| | — |
| |
-1% | | 133,890 |
| | (0.48 | ) | |
-2% | | 125,825 |
| | (6.47 | ) | |
The above table is a measurement of the Company’s net interest income at risk, assuming a static balance sheet as of December 31, 20182021 and instantaneous parallel changes in interest rates. The Company also monitors interest rate risk under other scenarios including a more gradual movement in market interest rates. This type of scenario can at times produce different modeling results in measuring interest rate risk sensitivity.
The table below provides an assessment of the risk to NPV in the event of a sudden and sustained 1% and 2% increase and decrease in prevailing interest rates (dollars in thousands).
Interest Rate Sensitivity as of December 31, 20182021 - Net Portfolio Value
| | | | Net Portfolio Value | | Net Portfolio Value as a % of Present Value of Assets | | Net Portfolio Value | | Net Portfolio Value as a % of Present Value of Assets |
Changes in Rates | | Amount | | % Change | | NPV Ratio | | Change | Changes in Rates | | Amount | | % Change | | NPV Ratio | | Change |
| | | | | | | | | | | | | | | | | |
+2% | | $ | 452,304 |
| | (9.15 | )% | | 12.58 | % | | (60) b.p. |
| +2% | | $ | 616,194 | | | (10.00) | % | | 11.94 | % | | (54) b.p. |
+1% | | 476,969 |
| | (4.20 | ) | | 12.94 |
| | (24) b.p. |
| +1% | | 654,725 | | | (4.37) | | | 12.30 | | | (18) b.p. |
Base | | 497,884 |
| | — |
| | 13.18 |
| | — |
| Base | | 684,667 | | | — | | | 12.48 | | | — | |
-1% | | 497,569 |
| | (0.06 | ) | | 12.92 |
| | (26) b.p. |
| -1% | | 685,436 | | | 0.11 | | | 12.07 | | | (41) b.p. |
-2% | | 454,308 |
| | (8.75 | ) | | 11.60 |
| | (158) b.p. |
| -2% | | 546,441 | | | (20.19) | | | 9.60 | | | (288) b.p. |
The above discussion, and the portions of MANAGEMENT’S DISCUSSION AND ANALYSIS in Item 7 of this Report that are referenced in the above discussion contain statements relating to future results of the Company that are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, simulation of the impact on net interest income from changes in interest rates. Actual results may differ materially from those expressed or implied therein as a result of certain risks and uncertainties, including those risks and uncertainties expressed above, those that are described in MANAGEMENT’S DISCUSSION AND ANALYSIS in Item 7 of this Report, and those that are described in Item 1 of this Report, “Business,” under the caption “Forward-Looking Statements and Associated Risks,” which discussions are incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
|
| |
Report of Independent Registered Public Accounting Firm
|
Shareholders and the Board of Directors of
German American Bancorp, Inc.
Jasper, Indiana
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of German American Bancorp, Inc. (the "Company"“Company”) as of December 31, 20182021 and 2017,2020, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018,2021, and the related notes (collectively referred to as the "financial statements"“financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2018,2021, based on criteria established in Internal Control -– Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20182021 and 2017,2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 20182021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2021, based on criteria established in Internal Control -– Integrated Framework: (2013) issued by COSO.
Change in Accounting Principle
As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for credit losses effective January 1, 2020 due to the adoption of Financial Accounting Standards Board (FASB) Accounting Standards Codification No. 326, Financial Instruments – Credit Losses (ASC 326). The Company adopted the new credit loss standard using the modified retrospective method such that prior period amounts are not adjusted and continue to be reported in accordance with previously applicable generally accepted accounting principles.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control overOver Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB"(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. As permitted, the Company has excluded the operations of First Security, Inc. acquired during 2018, which is described in Note 18 of the consolidated financial statements, from the scope of management’s report on internal control over financial reporting. As such, it has also been excluded from the scope of our audit of internal control over financial reporting. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
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Report of Independent Registered Public Accounting Firm
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Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
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Report of Independent Registered Public Accounting Firm
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regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Allowance for Credit Losses on Loans
As discussed in Notes 1 and 4, the allowance for credit losses (the “ACL”) is an accounting estimate of expected credit losses over the estimated life of financial assets carried at amortized cost and off-balance-sheet credit exposures in accordance with Accounting Standards Update (the “ASU”) 2016-13, Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard requires the Company's loan portfolio, measured at amortized cost, to be presented at the net amount expected to be collected. Estimates of expected credit losses for loans are based on historical experience, current conditions and reasonable and supportable forecasts over the estimated life of the loans. In order to estimate the expected credit losses, the Company utilizes a loss estimation model. The Company utilizes the static pool methodology for determining the allowance for credit losses. The static pool methodology tracks loan pool by segment over a period of time to calculate a loss rate. Loss rates are then qualitatively adjusted for current conditions and reasonable and supportable forecast. Commercial and agricultural loans graded special mention and substandard are also adjusted based on a migration analysis technique.
Auditing the Allowance for Credit Losses for Loans was identified by us as a critical audit matter because of the extent of auditor judgment applied and significant audit effort to evaluate the significant subjective and complex judgments made by management. The principal considerations resulting in our determination included the following:
•Significant auditor judgment and effort were used in evaluating the qualitative factors used in the calculation.
•Significant audit effort to test the completeness and accuracy of data used in the migration analysis calculation, including accuracy of loan risk rating, and its application to the commercial and agricultural loan segments.
The primary procedures performed to address this critical audit matter included:
•Testing the effectiveness of controls over the Company’s preparation and review of the allowance for credit loss calculation, including relevance and reliability of data used as the basis for adjustments related to the qualitative factors, management’s judgments and significant assumptions in the development and reasonableness of qualitative factors, and mathematical accuracy and appropriateness of the application of qualitative factors;
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Report of Independent Registered Public Accounting Firm
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•Substantively testing management’s process for developing the qualitative factors and assessing relevance and reliability of data used to develop factors, including evaluating their judgments and significant assumptions for reasonableness, and mathematical accuracy and appropriateness of the application of qualitative factors;
•Testing the effectiveness of controls over the Company’s loan risk rating;
•Substantively testing the accuracy of both the loan risk ratings as well as testing the accuracy of the transition matrix.
We have served as the Company's auditor since 1977.
Indianapolis, IndianaLouisville, Kentucky
March 1, 20192022
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Consolidated Balance Sheets |
Dollars in thousands, except share and per share data |
| | | | | | | | | | | | | | |
| | December 31, |
| | | | |
| | 2021 | | 2020 |
ASSETS | | | | |
Cash and Due from Banks | | $ | 47,173 | | | $ | 57,972 | |
Federal Funds Sold and Other Short-term Investments | | 349,717 | | | 287,776 | |
Cash and Cash Equivalents | | 396,890 | | | 345,748 | |
| | | | |
Interest-bearing Time Deposits with Banks | | 745 | | | 1,241 | |
Securities Available-for-Sale, at Fair Value (Amortized Cost $1,869,198 for December 31, 2021; Amortized Cost $1,172,175 for December 31, 2020; No Allowance for Credit Losses) | | 1,889,617 | | | 1,217,852 | |
Other Investments | | 353 | | | 353 | |
| | | | |
Loans Held-for-Sale, at Fair Value | | 10,585 | | | 16,904 | |
| | | | |
Loans | | 3,007,926 | | | 3,091,998 | |
Less: Unearned Income | | (3,662) | | | (3,926) | |
Allowance for Credit Losses | | (37,017) | | | (46,859) | |
Loans, Net | | 2,967,247 | | | 3,041,213 | |
| | | | |
Stock in FHLB of Indianapolis and Other Restricted Stock, at Cost | | 13,048 | | | 13,168 | |
Premises, Furniture and Equipment, Net | | 88,863 | | | 96,593 | |
Other Real Estate | | — | | | 325 | |
Goodwill | | 121,761 | | | 121,956 | |
Intangible Assets | | 5,845 | | | 8,984 | |
Company Owned Life Insurance | | 70,070 | | | 69,250 | |
Accrued Interest Receivable and Other Assets | | 43,515 | | | 43,990 | |
| | | | |
TOTAL ASSETS | | $ | 5,608,539 | | | $ | 4,977,577 | |
| | | | |
LIABILITIES | | | | |
Non-interest-bearing Demand Deposits | | $ | 1,529,223 | | | $ | 1,183,442 | |
Interest-bearing Demand, Savings, and Money Market Accounts | | 2,867,994 | | | 2,428,636 | |
Time Deposits | | 347,099 | | | 494,452 | |
| | | | |
Total Deposits | | 4,744,316 | | | 4,106,530 | |
| | | | |
FHLB Advances and Other Borrowings | | 152,183 | | | 194,529 | |
Accrued Interest Payable and Other Liabilities | | 43,581 | | | 51,809 | |
| | | | |
TOTAL LIABILITIES | | 4,940,080 | | | 4,352,868 | |
| | | | |
Commitments and Contingencies (See Note 14) | | 0 | | 0 |
| | | | |
SHAREHOLDERS’ EQUITY | | | | |
Common Stock, no par value, $1 stated value; 45,000,000 shares authorized | | 26,554 | | | 26,502 | |
Additional Paid-in Capital | | 276,057 | | | 274,385 | |
Retained Earnings | | 350,364 | | | 288,447 | |
Accumulated Other Comprehensive Income | | 15,484 | | | 35,375 | |
| | | | |
TOTAL SHAREHOLDERS’ EQUITY | | 668,459 | | | 624,709 | |
| | | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 5,608,539 | | | $ | 4,977,577 | |
| | | | |
End of period shares issued and outstanding | | 26,553,508 | | | 26,502,157 | |
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| | | | | | | | |
| | December 31, |
| | | | |
| | 2018 | | 2017 |
ASSETS | | |
| | |
|
Cash and Due from Banks | | $ | 64,549 |
| | $ | 47,266 |
|
Federal Funds Sold and Other Short-term Investments | | 32,001 |
| | 23,093 |
|
Cash and Cash Equivalents | | 96,550 |
| | 70,359 |
|
| | | | |
Interest-bearing Time Deposits with Banks | | 250 |
| | — |
|
Securities Available-for-Sale, at Fair Value | | 812,611 |
| | 740,641 |
|
Other Investments | | 353 |
| | 353 |
|
| | | | |
Loans Held-for-Sale, at Fair Value | | 4,263 |
| | 6,719 |
|
| | | | |
Loans | | 2,731,741 |
| | 2,145,019 |
|
Less: Unearned Income | | (3,682 | ) | | (3,381 | ) |
Allowance for Loan Losses | | (15,823 | ) | | (15,694 | ) |
Loans, Net | | 2,712,236 |
| | 2,125,944 |
|
| | | | |
Stock in FHLB of Indianapolis and Other Restricted Stock, at Cost | | 13,048 |
| | 13,048 |
|
Premises, Furniture and Equipment, Net | | 80,627 |
| | 54,246 |
|
Other Real Estate | | 286 |
| | 54 |
|
Goodwill | | 103,681 |
| | 54,058 |
|
Intangible Assets | | 9,964 |
| | 2,102 |
|
Company Owned Life Insurance | | 59,896 |
| | 46,385 |
|
Accrued Interest Receivable and Other Assets | | 35,325 |
| | 30,451 |
|
| | | | |
TOTAL ASSETS | | $ | 3,929,090 |
| | $ | 3,144,360 |
|
| | | | |
LIABILITIES | | |
| | |
|
Non-interest-bearing Demand Deposits | | $ | 715,972 |
| | $ | 606,134 |
|
Interest-bearing Demand, Savings, and Money Market Accounts | | 1,768,177 |
| | 1,490,033 |
|
Time Deposits | | 588,483 |
| | 387,885 |
|
| | | | |
Total Deposits | | 3,072,632 |
| | 2,484,052 |
|
| | | | |
FHLB Advances and Other Borrowings | | 376,409 |
| | 275,216 |
|
Accrued Interest Payable and Other Liabilities | | 21,409 |
| | 20,521 |
|
| | | | |
TOTAL LIABILITIES | | 3,470,450 |
| | 2,779,789 |
|
| | | | |
Commitments and Contingencies (Note 13) | |
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| |
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| | | | |
SHAREHOLDERS’ EQUITY | | |
| | |
|
Preferred Stock, no par value; 500,000 shares authorized, no shares issued | | — |
| | — |
|
Common Stock, no par value, $1 stated value; 45,000,000 shares authorized | | 24,967 |
| | 22,934 |
|
Additional Paid-in Capital | | 229,347 |
| | 165,288 |
|
Retained Earnings | | 211,424 |
| | 178,969 |
|
Accumulated Other Comprehensive Loss | | (7,098 | ) | | (2,620 | ) |
| | | | |
TOTAL SHAREHOLDERS’ EQUITY | | 458,640 |
| | 364,571 |
|
| | | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 3,929,090 |
| | $ | 3,144,360 |
|
| | | | |
End of period shares issued and outstanding | | 24,967,458 |
| | 22,934,403 |
|
See accompanying notes to the consolidated financial statements.
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Consolidated Statements of Income |
Dollars in thousands, except per share data |
| | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | | | | | |
| | 2021 | | 2020 | | 2019 |
INTEREST INCOME | | | | | | |
| | | | | | |
Interest and Fees on Loans | | $ | 139,151 | | | $ | 151,658 | | | $ | 152,481 | |
Interest on Federal Funds Sold and Other Short-term Investments | | 488 | | | 382 | | | 522 | |
Interest and Dividends on Securities: | | | | | | |
Taxable | | 12,962 | | | 10,447 | | | 13,910 | |
Non-taxable | | 17,778 | | | 11,882 | | | 9,561 | |
| | | | | | |
TOTAL INTEREST INCOME | | 170,379 | | | 174,369 | | | 176,474 | |
| | | | | | |
INTEREST EXPENSE | | | | | | |
| | | | | | |
Interest on Deposits | | 4,955 | | | 13,696 | | | 23,805 | |
Interest on FHLB Advances and Other Borrowings | | 4,594 | | | 5,430 | | | 7,444 | |
| | | | | | |
TOTAL INTEREST EXPENSE | | 9,549 | | | 19,126 | | | 31,249 | |
| | | | | | |
NET INTEREST INCOME | | 160,830 | | | 155,243 | | | 145,225 | |
| | | | | | |
Provision for Credit Losses | | (6,500) | | | 17,550 | | | 5,325 | |
| | | | | | |
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES | | 167,330 | | | 137,693 | | | 139,900 | |
| | | | | | |
NON-INTEREST INCOME | | | | | | |
| | | | | | |
Wealth Management and Investment Services Income | | 10,321 | | | 8,005 | | | 7,278 | |
Service Charges on Deposit Accounts | | 7,723 | | | 7,334 | | | 8,718 | |
Insurance Revenues | | 9,268 | | | 8,922 | | | 8,940 | |
Company Owned Life Insurance | | 1,529 | | | 2,307 | | | 2,005 | |
Interchange Fee Income | | 13,116 | | | 10,529 | | | 9,450 | |
Other Operating Income | | 6,991 | | | 3,388 | | | 3,229 | |
Net Gains on Sales of Loans | | 8,267 | | | 9,908 | | | 4,633 | |
Net Gains on Securities | | 2,247 | | | 4,081 | | | 1,248 | |
| | | | | | |
TOTAL NON-INTEREST INCOME | | 59,462 | | | 54,474 | | | 45,501 | |
| | | | | | |
NON-INTEREST EXPENSE | | | | | | |
| | | | | | |
Salaries and Employee Benefits | | 68,570 | | | 68,112 | | | 63,885 | |
Occupancy Expense | | 11,081 | | | 10,033 | | | 9,988 | |
Furniture and Equipment Expense | | 3,750 | | | 3,991 | | | 3,788 | |
FDIC Premiums | | 1,419 | | | 740 | | | 533 | |
Data Processing Fees | | 7,611 | | | 6,889 | | | 7,927 | |
Professional Fees | | 5,009 | | | 3,998 | | | 4,674 | |
Advertising and Promotion | | 4,197 | | | 3,589 | | | 4,230 | |
Intangible Amortization | | 2,731 | | | 3,539 | | | 3,721 | |
Other Operating Expenses | | 19,639 | | | 16,232 | | | 15,416 | |
| | | | | | |
TOTAL NON-INTEREST EXPENSE | | 124,007 | | | 117,123 | | | 114,162 | |
| | | | | | |
Income before Income Taxes | | 102,785 | | | 75,044 | | | 71,239 | |
Income Tax Expense | | 18,648 | | | 12,834 | | | 12,017 | |
| | | | | | |
NET INCOME | | $ | 84,137 | | | $ | 62,210 | | | $ | 59,222 | |
| | | | | | |
Basic Earnings per Share | | $ | 3.17 | | | $ | 2.34 | | | $ | 2.29 | |
Diluted Earnings per Share | | $ | 3.17 | | | $ | 2.34 | | | $ | 2.29 | |
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| | | | | | | | | | | | |
| | Years Ended December 31, |
| | | | | | |
| | 2018 | | 2017 | | 2016 |
INTEREST INCOME | | |
| | |
| | |
|
| | | | | | |
Interest and Fees on Loans | | $ | 112,084 |
| | $ | 91,745 |
| | $ | 86,202 |
|
Interest on Federal Funds Sold and Other Short-term Investments | | 308 |
| | 134 |
| | 74 |
|
Interest and Dividends on Securities: | | |
| | |
| | |
|
Taxable | | 12,398 |
| | 10,898 |
| | 9,638 |
|
Non-taxable | | 8,959 |
| | 8,253 |
| | 7,451 |
|
| | | | | | |
TOTAL INTEREST INCOME | | 133,749 |
| | 111,030 |
| | 103,365 |
|
| | | | | | |
INTEREST EXPENSE | | |
| | |
| | |
|
| | | | | | |
Interest on Deposits | | 13,625 |
| | 7,094 |
| | 5,187 |
|
Interest on FHLB Advances and Other Borrowings | | 5,514 |
| | 4,027 |
| | 3,274 |
|
| | | | | | |
TOTAL INTEREST EXPENSE | | 19,139 |
| | 11,121 |
| | 8,461 |
|
| | | | | | |
NET INTEREST INCOME | | 114,610 |
| | 99,909 |
| | 94,904 |
|
| | | | | | |
Provision for Loan Losses | | 2,070 |
| | 1,750 |
| | 1,200 |
|
| | | | | | |
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES | | 112,540 |
| | 98,159 |
| | 93,704 |
|
| | | | | | |
NON-INTEREST INCOME | | |
| | |
| | |
|
| | | | | | |
Trust and Investment Product Fees | | 6,680 |
| | 5,272 |
| | 4,644 |
|
Service Charges on Deposit Accounts | | 7,044 |
| | 6,178 |
| | 5,973 |
|
Insurance Revenues | | 8,330 |
| | 7,979 |
| | 7,741 |
|
Company Owned Life Insurance | | 1,243 |
| | 1,341 |
| | 987 |
|
Interchange Fee Income | | 7,278 |
| | 4,567 |
| | 3,627 |
|
Other Operating Income | | 2,785 |
| | 2,641 |
| | 3,703 |
|
Net Gains on Sales of Loans | | 3,004 |
| | 3,280 |
| | 3,359 |
|
Net Gains on Securities | | 706 |
| | 596 |
| | 1,979 |
|
| | | | | | |
TOTAL NON-INTEREST INCOME | | 37,070 |
| | 31,854 |
| | 32,013 |
|
| | | | | | |
NON-INTEREST EXPENSE | | |
| | |
| | |
|
| | | | | | |
Salaries and Employee Benefits | | 51,306 |
| | 46,642 |
| | 43,961 |
|
Occupancy Expense | | 7,735 |
| | 6,609 |
| | 6,297 |
|
Furniture and Equipment Expense | | 3,142 |
| | 2,621 |
| | 2,261 |
|
FDIC Premiums | | 1,033 |
| | 954 |
| | 1,151 |
|
Data Processing Fees | | 6,942 |
| | 4,276 |
| | 5,686 |
|
Professional Fees | | 5,362 |
| | 2,817 |
| | 3,672 |
|
Advertising and Promotion | | 3,492 |
| | 3,543 |
| | 2,657 |
|
Intangible Amortization | | 1,752 |
| | 942 |
| | 1,062 |
|
Other Operating Expenses | | 12,789 |
| | 9,399 |
| | 9,840 |
|
| | | | | | |
TOTAL NON-INTEREST EXPENSE | | 93,553 |
| | 77,803 |
| | 76,587 |
|
| | | | | | |
Income before Income Taxes | | 56,057 |
| | 52,210 |
| | 49,130 |
|
Income Tax Expense | | 9,528 |
| | 11,534 |
| | 13,946 |
|
| | | | | | |
NET INCOME | | $ | 46,529 |
| | $ | 40,676 |
| | $ | 35,184 |
|
| | | | | | |
Basic Earnings per Share | | $ | 1.99 |
| | $ | 1.77 |
| | $ | 1.57 |
|
Diluted Earnings per Share | | $ | 1.99 |
| | $ | 1.77 |
| | $ | 1.57 |
|
Dividends per Share | | $ | 0.60 |
| | $ | 0.52 |
| | $ | 0.48 |
|
See accompanying notes to the consolidated financial statementsstatements.
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Consolidated Statements of Comprehensive Income |
Dollars in thousands except per share data |
| | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | | | | | |
NET INCOME | | $ | 84,137 | | | $ | 62,210 | | | $ | 59,222 | |
| | | | | | |
Other Comprehensive Income (Loss): | | | | | | |
Unrealized Gains (Losses) on Securities: | | | | | | |
Unrealized Holding Gain (Loss) Arising During the Period | | (23,011) | | | 29,783 | | | 29,866 | |
Reclassification Adjustment for Gains Included in Net Income | | (2,247) | | | (4,081) | | | (1,248) | |
Tax Effect | | 5,367 | | | (5,432) | | | (6,186) | |
Net of Tax | | (19,891) | | | 20,270 | | | 22,432 | |
Postretirement Benefit Obligation: | | | | | | |
Net (Loss) Arising During the Period | | — | | | — | | | (310) | |
Reclassification Adjustment for Amortization of Prior Service Cost and Net | | — | | | — | | | 37 | |
Tax Effect | | — | | | — | | | 44 | |
Net of Tax | | — | | | — | | | (229) | |
| | | | | | |
Total Other Comprehensive Income (Loss) | | (19,891) | | | 20,270 | | | 22,203 | |
| | | | | | |
COMPREHENSIVE INCOME | | $ | 64,246 | | | $ | 82,480 | | | $ | 81,425 | |
|
| | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | | | | | |
NET INCOME | | $ | 46,529 |
| | $ | 40,676 |
| | $ | 35,184 |
|
| | | | | | |
Other Comprehensive Income (Loss): | | |
| | |
| | |
|
Unrealized Gains (Losses) on Securities: | | |
| | |
| | |
|
Unrealized Holding Gain (Loss) Arising During the Period | | (4,936 | ) | | 7,364 |
| | (13,830 | ) |
Reclassification Adjustment for Gains Included in Net Income | | (706 | ) | | (596 | ) | | (1,979 | ) |
Tax Effect | | 1,218 |
| | (2,377 | ) | | 5,607 |
|
Net of Tax | | (4,424 | ) | | 4,391 |
| | (10,202 | ) |
Postretirement Benefit Obligation: | | |
| | |
| | |
|
Net (Loss) Arising During the Period | | (73 | ) | | (226 | ) | | (24 | ) |
Reclassification Adjustment for Amortization of Prior Service Cost and Net Loss Included in Net Periodic Pension Cost | | 32 |
| | 8 |
| | 6 |
|
Tax Effect | | (13 | ) | | 80 |
| | 4 |
|
Net of Tax | | (54 | ) | | (138 | ) | | (14 | ) |
| | | | | | |
Total Other Comprehensive Income (Loss) | | (4,478 | ) | | 4,253 |
| | (10,216 | ) |
| | | | | | |
COMPREHENSIVE INCOME | | $ | 42,051 |
| | $ | 44,929 |
| | $ | 24,968 |
|
See accompanying notes to the consolidated financial statements.
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Consolidated Statements of Changes in Shareholders’ Equity |
Dollars in thousands, except share and per share data |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | | | | | | | |
| | Shares | | Amount | | Additional Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Total Shareholders' Equity |
Balances, January 1, 2019 | | 24,967,458 | | | $ | 24,967 | | | $ | 229,347 | | | $ | 211,424 | | | $ | (7,098) | | | $ | 458,640 | |
Net Income | | | | | | | | 59,222 | | | | | 59,222 | |
Other Comprehensive Income (Loss) | | | | | | | | | | 22,203 | | | 22,203 | |
Cash Dividends ($0.68 per share) | | | | | | | | (17,556) | | | | | (17,556) | |
Issuance of Common Stock for: | | | | | | | | | | | | |
Acquisition of Citizens First Corporation | | 1,663,954 | | | 1,664 | | | 48,360 | | | | | | | 50,024 | |
Restricted Share Grants | | 39,956 | | | 40 | | | 1,247 | | | | | | | 1,287 | |
| | | | | | | | | | | | |
Balances, December 31, 2019 | | 26,671,368 | | | 26,671 | | | 278,954 | | | 253,090 | | | 15,105 | | | 573,820 | |
Cumulative Effect of Change in Accounting Principles | | | | | | | | (6,717) | | | | | (6,717) | |
Balances, January 1, 2020 | | 26,671,368 | | | 26,671 | | | 278,954 | | | 246,373 | | | 15,105 | | | 567,103 | |
Net Income | | | | | | | | 62,210 | | | | | 62,210 | |
Other Comprehensive Income (Loss) | | | | | | | | | | 20,270 | | | 20,270 | |
Cash Dividends ($0.76 per share) | | | | | | | | (20,136) | | | | | (20,136) | |
Issuance of Common Stock for: | | | | | | | | | | | | |
Restricted Share Grants | | 52,701 | | | 53 | | | 998 | | | | | | | 1,051 | |
Stock Repurchase | | (221,912) | | | (222) | | | (5,567) | | | | | | | (5,789) | |
| | | | | | | | | | | | |
Balances, December 31, 2020 | | 26,502,157 | | | 26,502 | | | 274,385 | | | 288,447 | | | 35,375 | | | 624,709 | |
Net Income | | | | | | | | 84,137 | | | | | 84,137 | |
Other Comprehensive Income (Loss) | | | | | | | | | | (19,891) | | | (19,891) | |
Cash Dividends ($0.84 per share) | | | | | | | | (22,220) | | | | | (22,220) | |
Issuance of Common Stock for: | | | | | | | | | | | | |
Restricted Share Grants | | 51,351 | | | 52 | | | 1,672 | | | | | | | 1,724 | |
Balances, December 31, 2021 | | 26,553,508 | | | $ | 26,554 | | | $ | 276,057 | | | $ | 350,364 | | | $ | 15,484 | | | $ | 668,459 | |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | | | | | | | |
| | Shares | | Amount | | Additional Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Total Shareholders' Equity |
Balances, January 1, 2016 | | 13,278,824 |
| | $ | 13,279 |
| | $ | 110,145 |
| | $ | 125,112 |
| | $ | 3,812 |
| | $ | 252,348 |
|
| | | | | | | | | | | | |
Net Income | | |
| |
|
| |
|
| | 35,184 |
| |
|
| | 35,184 |
|
Other Comprehensive Income (Loss) | | |
| |
|
| |
|
| |
|
| | (10,216 | ) | | (10,216 | ) |
Cash Dividends ($0.48 per share) | | |
| |
|
| |
|
| | (10,630 | ) | |
|
| | (10,630 | ) |
Issuance of Common Stock for: | | |
| | | | | | |
| | |
| | |
|
Exercise of Stock Options | | 4,166 |
| | 4 |
| | 51 |
| |
|
| |
|
| | 55 |
|
Acquisition of River Valley Bancorp | | 1,942,429 |
| | 1,942 |
| | 59,977 |
| | | | |
| | 61,919 |
|
Restricted Share Grants | | 36,012 |
| | 36 |
| | 1,371 |
| |
|
| |
|
| | 1,407 |
|
Income Tax Benefit From Restricted Share Vesting | | |
| |
|
| | 200 |
| |
|
| |
|
| | 200 |
|
| | | | | | �� | | | | | | |
Balances, December 31, 2016 | | 15,261,431 |
| | 15,261 |
| | 171,744 |
| | 149,666 |
| | (6,404 | ) | | 330,267 |
|
| | | | | | | | | | | | |
Net Income | | |
| |
|
| |
|
| | 40,676 |
| |
|
| | 40,676 |
|
Other Comprehensive Income (Loss) | | |
| |
|
| |
|
| |
|
| | 4,253 |
| | 4,253 |
|
Reclass Upon Adoption of ASU 2018-02 (See Note 1 - Summary of Significant Accounting Policies) | | | | | | | | 469 |
| | (469 | ) | | — |
|
Cash Dividends ($0.52 per share) | | |
| |
|
| |
|
| | (11,842 | ) | |
|
| | (11,842 | ) |
Issuance of Common Stock for: | | |
| | |
| | |
| | |
| | |
| | |
|
3-for-2 Stock Split | | 7,642,726 |
| | 7,643 |
| | (7,672 | ) | | |
| | |
| | (29 | ) |
Restricted Share Grants | | 30,246 |
| | 30 |
| | 1,216 |
| |
|
| |
|
| | 1,246 |
|
Income Tax Benefit From Restricted Share Vesting | | |
| |
|
| | — |
| |
|
| |
|
| | — |
|
| | | | | | | | | | | | |
Balances, December 31, 2017 | | 22,934,403 |
| | 22,934 |
| | 165,288 |
| | 178,969 |
| | (2,620 | ) | | 364,571 |
|
| | | | | | | | | | | | |
Net Income | | |
| |
|
| |
|
| | 46,529 |
| |
|
| | 46,529 |
|
Other Comprehensive Income (Loss) | | |
| |
|
| |
|
| |
|
| | (4,478 | ) | | (4,478 | ) |
Cash Dividends ($0.60 per share) | | |
| |
|
| |
|
| | (14,074 | ) | |
|
| | (14,074 | ) |
Issuance of Common Stock for: | | |
| | |
| | |
| | |
| | |
| | |
|
Acquisition of First Security Bank | | 1,987,698 |
| | 1,988 |
| | 62,749 |
| |
|
| |
|
| | 64,737 |
|
Restricted Share Grants | | 45,357 |
| | 45 |
| | 1,310 |
| |
|
| |
|
| | 1,355 |
|
Income Tax Benefit From Restricted Share Vesting | | |
| |
|
| | — |
| |
|
| |
|
| | — |
|
| | | | | | | | | | | | |
Balances, December 31, 2018 | | 24,967,458 |
| | $ | 24,967 |
| | $ | 229,347 |
| | $ | 211,424 |
| | $ | (7,098 | ) | | $ | 458,640 |
|
See accompanying notes to the consolidated financial statements.
|
| |
Consolidated Statements of Cash Flows |
Dollars in thousands |
| | | | Years Ended December 31, | | Years Ended December 31, |
CASH FLOWS FROM OPERATING ACTIVITIES | | 2018 | | 2017 | | 2016 | CASH FLOWS FROM OPERATING ACTIVITIES | | 2021 | | 2020 | | 2019 |
Net Income | | $ | 46,529 |
| | $ | 40,676 |
| | $ | 35,184 |
| Net Income | | $ | 84,137 | | | $ | 62,210 | | | $ | 59,222 | |
Adjustments to Reconcile Net Income to Net Cash from Operating Activities: | | |
| | |
| | |
| Adjustments to Reconcile Net Income to Net Cash from Operating Activities: | | | | | | |
Net Amortization on Securities | | 3,550 |
| | 3,543 |
| | 3,675 |
| Net Amortization on Securities | | 6,638 | | | 5,671 | | | 3,862 | |
Depreciation and Amortization | | 6,184 |
| | 4,687 |
| | 4,315 |
| Depreciation and Amortization | | 8,770 | | | 9,429 | | | 8,630 | |
Loans Originated for Sale | | (131,916 | ) | | (122,518 | ) | | (138,192 | ) | Loans Originated for Sale | | (261,529) | | | (317,032) | | | (198,326) | |
Proceeds from Sales of Loans Held-for-Sale | | 137,417 |
| | 134,316 |
| | 137,307 |
| Proceeds from Sales of Loans Held-for-Sale | | 276,417 | | | 327,172 | | | 189,875 | |
Provision for Loan Losses | | 2,070 |
| | 1,750 |
| | 1,200 |
| |
Provision for Credit Losses | | Provision for Credit Losses | | (6,500) | | | 17,550 | | | 5,325 | |
Gain on Sale of Loans, net | | (3,004 | ) | | (3,280 | ) | | (3,359 | ) | Gain on Sale of Loans, net | | (8,267) | | | (9,908) | | | (4,633) | |
Gain on Securities, net | | (706 | ) | | (596 | ) | | (1,979 | ) | Gain on Securities, net | | (2,247) | | | (4,081) | | | (1,248) | |
Gain on Sales of Other Real Estate and Repossessed Assets | | (41 | ) | | (17 | ) | | (55 | ) | |
Loss (Gain) on Sales of Other Real Estate and Repossessed Assets | | Loss (Gain) on Sales of Other Real Estate and Repossessed Assets | | (101) | | | 28 | | | 200 | |
Loss (Gain) on Disposition and Donation of Premises and Equipment | | (36 | ) | | 870 |
| | 5 |
| Loss (Gain) on Disposition and Donation of Premises and Equipment | | 1,640 | | | 223 | | | 111 | |
Loss on Disposition of Land | | 44 |
| | — |
| | — |
| |
Loss (Gain) on Disposition of Land | | Loss (Gain) on Disposition of Land | | — | | | 43 | | | (352) | |
Post Retirement Medical Benefit | | (55 | ) | | (34 | ) | | 7 |
| Post Retirement Medical Benefit | | — | | | — | | | (228) | |
Increase in Cash Surrender Value of Company Owned Life Insurance | | (1,141 | ) | | (1,370 | ) | | (1,068 | ) | Increase in Cash Surrender Value of Company Owned Life Insurance | | (1,369) | | | (1,449) | | | (1,407) | |
Equity Based Compensation | | 1,355 |
| | 1,246 |
| | 1,407 |
| Equity Based Compensation | | 1,724 | | | 1,051 | | | 1,287 | |
Excess Tax Benefit from Restricted Share Grant | | 32 |
| | 240 |
| | 200 |
| Excess Tax Benefit from Restricted Share Grant | | — | | | 3 | | | 25 | |
Change in Assets and Liabilities: | | |
| | |
| | |
| Change in Assets and Liabilities: | | | | | | |
Interest Receivable and Other Assets | | 2,211 |
| | (4,528 | ) | | 5,813 |
| Interest Receivable and Other Assets | | 2,716 | | | (2,925) | | | (1,602) | |
Interest Payable and Other Liabilities | | (162 | ) | | (110 | ) | | (2,547 | ) | Interest Payable and Other Liabilities | | (1,185) | | | 4,433 | | | 4,488 | |
Net Cash from Operating Activities | | 62,331 |
| | 54,875 |
| | 41,913 |
| Net Cash from Operating Activities | | 100,844 | | | 92,418 | | | 65,229 | |
| | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | |
| | |
| | |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | |
Purchase of Other Short-term Investments | | — |
| | — |
| | (1,000 | ) | |
Proceeds from Maturity of Other Short-term Investments | | — |
| | — |
| | 1,992 |
| Proceeds from Maturity of Other Short-term Investments | | 496 | | | 744 | | | 496 | |
Proceeds from Maturities of Securities Available-for-Sale | | 78,714 |
| | 79,955 |
| | 103,301 |
| Proceeds from Maturities of Securities Available-for-Sale | | 208,156 | | | 200,968 | | | 114,669 | |
Proceeds from Sales of Securities Available-for-Sale | | 91,013 |
| | 49,459 |
| | 165,102 |
| Proceeds from Sales of Securities Available-for-Sale | | 111,124 | | | 125,106 | | | 82,601 | |
Purchase of Securities Available-for-Sale | | (140,604 | ) | | (156,802 | ) | | (225,456 | ) | Purchase of Securities Available-for-Sale | | (1,020,695) | | | (664,989) | | | (169,640) | |
Proceeds from Maturities of Securities Held-to-Maturity | | — |
| | — |
| | 95 |
| |
Purchase of Federal Home Loan Bank Stock | | — |
| | — |
| | (1,350 | ) | |
Proceeds from Redemption of Federal Home Loan Bank Stock | | 2,607 |
| | — |
| | — |
| Proceeds from Redemption of Federal Home Loan Bank Stock | | 120 | | | 800 | | | 1,145 | |
Purchase of Loans | | (1,209 | ) | | (5,547 | ) | | (5,383 | ) | Purchase of Loans | | — | | | — | | | (2,051) | |
Proceeds from Sales of Loans | | 6,000 |
| | 1,106 |
| | 2,029 |
| |
Proceeds from Sales of Loans Held for Investment | | Proceeds from Sales of Loans Held for Investment | | — | | | 3,128 | | | — | |
Loans Made to Customers, net of Payments Received | | (87,127 | ) | | (149,336 | ) | | (106,198 | ) | Loans Made to Customers, net of Payments Received | | 59,557 | | | (10,114) | | | 3,925 | |
Proceeds from Sales of Other Real Estate | | 662 |
| | 1,435 |
| | 1,429 |
| Proceeds from Sales of Other Real Estate | | 1,423 | | | 340 | | | 369 | |
Property and Equipment Expenditures | | (15,186 | ) | | (11,183 | ) | | (5,234 | ) | Property and Equipment Expenditures | | (4,686) | | | (7,071) | | | (9,374) | |
Proceeds from Sales of Property and Equipment | | 40 |
| | 6 |
| | — |
| |
Proceeds from Sale of Land | | 393 |
| | — |
| | — |
| |
| Proceeds from Sale of Land and Building | | Proceeds from Sale of Land and Building | | 1,963 | | | 3,928 | | | 1,761 | |
Proceeds from Life Insurance | | 765 |
| | 1,627 |
| | — |
| Proceeds from Life Insurance | | 549 | | | 1,082 | | | 1,216 | |
Acquisition of River Valley Bancorp | | — |
| | — |
| | (1,016 | ) | |
Cash from Acquisition of Bank Branches | | 42,700 |
| | — |
| | — |
| |
Acquisition of First Security, Inc. | | (17,566 | ) | | — |
| | — |
| |
Sale of Bank Branches | | Sale of Bank Branches | | 1,694 | | | — | | | — | |
| Acquisition of Citizens First Corporation | | Acquisition of Citizens First Corporation | | — | | | — | | | 5,545 | |
Net Cash from Investing Activities | | (38,798 | ) | | (189,280 | ) | | (71,689 | ) | Net Cash from Investing Activities | | (640,299) | | | (346,078) | | | 30,662 | |
| | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | |
| | |
| | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | |
Change in Deposits | | (11,112 | ) | | 134,737 |
| | 118,231 |
| Change in Deposits | | 655,485 | | | 676,906 | | | (13,007) | |
Change in Short-term Borrowings | | 42,999 |
| | (4,054 | ) | | (40,163 | ) | Change in Short-term Borrowings | | 15,423 | | | (114,832) | | | (82,037) | |
Advances in Long-term Debt | | 25,000 |
| | 75,000 |
| | — |
| Advances in Long-term Debt | | — | | | — | | | 89,214 | |
Repayments of Long-term Debt | | (40,155 | ) | | (53,864 | ) | | (24,910 | ) | Repayments of Long-term Debt | | (58,091) | | | (40,625) | | | (65,171) | |
Issuance (Retirement) of Common Stock | | — |
| | (29 | ) | | 55 |
| Issuance (Retirement) of Common Stock | | — | | | (5,789) | | | — | |
Dividends Paid | | (14,074 | ) | | (11,842 | ) | | (10,630 | ) | Dividends Paid | | (22,220) | | | (20,136) | | | (17,556) | |
Net Cash from Financing Activities | | 2,658 |
| | 139,948 |
| | 42,583 |
| Net Cash from Financing Activities | | 590,597 | | | 495,524 | | | (88,557) | |
| | | | | | | | | | | | |
Net Change in Cash and Cash Equivalents | | 26,191 |
| | 5,543 |
| | 12,807 |
| Net Change in Cash and Cash Equivalents | | 51,142 | | | 241,864 | | | 7,334 | |
Cash and Cash Equivalents at Beginning of Year | | 70,359 |
| | 64,816 |
| | 52,009 |
| Cash and Cash Equivalents at Beginning of Year | | 345,748 | | | 103,884 | | | 96,550 | |
Cash and Cash Equivalents at End of Year | | $ | 96,550 |
| | $ | 70,359 |
| | $ | 64,816 |
| Cash and Cash Equivalents at End of Year | | $ | 396,890 | | | $ | 345,748 | | | $ | 103,884 | |
| | | | | | | | | | | | |
Cash Paid During the Year for | | |
| | |
| | |
| Cash Paid During the Year for | | | | | | |
Interest | | $ | 18,239 |
| | $ | 10,852 |
| | $ | 8,348 |
| Interest | | $ | 10,020 | | | $ | 20,484 | | | $ | 30,765 | |
Income Taxes | | 5,920 |
| | 12,462 |
| | 9,254 |
| Income Taxes | | 14,434 | | | 11,505 | | | 7,977 | |
| | | | | | | |
Supplemental Non Cash Disclosures (See Note 18 for Business Combinations) | | |
| | |
| | |
| Supplemental Non Cash Disclosures (See Note 18 for Business Combinations) | | | | | | |
Loans Transferred to Other Real Estate | | $ | 398 |
| | $ | 1,230 |
| | $ | 565 |
| Loans Transferred to Other Real Estate | | $ | — | | | $ | — | | | $ | 708 | |
Reclassification of Land and Buildings to Other Assets | | 850 |
| | 330 |
| | 664 |
| Reclassification of Land and Buildings to Other Assets | | — | | | — | | | 5,712 | |
Right of Use Asset Obtained in Exchange for Lease Liabilities | | Right of Use Asset Obtained in Exchange for Lease Liabilities | | — | | | — | | | 9,034 | |
See accompanying notes to the consolidated financial statements.
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 1 – Summary of Significant Accounting Policies
Impact of COVID-19
The novel coronavirus disease 2019 (COVID-19) pandemic continued to impact our operations during 2021. While uncertainty remains as to the future effects of the pandemic, an improving business climate, supported by unprecedented fiscal stimulus, an accommodative Federal Reserve, and the demonstrated ability of states and local governments to respond to COVID-19 and its variants, has helped to mitigate the negative impacts of the pandemic on our financial condition and results of operations, despite the challenges presented by very low interest rates, muted loan growth, excess liquidity and rising inflation.
Description of Business and Basis of Presentation
The operations of German American Bancorp, Inc's. operationsInc. (the “Company”) are primarily comprised of three3 business segments: core banking, trust and investment advisory services, and insurance operations. The accounting and reporting policies of German American Bancorp, Inc.the Company and its subsidiaries conform to U.S. generally accepted accounting principles. The more significant policies are described below. The consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of all material intercompany accounts and transactions. Certain prior year amounts have been reclassified to conform with current classifications. Reclassifications had no impact on shareholders' equity or net income. To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.
Securities
Debt securities classified as available-for-sale are securities that the Company intends to hold for an indefinite period of time, but not necessarily until maturity. These include securities that management may use as part of its asset/liability strategy, or that may be sold in response to changes in interest rates, changes in prepayment risk, or similar reasons. Securities classified as available-for-sale are reported at fair value with unrealized gains or losses included as a separate component of equity, net of tax. Securities classified as held-to-maturity are securities that the Company has both the ability and positive intent to hold to maturity. Securities held-to-maturity are carried at amortized cost.
Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage backed securities where prepayments are anticipated. Gains and losses on sales are recorded on trade date and determined using the specific identification method.
On January 1, 2018, the Company adopted the new accounting for Financial Instruments, which requires equity investmentsInvestments with readily determinable values (except those accounted for under equity method of accounting or those that result in consolidation of the investee) to beare measured at fair value with changes in fair value recognized in net income. Equity securities that do not have readily determinable fair values are carried at historical cost and evaluated for impairment on a periodic basis. The adoption of this guidance impacted one security and resulted in no adjustment to beginning retained earnings and no impact to beginning other comprehensive income. Upon adoption of the guidance, this equity security is no longer classified as available for sale. For additional information on this security, see Note 2 - Securities.
Management evaluates debt securities for other-than-temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) OTTI related to credit loss, which must be recognized in the income statement and 2) OTTI related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis.
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at fair value. Fair value is determined based on collateral value and prevailing market prices for loans with similar characteristics. Net unrealized gains or losses are recorded through earnings.
Mortgage loans held for sale are generally sold on a servicing released basis. Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold.
Loans
Loans that management originates and has the intent and ability to hold for the foreseeable future or until maturity or pay-offpayoff are reported at amortized cost. Amortized cost is the principal balance outstanding, net of unearned interest,purchase premiums and discounts, deferred loan fees and costs,costs. Accrued interest receivable totaled $11,016 at December 31, 2021 and an allowance for loan losses.was reported in Accrued Interest Receivable and Other Assets on the Consolidated Balance Sheets. Interest income is accrued on the unpaid principal balance and includes amortization of net deferred loanbalance. Loan origination fees and costs overare deferred and recognized in interest income using the loan termlevel-yield method without anticipating prepayments.
Purchase Credit Deteriorated (PCD) Loans
The Company has purchased loans, some of which have experienced more than insignificant credit deterioration since origination. PCD loans are recorded at the amount paid. An allowance for credit losses on loans is determined using the same methodology as other loans held for investment. The initial allowance for credit losses on loans determined on a collective basis
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 1 – Summary of Significant Accounting Policies (continued)
All classesis allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses on loans are generally placed on non-accrual status when scheduled principal or interest payments are past due for 90 days or more or whenbecomes its initial amortized cost basis. The difference between the borrower’s ability to repay becomes doubtful. Uncollected accrued interest for each classinitial amortized cost basis and the par value of loans is reversed against income at the time a loan is placed on non-accrual. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. All classes of loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Loans are typically charged-off at 180 days past due, or earlier if deemed uncollectible. Exceptions to the non-accrual and charge-off policies are made when the loan is well secured and in the process of collection.
Certain Purchased Loans
The Company purchases individual loans and groups of loans. Purchased loans that show evidence of credit deterioration since origination are recorded at the amount paid (or allocated fair value in a purchase business combination), such that therenoncredit discount or premium, which is no carryover of the seller’s allowance for loan losses. After acquisition, incurred losses are recognized by an increase in the allowance for loan losses. Such purchased loans are accounted for individually. The Company estimates the amount and timing of expected cash flows for each purchased loan and the expected cash flows in excess of amount paid is recorded asamortized into interest income over the remaining life of the loan (accretable yield). The excess ofloan. Subsequent changes to the loan’s contractual principal and interest over expected cash flows is notallowance for credit losses on loans are recorded (nonaccretable difference).through provision expense.
Over the life of the loan, expected cash flows continue to be estimated. If the present value of expected cash flows is less than the carrying amount, a loss is recorded. If the present value of expected cash flows is greater than the carrying amount, it is recognized as part of future interest income.
Allowance for LoanCredit Losses - Loans
The allowance for loancredit losses is a valuation allowance for probable incurred credit losses. Loan lossesaccount that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. SubsequentExpected recoveries if any, are crediteddo not exceed the aggregate of amounts previously charged-off and expected to the allowance. Managementbe charged-off.
The Company estimates the allowance balance required using relevant available information, from internal and external sources, relating to past loanevents, current conditions, and reasonable and supportable forecasts. Historical loss experience provides the nature and volumebasis for the estimation of the portfolio,expected credit losses. Adjustments to historical loss information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may beare made for specific loans, but the entire allowance is available for any loan that,changes in management’s judgment, should be charged-off. The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or special mention. The general component covers non-classified loans and is based on historical loss experience adjusted for current factors.
Loan impairment is reported when full repayment under the terms of the loan is not expected. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing rate, or at the fair value of collateral if repayment is expected solely from the collateral. Commercial and industrial loans, commercial real estate loans, and agricultural loans are evaluated individually for impairment. Smaller balance homogeneous loans are evaluated for impairmentunderwriting standards, portfolio mix, delinquency level, changes in total. Such loans include real estate loans secured by one-to-four family residences and loans to individuals for household, family and other personal expenditures. Individually evaluated loans on non-accrual are generally considered impaired. Impaired loans, or portions thereof, are charged off when deemed uncollectible.
Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a troubled debt restructuring is considered to be a collateral dependent loan, the loan is reported at the fair value of the collateral net of disposition costs. For troubled debt restructurings that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses.
The general component of the allowance for loan losses covers non-impaired loans and is based on historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment andenvironmental conditions, unemployment rates, risk classifications and is based on the actual loss history experienced by the Company over a 20 quarter average.collateral values. The Company separately assigns allocations for substandard and special mention commercial and agricultural credits as well as other categories of loans based on migration analysis techniques. This actual loss experienceThe migration analysis factors are calculated using a transition matrix to determine the likelihood of a customer’s asset quality rating migrating from its current rating to any other rating.
The allowance for credit losses is supplemented with other externalmeasured on a collective (pooled) basis when similar risk characteristics exist. The Company has identified the following portfolio segments and internal factorsmeasures the allowance for credit losses using the following methods:
Commercial and Industrial Loans - The principal risk of commercial and industrial loans is that these loans are primarily based on the risks present for each portfolio segment. These factors include considerationidentified cash flow of the following:borrower and secondarily on the collateral underlying the loans. Most commercial loans are secured by accounts receivable, inventory and equipment. If cash flow from business operations is reduced, the borrower’s ability to repay the loan may diminish, and over time, it may also be difficult to substantiate current value of inventory and equipment. Repayment of these loans are more sensitive than other types of loans to adverse conditions in the general economy.
Commercial Real Estate Loans - Commercial real estate lending is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. Commercial real estate loans are collateralized by the borrower’s underlying real estate. Therefore, diminished cash flows not only affects the ability to repay the loan, it may also reduce the underlying collateral value.
Agricultural Loans - This portfolio is diversified between real estate financing, equipment financing and lines of credit in various segments including grain production, poultry production and livestock production. Mitigating any concentration of risk that may exist in the Company’s agricultural loan portfolio is the use of federal government guarantee programs.
Leases - Leases are primarily for equipment leased to varying types of businesses. If the cash flows from the business operations is reduced, the business’s ability to repay the lease is diminished as well.
Home Equity Loans - Home equity loans are generally secured by 1-4 family residences that are owner-occupied. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by unemployment levels in the market area due to economic conditions.
Consumer Loans - Consumer loan repayment is typically dependent on the borrower remaining employed through the life of the loan as well as the borrower maintaining the underlying collateral adequately.
Credit Cards - Credit card loans are unsecured and trendsrepayment is primarily dependent on the personal income of the borrower.
Residential Mortgage Loans - Residential mortgage loans are typically secured by 1-4 family residences that are owner-occupied. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by unemployment levels in delinquencies and impaired loans; levels of and trends in charge-offs and recoveries; trends in volume and terms of loans; effects of anythe market area due to economic conditions. Repayment may also be impacted by changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations. The following portfolio segments have been identified: Commercial Loans and Retail Loans. Commercial Loans have been classified according to the following risk characteristics: Commercial and Industrial Loans and Leases,residential property values.
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Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 1 – Summary of Significant Accounting Policies (continued)
Commercial Real Estate, and Agricultural Loans. Commercial and Industrial loansLoans that do not share risk characteristics are primarily basedevaluated on an individual basis. Loans evaluated individually are also not included in the cash flows of the business operations and secured by assets being financed and other assets such as accounts receivable and inventory. Commercial Real Estate Loans and Agricultural Loans are primarily based on cash flow ofcollective evaluation. When the borrower and their business and further secured by real estate. All types of commercial and agricultural (real estate secured and non-real estate) may also come with personal guarantees ofis experiencing financial difficulty at the borrowers and business owners. Retail Loans have been classified according to the following risk characteristics: Home Equity Loans, Consumer Loans and Residential Mortgage Loans. Retail loans are generally dependent on personal income of the customer,reporting date and repayment is dependent on borrower’s personal cash flow and employment status which canexpected to be affected by general economic conditions. Additionally,provided substantially through the operation or sale of the collateral, values may fluctuateexpected credit losses are based on the impact of economic conditions on residential real estate values and other consumer type assets such as automobiles.
Loans or portions of loans shall be charged off when there is a distinct probability of loss identified. A distinct probability of loss exists when it has been determined that any remaining sources of repayment are insufficient to cover all outstanding principal. The probable loss is immediately calculated based on the value of the remaining sources of repayment and charged to the allowance for loan loss.
Servicing Rights
When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based on market prices for comparable mortgage servicing contracts when available or, alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans. Through the acquisition of River Valley Bancorp in 2016, German American acquired a portfolio of servicing rights on mortgage loans. German American also acquired a portfolio of servicing rights on mortgage loans through the acquisition of five branch locations of First Financial Bancorp (formerly branch locations of Mainsource Financial Group, Inc. prior to its merger with First Financial Bancorp on April 1, 2018). The fair value of mortgage servicing rights were $995 and $547 at December 31, 2018 and 2017, respectively.
On a quarterly basis, loan servicing rights are evaluated for impairment based upon the fair value of the rightscollateral at the reporting date adjusted for selling costs.
Troubled Debt Restructurings (“TDR”)
A loan for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, is considered to be a TDR. The allowances for credit losses on loans on a TDR is measured using the same method as all other loans held for investment.
Loan Modifications and Troubled Debt Restructurings due to COVID-19
On April 7, 2020, the Board of Governors of the Federal Reserve System (the “FRB”), the Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation (the “FDIC” and, together with the FRB and OCC, the “federal banking regulators”) issued a revised Interagency Statement on Loan Modifications and Reporting for Financial Institutions, which, among other things, encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19, and stated that institutions generally do not need to categorize COVID-19-related modifications as troubled debt restructurings and that the agencies will not direct supervised institutions to automatically categorize all COVID-19 related loan modifications as troubled debt restructurings. Similarly, under the CARES Act, provisions were included that allow for loan modifications to not be classified as TDRs if certain criteria are met. This TDR exemption, which was set to expire on December 31, 2020, was extended under the 2021 Consolidated Appropriations Act adopted on December 27, 2020, to the earlier of (i) 60 days after the national emergency concerning the COVID-19 outbreak terminates, and (ii) January 1, 2022.
Allowance for Credit Losses on Available-For-Sale Securities
For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available for sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to carrying amount. The valuation model utilizes interest rate, prepayment speed, and default rate assumptions that market participants would use in estimating future net servicing income and that can be validated against available market data.
Servicing fee income is reported on the income statement as other operating income. The fees are based on a contractual percentageamortized cost basis of the outstanding principalsecurity. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recorded in other comprehensive income.
Changes in the allowance for credit losses are recorded as provision for, or reversal of, credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.
Allowance for Credit Losses on Off-Balance Sheet Credit Exposures
The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as a provision for credit loss expense included in other expense on the consolidated income when earned.statement. The amortizationestimate includes consideration of mortgage servicing right is netted against loan servicing fee income.the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. Expected utilization rates are compared to the current funded portion of the total commitment amount as a practical expedient for funded exposure at default.
Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB of Indianapolis. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.
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Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 1 – Summary of Significant Accounting Policies (continued)
Premises, Furniture and Equipment
Land is carried at cost. Premises, furniture, and equipment are stated at cost less accumulated depreciation. Buildings and related components are depreciated using the straight-line method with useful lives ranging generally from 10 to 40 years. Furniture, fixtures, and equipment are depreciated using the straight-line method with useful lives ranging generally from 3 to 10 years.
Other Real Estate
Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. Physical possession of commercial/residential real estate property collateralizing a commercial/consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through the completion of a deed in lieu of foreclosure or through a similar legal agreement. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed.
Goodwill and Other Intangible Assets
Goodwill resultingarises from business combinations prior to January 1, 2009 represents the excess of the purchase price over the fair value of the net assets of businesses acquired. Goodwill resulting from business combinations after January 1, 2009,and is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible
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Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 1 – Summary of Significant Accounting Policies (continued)
assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually. The Company has selected December 31 as the date to perform the annual impairment test. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on the Company’s balance sheet.
Other intangible assets consist of core deposit and acquired customer relationship intangible assets. They are initially measured at fair value and then are amortized over their estimated useful lives, which range from 6 to 10 years.
Company Owned Life Insurance
The Company has purchased life insurance policies on certain directors and executives. This life insurance is recorded at its cash surrender value or the amount that can be realized, which considers any adjustments or changes that are probable at settlement.
Loss Contingencies
Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe currently that there are any such matters that will have a material impact on the financial statements.
Loan Commitments and Related Financial Instruments
Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.
Restrictions on Cash
At December 31, 20182021 and 2017, respectively,2020, the Company was not required to have $15,170 and $10,967balance on depositdeposits with the Federal Reserve, or as cash on hand.
Long-term Assets
Premises and equipment, core deposit and other intangible assets, and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.
Stock Based Compensation
Compensation cost is recognized for stock options and restricted stock awards issued to employees and directors, based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Corporation’s common stock at the date of grant is used for restricted stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period.
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Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 1 – Summary of Significant Accounting Policies (continued)
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale and changes in unrecognized amounts in pension and other postretirement benefits, which are also recognized as a separate component of equity.
Income Taxes
Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
A 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 of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.
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Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
The Company recognizes interest and/or penalties related to income tax matters in other operating expense.
NOTE 1 – Summary of Significant Accounting Policies (continued)
Retirement Plans
Pension expense under the suspended defined benefit plan is the net of interest cost, return on plan assets and amortization of gains and losses not immediately recognized. Employee 401(k) and profit sharing plan expense is the amount of matching contributions. Deferred compensation and supplemental retirement plan expense allocates the benefits over years of service.
Earnings Per Share
Earnings per share are based on net income divided by the weighted average number of shares outstanding during the period. Diluted earnings per share show the potential dilutive effect of additional common shares issuable under the Company’s stock based compensation plans. Earnings per share are retroactively restated for stock splits and stock dividends.
Cash Flow Reporting
The Company reports net cash flows for customer loan transactions, deposit transactions, deposits made with other financial institutions and short-term borrowings. Cash and cash equivalents are defined to include cash on hand, demand deposits in other institutions and Federal Funds Sold.
Fair Values of Financial Instruments
Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 15. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.
NewRecently Adopted Accounting Pronouncements Guidance
In February 2016, the FASB amended existing guidance (ASU No. 2016-02, Leases (Topic 842)) that requires lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date (1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The new guidance also requires enhanced disclosure about an entity's leasing arrangements. The Company will adopt Topic 842 in the first quarter of 2019, as required for public business entities.
An entity may adopt the new guidance by either restating prior periods and recording a cumulative effect adjustment at the beginning of the earliest comparative period presented or by recording a cumulative effect adjustment at the beginning of the period of adoption. The Company plans to record a cumulative effect adjustment at the beginning of the earliest comparative period.
Based on our leases outstanding as of December 31, 2018, the Company does not expect this new guidance to have a material impact on the consolidated results of operation or financial condition. However as a result of this new guidance, the Company anticipates an estimated increase in total assets and total liabilities on the Consolidated Balance Sheet of approximately $9,300.
In June 2016, the Financial Accounting Standards Board (“FASB”) issued guidance (ASU No.ASU 2016-13, Financial Instruments - Credit Losses (Topic 326)) to replace: Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss modelmethodology with an expected loss model, whichmethodology that is referred to as the current expected credit loss (CECL) model.methodology. The measurement of expected credit losses under the CECL modelmethodology is applicable to the measurement of credit losses on financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and reinsurance receivables.securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor. This standard will be effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within that reporting period.
. The transition to the new standard will be applied as follows:
For debt securities with other-than-temporary impairment (OTTI), the guidance will be applied prospectively.
Existing purchased credit impaired (PCI) assets will be grandfathered and classified as purchased credit deteriorated (PCD) assets at the dateCECL model requires an estimate of adoption. The asset will be grossed up for the allowance for expected credit losses, measured over the contractual life of an instrument, which considers reasonable and supportable forecasts of future economic conditions in addition to information about past events and current conditions. The standard provides significant flexibility and requires a high degree of judgement with regards to pooling financial assets with similar risk characteristics and adjusting the relevant historical loss information in order to develop an estimate of expected lifetime losses.
The Company adopted ASC 326 on January 1, 2020 using the modified retrospective approach. Results for all PCD assets at the date of adoption and willreporting periods after January 1, 2020 are presented under ASC 326 while prior period amounts continue to recognize the noncredit discountbe reported in interest income based on the yieldaccordance with previously applicable GAAP. The Company recorded a net reduction of such assets as of the adoption date. Subsequent changes in expected credit losses will be recorded through the allowance.
For all other assets within the scope of CECL, a cumulative-effect adjustment will be recognized in retained earnings as of the beginning of the first reporting period in which the guidance is effective.$6,717 upon adoption.
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Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 1 – Summary of Significant Accounting Policies (continued)
The Company adopted ASC 326 using the prospective transition approach for financial assets purchased with credit deterioration (PCD) that were previously classified as purchased credit impaired (PCI) and accounted for under ASC 310-30. In accordance with the standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. On January 1, 2020, the amortized cost basis of the PCD assets were adjusted to reflect the addition of $6,886 of the allowance for credit losses. The remaining noncredit discount (based on the adjusted amortized cost basis) will be accreted into interest income at the effective interest rate as of January 1, 2020.
The Company has formed a cross-functional committee that has assessed data and system needs, selected a vendorexpanded the loan portfolio segments used to provide modeling needs, and implemented new software with the plan to run parallel processing of our existing allowance for loan loss model with the CECL model in the first quarter of 2019. The Company expects to recognize a one-time cumulative adjustment todetermine the allowance for credit losses for loans into 8 loan lossessegments as opposed to 6 loan segments under the incurred loss methodology. The following table illustrates the impact of the segment expansion as of January 1, 2020.
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(dollars in thousands) | | December 31, 2019 Statement Balance | | Segment Portfolio Reclassifications | | December 31, 2019 After Reclassification |
Loans: | | | | | | |
| Commercial and Industrial Loans | | $ | 589,758 | | | $ | (57,257) | | | $ | 532,501 | |
| Commercial Real Estate Loans | | 1,495,862 | | | N/A | | 1,495,862 | |
| Agricultural Loans | | 384,526 | | | N/A | | 384,526 | |
| Leases | | N/A | | 57,257 | | | 57,257 | |
| Home Equity Loans | | 225,755 | | | N/A | | 225,755 | |
| Consumer Loans | | 81,217 | | | (11,953) | | | 69,264 | |
| Credit Cards | | N/A | | 11,953 | | | 11,953 | |
| Residential Mortgage Loans | | 304,855 | | | N/A | | 304,855 | |
| Total Loans | | $ | 3,081,973 | | | $ | — | | | $ | 3,081,973 | |
The following table illustrates the beginningimpact of ASC 326: | | | | | | | | | | | | | | | | | | | | |
(dollars in thousands) | | December 31, 2019 After Reclassification | | Impact of ASC 326 Adoption | | January 1, 2020 Post-ASC 326 Adoption |
Assets: | | | | | | |
Loans: | | | | | | |
Commercial and Industrial Loans | | $ | 532,501 | | | $ | 2,191 | | | $ | 534,692 | |
Commercial Real Estate Loans | | 1,495,862 | | | 4,385 | | | 1,500,247 | |
Agricultural Loans | | 384,526 | | | 128 | | | 384,654 | |
Leases | | 57,257 | | | — | | | 57,257 | |
Home Equity Loans | | 225,755 | | | 35 | | | 225,790 | |
Consumer Loans | | 69,264 | | | — | | | 69,264 | |
Credit Cards | | 11,953 | | | — | | | 11,953 | |
Residential Mortgage Loans | | 304,855 | | | 147 | | | 305,002 | |
Allowance for Credit Losses on Loans | | (16,278) | | | (15,653) | | | (31,931) | |
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Liabilities: | | | | | | |
Allowance for Credit Losses on Unfunded Loan Commitments | | $ | — | | | $ | (173) | | | $ | (173) | |
In December 2018, federal banking regulators approved a final rule to address changes to credit loss accounting under GAAP, including banking organizations’ implementation of CECL. The final rule provides banking organizations the option to phase in over a three-year period the day-one adverse effects on regulatory capital that may result from the adoption of the first reportingnew accounting standard. On March 27, 2020, in an action related to the CARES Act, the federal banking regulators announced an interim final rule to delay the estimated impact on regulatory capital stemming from the implementation of CECL. The interim final rule, which was finalized effective September 30, 2020, maintains the three-year transition option in the previous rule and provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period in which(five-year transition option). The
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Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 1 – Summary of Significant Accounting Policies (continued)
Company has taken advantage of the new standard iscapital transition relief over the permissible five-year period and will begin the three-year phase-in of the regulatory impact effective but cannot estimate the amount at this time.January 1, 2022.
In MarchJanuary 2017, the FASB amended existing guidance (ASUissued ASU No. 2017-08, Receivables-Nonrefundable Fees2017-04, Intangibles - Goodwill and Other Costs (Subtopic 310-20))Other: Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to amendthat reporting unit. In addition, the amortizationincome tax effects of tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments should be applied on a prospective basis. The nature of and reason for the change in accounting principle should be disclosed upon transition. The amendments in this update became effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and did not have a material impact on the Company’s financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendment removes certain disclosures required by Topic 820 related to transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. The update also adds certain disclosure requirements related to changes in unrealized gains and losses for the period included in other comprehensive income for certain purchased callable debt securitiesrecurring Level 3 fair value measurements held at a premium. The amortization period has been shortened to the earliest call date. Under current generally accepted accounting principles, entities generally amortize the premium as an adjustment of yield over the contractual lifeend of the instrument. Thesereporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments arein this update became effective for public business entities for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. The Company early adopted this guidance in 20172019 and it did not have a material impact on the Company's operating results orCompany’s financial condition.statements.
In February 2018,March 2020, the FASB issued newASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. These amendments provide temporary optional guidance (ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220)) to allow a reclassification from accumulated other comprehensive incomeease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to retained earnings for stranded tax effects resulting fromcontract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the Tax Cuts and Jobs Act.global market-wide reference rate transition period. The amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. This amendmentguidance is effective for public businessall entities for fiscal years beginning afteras of March 12, 2020 through December 15, 2018, and interim periods within those fiscal years.31, 2022. The Company early adoptedis continuing to evaluate the impact of adopting this guidance in 2017standard over the effective period, and does not expect it did notto have a material impact on the Company's operating results or financial condition.impact.
NOTE 2 -– Securities
The amortized cost, unrealized gross gains and losses recognized in accumulated other comprehensive income (loss), and fair value of Securities Available-for-Sale were as follows:
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Securities Available-for-Sale: | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
2021 | | | | | | | | |
Obligations of State and Political Subdivisions | | $ | 896,048 | | | $ | 31,138 | | | $ | (1,480) | | | $ | 925,706 | |
MBS/CMO | | 797,693 | | | 4,738 | | | (10,481) | | | 791,950 | |
US Gov’t Sponsored Entities & Agencies | | 175,457 | | | 192 | | | (3,688) | | | 171,961 | |
Total | | $ | 1,869,198 | | | $ | 36,068 | | | $ | (15,649) | | | $ | 1,889,617 | |
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2020 | | | | | | | | |
Obligations of State and Political Subdivisions | | $ | 548,273 | | | $ | 33,077 | | | $ | (103) | | | $ | 581,247 | |
MBS/CMO | | 535,526 | | | 12,806 | | | (25) | | | 548,307 | |
US Gov’t Sponsored Entities & Agencies | | 88,376 | | | 120 | | | (198) | | | 88,298 | |
Total | | $ | 1,172,175 | | | $ | 46,003 | | | $ | (326) | | | $ | 1,217,852 | |
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
|
| | | | | | | | | | | | | | | | |
Securities Available-for-Sale: | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
2018 | | |
| | |
| | |
| | |
|
Obligations of State and Political Subdivisions | | $ | 291,449 |
| | $ | 4,407 |
| | $ | (1,323 | ) | | $ | 294,533 |
|
MBS/CMO – Residential | | 529,805 |
| | 1,029 |
| | (12,756 | ) | | 518,078 |
|
Total | | $ | 821,254 |
| | $ | 5,436 |
| | $ | (14,079 | ) | | $ | 812,611 |
|
| | | | | | | | |
2017 | | |
| | |
| | |
| | |
|
Obligations of State and Political Subdivisions | | $ | 267,437 |
| | $ | 6,733 |
| | $ | (861 | ) | | $ | 273,309 |
|
MBS/CMO - Residential | | 476,205 |
| | 416 |
| | (9,289 | ) | | 467,332 |
|
Total | | $ | 743,642 |
| | $ | 7,149 |
| | $ | (10,150 | ) | | $ | 740,641 |
|
NOTE 2 – Securities (continued)
All mortgage-backed securities in the above table (identified above and throughout this Note 2 as "MBS/CMO - Residential"“MBS/CMO”) are residential and multi-family mortgage-backed securities and guaranteed by government sponsored entities. The US Gov’t Sponsored Entities & Agencies in the above table have underlying collateral of equipment, machinery and commercial real estate.
The amortized cost and fair value of Securitiessecurities at December 31, 20182021 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because some issuers have the right to call or prepay certain obligations with or without call or prepayment penalties. Mortgage-backed Securitiessecurities are not due at a single maturity date and are shown separately.
| | | | | | | | | | | | | | |
| | Amortized Cost | | Fair Value |
Securities Available-for-Sale: | | | | |
Due in one year or less | | $ | 2,806 | | | $ | 2,844 | |
Due after one year through five years | | 18,670 | | | 19,395 | |
Due after five years through ten years | | 70,964 | | | 75,685 | |
Due after ten years | | 803,608 | | | 827,782 | |
MBS/CMO | | 797,693 | | | 791,950 | |
US Gov’t Sponsored Entities & Agencies | | 175,457 | | | 171,961 | |
Total | | $ | 1,869,198 | | | $ | 1,889,617 | |
|
| | | | | | | | |
| | Amortized Cost | | Fair Value |
Securities Available-for-Sale: | | |
| | |
|
Due in one year or less | | $ | 2,195 |
| | $ | 2,202 |
|
Due after one year through five years | | 16,401 |
| | 16,689 |
|
Due after five years through ten years | | 82,449 |
| | 84,085 |
|
Due after ten years | | 190,404 |
| | 191,557 |
|
MBS/CMO - Residential | | 529,805 |
| | 518,078 |
|
Total | | $ | 821,254 |
| | $ | 812,611 |
|
| | | | | | | | | | | | | | | | | | | | |
| | 2021 | | 2020 | | 2019 |
Proceeds from the Sales of Securities are summarized below: | | Available- for-Sale | | Available- for-Sale | | Available- for-Sale |
| | | | | | |
Proceeds from Sales | | $ | 111,124 | | | $ | 125,106 | | | $ | 82,601 | |
Gross Gains on Sales | | 2,247 | | | 4,081 | | | 1,248 | |
| | | | | | |
Income Taxes on Gross Gains | | 472 | | | 857 | | | 262 | |
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 2 – Securities (continued)
|
| | | | | | | | | | | | |
| | 2018 | | 2017 | | 2016 |
Proceeds from the Sales of Securities are summarized below: | | Available- for-Sale | | Available- for-Sale | | Available- for-Sale |
| | | | | | |
Proceeds from Sales | | $ | 91,013 |
| | $ | 49,459 |
| | $ | 165,102 |
|
Gross Gains on Sales | | 706 |
| | 596 |
| | 1,979 |
|
| | | | | | |
Income Taxes on Gross Gains | | 148 |
| | 209 |
| | 693 |
|
The carrying value of securities pledged to secure repurchase agreements, public and trust deposits, and for other purposes as required by law was $211,239$222,896 and $165,404$237,506 as of December 31, 20182021 and 2017,2020, respectively.
Below is a summary of securities with unrealized losses as of year-end 20182021 and 2017,2020, presented by length of time the securities have been in a continuous unrealized loss position:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Less than 12 Months | | 12 Months or More | | Total |
| | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss |
December 31, 2021 | | | | | | | | | | | | |
Obligations of State and Political Subdivisions | | $ | 165,210 | | | $ | (1,386) | | | $ | 1,500 | | | $ | (94) | | | $ | 166,710 | | | $ | (1,480) | |
MBS/CMO | | 467,888 | | | (9,100) | | | 36,827 | | | (1,381) | | | 504,715 | | | (10,481) | |
US Gov’t Sponsored Entities & Agencies | | 126,103 | | | (3,480) | | | 7,288 | | | (208) | | | 133,391 | | | (3,688) | |
Total | | $ | 759,201 | | | $ | (13,966) | | | $ | 45,615 | | | $ | (1,683) | | | $ | 804,816 | | | $ | (15,649) | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Less than 12 Months | | 12 Months or More | | Total |
| | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss |
December 31, 2018 | | |
| | |
| | |
| | |
| | |
| | |
|
Obligations of State and Political Subdivisions | | $ | 37,936 |
| | $ | (286 | ) | | $ | 49,071 |
| | $ | (1,037 | ) | | $ | 87,007 |
| | $ | (1,323 | ) |
MBS/CMO - Residential | | 56,386 |
| | (601 | ) | | 356,218 |
| | (12,155 | ) | | 412,604 |
| | (12,756 | ) |
Total | | $ | 94,322 |
| | $ | (887 | ) | | $ | 405,289 |
| | $ | (13,192 | ) | | $ | 499,611 |
| | $ | (14,079 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Less than 12 Months | | 12 Months or More | | Total |
| | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss |
December 31, 2020 | | | | | | | | | | | | |
Obligations of State and Political Subdivisions | | $ | 10,652 | | | $ | (103) | | | $ | — | | | $ | — | | | $ | 10,652 | | | $ | (103) | |
MBS/CMO | | 19,631 | | | (25) | | | — | | | — | | | 19,631 | | | (25) | |
US Gov’t Sponsored Entities & Agencies | | 59,054 | | | (198) | | | — | | | — | | | 59,054 | | | (198) | |
Total | | $ | 89,337 | | | $ | (326) | | | $ | — | | | $ | — | | | $ | 89,337 | | | $ | (326) | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Less than 12 Months | | 12 Months or More | | Total |
| | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss |
December 31, 2017 | | |
| | |
| | |
| | |
| | |
| | |
|
Obligations of State and Political Subdivisions | | $ | 33,230 |
| | $ | (237 | ) | | $ | 24,161 |
| | $ | (624 | ) | | $ | 57,391 |
| | $ | (861 | ) |
MBS/CMO - Residential | | 172,354 |
| | (2,048 | ) | | 250,520 |
| | (7,241 | ) | | 422,874 |
| | (9,289 | ) |
Total | | $ | 205,584 |
| | $ | (2,285 | ) | | $ | 274,681 |
| | $ | (7,865 | ) | | $ | 480,265 |
| | $ | (10,150 | ) |
SecuritiesAvailable-for-sale debt securities in unrealized loss positions are written downevaluated for impairment related to fair value when a declinecredit losses at least quarterly. For available-for-sale debt securities in fair value is not considered temporary. In estimating other-than-temporary losses, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whetheran unrealized loss position, the Company has the intentassesses whether we intend to sell, the debt security
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 2 – Securities (continued)
or it is more likely than not that we will be required to sell the debt security before recovery of its anticipated recovery. The Company doesn’t intendamortized cost basis. If either of the criteria regarding intent or requirement to sell or expectis met, the security’s amortized cost basis is written down to be required to sell thesefair value through income. For available-for sale debt securities andthat do not meet the criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is largely dueless than amortized cost, any changes to changes in market interest rates; therefore, the Company does not consider these securitiesrating of the security by a rating agency, and adverse conditions specifically related to the security and the issuer, among other factors. If this assessment indicates that a credit loss exists, we compare the present value of cash flows expected to be other-than-temporarily impaired. Allcollected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of applicable taxes. No allowance for credit losses for available-for-sale debt securities was needed at December 31, 2021 or 2020. Accrued interest receivable on available-for-sale debt securities totaled $8,990 at December 31, 2021 and is excluded from the estimate of credit losses. The unrealized losses attributable to our state and political subdivisions, mortgage-backed securities and collateralized mortgages obligations (MBS/CMO - Residential) in the Company’s portfolio are guaranteed byUS government sponsored entities and agencies are investment grade, and are performing as expected.the result of fluctuations in interest rates.
The Company’s equity securities are listed as Other Investments on the Consolidated Balance Sheets and consist of one1 non-controlling investment in a single banking organization at December 31, 20182021 and 2017.2020. The original investment totaled $1,350 and other-than-temporary impairment was previously recorded totaling $997. The Company'sCompany’s equity securities are considered not to have readily determinable fair value and are carried at cost and evaluated for impairment. During 2018, thereThere was no additional impairment recognized through earnings.earnings during 2021 or 2020.
NOTE 3 –- Derivatives
The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. The notional amounts of these interest rate swaps and the offsetting counterparty derivative instruments were $85.6$143.6 million and $87.8$117.6 million at December 31, 20182021 and 2017,2020, respectively. These interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions with approved, reputable, independent counterparties with substantially matching terms. The agreements are considered stand alone derivatives and changes in the fair value of derivatives are reported in earnings as non-interest income.
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 3 – Derivatives (continued)
Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. The Company’s exposure is limited to the replacement value of the contracts rather than the notional, principal or contract amounts. There are provisions in the agreements with the counterparties that allow for certain unsecured credit exposure up to an agreed threshold. Exposures in excess of the agreed thresholds are collateralized. In addition, the Company minimizes credit risk through credit approvals, limits, and monitoring procedures.
The following table reflects the fair value hedges included in the Consolidated Balance Sheets as of:
| | | | December 31, 2018 | | December 31, 2017 | | | December 31, 2021 | | December 31, 2020 |
| | Notional Amount | | Fair Value | | Notional Amount | | Fair Value | | Notional Amount | | Fair Value | | Notional Amount | | Fair Value |
Included in Other Assets: | | |
| | |
| | |
| | |
| Included in Other Assets: | | | | | | | | |
Interest Rate Swaps | | $ | 85,587 |
| | $ | 1,713 |
| | $ | 87,788 |
| | $ | 1,564 |
| Interest Rate Swaps | | $ | 143,593 | | | $ | 4,519 | | | $ | 117,621 | | | $ | 8,806 | |
Included in Other Liabilities: | | |
| | |
| | |
| | |
| Included in Other Liabilities: | |
Interest Rate Swaps | | $ | 85,587 |
| | $ | 1,734 |
| | $ | 87,788 |
| | $ | 1,633 |
| Interest Rate Swaps | | $ | 143,593 | | | $ | 4,762 | | | $ | 117,621 | | | $ | 9,353 | |
The following table presents the effect of derivative instruments on the Consolidated Statements of Income for the years ended December 31, 2018, 20172021, 2020 and 20162019 is as follows:
| | | | 2018 | | 2017 | | 2016 | | | 2021 | | 2020 | | 2019 |
Interest Rate Swaps: | | |
| | |
| | |
| Interest Rate Swaps: | | | | | | |
Included in Other Income | | $ | 48 |
| | $ | 478 |
| | $ | 1,207 |
| Included in Other Income | | $ | 1,131 | | | $ | 268 | | | $ | 429 | |
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans
Loans were comprised of the following classifications at December 31:
| | | | | | | | | | | | | | |
| | 2021 | | 2020 |
Commercial: | | | | |
Commercial and Industrial Loans | | $ | 493,005 | | | $ | 638,773 | |
Commercial Real Estate Loans | | 1,530,677 | | | 1,467,397 | |
Agricultural Loans | | 358,150 | | | 376,186 | |
Leases | | 55,345 | | | 55,664 | |
Retail: | | | | |
Home Equity Loans | | 222,525 | | | 219,348 | |
Consumer Loans | | 70,302 | | | 66,717 | |
Credit Cards | | 14,357 | | | 11,637 | |
Residential Mortgage Loans | | 263,565 | | | 256,276 | |
Subtotal | | 3,007,926 | | | 3,091,998 | |
Less: Unearned Income | | (3,662) | | | (3,926) | |
Allowance for Credit Losses | | (37,017) | | | (46,859) | |
Loans, net | | $ | 2,967,247 | | | $ | 3,041,213 | |
|
| | | | | | | | |
| | 2018 | | 2017 |
Commercial: | | |
| | |
|
Commercial and Industrial Loans and Leases | | $ | 543,761 |
| | $ | 486,668 |
|
Commercial Real Estate Loans | | 1,208,646 |
| | 926,729 |
|
Agricultural Loans | | 365,208 |
| | 333,227 |
|
Retail: | | |
| | |
|
Home Equity Loans | | 207,987 |
| | 152,187 |
|
Consumer Loans | | 77,547 |
| | 67,475 |
|
Residential Mortgage Loans | | 328,592 |
| | 178,733 |
|
Subtotal | | 2,731,741 |
| | 2,145,019 |
|
Less: Unearned Income | | (3,682 | ) | | (3,381 | ) |
Allowance for Loan Losses | | (15,823 | ) | | (15,694 | ) |
Loans, net | | $ | 2,712,236 |
| | $ | 2,125,944 |
|
As further describedpreviously disclosed, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law in Note 18,March 2020, providing an approximately $2 trillion stimulus package that included direct payments to individual taxpayers, economic stimulus to significantly impacted industry sectors, emergency funding for hospitals and providers, small business loans, increased unemployment benefits, and a variety of tax incentives. For small businesses, eligible nonprofits and certain others, the CARES Act established a Paycheck Protection Program (“PPP”), a lending program administered by the Small Business Administration (“SBA”) that is intended to incentivize participants to retain their employees by providing them with loans that are fully guaranteed by the U.S. government and subject to forgiveness if program guidelines are met. The PPP was later extended and modified by the Paycheck Protection Program and Health Care Enhancement Act in April 2020 and the Paycheck Protection Program Flexibility Act in June 2020, with PPP funding under this initial round expiring on August 8, 2020.
In December 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act was signed into law as part of the Consolidated Appropriations Act, 2021 (the “CAA”). In addition to direct stimulus payments and other aid, this Act provided for a second round of PPP loans through March 31, 2021. Under the American Rescue Plan Act of 2021 and the PPP Extension Act of 2021, which were both enacted during 2018March 2021, additional funds were provided for the program and the deadline for applying for PPP loans was extended through May 31, 2021 (with the SBA having been given until June 30, 2021 to process loan applications).
The Company actively participated in both rounds of the PPP, lending funds primarily to its existing loan and/or deposit customers. The PPP loans carry an interest rate of 1.00% and included a processing fee that varied depending on the balance of the loan at origination (which fee is recognized over the life of the loan). The vast majority of the Company’s PPP loans made during 2020 had two-year maturities, while PPP loans made during 2021 have five-year maturities.
Under the first round of the PPP (i.e., the 2020 round), the Company acquiredoriginated loans at fair value from two separate acquisitions. The table below summarizestotaling approximately $351,260 in principal amount, with approximately $12,024 of related net processing fees on 3,070 PPP loan relationships. As of December 31, 2021, $349,152 of those first round PPP loans had been forgiven by the SBA and repaid to the Company pursuant to the terms of the program or repaid by customers, with $12,012 in net processing fees having been recognized by the Company.
Under the second round of the PPP (i.e., the 2021 round), the Company originated loans acquiredtotaling approximately $157,042 in principal amount, with approximately $9,022 of related net processing fees, on 2,601 PPP loan relationships. As of December 31, 2021, $138,828 of second round PPP loans had been forgiven by the current year.SBA and repaid to the Company, with $8,160 in net processing fees having been recognized by the Company. As a result of the forgiveness of the first and second round PPP loans, $20,322 of total PPP loans remain outstanding as of December 31, 2021, with approximately $872 of net fees remaining deferred on that date.
|
| | | | | | | | | | | | |
| | Acquired Loan Balance | | Fair Value Discounts | | Fair Value |
| | | | | | |
Branch Acquisition | | $ | 119,176 |
| | $ | (2,871 | ) | | $ | 116,305 |
|
Bank Acquisition | | 402,234 |
| | (12,128 | ) | | 390,106 |
|
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans (continued)
The table below summarizes the remaining carrying amount of acquired loans included in the December 31, 2018 table above.Allowance for Credit Losses for Loans
|
| | | | | | | | |
| | Loan Balance at December 31, 2018 | | Fair Value Discount at December 31, 2018 |
| | | | |
Branch Acquisition | | $ | 108,505 |
| | $ | (2,491 | ) |
Bank Acquisition | | 385,557 |
| | (11,063 | ) |
The following tables present the activity in the allowance for loancredit losses by portfolio classsegment for the years ended December 31, 2018, 2017,2021 and 2016: 2020:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Commercial and Industrial Loans and Leases | | Commercial Real Estate Loans | | Agricultural Loans | | Home Equity Loans | | Consumer Loans | | Residential Mortgage Loans | | Unallocated | | Total |
December 31, 2018 | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Beginning Balance | | $ | 4,735 |
| | $ | 4,591 |
| | $ | 4,894 |
| | $ | 330 |
| | $ | 298 |
| | $ | 343 |
| | $ | 503 |
| | $ | 15,694 |
|
Provision for Loan Losses | | (423 | ) | | 729 |
| | 862 |
| | (52 | ) | | 608 |
| | 167 |
| | 179 |
| | 2,070 |
|
Recoveries | | 141 |
| | 20 |
| | 20 |
| | 12 |
| | 375 |
| | 37 |
| | — |
| | 605 |
|
Loans Charged-off | | (1,500 | ) | | (49 | ) | | — |
| | (61 | ) | | (861 | ) | | (75 | ) | | — |
| | (2,546 | ) |
Ending Balance | | $ | 2,953 |
| | $ | 5,291 |
| | $ | 5,776 |
| | $ | 229 |
| | $ | 420 |
| | $ | 472 |
| | $ | 682 |
| | $ | 15,823 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2021 | | Commercial and Industrial Loans | | Commercial Real Estate Loans | | Agricultural Loans | | Leases | | Consumer Loans | | Home Equity Loans | | Credit Cards | | Residential Mortgage Loans | | Unallocated | | Total |
Allowance for Credit Losses: | | | | | | | | | | | | | | | | | | | | |
Beginning Balance | | $ | 6,445 | | | $ | 29,878 | | | $ | 6,756 | | | $ | 200 | | | $ | 490 | | | $ | 996 | | | $ | 150 | | | $ | 1,944 | | | $ | — | | | $ | 46,859 | |
Provision (Benefit) for Credit Losses | | 5,825 | | | (10,663) | | | (2,251) | | | — | | | 385 | | | 44 | | | 387 | | | (227) | | | — | | | (6,500) | |
Loans Charged-off | | (2,777) | | | (10) | | | — | | | — | | | (675) | | | (15) | | | (313) | | | (45) | | | — | | | (3,835) | |
Recoveries Collected | | 61 | | | 40 | | | — | | | — | | | 307 | | | 36 | | | 16 | | | 33 | | | — | | | 493 | |
Total Ending Allowance Balance | | $ | 9,554 | | | $ | 19,245 | | | $ | 4,505 | | | $ | 200 | | | $ | 507 | | | $ | 1,061 | | | $ | 240 | | | $ | 1,705 | | | $ | — | | | $ | 37,017 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2020 | | Commercial and Industrial Loans | | Commercial Real Estate Loans | | Agricultural Loans | | Leases | | Consumer Loans | | Home Equity Loans | | Credit Cards | | Residential Mortgage Loans | | Unallocated | | Total |
Allowance for Credit Losses: | | | | | | | | | | | | | | | | | | | | |
Beginning Balance Prior to Adoption of ASC 326 | | $ | 4,799 | | | $ | 4,692 | | | $ | 5,315 | | | $ | — | | | $ | 434 | | | $ | 200 | | | $ | — | | | $ | 333 | | | $ | 505 | | | $ | 16,278 | |
Impact of Adopting ASC 326 | | 2,245 | | | 3,063 | | | 1,438 | | | 105 | | | (59) | | | 762 | | | 124 | | | 1,594 | | | (505) | | | 8,767 | |
Impact of Adopting ASC 326 - PCD Loans | | 2,191 | | | 4,385 | | | 128 | | | — | | | — | | | 35 | | | — | | | 147 | | | — | | | 6,886 | |
Provision (Benefit) for Credit Losses | | (694) | | | 17,645 | | | (125) | | | 95 | | | 527 | | | 66 | | | 131 | | | (95) | | | — | | | 17,550 | |
Initial Allowance on Loans Purchased with Credit Deterioration | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Loans Charged-off | | (2,119) | | | (36) | | | — | | | — | | | (766) | | | (67) | | | (109) | | | (39) | | | — | | | (3,136) | |
Recoveries Collected | | 23 | | | 129 | | | — | | | — | | | 354 | | | — | | | 4 | | | 4 | | | — | | | 514 | |
Total Ending Allowance Balance | | $ | 6,445 | | | $ | 29,878 | | | $ | 6,756 | | | $ | 200 | | | $ | 490 | | | $ | 996 | | | $ | 150 | | | $ | 1,944 | | | $ | — | | | $ | 46,859 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Commercial and Industrial Loans and Leases | | Commercial Real Estate Loans | | Agricultural Loans | | Home Equity Loans | | Consumer Loans | | Residential Mortgage Loans | | Unallocated | | Total |
December 31, 2017 | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Beginning Balance | | $ | 3,725 |
| | $ | 5,452 |
| | $ | 4,094 |
| | $ | 283 |
| | $ | 235 |
| | $ | 329 |
| | $ | 690 |
| | $ | 14,808 |
|
Provision for Loan Losses | | 1,147 |
| | (689 | ) | | 840 |
| | 78 |
| | 517 |
| | 44 |
| | (187 | ) | | 1,750 |
|
Recoveries | | 14 |
| | 48 |
| | 9 |
| | 8 |
| | 272 |
| | 63 |
| | — |
| | 414 |
|
Loans Charged-off | | (151 | ) | | (220 | ) | | (49 | ) | | (39 | ) | | (726 | ) | | (93 | ) | | — |
| | (1,278 | ) |
Ending Balance | | $ | 4,735 |
| | $ | 4,591 |
| | $ | 4,894 |
| | $ | 330 |
| | $ | 298 |
| | $ | 343 |
| | $ | 503 |
| | $ | 15,694 |
|
The Company utilizes the Static Pool methodology in determining expected future credit losses. Static pool analysis means segmenting and tracking loans over a period of time based on similar risk characteristics such as loan structure, collateral type, industry of borrower and concentrations, contractual terms and credit risk indicators. Static pool calculates a loss rate on a closed pool of loans that existed on a specified start date based upon the remaining life of each segment.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Commercial and Industrial Loans and Leases | | Commercial Real Estate Loans | | Agricultural Loans | | Home Equity Loans | | Consumer Loans | | Residential Mortgage Loans | | Unallocated | | Total |
December 31, 2016 | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Beginning Balance | | $ | 4,242 |
| | $ | 6,342 |
| | $ | 2,115 |
| | $ | 383 |
| | $ | 230 |
| | $ | 414 |
| | $ | 712 |
| | $ | 14,438 |
|
Provision for Loan Losses | | (483 | ) | | (846 | ) | | 2,000 |
| | 33 |
| | 273 |
| | 245 |
| | (22 | ) | | 1,200 |
|
Recoveries | | 32 |
| | 10 |
| | 1 |
| | 3 |
| | 208 |
| | 16 |
| | — |
| | 270 |
|
Loans Charged-off | | (66 | ) | | (54 | ) | | (22 | ) | | (136 | ) | | (476 | ) | | (346 | ) | | — |
| | (1,100 | ) |
Ending Balance | | $ | 3,725 |
| | $ | 5,452 |
| | $ | 4,094 |
| | $ | 283 |
| | $ | 235 |
| | $ | 329 |
| | $ | 690 |
| | $ | 14,808 |
|
The Company’s expected loss estimate is anchored in historical credit loss experience, with an emphasis on all available portfolio data. The Company’s historical look-back period includes January 2014 through the current period, on a monthly basis.
In determining the adequacyQualitative reserves reflect management’s overall estimate of the extent to which current expected credit losses on collectively evaluated loans will differ from historical loss experience. The analysis takes into consideration industry and collateral concentrations, acquired loan portfolio characteristics and other credit-related analytics as deemed appropriate. Management attempts to quantify qualitative reserves whenever possible.
The Company estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical loss experience provides the basis for loanthe estimation of expected credit losses. Adjustments to historical loss general allocationsinformation are made for pools of loans, including non-classified loans, homogeneous portfolios of consumerchanges in underwriting standards, portfolio mix, delinquency level, changes in environmental conditions, unemployment rates, risk classifications and residential real estate loans, and loans within certain industry categories believedcollateral values. The allowance for credit losses is measured on a collective (pooled) basis when similar risk characteristics exist. Based on the potential increased losses related to present unique risk of loss. General allocationsthe economic impact of the allowance are primarily made based on historical averages for loan losses for these portfolios, judgmentally adjusted for current economic factors and portfolio trends. COVID-19 pandemic, the Bank considered
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans (continued)
the potential for losses to align with loss experience from the recessionary period from 2008-2011 and qualitative adjustments were made accordingly.
Loan impairmentLoans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the collective evaluation. When the borrower is reported when fullexperiencing financial difficulty at the reporting date and repayment underis expected to be provided substantially through the termsoperation or sale of the loan is not expected. This methodology is used for all loans, including loans acquired with deterioratedcollateral, expected credit quality if such loans perform worse than what was expected at the time of acquisition. For purchased loans, the assessment is made at the time of acquisition as well as over the life of loan. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing rate, or atlosses are based on the fair value of the collateral if repayment is expected solely fromat the collateral. Commercial and industrial loans, commercial real estate loans, and agricultural loans are evaluated individuallyreporting date adjusted for impairment. Smaller balance homogeneous loans are evaluated for impairment in total. Such loans include real estate loans secured by one-to-four family residences and loans to individuals for household, family and other personal expenditures. Individually evaluated loans on non-accrual are generally considered impaired. Impaired loans, or portions thereof, are charged off when deemed uncollectible.selling costs.
Specific allocations on impaired loans are determined by comparingFor the loan balance to the present value of expected cash flows or expected collateral proceeds. Allocations are also applied to categories of loans not considered individually impaired but for which the rate of loss is expected to be greater than historical averages, including non-performing consumer or residential real estate loans. Such allocations are based on past loss experience and information about specific borrower situations and estimated collateral values.
The following tables present the balance inyear ended December 31, 2021, the allowance for loancredit losses and the recorded investmentdecreased primarily due to a decline in loans by portfolio class and based on impairment method as of December 31, 2018 and 2017:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2018 | | Total | | Commercial and Industrial Loans and Leases | | Commercial Real Estate Loans | | Agricultural Loans | | Home Equity Loans | | Consumer Loans | | Residential Mortgage Loans | | Unallocated |
Allowance for Loan Losses: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Ending Allowance Balance Attributable to Loans: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Individually Evaluated for Impairment | | $ | 1,823 |
| | $ | 143 |
| | $ | 1,680 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
Collectively Evaluated for Impairment | | 13,992 |
| | 2,810 |
| | 3,608 |
| | 5,776 |
| | 229 |
| | 420 |
| | 467 |
| | 682 |
|
Acquired with Deteriorated Credit Quality | | 8 |
| | — |
| | 3 |
| | — |
| | — |
| | — |
| | 5 |
| | — |
|
Total Ending Allowance Balance | | $ | 15,823 |
| | $ | 2,953 |
| | $ | 5,291 |
| | $ | 5,776 |
| | $ | 229 |
| | $ | 420 |
| | $ | 472 |
| | $ | 682 |
|
| | | | | | | | | | | | | | | | |
Loans: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Loans Individually Evaluated for Impairment | | $ | 9,619 |
| | $ | 3,536 |
| | $ | 6,083 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | n/m(2) |
|
Loans Collectively Evaluated for Impairment | | 2,722,867 |
| | 540,768 |
| | 1,198,806 |
| | 368,817 |
| | 208,644 |
| | 77,761 |
| | 328,071 |
| | n/m(2) |
|
Loans Acquired with Deteriorated Credit Quality | | 11,556 |
| | 1,038 |
| | 6,993 |
| | 1,877 |
| | 365 |
| | — |
| | 1,283 |
| | n/m(2) |
|
Total Ending Loans Balance (1) | | $ | 2,744,042 |
| | $ | 545,342 |
| | $ | 1,211,882 |
| | $ | 370,694 |
| | $ | 209,009 |
| | $ | 77,761 |
| | $ | 329,354 |
| | n/m(2) |
|
(1) Total recorded investment in loans includes $12,301 in accrued interest.
(2)n/m = not meaningful
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2017 | | Total | | Commercial and Industrial Loans and Leases | | Commercial Real Estate Loans | | Agricultural Loans | | Home Equity Loans | | Consumer Loans | | Residential Mortgage Loans | | Unallocated |
Allowance for Loan Losses: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Ending Allowance Balance Attributable to Loans: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Individually Evaluated for Impairment | | $ | 2,228 |
| | $ | 1,399 |
| | $ | 829 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
Collectively Evaluated for Impairment | | 13,455 |
| | 3,333 |
| | 3,759 |
| | 4,894 |
| | 330 |
| | 298 |
| | 338 |
| | 503 |
|
Acquired with Deteriorated Credit Quality | | 11 |
| | 3 |
| | 3 |
| | — |
| | — |
| | — |
| | 5 |
| | — |
|
Total Ending Allowance Balance | | $ | 15,694 |
| | $ | 4,735 |
| | $ | 4,591 |
| | $ | 4,894 |
| | $ | 330 |
| | $ | 298 |
| | $ | 343 |
| | $ | 503 |
|
| | | | | | | | | | | | | | | | |
Loans: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Loans Individually Evaluated for Impairment | | $ | 11,633 |
| | $ | 5,918 |
| | $ | 5,552 |
| | $ | 163 |
| | $ | — |
| | $ | — |
| | $ | — |
| | n/m(2) |
|
Loans Collectively Evaluated for Impairment | | 2,133,752 |
| | 481,152 |
| | 917,036 |
| | 336,849 |
| | 152,757 |
| | 67,647 |
| | 178,311 |
| | n/m(2) |
|
Loans Acquired with Deteriorated Credit Quality | | 9,117 |
| | 988 |
| | 6,452 |
| | 789 |
| | — |
| | — |
| | 888 |
| | n/m(2) |
|
Total Ending Loans Balance (1) | | $ | 2,154,502 |
| | $ | 488,058 |
| | $ | 929,040 |
| | $ | 337,801 |
| | $ | 152,757 |
| | $ | 67,647 |
| | $ | 179,199 |
| | n/m(2) |
|
(1) Total recorded investment in loans includes $9,483 in accrued interest.
(2)n/m = not meaningful
The following tables present loans individually evaluated for impairment by class ofanalyzed loans as well as a decline in the reserve attributable to pandemic-related stressed sectors. While there continues to be great uncertainty related to COVID-19 on our borrowers and communities, we have recognized improvements in employment and gross domestic product which are key indicators utilized in our forecasting for our allowance calculations. The impact of December 31, 2018 and 2017:fiscal stimulus, including direct payments to individuals, ongoing increased unemployment benefits, as well as the various government-sponsored loan programs, was also considered in our qualitative adjustments. Since PPP loans are guaranteed by the Small Business Administration (SBA), they have minimal impact on the allowance for credit losses.
|
| | | | | | | | | | | | |
| | Unpaid Principal Balance(1) | | Recorded Investment | | Allowance for Loan Losses Allocated |
December 31, 2018 | | |
| | |
| | |
|
With No Related Allowance Recorded: | | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | $ | 3,721 |
| | $ | 1,183 |
| | $ | — |
|
Commercial Real Estate Loans | | 5,828 |
| | 4,383 |
| | — |
|
Agricultural Loans | | 1,726 |
| | 1,450 |
| | — |
|
Subtotal | | 11,275 |
| | 7,016 |
| | — |
|
With An Allowance Recorded: | | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | 2,353 |
| | 2,353 |
| | 143 |
|
Commercial Real Estate Loans | | 4,404 |
| | 4,212 |
| | 1,683 |
|
Agricultural Loans | | — |
| | — |
| | — |
|
Subtotal | | 6,757 |
| | 6,565 |
| | 1,826 |
|
Total | | $ | 18,032 |
| | $ | 13,581 |
| | $ | 1,826 |
|
| | | | | | |
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above) | | $ | 8,060 |
| | $ | 3,958 |
| | $ | — |
|
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above) | | $ | 196 |
| | $ | 4 |
| | $ | 3 |
|
(1) Unpaid Principal Balance is the remaining contractual payments gross of partial charge-offs and discounts.
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans (continued)
|
| | | | | | | | | | | | |
| | Unpaid Principal Balance(1) | | Recorded Investment | | Allowance for Loan Losses Allocated |
December 31, 2017 | | |
| | |
| | |
|
With No Related Allowance Recorded: | | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | $ | 1,205 |
| | $ | 1,166 |
| | $ | — |
|
Commercial Real Estate Loans | | 1,812 |
| | 1,495 |
| | — |
|
Agricultural Loans | | 919 |
| | 749 |
| | — |
|
Subtotal | | 3,936 |
| | 3,410 |
| | — |
|
With An Allowance Recorded: | | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | 4,804 |
| | 4,763 |
| | 1,402 |
|
Commercial Real Estate Loans | | 4,489 |
| | 4,465 |
| | 832 |
|
Agricultural Loans | | — |
| | — |
| | — |
|
Subtotal | | 9,293 |
| | 9,228 |
| | 2,234 |
|
Total | | $ | 13,229 |
| | $ | 12,638 |
| | $ | 2,234 |
|
| | | | | | |
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above) | | $ | 1,255 |
| | $ | 797 |
| | $ | — |
|
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above) | | $ | 252 |
| | $ | 208 |
| | $ | 6 |
|
(1) Unpaid Principal Balance is the remaining contractual payments gross of partial charge-offs and discounts.
The following tables present loans individually evaluated for impairment by class of loans for the years ended December 31, 2018, 2017 and 2016:
|
| | | | | | | | | | | | |
| | Average Recorded Investment | | Interest Income Recognized | | Cash Basis Recognized |
December 31, 2018 | | |
| | |
| | |
|
With No Related Allowance Recorded: | | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | $ | 1,164 |
| | $ | 53 |
| | $ | 3 |
|
Commercial Real Estate Loans | | 2,163 |
| | 80 |
| | 36 |
|
Agricultural Loans | | 770 |
| | — |
| | — |
|
Subtotal | | 4,097 |
| | 133 |
| | 39 |
|
With An Allowance Recorded: | | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | 2,956 |
| | 2 |
| | 9 |
|
Commercial Real Estate Loans | | 4,680 |
| | 18 |
| | — |
|
Agricultural Loans | | — |
| | — |
| | — |
|
Subtotal | | 7,636 |
| | 20 |
| | 9 |
|
Total | | $ | 11,733 |
| | $ | 153 |
| | $ | 48 |
|
| | | | | | |
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above) | | $ | 868 |
| | $ | 21 |
| | $ | — |
|
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above) | | $ | 151 |
| | $ | 29 |
| | $ | — |
|
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans (continued)
|
| | | | | | | | | | | | |
| | Average Recorded Investment | | Interest Income Recognized | | Cash Basis Recognized |
December 31, 2017 | | |
| | |
| | |
|
With No Related Allowance Recorded: | | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | $ | 635 |
| | $ | 27 |
| | $ | 2 |
|
Commercial Real Estate Loans | | 1,184 |
| | 57 |
| | 29 |
|
Agricultural Loans | | 690 |
| | 24 |
| | 16 |
|
Subtotal | | 2,509 |
| | 108 |
| | 47 |
|
With An Allowance Recorded: | | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | 1,986 |
| | 4 |
| | 2 |
|
Commercial Real Estate Loans | | 2,842 |
| | 17 |
| | 6 |
|
Agricultural Loans | | 363 |
| | — |
| | — |
|
Subtotal | | 5,191 |
| | 21 |
| | 8 |
|
Total | | $ | 7,700 |
| | $ | 129 |
| | $ | 55 |
|
| | | | | | |
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above) | | $ | 792 |
| | $ | 25 |
| | $ | 25 |
|
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above) | | $ | 238 |
| | $ | 19 |
| | $ | 7 |
|
|
| | | | | | | | | | | | |
| | Average Recorded Investment | | Interest Income Recognized | | Cash Basis Recognized |
December 31, 2016 | | |
| | |
| | |
|
With No Related Allowance Recorded: | | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | $ | 295 |
| | $ | 29 |
| | $ | 15 |
|
Commercial Real Estate Loans | | 1,688 |
| | 92 |
| | 73 |
|
Agricultural Loans | | 461 |
| | 2 |
| | 1 |
|
Subtotal | | 2,444 |
| | 123 |
| | 89 |
|
With An Allowance Recorded: | | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | 102 |
| | 1 |
| | 1 |
|
Commercial Real Estate Loans | | 1,587 |
| | 6 |
| | 2 |
|
Agricultural Loans | | 249 |
| | — |
| | — |
|
Subtotal | | 1,938 |
| | 7 |
| | 3 |
|
Total | | $ | 4,382 |
| | $ | 130 |
| | $ | 92 |
|
| | | | | | |
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above) | | $ | 489 |
| | $ | 21 |
| | $ | 10 |
|
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above) | | $ | 711 |
| | $ | — |
| | $ | — |
|
All classes of loans, including loans acquired with deteriorated credit quality, are generally placed on non-accrual status when scheduled principal or interest payments are past due for 90 days or more or when the borrower’s ability to repay becomes doubtful. For purchased loans, the determination is made at the time of acquisition as well as over the life of the loan. Uncollected accrued interest for each class of loans is reversed against income at the time a loan is placed on non-accrual. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. All classes of loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Loans are typically charged-off at 180 days past due, or earlier if deemed uncollectible. Exceptions to the non-accrual and charge-off policies are made when the loan is well secured and in the process of collection.
The following tables present the amortized cost basis of loans on non-accrual status and loans past due over 89 days still accruing as of December 31, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | |
December 31, 2021 | | Non-Accrual With No Allowance for Credit Loss ⁽¹⁾ | | Non-Accrual | | Loans Past Due Over 89 Days Still Accruing |
| | | | | | |
Commercial and Industrial Loans | | $ | 1,989 | | | $ | 10,530 | | | $ | — | |
Commercial Real Estate Loans | | 145 | | | 2,243 | | | 156 | |
Agricultural Loans | | 1,041 | | | 1,136 | | | — | |
Leases | | — | | | — | | | — | |
Home Equity Loans | | 1 | | | 24 | | | — | |
Consumer Loans | | 16 | | | 18 | | | — | |
Credit Cards | | 64 | | | 64 | | | — | |
Residential Mortgage Loans | | 587 | | | 587 | | | — | |
Total | | $ | 3,843 | | | $ | 14,602 | | | $ | 156 | |
(1) Includes non-accrual loans with no allowance for credit loss and are also included in Non-Accrual loans totaling $14,602.
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans (continued)
| | | | | | | | | | | | | | | | | | | | |
December 31, 2020 | | Non-Accrual With No Allowance for Credit Loss ⁽¹⁾ | | Non-Accrual | | Loans Past Due Over 89 Days Still Accruing |
| | | | | | |
Commercial and Industrial Loans | | $ | 4,571 | | | $ | 8,133 | | | $ | — | |
Commercial Real Estate Loans | | 3,152 | | | 10,188 | | | — | |
Agricultural Loans | | 1,291 | | | 1,915 | | | — | |
Leases | | — | | | — | | | — | |
Home Equity Loans | | 271 | | | 271 | | | — | |
Consumer Loans | | 77 | | | 84 | | | — | |
Credit Cards | | 86 | | | 86 | | | —�� | |
Residential Mortgage Loans | | 671 | | | 830 | | | — | |
Total | | $ | 10,119 | | | $ | 21,507 | | | $ | — | |
(1) Includes non-accrual loans with no allowance for credit loss and are also included in Non-Accrual loans totaling $21,507.
Interest income on non-accrual loans recognized during the years ended December 31, 2021 and 2020 totaled $80 and $28.
The following tables present the recorded investment in non-accrualamortized cost basis of collateral-dependent loans and loans past due 90 days or more still on accrual by class of loans as of December 31, 20182021 and 2017:2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2021 | | Real Estate | | Equipment | | Accounts Receivable | | Other | | Total |
| | | | | | | | | | |
Commercial and Industrial Loans | | $ | 1,716 | | | $ | 2,444 | | | $ | 549 | | | $ | 5,822 | | | $ | 10,531 | |
Commercial Real Estate Loans | | 4,610 | | | — | | | — | | | — | | | 4,610 | |
Agricultural Loans | | 1,522 | | | — | | | — | | | — | | | 1,522 | |
Leases | | — | | | — | | | — | | | — | | | — | |
Home Equity Loans | | 441 | | | — | | | — | | | — | | | 441 | |
Consumer Loans | | 6 | | | — | | | — | | | 2 | | | 8 | |
Credit Cards | | — | | | — | | | — | | | — | | | — | |
Residential Mortgage Loans | | 652 | | | — | | | — | | | — | | | 652 | |
Total | | $ | 8,947 | | | $ | 2,444 | | | $ | 549 | | | $ | 5,824 | | | $ | 17,764 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2020 | | Real Estate | | Equipment | | Accounts Receivable | | Other | | Total |
| | | | | | | | | | |
Commercial and Industrial Loans | | $ | 4,943 | | | $ | 3,014 | | | $ | 669 | | | $ | 154 | | | $ | 8,780 | |
Commercial Real Estate Loans | | 11,877 | | | — | | | — | | | 1,530 | | | 13,407 | |
Agricultural Loans | | 3,064 | | | — | | | — | | | — | | | 3,064 | |
Leases | | — | | | — | | | — | | | — | | | — | |
Home Equity Loans | | 416 | | | — | | | — | | | — | | | 416 | |
Consumer Loans | | 4 | | | 4 | | | — | | | 3 | | | 11 | |
Credit Cards | | — | | | — | | | — | | | — | | | — | |
Residential Mortgage Loans | | 817 | | | — | | | — | | | — | | | 817 | |
Total | | $ | 21,121 | | | $ | 3,018 | | | $ | 669 | | | $ | 1,687 | | | $ | 26,495 | |
|
| | | | | | | | | | | | | | | | |
| | | | | | Loans Past Due 90 Days or More |
| | Non-Accrual | | & Still Accruing |
| | 2018 | | 2017 | | 2018 | | 2017 |
Commercial and Industrial Loans and Leases | | $ | 2,430 |
| | $ | 4,753 |
| | $ | — |
| | $ | — |
|
Commercial Real Estate Loans | | 6,833 |
| | 4,618 |
| | 368 |
| | 474 |
|
Agricultural Loans | | 1,449 |
| | 748 |
| | 274 |
| | 268 |
|
Home Equity Loans | | 88 |
| | 199 |
| | — |
| | — |
|
Consumer Loans | | 162 |
| | 286 |
| | — |
| | — |
|
Residential Mortgage Loans | | 1,617 |
| | 487 |
| | — |
| | — |
|
Total | | $ | 12,579 |
| | $ | 11,091 |
| | $ | 642 |
| | $ | 742 |
|
Loans Acquired With Deteriorated Credit Quality (Included in the Total Above) | | $ | 4,162 |
| | $ | 866 |
| | $ | 141 |
| | $ | — |
|
Loans Acquired in Current Year (Included in the Total Above) | | $ | 4,603 |
| | $ | — |
| | $ | 96 |
| | $ | — |
|
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans (continued)
The following tables present the aging of the recorded investmentamortized cost basis in past due loans by class of loans as of December 31, 20182021 and 2017:2020:
| December 31, 2021 | | December 31, 2021 | | 30-59 Days Past Due | | 60-89 Days Past Due | | Greater Than 89 Days Past Due | | Total Past Due | | Loans Not Past Due | | Total |
| | | Total | | 30-59 Days Past Due | | 60-89 Days Past Due | | 90 Days or More Past Due | | Total Past Due | | Loans Not Past Due | |
December 31, 2018 | | |
| | |
| | |
| | |
| | |
| | |
| |
Commercial and Industrial Loans and Leases | | $ | 545,342 |
| | $ | 5,414 |
| | $ | 183 |
| | $ | 72 |
| | $ | 5,669 |
| | $ | 539,673 |
| |
Commercial and Industrial Loans | | Commercial and Industrial Loans | | $ | 12 | | | $ | — | | | $ | 6,147 | | | $ | 6,159 | | | $ | 486,846 | | | $ | 493,005 | |
Commercial Real Estate Loans | | 1,211,882 |
| | 768 |
| | 705 |
| | 3,032 |
| | 4,505 |
| | 1,207,377 |
| Commercial Real Estate Loans | | — | | | 5 | | | 891 | | | 896 | | | 1,529,781 | | | 1,530,677 | |
Agricultural Loans | | 370,694 |
| | 563 |
| | 805 |
| | 274 |
| | 1,642 |
| | 369,052 |
| Agricultural Loans | | — | | | — | | | — | | | — | | | 358,150 | | | 358,150 | |
Leases | | Leases | | — | | | — | | | — | | | — | | | 55,345 | | | 55,345 | |
Home Equity Loans | | 209,009 |
| | 471 |
| | 125 |
| | 60 |
| | 656 |
| | 208,353 |
| Home Equity Loans | | 225 | | | 229 | | | 25 | | | 479 | | | 222,046 | | | 222,525 | |
Consumer Loans | | 77,761 |
| | 971 |
| | 94 |
| | 149 |
| | 1,214 |
| | 76,547 |
| Consumer Loans | | 158 | | | 58 | | | 4 | | | 220 | | | 70,082 | | | 70,302 | |
Credit Cards | | Credit Cards | | 61 | | | 9 | | | 64 | | | 134 | | | 14,223 | | | 14,357 | |
Residential Mortgage Loans | | 329,354 |
| | 4,771 |
| | 1,520 |
| | 1,387 |
| | 7,678 |
| | 321,676 |
| Residential Mortgage Loans | | 2,726 | | | 507 | | | 369 | | | 3,602 | | | 259,963 | | | 263,565 | |
Total (1) | | $ | 2,744,042 |
| | $ | 12,958 |
| | $ | 3,432 |
| | $ | 4,974 |
| | $ | 21,364 |
| | $ | 2,722,678 |
| |
Loans Acquired With Deteriorated Credit Quality (Included in the Total Above) | | $ | 11,556 |
| | $ | 448 |
| | $ | 885 |
| | $ | 1,259 |
| | $ | 2,592 |
| | $ | 8,964 |
| |
Loans Acquired in Current Year (Included in the Total Above) | | $ | 481,901 |
| | $ | 2,571 |
| | $ | 1,620 |
| | $ | 2,191 |
| | $ | 6,382 |
| | $ | 475,519 |
| |
Total | | Total | | $ | 3,182 | | | $ | 808 | | | $ | 7,500 | | | $ | 11,490 | | | $ | 2,996,436 | | | $ | 3,007,926 | |
(1) Total recorded investment in loans includes $12,301 in accrued interest. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2020 | | 30-59 Days Past Due | | 60-89 Days Past Due | | Greater Than 89 Days Past Due | | Total Past Due | | Loans Not Past Due | | Total |
| | | | | | | | | | | | |
Commercial and Industrial Loans | | $ | 477 | | | $ | 909 | | | $ | 2,441 | | | $ | 3,827 | | | $ | 634,946 | | | $ | 638,773 | |
Commercial Real Estate Loans | | 5 | | | 4,877 | | | 3,682 | | | 8,564 | | | 1,458,833 | | | 1,467,397 | |
Agricultural Loans | | — | | | — | | | 651 | | | 651 | | | 375,535 | | | 376,186 | |
Leases | | — | | | — | | | — | | | — | | | 55,664 | | | 55,664 | |
Home Equity Loans | | 672 | | | 5 | | | 271 | | | 948 | | | 218,400 | | | 219,348 | |
Consumer Loans | | 233 | | | 84 | | | 65 | | | 382 | | | 66,335 | | | 66,717 | |
Credit Cards | | 95 | | | 80 | | | 86 | | | 261 | | | 11,376 | | | 11,637 | |
Residential Mortgage Loans | | 3,737 | | | 1,590 | | | 529 | | | 5,856 | | | 250,420 | | | 256,276 | |
Total | | $ | 5,219 | | | $ | 7,545 | | | $ | 7,725 | | | $ | 20,489 | | | $ | 3,071,509 | | | $ | 3,091,998 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Total | | 30-59 Days Past Due | | 60-89 Days Past Due | | 90 Days or More Past Due | | Total Past Due | | Loans Not Past Due |
December 31, 2017 | | | | | | | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 488,058 |
| | $ | 209 |
| | $ | 1,365 |
| | $ | 905 |
| | $ | 2,479 |
| | $ | 485,579 |
|
Commercial Real Estate Loans | | 929,040 |
| | 1,229 |
| | 1,650 |
| | 677 |
| | 3,556 |
| | 925,484 |
|
Agricultural Loans | | 337,801 |
| | 27 |
| | — |
| | 268 |
| | 295 |
| | 337,506 |
|
Home Equity Loans | | 152,757 |
| | 366 |
| | 93 |
| | 199 |
| | 658 |
| | 152,099 |
|
Consumer Loans | | 67,647 |
| | 246 |
| | 97 |
| | 286 |
| | 629 |
| | 67,018 |
|
Residential Mortgage Loans | | 179,199 |
| | 2,850 |
| | 1,247 |
| | 261 |
| | 4,358 |
| | 174,841 |
|
Total (1) | | $ | 2,154,502 |
| | $ | 4,927 |
| | $ | 4,452 |
| | $ | 2,596 |
| | $ | 11,975 |
| | $ | 2,142,527 |
|
Loans Acquired With Deteriorated Credit Quality (Included in the Total Above) | | $ | 9,117 |
| | $ | 342 |
| | $ | 74 |
| | $ | 27 |
| | $ | 443 |
| | $ | 8,674 |
|
(1) Total recorded investment in loans includes $9,483 in accrued interest.
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans (continued)
Troubled Debt Restructurings:
In certain instances, the Company may choose to restructure the contractual terms of loans. A troubled debt restructuring occurs when the Bank grants a concession to the borrower that it would not otherwise consider due to a borrower’s financial difficulty. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without modification. This evaluation is performed under the Company’s internal underwriting policy. The Company uses the same methodology for loans acquired with deteriorated credit quality as for all other loans when determining whether the loan is a troubled debt restructuring.
During the year ended December 31, 2018, there were no loans modified as troubled debt restructurings. During the year ended December 31, 2017, there were three loans modified as troubled debt restructurings.
The following tables present the recorded investment of troubled debt restructurings by class of loans asAs of December 31, 20182021 and 2017:
|
| | | | | | | | | | | | |
| | Total | | Performing | | Non-Accrual(1) |
December 31, 2018 | | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | $ | 121 |
| | $ | 121 |
| | $ | — |
|
Commercial Real Estate Loans | | — |
| | — |
| | — |
|
Total | | $ | 121 |
| | $ | 121 |
| | $ | — |
|
|
| | | | | | | | | | | | |
| | Total | | Performing | | Non-Accrual(1) |
December 31, 2017 | | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | $ | 258 |
| | $ | 125 |
| | $ | 133 |
|
Commercial Real Estate Loans | | 24 |
| | 24 |
| | — |
|
Total | | $ | 282 |
| | $ | 149 |
| | $ | 133 |
|
(1) The non-accrual troubled2020, the Company had trouble debt restructurings are included in the Non-Accrual Loan table presented on a previous page.totaling $104 and $111, respectively. The Company had no specific allocation of allowance for these loans at December 31, 2021.
The Company hashad not committed to lending any additional amounts as of December 31, 2018 and 2017during 2021 or 2020 to customers with outstanding loans that are classified as troubledtrouble debt restructurings.
The following table presents loans by class modified as troubled debt restructurings that occurred during the year ended December 31, 2017:
|
| | | | | | | | | | | |
| | Number of Loans | | Pre-Modification Outstanding Recorded Investment | | Post-Modification Outstanding Recorded Investment |
December 31, 2017 | | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | 2 |
| | $ | 477 |
| | $ | 477 |
|
Commercial Real Estate Loans | | 1 |
| | 28 |
| | 28 |
|
Total | | 3 |
| | $ | 505 |
| | $ | 505 |
|
The troubled debt restructurings described above increased the allowance for loan losses by $149 and resulted in charge-offs of $0 during the year ending December 31, 2017.
ForDuring the years ended December 31, 20182021 and 2016,2020, the Company had no loans modified as troubled debt restructurings. Additionally, there were no loans modified as troubledtrouble debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31, 2018, 20172021 and 2016.2020.
A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms.
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans (continued)
Loan Modifications and Troubled Debt Restructurings due to COVID-19
On April 7, 2020, the federal banking regulators issued a revised Interagency Statement on Loan Modifications and Reporting for Financial Institutions, which, among other things, encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19, and stated that institutions generally do not need to categorize COVID-19-related modifications as troubled debt restructurings and that the agencies will not direct supervised institutions to automatically categorize all COVID-19 related loan modifications as troubled debt restructurings. Similarly, under the CARES Act, provisions were included that allow for loan modifications to not be classified as TDRs if certain criteria are met. This TDR exemption, which was set to expire on December 31, 2020, was extended under the CAA to, effectively, January 1, 2022.
In response to requests from borrowers who had experienced pandemic-related business or personal cash flow interruptions, and in accordance with regulatory guidance, the Company began making short-term loan modifications involving both partial and full payment deferrals in April 2020. As of December 31, 2021, the Company has just 1 commercial real estate loan, in the principal amount of $3.5 million, with a payment modification that is still in effect, with such credit relationship making full interest payments.
Credit Quality Indicators:
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company classifies loans as to credit risk by individually analyzing loans. This analysis includes commercial and industrial loans, commercial real estate loans, and agricultural loans with an outstanding balance greater than $250. This analysis is typically performed on at least an annual basis. The Company uses the following definitions for risk ratings:
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 net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans (continued)
Based on the most recent analysis performed, the risk category of loans by class of loans is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Term Loans Amortized Cost Basis by Origination Year | | | | |
As of December 31, 2021 | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | Prior | | Revolving Loans Amortized Cost Basis | | Total |
Commercial and Industrial: | | | | | | | | | | | | | | | | |
Risk Rating | | | | | | | | | | | | | | | | |
Pass | | $ | 141,133 | | | $ | 57,477 | | | $ | 60,883 | | | $ | 29,005 | | | $ | 15,936 | | | $ | 48,559 | | | $ | 122,377 | | | $ | 475,370 | |
Special Mention | | 115 | | | 128 | | | 227 | | | 649 | | | 7 | | | 918 | | | 1,510 | | | 3,554 | |
Substandard | | 100 | | | 1,221 | | | — | | | 1,062 | | | 1,378 | | | 2,457 | | | 7,863 | | | 14,081 | |
Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Total Commercial and Industrial Loans | | $ | 141,348 | | | $ | 58,826 | | | $ | 61,110 | | | $ | 30,716 | | | $ | 17,321 | | | $ | 51,934 | | | $ | 131,750 | | | $ | 493,005 | |
| | | | | | | | | | | | | | | | |
Commercial Real Estate: | | | | | | | | | | | | | | | | |
Risk Rating | | | | | | | | | | | | | | | | |
Pass | | $ | 404,175 | | | $ | 264,011 | | | $ | 164,204 | | | $ | 131,746 | | | $ | 139,788 | | | $ | 336,066 | | | $ | 26,697 | | | $ | 1,466,687 | |
Special Mention | | 2,279 | | | — | | | 710 | | | 14,426 | | | 17,356 | | | 13,916 | | | — | | | 48,687 | |
Substandard | | 74 | | | — | | | 7,687 | | | 1,528 | | | — | | | 6,014 | | | — | | | 15,303 | |
Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Total Commercial Real Estate Loans | | $ | 406,528 | | | $ | 264,011 | | | $ | 172,601 | | | $ | 147,700 | | | $ | 157,144 | | | $ | 355,996 | | | $ | 26,697 | | | $ | 1,530,677 | |
| | | | | | | | | | | | | | | | |
Agricultural: | | | | | | | | | | | | | | | | |
Risk Rating | | | | | | | | | | | | | | | | |
Pass | | $ | 44,510 | | | $ | 45,101 | | | $ | 22,482 | | | $ | 24,187 | | | $ | 24,325 | | | $ | 71,268 | | | $ | 81,011 | | | $ | 312,884 | |
Special Mention | | 1,714 | | | 5,346 | | | 5,503 | | | 3,025 | | | 6,438 | | | 6,624 | | | 8,271 | | | 36,921 | |
Substandard | | — | | | — | | | 63 | | | 385 | | | 1,048 | | | 6,849 | | | — | | | 8,345 | |
Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Total Agricultural Loans | | $ | 46,224 | | | $ | 50,447 | | | $ | 28,048 | | | $ | 27,597 | | | $ | 31,811 | | | $ | 84,741 | | | $ | 89,282 | | | $ | 358,150 | |
| | | | | | | | | | | | | | | | |
Leases: | | | | | | | | | | | | | | | | |
Risk Rating | | | | | | | | | | | | | | | | |
Pass | | $ | 19,689 | | | $ | 12,706 | | | $ | 12,990 | | | $ | 5,599 | | | $ | 2,473 | | | $ | 1,888 | | | $ | — | | | $ | 55,345 | |
Special Mention | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Substandard | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Total Leases | | $ | 19,689 | | | $ | 12,706 | | | $ | 12,990 | | | $ | 5,599 | | | $ | 2,473 | | | $ | 1,888 | | | $ | — | | | $ | 55,345 | |
|
| | | | | | | | | | | | | | | | | | | | |
| | Pass | | Special Mention | | Substandard | | Doubtful | | Total |
December 31, 2018 | | |
| | |
| | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | $ | 517,497 |
| | $ | 7,541 |
| | $ | 20,304 |
| | $ | — |
| | $ | 545,342 |
|
Commercial Real Estate Loans | | 1,165,937 |
| | 26,723 |
| | 19,222 |
| | — |
| | 1,211,882 |
|
Agricultural Loans | | 313,309 |
| | 40,983 |
| | 16,402 |
| | — |
| | 370,694 |
|
Total | | $ | 1,996,743 |
| | $ | 75,247 |
| | $ | 55,928 |
| | $ | — |
| | $ | 2,127,918 |
|
Loans Acquired With Deteriorated Credit Quality (Included in the Total Above) | | $ | — |
| | $ | 1,436 |
| | $ | 8,472 |
| | $ | — |
| | $ | 9,908 |
|
Loans Acquired in Current Year (Included in the Total Above) | | $ | 250,415 |
| | $ | 14,972 |
| | $ | 11,521 |
| | $ | — |
| | $ | 276,908 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Pass | | Special Mention | | Substandard | | Doubtful | | Total |
December 31, 2017 | | |
| | |
| | |
| | |
| | |
|
Commercial and Industrial Loans and Leases | | $ | 462,212 |
| | $ | 7,901 |
| | $ | 17,945 |
| | $ | — |
| | $ | 488,058 |
|
Commercial Real Estate Loans | | 894,027 |
| | 18,037 |
| | 16,976 |
| | — |
| | 929,040 |
|
Agricultural Loans | | 304,032 |
| | 27,288 |
| | 6,481 |
| | — |
| | 337,801 |
|
Total | | $ | 1,660,271 |
| | $ | 53,226 |
| | $ | 41,402 |
| | $ | — |
| | $ | 1,754,899 |
|
Loans Acquired With Deteriorated Credit Quality (Included in the Total Above) | | $ | 2,604 |
| | $ | 1,647 |
| | $ | 3,978 |
| | $ | — |
| | $ | 8,229 |
|
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Term Loans Amortized Cost Basis by Origination Year | | | | |
As of December 31, 2020 | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | Prior | | Revolving Loans Amortized Cost Basis | | Total |
Commercial and Industrial: | | | | | | | | | | | | | | | | |
Risk Rating | | | | | | | | | | | | | | | | |
Pass | | $ | 260,027 | | | $ | 88,273 | | | $ | 46,681 | | | $ | 31,612 | | | $ | 21,025 | | | $ | 48,508 | | | $ | 109,228 | | | $ | 605,354 | |
Special Mention | | 618 | | | 1,102 | | | 2,756 | | | 1,739 | | | 206 | | | 1,972 | | | 9,948 | | | 18,341 | |
Substandard | | 143 | | | 164 | | | 1,283 | | | 1,530 | | | 607 | | | 5,416 | | | 5,935 | | | 15,078 | |
Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Total Commercial and Industrial Loans | | $ | 260,788 | | | $ | 89,539 | | | $ | 50,720 | | | $ | 34,881 | | | $ | 21,838 | | | $ | 55,896 | | | $ | 125,111 | | | $ | 638,773 | |
| | | | | | | | | | | | | | | | |
Commercial Real Estate: | | | | | | | | | | | | | | | | |
Risk Rating | | | | | | | | | | | | | | | | |
Pass | | $ | 296,265 | | | $ | 215,226 | | | $ | 179,129 | | | $ | 183,703 | | | $ | 171,016 | | | $ | 295,641 | | | $ | 29,634 | | | $ | 1,370,614 | |
Special Mention | | 883 | | | 9,361 | | | 15,232 | | | 23,489 | | | 7,578 | | | 20,294 | | | 147 | | | 76,984 | |
Substandard | | — | | | 1,131 | | | 1,735 | | | 1,692 | | | 4,292 | | | 10,849 | | | 100 | | | 19,799 | |
Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Total Commercial Real Estate Loans | | $ | 297,148 | | | $ | 225,718 | | | $ | 196,096 | | | $ | 208,884 | | | $ | 182,886 | | | $ | 326,784 | | | $ | 29,881 | | | $ | 1,467,397 | |
| | | | | | | | | | | | | | | | |
Agricultural: | | | | | | | | | | | | | | | | |
Risk Rating | | | | | | | | | | | | | | | | |
Pass | | $ | 49,242 | | | $ | 25,449 | | | $ | 31,285 | | | $ | 32,368 | | | $ | 22,702 | | | $ | 64,890 | | | $ | 75,871 | | | $ | 301,807 | |
Special Mention | | 11,503 | | | 9,911 | | | 3,111 | | | 8,767 | | | 2,707 | | | 10,125 | | | 16,318 | | | 62,442 | |
Substandard | | 578 | | | 73 | | | 394 | | | 1,228 | | | 4,466 | | | 5,198 | | | — | | | 11,937 | |
Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Total Agricultural Loans | | $ | 61,323 | | | $ | 35,433 | | | $ | 34,790 | | | $ | 42,363 | | | $ | 29,875 | | | $ | 80,213 | | | $ | 92,189 | | | $ | 376,186 | |
| | | | | | | | | | | | | | | | |
Leases: | | | | | | | | | | | | | | | | |
Risk Rating | | | | | | | | | | | | | | | | |
Pass | | $ | 18,258 | | | $ | 17,517 | | | $ | 9,176 | | | $ | 5,415 | | | $ | 1,605 | | | $ | 3,693 | | | $ | — | | | $ | 55,664 | |
Special Mention | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Substandard | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Doubtful | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Total Leases | | $ | 18,258 | | | $ | 17,517 | | | $ | 9,176 | | | $ | 5,415 | | | $ | 1,605 | | | $ | 3,693 | | | $ | — | | | $ | 55,664 | |
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans (continued)
The Company considers the performance of the loan portfolio and its impact on the allowance for loancredit losses. For residential, home equity consumer and residential mortgageconsumer loan classes, the Company also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following table presentstables present the amortized cost in residential, home equity and consumer loans based on payment activity.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Term Loans Amortized Cost Basis by Origination Year | | | | |
As of December 31, 2021 | | 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | Prior | | Revolving Loans Amortized Cost Basis | | Total |
Consumer: | | | | | | | | | | | | | | | | |
Payment performance | | | | | | | | | | | | | | | | |
Performing | | $ | 39,923 | | | $ | 15,900 | | | $ | 4,325 | | | $ | 4,531 | | | $ | 600 | | | $ | 1,655 | | | $ | 3,350 | | | $ | 70,284 | |
Nonperforming | | 3 | | | — | | | — | | | — | | | — | | | 15 | | | — | | | 18 | |
Total Consumer Loans | | $ | 39,926 | | | $ | 15,900 | | | $ | 4,325 | | | $ | 4,531 | | | $ | 600 | | | $ | 1,670 | | | $ | 3,350 | | | $ | 70,302 | |
| | | | | | | | | | | | | | | | |
Home Equity: | | | | | | | | | | | | | | | | |
Payment performance | | | | | | | | | | | | | | | | |
Performing | | $ | — | | | $ | — | | | $ | — | | | $ | 21 | | | $ | — | | | $ | 835 | | | $ | 221,644 | | | $ | 222,500 | |
Nonperforming | | — | | | — | | | — | | | — | | | — | | | 1 | | | 24 | | | 25 | |
Total Home Equity Loans | | $ | — | | | $ | — | | | $ | — | | | $ | 21 | | | $ | — | | | $ | 836 | | | $ | 221,668 | | | $ | 222,525 | |
| | | | | | | | | | | | | | | | |
Residential Mortgage: | | | | | | | | | | | | | | | | |
Payment performance | | | | | | | | | | | | | | | | |
Performing | | $ | 84,809 | | | $ | 38,717 | | | $ | 15,244 | | | $ | 17,369 | | | $ | 19,688 | | | $ | 87,164 | | | $ | — | | | $ | 262,991 | |
Nonperforming | | — | | | — | | | — | | | — | | | — | | | 574 | | | — | | | 574 | |
Total Residential Mortgage Loans | | $ | 84,809 | | | $ | 38,717 | | | $ | 15,244 | | | $ | 17,369 | | | $ | 19,688 | | | $ | 87,738 | | | $ | — | | | $ | 263,565 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Term Loans Amortized Cost Basis by Origination Year | | | | |
As of December 31, 2020 | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | Prior | | Revolving Loans Amortized Cost Basis | | Total |
Consumer: | | | | | | | | | | | | | | | | |
Payment performance | | | | | | | | | | | | | | | | |
Performing | | $ | 33,857 | | | $ | 16,486 | | | $ | 8,456 | | | $ | 2,115 | | | $ | 910 | | | $ | 2,245 | | | $ | 2,563 | | | $ | 66,632 | |
Nonperforming | | — | | | — | | | 11 | | | 2 | | | 14 | | | 23 | | | 35 | | | 85 | |
Total Consumer Loans | | $ | 33,857 | | | $ | 16,486 | | | $ | 8,467 | | | $ | 2,117 | | | $ | 924 | | | $ | 2,268 | | | $ | 2,598 | | | $ | 66,717 | |
| | | | | | | | | | | | | | | | |
Home Equity: | | | | | | | | | | | | | | | | |
Payment performance | | | | | | | | | | | | | | | | |
Performing | | $ | — | | | $ | — | | | $ | 34 | | | $ | 46 | | | $ | 67 | | | $ | 490 | | | $ | 218,440 | | | $ | 219,077 | |
Nonperforming | | — | | | — | | | — | | | — | | | — | | | — | | | 271 | | | 271 | |
Total Home Equity Loans | | $ | — | | | $ | — | | | $ | 34 | | | $ | 46 | | | $ | 67 | | | $ | 490 | | | $ | 218,711 | | | $ | 219,348 | |
| | | | | | | | | | | | | | | | |
Residential Mortgage: | | | | | | | | | | | | | | | | |
Payment performance | | | | | | | | | | | | | | | | |
Performing | | $ | 45,945 | | | $ | 26,536 | | | $ | 28,050 | | | $ | 28,764 | | | $ | 25,155 | | | $ | 100,998 | | | $ | — | | | $ | 255,448 | |
Nonperforming | | — | | | — | | | — | | | — | | | — | | | 828 | | | — | | | 828 | |
Total Residential Mortgage Loans | | $ | 45,945 | | | $ | 26,536 | | | $ | 28,050 | | | $ | 28,764 | | | $ | 25,155 | | | $ | 101,826 | | | $ | — | | | $ | 256,276 | |
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans (continued)
The Company considers the performance of the loan portfolio and its impact on the allowance for credit losses. For certain retail loan classes, the Company also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following tables present the recorded investment in home equity, consumer and residential mortgage loanscredit cards based on payment activity as of December 31, 2018 and 2017: activity:
| Credit Cards | | Credit Cards | | December 31, 2021 | | December 31, 2020 |
| | | Home Equity Loans | | Consumer Loans | | Residential Mortgage Loans | |
December 31, 2018 | | |
| | |
| | |
| |
Performing | | $ | 208,921 |
| | $ | 77,599 |
| | $ | 327,737 |
| Performing | | $ | 14,293 | | | $ | 11,551 | |
Nonperforming | | 88 |
| | 162 |
| | 1,617 |
| Nonperforming | | 64 | | | 86 | |
Total | | $ | 209,009 |
| | $ | 77,761 |
| | $ | 329,354 |
| Total | | $ | 14,357 | | | $ | 11,637 | |
Loans Acquired With Deteriorated Credit Quality (Included in the Total Above) | | $ | 365 |
| | $ | — |
| | $ | 1,283 |
| |
|
| | | | | | | | | | | | |
| | Home Equity Loans | | Consumer Loans | | Residential Mortgage Loans |
December 31, 2017 | | |
| | |
| | |
|
Performing | | $ | 152,558 |
| | $ | 67,361 |
| | $ | 178,712 |
|
Nonperforming | | 199 |
| | 286 |
| | 487 |
|
Total | | $ | 152,757 |
| | $ | 67,647 |
| | $ | 179,199 |
|
Loans Acquired With Deteriorated Credit Quality (Included in the Total Above) | | $ | — |
| | $ | — |
| | $ | 888 |
|
The following table presents financing receivablesloans purchased and/or sold during the year by portfolio segment:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Commercial and Industrial Loans | | Commercial Real Estate Loans | | Agricultural Loans | | Leases | | Consumer Loans | | Home Equity Loans | | Credit Cards | | Residential Mortgage Loans | | Total |
December 31, 2021 | | | | | | | | | | | | | | | | | | |
Purchases | | $ | — | | | $ | 2,271 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 2,271 | |
Sales | | 2,273 | | | 15,415 | | | 111 | | | — | | | — | | | — | | | — | | | — | | | 17,799 | |
| | | | | | | | | | | | | | | | | | |
December 31, 2020 | | | | | | | | | | | | | | | | | | |
Purchases | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Sales | | — | | | 3,128 | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,128 | |
|
| | | | | | | | | | | | |
| | Commercial and Industrial Loans and Leases | | Commercial Real Estate Loans | | Total |
December 31, 2018 | | | | | | |
Purchases | | $ | — |
| | $ | 1,209 |
| | $ | 1,209 |
|
Sales | | — |
| | 6,000 |
| | 6,000 |
|
|
| | | | | | | | | | | | |
| | Commercial and Industrial Loans and Leases | | Commercial Real Estate Loans | | Total |
December 31, 2017 | | | | | | |
Purchases | | $ | 800 |
| | $ | 4,747 |
| | $ | 5,547 |
|
Sales | | — |
| | 1,106 |
| | 1,106 |
|
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans (continued)
Contractually required payments receivable of loans purchased with evidence of credit deterioration during the year ended December 31, 2018 are included in the table below. The value of the purchased loans included in the table are as of acquisition date. There were no such loans purchased during the year ended December 31, 2017.
|
| | | | | | | | |
| | 2018 | | 2017 |
| | | | |
Commercial and Industrial Loans | | $ | 4,245 |
| | $ | — |
|
Commercial Real Estate Loans | | 7,103 |
| | — |
|
Agricultural Loans | | 1,095 |
| | — |
|
Home Equity Loans | | 565 |
| | — |
|
Consumer Loans | | 11 |
| | — |
|
Residential Mortgage Loans | | 800 |
| | — |
|
Total | | $ | 13,819 |
| | $ | — |
|
| | | | |
Cash Flows Expected to be Collected at Acquisition | | $ | 8,802 |
| | $ | — |
|
Fair Value of Acquired Loans at Acquisition | | 7,702 |
| | — |
|
The Company has purchased loans, for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected. The recorded investment of those loans is as follows:
|
| | | | | | | | | | | | |
| | 2018 | | 2017 | | 2016 |
| | | | | | |
Commercial and Industrial Loans | | $ | 1,038 |
| | $ | 988 |
| | $ | 1,656 |
|
Commercial Real Estate Loans | | 6,993 |
| | 6,452 |
| | 7,688 |
|
Agricultural Loans | | 1,877 |
| | 789 |
| | 706 |
|
Home Equity Loans | | 365 |
| | — |
| | — |
|
Consumer Loans | | — |
| | — |
| | 53 |
|
Residential Mortgage Loans | | 1,283 |
| | 888 |
| | 945 |
|
Total | | $ | 11,556 |
| | $ | 9,117 |
| | $ | 11,048 |
|
| | | | | | |
Carrying Amount, Net of Allowance | | $ | 11,548 |
| | $ | 9,106 |
| | $ | 10,943 |
|
Accretable yield, or income expected to be collected, is as follows:
|
| | | | | | | | | | | | |
| | 2018 | | 2017 | | 2016 |
| | | | | | |
Balance at January 1 | | $ | 2,734 |
| | $ | 2,521 |
| | $ | 1,279 |
|
New Loans Purchased | | 1,100 |
| | — |
| | 1,395 |
|
Accretion of Income | | (944 | ) | | (425 | ) | | (943 | ) |
Reclassifications from Non-accretable Difference | | 345 |
| | 638 |
| | 985 |
|
Charge-off of Accretable Yield | | (97 | ) | | — |
| | (195 | ) |
Balance at December 31 | | $ | 3,138 |
| | $ | 2,734 |
| | $ | 2,521 |
|
For those purchased loans disclosed above, the Company increased the allowances for loan losses by $33, $11, and $107 during the years ended December 31, 2018, 2017, and 2016. The Company reversed allowances for loan losses of $36, $110, and $2 during the years ended December 31, 2018, 2017, and 2016.
The carrying amount of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process according to local requirements of the applicable jurisdiction totaled $58 and $14 as of December 31, 2018 and 2017.
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans (continued)
Certain directors, executive officers, and principal shareholders of the Company, including their immediate families and companies in which they are principal owners, were loan customers of the Company during 2018.2021. A summary of the activity of these loans follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance January 1, 2021 | | Additions | | Changes in Persons or Interests Included | | Deductions | | Balance December 31, 2021 |
| | | Collected | | Charged-off | |
| | | | | | | | | | |
$ | 41,022 | | | $ | 27,222 | | | $ | (2,848) | | | $ | (18,659) | | | $ | — | | | $ | 46,737 | |
Allowance for Loan Losses (Prior to January 1, 2020)
Prior to the adoption of ASC 326 on January 1, 2020, the Company calculated the allowance for loan losses using the incurred loss methodology. The following tables are disclosures related to the allowance for loan losses in prior periods.
The following tables present the activity in the allowance for loan losses by portfolio class for the year ended December 31, 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Commercial and Industrial Loans and Leases | | Commercial Real Estate Loans | | Agricultural Loans | | Home Equity Loans | | Consumer Loans | | Residential Mortgage Loans | | Unallocated | | Total |
December 31, 2019 | | | | | | | | | | | | | | | | |
Beginning Balance | | $ | 2,953 | | | $ | 5,291 | | | $ | 5,776 | | | $ | 229 | | | $ | 420 | | | $ | 472 | | | $ | 682 | | | $ | 15,823 | |
Provision for Loan Losses | | 5,600 | | | (308) | | | (461) | | | (27) | | | 727 | | | (29) | | | (177) | | | 5,325 | |
Recoveries | | 56 | | | 29 | | | — | | | 8 | | | 432 | | | 7 | | | — | | | 532 | |
Loans Charged-off | | (3,810) | | | (320) | | | — | | | (10) | | | (1,145) | | | (117) | | | — | | | (5,402) | |
Ending Balance | | $ | 4,799 | | | $ | 4,692 | | | $ | 5,315 | | | $ | 200 | | | $ | 434 | | | $ | 333 | | | $ | 505 | | | $ | 16,278 | |
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 4 – Loans (continued)
|
| | | | | | | | | | | | | | | | | | | | | | |
Balance January 1, 2018 | | Additions | | Changes in Persons Included | | Deductions | | Balance December 31, 2018 |
| | | Collected | | Charged-off | |
| | | | | | | | | | |
$ | 15,862 |
| | $ | 3,801 |
| | $ | (1,476 | ) | | $ | (7,129 | ) | | $ | — |
| | $ | 11,058 |
|
The following tables present the average balance and related interest income of loans individually evaluated for impairment by class of loans for the year ended December 31, 2019:
| | | | | | | | | | | | | | | | | | | | |
| | Average Recorded Investment | | Interest Income Recognized | | Cash Basis Recognized |
December 31, 2019 | | | | | | |
With No Related Allowance Recorded: | | | | | | |
Commercial and Industrial Loans and Leases | | $ | 1,175 | | | $ | 19 | | | $ | 1 | |
Commercial Real Estate Loans | | 2,947 | | | 81 | | | 1 | |
Agricultural Loans | | 1,790 | | | 1 | | | — | |
Subtotal | | 5,912 | | | 101 | | | 2 | |
With An Allowance Recorded: | | | | | | |
Commercial and Industrial Loans and Leases | | 3,753 | | | — | | | 1 | |
Commercial Real Estate Loans | | 3,141 | | | — | | | 1 | |
Agricultural Loans | | — | | | — | | | — | |
Subtotal | | 6,894 | | | — | | | 2 | |
Total | | $ | 12,806 | | | $ | 101 | | | $ | 4 | |
| | | | | | |
Loans Acquired With Deteriorated Credit Quality With No Related Allowance Recorded (Included in the Total Above) | | $ | 4,321 | | | $ | 61 | | | $ | 3 | |
Loans Acquired With Deteriorated Credit Quality With An Additional Allowance Recorded (Included in the Total Above) | | $ | 1,766 | | | $ | — | | | $ | — | |
NOTE 5 – Premises, Furniture, and Equipment
Premises, furniture, and equipment was comprised of the following classifications at December 31:
| | | | | | | | | | | | | | |
| | 2021 | | 2020 |
| | | | |
Land | | $ | 20,776 | | | $ | 21,200 | |
Buildings and Improvements | | 91,512 | | | 98,364 | |
Furniture and Equipment | | 41,424 | | | 41,504 | |
Total Premises, Furniture and Equipment | | 153,712 | | | 161,068 | |
Less: Accumulated Depreciation | | (64,849) | | | (64,475) | |
Total | | $ | 88,863 | | | $ | 96,593 | |
|
| | | | | | | | |
| | 2018 | | 2017 |
| | | | |
Land | | $ | 17,368 |
| | $ | 11,541 |
|
Buildings and Improvements | | 79,139 |
| | 60,076 |
|
Furniture and Equipment | | 34,961 |
| | 28,902 |
|
Total Premises, Furniture and Equipment | | 131,468 |
| | 100,519 |
|
Less: Accumulated Depreciation | | (50,841 | ) | | (46,273 | ) |
Total | | $ | 80,627 |
| | $ | 54,246 |
|
Depreciation expense was $4,739, $3,933$5,802, $5,988 and $3,774$5,773 for 2018, 20172021, 2020 and 2016,2019, respectively.
The Company leases three of its branch buildings under a capital lease. These lease arrangements require monthly payments through 2033. The Company has included the leases in buildings and improvements as follows:
|
| | | | | | | | |
| | 2018 | | 2017 |
| | | | |
Capital Leases | | $ | 4,219 |
| | $ | 4,219 |
|
Less: Accumulated Depreciation | | (1,522 | ) | | (1,312 | ) |
Total | | $ | 2,697 |
| | $ | 2,907 |
|
The following is a schedule of future minimum lease payments under the capitalized leases, together with the present value of net minimum lease payments at year end 2018:
|
| | | | |
2019 | | $ | 519 |
|
2020 | | 519 |
|
2021 | | 519 |
|
2022 | | 519 |
|
2023 | | 519 |
|
Thereafter | | 3,990 |
|
Total minimum lease payments | | 6,585 |
|
Less: Amount representing interest | | (3,065 | ) |
Present Value of Net Minimum Lease Payments | | $ | 3,520 |
|
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 6 – Deposits
At year end 2018,2021, stated maturities of time deposits were as follows:
| | | | | | | | |
2022 | | $ | 268,452 | |
2023 | | 36,280 | |
2024 | | 19,530 | |
2025 | | 7,116 | |
2026 | | 15,705 | |
Thereafter | | 16 | |
Total | | $ | 347,099 | |
|
| | | | |
2019 | | $ | 383,827 |
|
2020 | | 109,121 |
|
2021 | | 67,191 |
|
2022 | | 19,020 |
|
2023 | | 9,242 |
|
Thereafter | | 82 |
|
Total | | $ | 588,483 |
|
Time deposits and brokered certificates of deposit of $250 or more and Brokered CDs at December 31, 20182021 and 20172020 were $128,459$56,195 and $119,802,$104,518, respectively.
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 6 – Deposits (continued)
Time deposits originated from outside the geographic area, generally through brokers, totaled $91,615$4,001 and $0$5,510 at December 31, 20182021 and 2017,2020, respectively.
Deposits from principal officers, directors, and their affiliates at year-end 20182021 and 20172020 were $62.6$72.0 million and $49.9$79.9 million, respectively.
NOTE 7 – FHLB Advances and Other Borrowings
The Company’s funding sources include Federal Home Loan Bank advances, borrowings from other third party correspondent financial institutions, issuance and sale of subordinated debt and other capital securities, and repurchase agreements. Information regarding each of these types of borrowings or other indebtedness is as follows:
| | | | | | | | | | | | | | |
| | December 31, |
| | 2021 | | 2020 |
Long-term Advances from Federal Home Loan Bank collateralized by qualifying mortgages, investment securities, and mortgage-backed securities | | $ | 25,000 | | | $ | 83,000 | |
Junior Subordinated Debentures assumed from American Community Bancorp, Inc. | | 6,225 | | | 6,075 | |
Junior Subordinated Debentures assumed from River Valley Bancorp, Inc. | | 6,029 | | | 5,923 | |
Junior Subordinated Debentures assumed from Citizens First Corporation | | 4,171 | | | 4,105 | |
Subordinated Debentures | | 39,379 | | | 39,297 | |
Finance Lease Obligation | | 3,051 | | | 3,224 | |
Long-term Borrowings | | 83,855 | | | 141,624 | |
| | | | |
Overnight Variable Rate Advances from Federal Home Loan Bank collateralized by qualifying mortgages, investment securities, and mortgage-backed securities | | $ | — | | | $ | — | |
Federal Funds Purchased | | — | | | — | |
Repurchase Agreements | | 68,328 | | | 52,905 | |
Short-term Borrowings | | 68,328 | | | 52,905 | |
| | | | |
Total Borrowings | | $ | 152,183 | | | $ | 194,529 | |
|
| | | | | | | | |
| | December 31, |
| | 2018 | | 2017 |
Long-term Advances from Federal Home Loan Bank collateralized by qualifying mortgages, investment securities, and mortgage-backed securities | | $ | 86,626 |
| | $ | 126,836 |
|
Term Loans | | 25,000 |
| | — |
|
Junior Subordinated Debentures assumed from American Community Bancorp, Inc. | | 5,775 |
| | 5,624 |
|
Junior Subordinated Debentures assumed from River Valley Bancorp, Inc. | | 5,712 |
| | 5,607 |
|
Capital Lease Obligation | | 3,522 |
| | 3,650 |
|
Long-term Borrowings | | 126,635 |
| | 141,717 |
|
| | | | |
Overnight Variable Rate Advances from Federal Home Loan Bank collateralized by qualifying mortgages, investment securities, and mortgage-backed securities | | $ | 195,000 |
| | $ | 92,000 |
|
Federal Funds Purchased | | 9,500 |
| | — |
|
Repurchase Agreements | | 45,274 |
| | 41,499 |
|
Short-term Borrowings | | 249,774 |
| | 133,499 |
|
| | | | |
Total Borrowings | | $ | 376,409 |
| | $ | 275,216 |
|
Repurchase agreements, which are classified as secured borrowings, generally mature within one day of the transaction date. Repurchase agreements are reflected at the amount of cash received in connection with the transaction. The Company may be required to provide additional collateral based on the value of the underlying securities.
| | | | 2018 | | 2017 | | | 2021 | | 2020 |
Average Daily Balance During the Year | | $ | 38,454 |
| | $ | 40,476 |
| Average Daily Balance During the Year | | $ | 52,824 | | | $ | 58,000 | |
Average Interest Rate During the Year | | 0.55 | % | | 0.47 | % | Average Interest Rate During the Year | | 0.10 | % | | 0.30 | % |
Maximum Month-end Balance During the Year | | $ | 45,274 |
| | $ | 47,934 |
| Maximum Month-end Balance During the Year | | $ | 71,764 | | | $ | 73,580 | |
Weighted Average Interest Rate at Year-end | | 0.63 | % | | 0.50 | % | Weighted Average Interest Rate at Year-end | | 0.10 | % | | 0.10 | % |
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 7 - FHLB Advances and Other Borrowings (continued)
At December 31, 2018,2021, the Company held 1 long-term FHLB advance with an interest rate of 1.54%. At December 31, 2020 interest rates on the fixed rate long-term FHLB advances ranged from 1.54% to 7.22%2.23% with a weighted average rate of 1.75%1.87%. At December 31, 2017 interest rates on the fixed rate long-term FHLB advances ranged from 1.36% to 7.22% with a weighted average rate of 1.84%. At December 31, 20182021 and 2017,2020, the Company had no advances containing options whereby the FHLB may convert a fixed rate advance to an adjustable rate advance.
On June 25, 2019, the Company sold and issued $40.0 million in aggregate principal amount of its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “Notes”). The Company used the proceeds from the offering to pay $15.0 million of the approximately $15.5 million of cash consideration upon closing of the Citizens First Corporation merger and the remaining balance to repay the Company’s $25.0 million term loan from U.S. Bank National Association (“U.S. Bank”) dated October 11, 2018.
The long-term borrowings shown above includes $25 million outstandingNotes have a ten-year term, from and including the date of issuance to but excluding June 30, 2024, and will bear interest at a fixed annual rate of 4.50%, payable semi-annually in arrears. From and including June 30, 2024 to but excluding the maturity date or early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then-current three-
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 7 - FHLB Advances and Other Borrowings (continued)
month LIBOR (provided, however, that in the event three-month LIBOR is less than zero, three-month LIBOR shall be deemed to be zero) plus 268 basis points, payable quarterly in arrears. The Notes are redeemable, in whole or in part, on a term loan owedJune 30, 2024, on any scheduled interest payment date thereafter and at any time upon the occurrence of certain events. The Purchase Agreement contains certain customary representations, warranties and covenants made by the parent companyCompany, on the one hand, and the Purchasers, severally and not jointly, on the other hand.
The Notes were issued under an Indenture, dated June 25, 2019, by and between the Company and U.S. Bank National Association, as trustee. The Notes are not subject to any sinking fund and are not convertible into or exchangeable for any other securities or assets of December 31, 2018. the Company or any of its subsidiaries. The Notes are not subject to redemption at the option of the holder. The Notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Notes rank junior in right to payment to the Company’s current and future senior indebtedness. The Notes are intended to qualify as Tier 2 capital for regulatory capital purposes for the Company.
At December 31, 2018 interest on the term loan was based upon fixed rate of USB Cost of Funds, plus1.75%. The term loan matures September 30, 2021. At December 31, 2018,2021, the parent company had a $15 million line of credit with U.S. Bank, which had no outstanding balance. The line of credit matures September 30, 2019.26, 2022. Interest on the line of credit is based upon 90-dayone-month LIBOR plus 1.75% and includes an unused commitment fee of 0.25%0.30%.
At December 31, 2018,2021, scheduled principal payments on long-term borrowings, excluding the capitalized lease obligation and acquired subordinated debentures (which are discussed below) are as follows:
| | 2019 | | $ | 31,075 |
| |
2020 | | 25,551 |
| |
2021 | | 30,000 |
| |
2022 | | — |
| 2022 | | $ | — | |
2023 | | — |
| 2023 | | — | |
2024 | | 2024 | | 24,834 | |
2025 | | 2025 | | — | |
2026 | | 2026 | | — | |
Thereafter | | 25,000 |
| Thereafter | | 39,545 | |
Total | | $ | 111,626 |
| Total | | $ | 64,379 | |
The Company assumed the obligations of junior subordinated debentures through the acquisitions of American Community Bancorp, Inc. and, River Valley Bancorp.Bancorp and Citizens First Corporation. The junior subordinated debentures were issued to ACB Capital Trust I, ACB Capital Trust II, RIVR Statutory Trust I, and RIVRCitizens First Statutory Trust I. The trusts are wholly owned by the Company. In accordance with accounting guidelines, the trusts are not consolidated with the Company's financials, but rather the subordinated debentures are shown as borrowings. The Company guarantees payment of distributions on the trust preferred securities issued by ACB Trust I, ACB Trust II, RIVR Statutory Trust I, and RIVRCitizens First Statutory Trust I. Interest is payable on a quarterly basis. These securities qualify as Tier 1 capital (with certain limitations) for regulatory purposes. $11,311$16,081 of the junior subordinated debentures were treated as Tier 1 capital for regulatory capital purposes as of December 31, 2018. $11,0602021. $15,764 of the junior subordinated debentures were treated as Tier 1 capital for regulatory capital purposes as of December 31, 2017.2020. As a result of the acquisitions of American Community, and River Valley, and Citizens First these liabilities were recorded at fair value at the acquisition date with the discount amortizing into interest expense over the life of the liability, ultimately accreting to the issuance amount disclosed below.
The following table summarizes the terms of each issuance:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Date of Issuance | | Issuance Amount | | Carrying Amount at December 31, 2021 | | Variable Rate | | Rate as of December 31, 2021 | | Rate as of December 31, 2020 | | Maturity Date |
ACB Trust I | | 5/6/2005 | | $ | 5,155 | | | $ | 3,921 | | | 90 day LIBOR + 2.15% | | 2.37 | % | | 2.40 | % | | May 2035 |
ACB Trust II | | 7/15/2005 | | 3,093 | | | 2,304 | | | 90 day LIBOR + 1.85% | | 2.01 | % | | 2.06 | % | | July 2035 |
RIVR Statutory Trust I | | 3/26/2003 | | 7,217 | | | 6,029 | | | 3-Month LIBOR + 3.15% | | 3.37 | % | | 3.40 | % | | March 2033 |
Citizens First Statutory Trust I | | 10/16/2006 | | 5,155 | | | 4,171 | | | 3-Month LIBOR +1.65% | | 1.78 | % | | 1.88 | % | | January 2037 |
|
| | | | | | | | | | | | | | | | | | | | |
| | Date of Issuance | | Issuance Amount | | Carrying Amount at December 31, 2018 | | Variable Rate | | Rate as of December 31, 2018 | | Rate as of December 31, 2017 | | Maturity Date |
ACB Trust I | | 5/6/2005 | | $ | 5,155 |
| | $ | 3,646 |
| | 90 day LIBOR + 2.15% | | 4.95 | % | | 3.84 | % | | May, 2035 |
ACB Trust II | | 7/15/2005 | | 3,093 |
| | 2,129 |
| | 90 day LIBOR + 1.85% | | 4.50 | % | | 3.30 | % | | July, 2035 |
RIVR Statutory Trust 1 | | 3/26/2003 | | 7,217 |
| | 5,712 |
| | 3-Month LIBOR + 3.15% | | 5.97 | % | | 4.82 | % | | March, 2033 |
See also Note 5 regarding the capital lease obligation.
NOTE 8 - Shareholders' Equity
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. The final rules implementing Basel Committee on Banking Supervision's capital guidelines for U.S. banks (Basel III rules) became effective for the Company on January 1, 2015 with full compliance with all of the requirements being phased in over a multi- year schedule and fully phased in by January 1, 2019. Under the Basel III rules, the Company must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer was phased in from 0% for 2015 to 2.5% on January 1, 2019. The capital conservation buffer for 2018 is 1.875% and for 2017 is 1.250%. The net unrealized gain
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 8 – Shareholders' Equity (continued)
regulatory action. The current risk-based capital rules, as adopted by federal banking regulators, are based upon guidelines developed by the Basel Committee on Banking Supervision and reflect various requirements of the Dodd-Frank Act (the “Basel III Rules”). The Basel III Rules require banking organizations to, among other things, maintain a minimum ratio of Total Capital to risk-weighted assets, a minimum ratio of Tier 1 Capital to risk-weighted assets, a minimum ratio of “Common Equity
Tier 1 Capital” to risk-weighted assets, and a minimum leverage ratio (calculated as the ratio of Tier 1 Capital to adjusted average consolidated assets). In addition, under the Basel III Rules, in order to avoid limitations on capital distributions, including dividend payments, the Company is required to maintain a 2.5% capital conservation buffer above the adequately capitalized regulatory capital ratios. The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital. At December 31, 2018,2021, the Company and Bank meet all capital adequacy requirements to which they are subject.
Prompt corrective action regulations provide five classifications, including well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At year end 20182021 and 2017,2020, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution's category.
At December 31, 2018,2021, consolidated and bank actual capital and minimum required levels are presented below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Actual: | | Minimum Required For Capital Adequacy Purposes: | | Minimum Required To Be Well-Capitalized Under Prompt Corrective Action Regulations: |
| | Amount | | Ratio | | Amount | | Ratio ⁽¹⁾ | | Amount | | Ratio |
Total Capital (to Risk Weighted Assets) | | | | | | | | | | | | |
Consolidated | | $ | 611,624 | | | 16.20 | % | | $ | 302,060 | | | 8.00 | % | | N/A | | N/A |
Bank | | 503,549 | | | 13.36 | | | 301,495 | | | 8.00 | | | $ | 376,868 | | | 10.00 | % |
| | | | | | | | | | | | |
Tier 1 (Core) Capital (to Risk Weighted Assets) | | | | | | | | | | | | |
Consolidated | | $ | 551,532 | | | 14.61 | % | | $ | 226,545 | | | 6.00 | % | | N/A | | N/A |
Bank | | 483,457 | | | 12.83 | | | 226,121 | | | 6.00 | | | $ | 301,495 | | | 8.00 | % |
| | | | | | | | | | | | |
Common Tier 1 (CET 1) Capital Ratio (to Risk Weighted Assets) | | | | | | | | | | | | |
Consolidated | | $ | 535,451 | | | 14.18 | % | | $ | 169,909 | | | 4.50 | % | | N/A | | N/A |
Bank | | 483,457 | | | 12.83 | | | 169,591 | | | 4.50 | | | $ | 244,964 | | | 6.50 | % |
| | | | | | | | | | | | |
Tier 1 (Core) Capital (to Average Assets) | | | | | | | | | | | | |
Consolidated | | $ | 551,532 | | | 10.10 | % | | $ | 218,352 | | | 4.00 | % | | N/A | | N/A |
Bank | | 483,457 | | | 8.88 | | | 217,839 | | | 4.00 | | | $ | 272,299 | | | 5.00 | % |
|
| | | | | | | | | | | | | | | | | | | | | |
| | Actual: | | Minimum Required For Capital Adequacy Purposes: | | Minimum Required To Be Well-Capitalized Under Prompt Corrective Action Regulations: |
| | Amount | | Ratio | | Amount | | Ratio (1) | | Amount | | Ratio |
Total Capital (to Risk Weighted Assets) | | |
| | |
| | |
| | |
| | |
| | |
|
Consolidated | | $ | 381,385 |
| | 12.36 | % | | $ | 246,805 |
| | 8.00 | % | | N/A |
| | N/A |
|
Bank | | 381,294 |
| | 12.37 |
| | 246,594 |
| | 8.00 |
| | $ | 308,242 |
| | 10.00 | % |
| | | | | | | | | | | | |
Tier 1 (Core) Capital (to Risk Weighted Assets) | | |
| | |
| | |
| | |
| | | | |
|
Consolidated | | $ | 365,562 |
| | 11.85 | % | | $ | 185,104 |
| | 6.00 | % | | N/A |
| | N/A |
|
Bank | | 365,471 |
| | 11.86 |
| | 184,945 |
| | 6.00 |
| | $ | 246,594 |
| | 8.00 | % |
| | | | | | | | | | | | |
Common Equity Tier 1 (CET 1) Capital Ratio (to Risk Weighted Assets) | | |
| | |
| | |
| | |
| | | | |
|
Consolidated | | $ | 354,251 |
| | 11.48 | % | | $ | 138,828 |
| | 4.50 | % | | N/A |
| | N/A |
|
Bank | | 365,471 |
| | 11.86 |
| | 138,709 |
| | 4.50 |
| | $ | 200,357 |
| | 6.50 | % |
| | | | | | | | | | | | |
Tier 1 (Core) Capital (to Average Assets) | | |
| | |
| | |
| | |
| | |
| | |
|
Consolidated | | $ | 365,562 |
| | 9.75 | % | | $ | 149,917 |
| | 4.00 | % | | N/A |
| | N/A |
|
Bank | | 365,471 |
| | 9.78 |
| | 149,484 |
| | 4.00 |
| | $ | 186,854 |
| | 5.00 | % |
(1) Excludes 2.5% capital conservation buffer.
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 8 – Shareholders' Equity (continued)
At December 31, 2017,2020, consolidated and bank actual capital and minimum required levels are presented below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Actual: | | Minimum Required For Capital Adequacy Purposes: | | Minimum Required To Be Well-Capitalized Under Prompt Corrective Action Regulations: |
| | Amount | | Ratio | | Amount | | Ratio ⁽¹⁾ | | Amount | | Ratio |
Total Capital (to Risk Weighted Assets) | | | | | | | | | | | | |
Consolidated | | $ | 554,168 | | | 15.86 | % | | $ | 279,554 | | | 8.00 | % | | N/A | | N/A |
Bank | | 488,409 | | | 14.00 | | | 279,088 | | | 8.00 | | | $ | 348,860 | | | 10.00 | % |
| | | | | | | | | | | | |
Tier 1 (Core) Capital (to Risk Weighted Assets) | | | | | | | | | | | | |
Consolidated | | $ | 486,969 | | | 13.93 | % | | $ | 209,665 | | | 6.00 | % | | N/A | | N/A |
Bank | | 460,936 | | | 13.21 | | | 209,316 | | | 6.00 | | | $ | 279,088 | | | 8.00 | % |
| | | | | | | | | | | | |
Common Tier 1 (CET 1) Capital Ratio (to Risk Weighted Assets) | | | | | | | | | | | | |
Consolidated | | $ | 470,931 | | | 13.48 | % | | $ | 157,249 | | | 4.50 | % | | N/A | | N/A |
Bank | | 460,936 | | | 13.21 | | | 156,987 | | | 4.50 | | | $ | 226,759 | | | 6.50 | % |
| | | | | | | | | | | | |
Tier 1 (Core) Capital (to Average Assets) | | | | | | | | | | | | |
Consolidated | | $ | 486,695 | | | 10.07 | % | | $ | 193,343 | | | 4.00 | % | | N/A | | N/A |
Bank | | 460,936 | | | 9.56 | | | 192,915 | | | 4.00 | | | $ | 241,143 | | | 5.00 | % |
|
| | | | | | | | | | | | | | | | | | | | | |
| | Actual: | | Minimum Required For Capital Adequacy Purposes: | | Minimum Required To Be Well-Capitalized Under Prompt Corrective Action Regulations: |
| | Amount | | Ratio | | Amount | | Ratio (1) | | Amount | | Ratio |
Total Capital (to Risk Weighted Assets) | | |
| | |
| | |
| | |
| | |
| | |
|
Consolidated | | $ | 339,391 |
| | 13.62 | % | | $ | 199,363 |
| | 8.00 | % | | N/A |
| | N/A |
|
Bank | | 305,773 |
| | 12.29 |
| | 199,093 |
| | 8.00 |
| | $ | 248,866 |
| | 10.00 | % |
| | | | | | | | | | | | |
Tier 1 (Core) Capital (to Risk Weighted Assets) | | |
| | |
| | |
| | |
| | | | |
|
Consolidated | | $ | 323,697 |
| | 12.99 | % | | $ | 149,522 |
| | 6.00 | % | | N/A |
| | N/A |
|
Bank | | 290,079 |
| | 11.66 |
| | 149,320 |
| | 6.00 |
| | $ | 199,093 |
| | 8.00 | % |
| | | | | | | | | | | | |
Common Equity Tier 1 (CET 1) Capital Ratio (to Risk Weighted Assets) | | |
| | |
| | |
| | |
| | | | |
|
Consolidated | | $ | 312,637 |
| | 12.55 | % | | $ | 112,142 |
| | 4.50 | % | | N/A |
| | N/A |
|
Bank | | 290,079 |
| | 11.66 |
| | 111,990 |
| | 4.50 |
| | $ | 161,763 |
| | 6.50 | % |
| | | | | | | | | | | | |
Tier 1 (Core) Capital (to Average Assets) | | |
| | |
| | |
| | |
| | |
| | |
|
Consolidated | | $ | 323,697 |
| | 10.71 | % | | $ | 120,862 |
| | 4.00 | % | | N/A |
| | N/A |
|
Bank | | 290,079 |
| | 9.63 |
| | 120,509 |
| | 4.00 |
| | $ | 150,637 |
| | 5.00 | % |
(1) Excludes 2.5% capital conservation buffer.
The Company and the bankBank at year end 20182021 and 20172020 were categorized as well-capitalized. There have been no conditions or events that management believes has changed the classification of the bankBank under the prompt corrective action regulations since the last notification from regulators. Regulations require the maintenance of certain capital levels at the bank,Bank, and may limit the dividends payable by the affiliate to the holding company, or by the holding company to its shareholders. At December 31, 20182021 the bankBank had $76,000$75,000 in retained earnings available for payment of dividends to the parent company without prior regulatory approval.
In December 2018, federal banking regulators approved a final rule to address changes to credit loss accounting under GAAP, including banking organizations’ implementation of CECL. The final rule provides banking organizations the option to phase in over a three-year period the day-one adverse effects on regulatory capital that may result from the adoption of the new accounting standard. On March 27, 2020, in an action related to the CARES Act, the federal banking regulators announced an interim final rule to delay the estimated impact on regulatory capital stemming from the implementation of CECL. The interim final rule, which was finalized effective September 30, 2020, maintains the three-year transition option in the previous rule and provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). The Company has taken advantage of the capital transition relief over the permissible five-year period and will begin the three-year phase-in of the regulatory impact effective January 1, 2022.
Equity Plans and Equity Based Compensation
TheDuring the periods presented, the Company maintains threemaintained 2 equity incentive plans under which stock options, restricted stock, and other equity incentive awards cancould be granted. At December 31, 2018,Those plans include (i) the Company has reserved 306,404Company’s 2009 Long-Term Equity Incentive Plan, under which no new grants may be made, and (ii) the Company’s 2019 Long-Term Equity Incentive Plan (the “2019 LTI Plan”). The 2019 LTI Plan, which authorizes a maximum aggregate issuance of 1,000,000 shares of Common Stock (as adjusted for subsequentcommon stock dividends and(subject to certain permitted adjustments), became effective on May 16, 2019, following approval of the Company’s shareholders. It will remain in effect until May 16, 2029, or until all shares of common stock subject to further customary anti-dilution adjustments) for the purpose of issuance2019 LTI Plan are distributed, all awards have expired or terminated, or the plan is terminated pursuant to outstanding and future grants of options, restricted stock, and other equity awards to officers, directors and other employees of the Company.its terms, whichever occurs first.
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 8 – Shareholders' Equity (continued)
Stock Options
Options may be designated as incentive stock options or as nonqualified stock options. While the date after which options are first exercisable is determined by the appropriate committee of the Board of Directors of the Company or, in the case of options granted to directors, by the Board of Directors, no stock option may be exercised after ten years from the date of grant (twenty years in the case of nonqualified stock options). The exercise price of stock options granted pursuant to the plans must be no less than the fair market value of the Common Stock on the date of the grant.
The plans authorize an optionee to pay the exercise price of options in cash or in common shares of the Company or in some combination of cash and common shares. An optionee may tender already-owned common shares to the Company in exercise of an option. Certain of these plans authorize an optionee to surrender the value of an unexercised option in payment of an equivalent amount of the exercise price of the option. The Company typically issues authorized but unissued common shares upon the exercise of options.
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 8 – Shareholders' Equity (continued)
The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the market price of common stock as of the reporting date.
During 2018, 20172021, 2020 and 2016,2019, the Company granted no options, and recorded no stock compensation expense related to option grants. The Company recorded no other stock compensation expense applicable to options during the years ended December 31, 2018, 20172021, 2020 and 2016 because all outstanding options were fully vested prior to 2007.2019.
Restricted Stock
During the periods presented, awards of long-term incentives were granted in the form of restricted stock. AwardsIn 2019 and prior, awards that were granted to management and selected other employees under athe Company’s management and employee incentive plan were granted in tandem with cash credit entitlements (typically in the form of 60% restricted stock grants and 40% cash credit entitlements). Theentitlements. In 2020, awards granted under the management incentive plan were granted in tandem with cash credit entitlements in the form of 66.67% restricted stock grants and employee33.33% cash credit entitlements. In 2019 and prior, the restricted stock grants and tandem cash credit entitlements, awardedgenerally, vested in 3 annual installments of 33.3% each. In 2020, 100% of the cash portion of an award vests towards the end of the year in which the grant was made, followed by the restricted stock grants vesting 50% in each of the 2nd and 3rd years. Beginning in 2021, for named executive officers, awards are granted in the form of 100% restricted stock grants which will vest in three equalone-third installments of 33.3% withon the first, annual vesting on December 5thsecond and third anniversaries of the year of the grant and on December 5th of the next two succeeding years.award date. Awards that wereare granted to directors as additional retainerretainers for their services do not include any cash credit entitlement. These director restricted stock grants are subject to forfeiture in the event that the recipient of the grant does not continue in service as a director of the Company through December 5th31 of the year after grant or dodoes not satisfy certain meeting attendance requirements, at which time they generally vest 100 percent. For measuring compensation costs, restricted stock awards are valued based upon the market value of the common shares on the date of grant.
The following table presents expense recorded for restricted stock and cash entitlements as well as the related tax effect for the years ended 2018, 2017,2021, 2020, and 2016:2019:
| | | | | | | | | | | | | | | | | | | | |
| | 2021 | | 2020 | | 2019 |
| | | | | | |
Restricted Stock Expense | | $ | 1,692 | | | $ | 1,051 | | | $ | 1,287 | |
Cash Entitlement Expense | | 732 | | | 995 | | | 639 | |
Tax Effect | | (629) | | | (531) | | | (499) | |
Net of Tax | | $ | 1,795 | | | $ | 1,515 | | | $ | 1,427 | |
|
| | | | | | | | | | | | |
| | 2018 | | 2017 | | 2016 |
| | | | | | |
Restricted Stock Expense | | $ | 1,355 |
| | $ | 1,246 |
| | $ | 1,407 |
|
Cash Entitlement Expense | | 718 |
| | 657 |
| | 570 |
|
Tax Effect | | (542 | ) | | (746 | ) | | (782 | ) |
Net of Tax | | $ | 1,531 |
| | $ | 1,157 |
| | $ | 1,195 |
|
Unrecognized expense associated with the restricted stock grants and cash entitlements totaled $2,172, $1,983,$2,497, $2,046, and $1,774$2,022 as of December 31, 2018, 2017,2021, 2020, and 2016,2019, respectively.
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 8 – Shareholders' Equity (continued)
The following table presents information on restricted stock grants outstanding for the period shown:
| | | | Year Ended December 31, 2018 | | Year Ended December 31, 2021 |
| | Restricted Shares | | Weighted Average Market Price at Grant | | Restricted Shares | | Weighted Average Market Price at Grant |
| | | | | | | | |
Outstanding at Beginning of Period | | 46,306 |
| | $ | 28.47 |
| Outstanding at Beginning of Period | | 64,401 | | | $ | 28.20 | |
Granted | | 47,172 |
| | 33.39 |
| Granted | | 51,927 | | | 47.21 | |
Issued and Vested | | (46,981 | ) | | 29.55 |
| Issued and Vested | | (48,592) | | | 30.67 | |
Forfeited | | (1,815 | ) | | 29.99 |
| Forfeited | | (576) | | | 34.79 | |
Outstanding at End of Period | | 44,682 |
| | $ | 32.47 |
| Outstanding at End of Period | | 67,160 | | | 41.06 | |
Employee Stock Purchase Plan
The Company maintains anThrough August 16, 2019, the company maintained the 2009 Employee Stock Purchase Plan (the “2009 ESPP”) whereby eligible employees havehad the option to purchase the Company’s common stock at a discount. The purchase price of the shares under this Plan has beenplan was set at 95% of the fair market value of the Company’s common stock as of the last day of the plan year. The plan had provided for the purchase of up to 750,000 shares of common stock, which the Company may obtain by purchases on the open market or from private sources, or by issuing authorized but unissued common shares. At December 31, 2018, there were 539,293
The Company’s shareholders approved the Company’s new 2019 Employee Stock Purchase Plan on May 16, 2019, as well as an Amended and Restated 2019 Employee Stock Purchase Plan on May 21, 2020, which was amended and restated to reflect certain clarifying changes (the “2019 ESPP”). The 2019 ESPP replaces the 2009 ESPP, which expired on its own terms on August 16, 2019. The 2019 ESPP, which first became effective as of October 1, 2019, provides for a series of 3-month offering periods, commencing on the first day and ending on the last trading day of each calendar quarter, for the purchase of the Company’s common stock by participating employees. The purchase price of the shares availablehas been set at 95% of the fair market value of the Company’s common stock on the last trading day of the offering period. A total of 750,000 common shares has been reserved for future issuance under this plan.the 2019 ESPP. The 2019 ESPP will continue until September 30, 2029, or, if earlier, until all of the shares of common stock allocated to the 2019 ESPP have been purchased. Funding for the purchase of common stock is from employee and Company contributions.
In 2018,2021, the Company recorded $39$45 of expense $29$34 net of tax for the employee stock purchase plan. In 2017,2020, the Company recorded $32$40 of expense $19$30 net of tax, for the employee stock purchase plan. In 2016,2019, the Company recorded $22$23 of expense,
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 8 – Shareholders' Equity (continued)
$50 $1 net of tax, for the employee stock purchase plan. There was no unrecognized compensation expense as of December 31, 2018, 20172021, 2020 and 20162019 for the Employee Stock Purchase Plan.Plans.
Stock Repurchase Plan
On April 26, 2001,January 25, 2021, the Company announced that itsCompany’s Board of Directors approved a stockplan to repurchase program for up to 911,6311000000 shares of the Company’s outstanding Common Sharescommon stock. On a share basis, the amount of common stock subject to the repurchase plan represented approximately 4% of the Company. Shares may be purchased fromCompany’s outstanding shares at the time it was adopted. During 2021, the Company did not repurchase any of its outstanding common stock. The 2021 plan replaced a similar share repurchase plan approved by the Company’s Board of Directors on January 27, 2020. At the time of its termination in 2021, the Company had repurchased 221,912 shares of common stock under the 2020 plan.
On January 31, 2022, the Company’s Board of Directors terminated the 2021 repurchase plan and approved a new plan to time inrepurchase up to 1000000 shares of the open market and in large block privately negotiated transactions.Company’s outstanding common stock. On a share basis, the amount of common stock subject to the new repurchase plan represented approximately 3% of the Company’s outstanding shares on the date it was approved. The Company is not obligated to purchase any shares under the program,plan, and the programplan may be discontinued at any time before the maximumtime. The actual timing, number and share price of shares specified by the program are purchased. The Board of Directors established no expiration date for this program. As of December 31, 2018, the Company had purchased 502,447 shares under the program. No shares were purchased under the program duringrepurchase plan will be determined by the years ended December 31, 2018, 2017Company at its discretion and 2016.will depend upon such factors as the market price of the stock, general market and economic conditions and applicable legal requirements.
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Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 9 –- Employee Benefit Plans
The Company provides a contributory trusteed 401(k) deferred compensation and profit sharing plan, which covers substantially all employees. The Company agrees to match certain employee contributions under the 401(k) portion of the plan, while profit sharing contributions are discretionary and are subject to determination by the Board of Directors. Company contributions were $1,438, $1,328,$2,050, $1,956, and $1,121$1,755 for 2018, 2017,2021, 2020, and 2016,2019, respectively.
The Company self-insures employee health benefits. Stop loss insurance covers annual losses exceeding $175 per covered family as well as an aggregating specific deductible of $255 for the Company.family. Management’s policy is to establish a reserve for claims not submitted by a charge to earnings based on prior experience. Charges to earnings were $3,724, $4,192,$5,520, $5,234, and $3,153$5,495 for 2018, 2017,2021, 2020, and 2016,2019, respectively.
The Company maintains deferred compensation plans for the benefit of certain directors and officers. Under the plans, the Company agrees in return for the directors and officers deferring the receipt of a portion of their current compensation, to pay a retirement benefit computed as the amount of the compensation deferred plus accrued interest at a variable rate. Accrued benefits payable totaled $2,046$2,279 and $1,896$2,089 at December 31, 20182021 and 2017.2020. Deferred compensation expense was $324, $187,$302, $304, and $297$243 for 2018, 2017,2021, 2020, and 2016,2019, respectively. In conjunction with the plans, the Company purchased life insurance on certain directors and officers.
The Company entered into early retirement agreements with certain officers of the Company. Accrued benefits payable as a result of the agreements totaled $0 and $84 at December 31, 2018 and 2017, respectively. Expense associated with these agreements totaled $48 for 2017.
Postretirement Medical and Life Benefit Plan
The Company has an unfunded postretirement benefit plan covering substantially all of its employees. The medical plan is contributory with the participants’ contributions adjusted annually; the life insurance plans are noncontributory.
| | | | | | | | | | | | | | |
Changes in Accumulated Postretirement Benefit Obligations: | | 2021 | | 2020 |
Obligation at the Beginning of Year | | $ | 1,634 | | | $ | 1,498 | |
Unrecognized Loss (Gain) | | (68) | | | 114 | |
| | | | |
Components of Net Periodic Postretirement Benefit Cost | | | | |
Service Cost | | 119 | | | 110 | |
Interest Cost | | 28 | | | 41 | |
| | | | |
Net Expected Benefit Payments | | (121) | | | (96) | |
Amendments | | — | | | (33) | |
Obligation at End of Year | | $ | 1,592 | | | $ | 1,634 | |
| | | | | | | | | | | | | | | | | | | | |
Components of Postretirement Benefit Expense: | | 2021 | | 2020 | | 2019 |
Service Cost | | $ | 119 | | | $ | 110 | | | $ | 83 | |
Interest Cost | | 28 | | | 41 | | | 43 | |
Amortization of Prior Service Costs | | (2) | | | 2 | | | — | |
Amortization of Unrecognized Net (Gain) Loss | | 55 | | | 64 | | | 37 | |
Net Postretirement Benefit Expense | | 200 | | | 217 | | | 163 | |
| | | | | | |
Net Gain (Loss) During Period Recognized in Other Comprehensive Income (Loss) | | (121) | | | 15 | | | 273 | |
| | | | | | |
Total Recognized in Net Postretirement Benefit Expense and Other Comprehensive Income | | $ | 79 | | | $ | 232 | | | $ | 436 | |
| | | | | | | | | | | | | | | | | | | | |
Assumptions Used to Determine Net Periodic Cost and Benefit Obligations: | | 2021 | | 2020 | | 2019 |
Discount Rate | | 2.31 | % | | 1.81 | % | | 2.81 | % |
|
| | | | | | | | |
Changes in Accumulated Postretirement Benefit Obligations: | | 2018 | | 2017 |
Obligation at the Beginning of Year | | $ | 1,061 |
| | $ | 814 |
|
Unrecognized Loss (Gain) | | 74 |
| | 226 |
|
| | | | |
Components of Net Periodic Postretirement Benefit Cost | | |
| | |
|
Service Cost | | 69 |
| | 50 |
|
Interest Cost | | 34 |
| | 29 |
|
| | | | |
Net Expected Benefit Payments | | (84 | ) | | (58 | ) |
Obligation at End of Year | | $ | 1,154 |
| | $ | 1,061 |
|
|
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Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 9 – Employee Benefit Plans (continued)
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| | | | | | | | | | | | |
Components of Postretirement Benefit Expense: | | 2018 | | 2017 | | 2016 |
Service Cost | | $ | 69 |
| | $ | 50 |
| | $ | 41 |
|
Interest Cost | | 34 |
| | 29 |
| | 29 |
|
Amortization of Unrecognized Net (Gain) Loss | | 32 |
| | 8 |
| | 6 |
|
Net Postretirement Benefit Expense | | 135 |
| | 87 |
| | 76 |
|
| | | | | | |
Net Gain (Loss) During Period Recognized in Other Comprehensive Income (Loss) | | 41 |
| | 218 |
| | 18 |
|
| | | | | | |
Total Recognized in Net Postretirement Benefit Expense and Other Comprehensive Income | | $ | 176 |
| | $ | 305 |
| | $ | 94 |
|
|
| | | | | | | | | |
Assumptions Used to Determine Net Periodic Cost and Benefit Obligations: | | 2018 | | 2017 | | 2016 |
Discount Rate | | 3.91 | % | | 3.35 | % | | 3.72 | % |
| | Assumed Health Care Cost Trend Rates at Year-end: | | 2018 | | 2017 | Assumed Health Care Cost Trend Rates at Year-end: | | 2021 | | 2020 |
Health Care Cost Trend Rate Assumed for Next Year | | 8.00 | % | | 8.00 | % | Health Care Cost Trend Rate Assumed for Next Year | | 8.00 | % | | 8.00 | % |
Rate that the Cost Trend Rate Gradually Declines to | | 5.00 | % | | 5.00 | % | Rate that the Cost Trend Rate Gradually Declines to | | 4.50 | % | | 4.50 | % |
Year that the Rate Reaches the Rate it is Assumed to Remain at | | 2024 |
| | 2023 |
| Year that the Rate Reaches the Rate it is Assumed to Remain at | | 2028 | | 2027 |
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one-percentage-point change in assumed health care cost trend rates would have the following effects as of December 31, 2018:2021:
| | | | One-Percentage-Point Increase | | One-Percentage-Point Decrease | | One-Percentage-Point Increase | | One-Percentage-Point Decrease |
Effect on Total of Service and Interest Cost | | $ | 10 |
| | $ | (9 | ) | Effect on Total of Service and Interest Cost | | $ | 17 | | | $ | (15) | |
Effect on Postretirement Benefit Obligation | | $ | 74 |
| | $ | (66 | ) | Effect on Postretirement Benefit Obligation | | $ | 116 | | | $ | (103) | |
Contributions
The Company expects to contribute $92$131 to its postretirement medical and life insurance plan in 2019.2022.
Estimated Future Benefits
The following postretirement benefit payments, which reflect expected future service, are expected to be paid: | | | | | | | | |
2022 | | $ | 131 | |
2023 | | 138 | |
2024 | | 112 | |
2025 | | 119 | |
2026 | | 138 | |
2027-2031 | | 749 | |
|
| | | | |
2019 | | $ | 92 |
|
2020 | | 90 |
|
2021 | | 97 |
|
2022 | | 91 |
|
2023 | | 110 |
|
2024-2028 | | 605 |
|
Multi-Employer Pension Plan
Through the acquisition of River Valley Bancorp, the Company acquired a participation in a multi-employer defined benefit pension plan. Effective December 31, 2015, the plan was frozen. Pension expense was approximately $72$66 and $63$42 during 20182021 and 2017,2020, respectively. Specific plan asset and accumulated benefit information for the Company's portion of the fund is not available. Under the Employee Retirement Income and Security Act of 1974 ("ERISA"(“ERISA”), a contributor to a multi-employer pension plan may be liable in the event of complete or partial withdrawal for the benefit payments guaranteed under ERISA, but currently there is no intention to withdraw.
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Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 9 – Employee Benefit Plans (continued)
The Company participates in the Pentegra Defined Benefit Plan for Financial Institutions (the "Pentegra“Pentegra DB Plan"Plan”), a tax-qualified defined-benefit pension plan. The Pentegra DB Plan operates as a multi-employer plan for accounting purposes and as a multiple-employer plan under ERISA and the Internal Revenue Code. There are no collective bargaining agreements in place that require contributions to the Pentegra DB Plan.
The Pentegra DB Plan is a single plan under Internal Revenue Code Section 413(c) and, as a result, all of the assets stand behind all of the liabilities. Accordingly, under the Pentegra DB Plan, contributions made by a participating employer may be used to provide benefits to participants of other participating employers.
Total contributions made to the Pentegra DB Plan, as reported on Form 5500, equal $367,119$253,199 and $153,186$138,322 for the plan years ended June 30, 20172020 and 2016,2019, respectively. The Company's contributions to the Pentegra DB Plan for the fiscal year ending December 31, 20182021 were not more than 5% of total contributions to the Pentegra DB Plan for the year ending June 30, 2017.2020.
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Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 10 –- Income Taxes
| | | | | | | | | | | | | | | | | | | | |
The provision for income taxes consists of the following: | | 2021 | | 2020 | | 2019 |
| | | | | | |
Current Federal | | $ | 13,437 | | | $ | 14,186 | | | $ | 8,263 | |
Current State | | 2,547 | | | 2,265 | | | 1,004 | |
Deferred Federal | | 2,056 | | | (2,765) | | | 3,545 | |
Deferred State | | 608 | | | (852) | | | (795) | |
Total | | $ | 18,648 | | | $ | 12,834 | | | $ | 12,017 | |
|
| | | | | | | | | | | | |
The provision for income taxes consists of the following: | | 2018 | | 2017 | | 2016 |
| | | | | | |
Current Federal | | $ | 6,699 |
| | $ | 10,481 |
| | $ | 11,468 |
|
Current State | | 412 |
| | 473 |
| | 447 |
|
Deferred Federal | | 2,226 |
| | 276 |
| | 1,611 |
|
Deferred State | | 191 |
| | 304 |
| | 420 |
|
Total | | $ | 9,528 |
| | $ | 11,534 |
| | $ | 13,946 |
|
Effective tax rates differ from the federal statutory rate of 21% for 20182021, 2020 and 35% for 2017 and 20162019 applied to income before income taxes due to the following:
| | | | | | | | | | | | | | | | | | | | |
| | 2021 | | 2020 | | 2019 |
| | | | | | |
Statutory Rate Times Pre-tax Income | | $ | 21,585 | | | $ | 15,759 | | | $ | 14,960 | |
Add (Subtract) the Tax Effect of: | | | | | | |
Income from Tax-exempt Loans and Investments | | (3,872) | | | (2,681) | | | (2,246) | |
State Income Tax, Net of Federal Tax Effect | | 2,492 | | | 1,116 | | | 165 | |
General Business Tax Credits | | (1,013) | | | (1,085) | | | (1,039) | |
Company Owned Life Insurance | | (321) | | | (484) | | | (421) | |
Other Differences | | (223) | | | 209 | | | 598 | |
Total Income Taxes | | $ | 18,648 | | | $ | 12,834 | | | $ | 12,017 | |
|
| | | | | | | | | | | | |
| | 2018 | | 2017 | | 2016 |
| | | | | | |
Statutory Rate Times Pre-tax Income | | $ | 11,772 |
| | $ | 18,274 |
| | $ | 17,195 |
|
Add (Subtract) the Tax Effect of: | | |
| | |
| | |
|
Income from Tax-exempt Loans and Investments | | (2,129 | ) | | (3,304 | ) | | (2,929 | ) |
State Income Tax, Net of Federal Tax Effect | | 476 |
| | 505 |
| | 564 |
|
General Business Tax Credits | | (914 | ) | | (715 | ) | | (621 | ) |
Company Owned Life Insurance | | (260 | ) | | (469 | ) | | (346 | ) |
Revaluation of Deferred Tax Assets/Liabilities due to Tax Reform | | — |
| | (2,284 | ) | | — |
|
Other Differences | | 583 |
| | (473 | ) | | 83 |
|
Total Income Taxes | | $ | 9,528 |
| | $ | 11,534 |
| | $ | 13,946 |
|
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|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 10 – Income Taxes (continued)
The net deferred tax liability at December 31 consists of the following:
| | | | | | | | | | | | | | |
| | 2021 | | 2020 |
Deferred Tax Assets: | | | | |
Allowance for Credit Losses | | $ | 8,470 | | | $ | 10,568 | |
Lease Liability (Operating Leases) | | 1,542 | | | 2,055 | |
Deferred Compensation and Employee Benefits | | 878 | | | 823 | |
Other-than-temporary Impairment | | 246 | | | 246 | |
Accrued Expenses | | 1,288 | | | 1,200 | |
Business Combination Fair Value Adjustments | | 138 | | | 777 | |
Pension and Postretirement Plans | | 200 | | | 200 | |
Other Real Estate Owned | | — | | | 25 | |
Non-Accrual Loan Interest Income | | 567 | | | 678 | |
Net Operating Loss Carryforward | | 447 | | | 1,010 | |
Mortgage Servicing Rights | | 49 | | | — | |
Other | | 1,860 | | | 1,000 | |
Total Deferred Tax Assets | | 15,685 | | | 18,582 | |
Deferred Tax Liabilities: | | | | |
Depreciation | | (2,496) | | | (2,331) | |
Leasing Activities, Net | | (10,878) | | | (10,638) | |
Unrealized Gain on Securities | | (4,366) | | | (9,734) | |
FHLB Stock Dividends | | (199) | | | (206) | |
Prepaid Expenses | | (646) | | | (641) | |
Intangibles | | (1,651) | | | (1,670) | |
Deferred Loan Fees | | (790) | | | (730) | |
Mortgage Servicing Rights | | — | | | (9) | |
Right of Use Asset (Operating Leases) | | (1,515) | | | (2,028) | |
Other | | (75) | | | (230) | |
Total Deferred Tax Liabilities | | (22,616) | | | (28,217) | |
Valuation Allowance | | — | | | — | |
Net Deferred Tax Liability | | $ | (6,931) | | | $ | (9,635) | |
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
|
| | | | | | | | |
| | 2018 | | 2017 |
Deferred Tax Assets: | | |
| | |
|
Allowance for Loan Losses | | $ | 3,661 |
| | $ | 3,645 |
|
Unrealized Loss on Securities | | 1,885 |
| | 665 |
|
Deferred Compensation and Employee Benefits | | 736 |
| | 702 |
|
Other-than-temporary Impairment | | 238 |
| | 243 |
|
Accrued Expenses | | 906 |
| | 645 |
|
Business Combination Fair Value Adjustments | | 3,715 |
| | 1,041 |
|
Pension and Postretirement Plans | | 119 |
| | 100 |
|
Other Real Estate Owned | | 17 |
| | — |
|
Non-Accrual Loan Interest Income | | 352 |
| | 152 |
|
Net Operating Loss Carryforward | | 322 |
| | — |
|
Other | | 366 |
| | 302 |
|
Total Deferred Tax Assets | | 12,317 |
| | 7,495 |
|
Deferred Tax Liabilities: | | |
| | |
|
Depreciation | | (1,879 | ) | | (1,309 | ) |
Leasing Activities, Net | | (8,999 | ) | | (7,343 | ) |
FHLB Stock Dividends | | (192 | ) | | (196 | ) |
Prepaid Expenses | | (345 | ) | | (368 | ) |
Intangibles | | (1,169 | ) | | (597 | ) |
Deferred Loan Fees | | (514 | ) | | (483 | ) |
Mortgage Servicing Rights | | (238 | ) | | (133 | ) |
Other | | (674 | ) | | (1,098 | ) |
Total Deferred Tax Liabilities | | (14,010 | ) | | (11,527 | ) |
Valuation Allowance | | — |
| | — |
|
Net Deferred Tax Liability | | $ | (1,693 | ) | | $ | (4,032 | ) |
NOTE 10 – Income Taxes (continued)
On December 22, 2017, the U.S. government enacted comprehensive tax reform legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). Among other things, the Tax Act includes significant changes to the U.S. corporate income tax system, including: reducing the federal corporate rate from 35% to 21%; modifying the rules regarding limitations on certain deductions for executive compensation; introducing a capital investment deduction in certain circumstances; placing certain limitations on the interest deduction; and modifying the rules regarding the usability of net operating losses. Based upon its initial analysis of the Tax Act, the Company revalued its deferred tax assets and deferred tax liabilities at December 31, 2017 and, as a result, recorded a $2,284 reduction in income tax expense during the fourth quarter of 2017. This benefit was based on reasonable estimates by the Company of certain income tax effects of the Tax Act.
Under the Internal Revenue Code, through 1996, three acquired banking companies, which are now a part of the Company’s single banking subsidiary, were allowed a special bad debt deduction related to additions to tax bad debt reserves established for the purpose of absorbing losses. The acquired banks were formerly known as River Valley Financial Bank (acquired in March 2016), Peoples Community Bank (acquired in October 2005) and First American Bank (acquired in January 1999). Subject to certain limitations, these Banksbanks were permitted to deduct from taxable income an allowance for bad debts based on a percentage of taxable income before such deductions or actual loss experience. The BanksEach of the banks generally computed its annual addition to its bad debt reserves using the percentage of taxable income method; however, due to certain limitations in 1996, the Banksbanks were only allowed a deduction based on actual loss experience.
Retained earnings at December 31, 2018,2021, include approximately $5,095 for which no provision for federal income taxes has been made. This amount represents allocations of income for allowable bad debt deductions. Reduction of amounts so allocated for purposes other than tax bad debt losses will create taxable income, which will be subject to the then current corporate income tax rate. It is not contemplated that amounts allocated to bad debt deductions will be used in any manner to create taxable income. The unrecorded deferred income tax liability on the above amount at December 31, 20182021 was approximately $1,070.
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Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
As of December 31, 2021, the Company had net operating loss carryforwards of $11,317, which expire in years ranging from 2022 through 2039. These net operating loss carryforwards were primarily derived from the acquisition of First Security and Citizens First.
NOTE 10 – Income Taxes (continued)
Unrecognized Tax Benefits
The Company had no unrecognized tax benefits as of December 31, 2018, 2017,2021, 2020, and 2016,2019, and did not recognize any increase in unrecognized benefits during 20182021 relative to any tax positions taken in 2018.2021. Should the accrual of any interest or penalties relative to unrecognized tax benefits be necessary, it is the Company’s policy to record such accruals in its income tax expense accounts; no such accruals existed as of December 31, 2018, 2017,2021, 2020, and 2016.2019. The Company and its corporate subsidiaries file a consolidated U.S. Federal income tax return, which is subject to examination for all years after 2014.2016. The Company and its corporate subsidiaries doing business in Indiana file a combined Indiana unitary return, which is subject to examination for all years after 2014.2016.
NOTE 11 - Revenue Recognition
In May 2014, the Financial Accounting Standards Board (the "FASB") issuedThe following table presents non-interest income, segregated by revenue streams in-scope and out-of-scope of FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). On January 1, 2018,, for the Company adopted ASU 2014-09years ended December 31, 2021 and all subsequent amendments to2020. Trust and investment product fees are included in the ASU that modified Topic 606. Topic 606 creates a single framework for recognizing revenue from contracts with customers that fall within its scope and revises when it is appropriate to recognize a gain (loss) from the transfer of nonfinancial assets. Since the guidance does not apply to revenue associated with financial instruments, the new guidance did not have a material impact on revenue most closely associated with financial instruments, including interest income and expense. The majority of the Company'swealth management services segment while insurance revenues are from financial instruments and are not withinincluded in the scope of Topic 606. The Company completed its overall assessment ofinsurance segment. All other revenue streams and related contracts, including service charges on deposit accounts, interchange income, and trust and investment brokerage fees. Based onare primarily included in the assessment, the Company concluded that ASU 2014-09 did not materially change the method in which the Company currently recognizes revenue for these revenue streams. The Company also completed its evaluation of certain costs related to these revenue streams to determine whether certain revenue streams should be reported gross versus net of certain expenses. Based on its evaluation, the Company determined that the classification of certain debit card related costs should change and now be reported as expenses versus contra-revenue. This reclassification change resulted in an immaterial impact to both revenue and expense. The Company adopted ASU 2014-09 and its related amendments utilizing the modified retrospective approach. Since there was no net income impact upon adoption of this guidance, a cumulative adjustment to retained earnings was not deemed necessary. Consistent with the modified retrospective approach, the Company did not adjust prior period amounts for the debit card costs noted above.banking segment.
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended |
| | December 31, |
Non-interest Income | | 2021 | | 2020 | | 2019 |
In-Scope of Topic 606: | | | | | | |
Wealth Management & Investment Services Income | | $ | 10,321 | | | $ | 8,005 | | | $ | 7,278 | |
Service Charges on Deposit Accounts | | 7,723 | | | 7,334 | | | 8,718 | |
Insurance Revenues | | 9,268 | | | 8,922 | | | 8,940 | |
Interchange Fee Income | | 13,116 | | | 10,529 | | | 9,450 | |
Other Operating Income | | 2,877 | | | 2,361 | | | 2,073 | |
Non-interest Income (in-scope of Topic 606) | | 43,305 | | | 37,151 | | | 36,459 | |
Non-interest Income (out-of-scope of Topic 606) | | 16,157 | | | 17,323 | | | 9,042 | |
Total Non-interest Income | | $ | 59,462 | | | $ | 54,474 | | | $ | 45,501 | |
A description of the Company'sCompany’s revenue streams accounted for under Topic 606 follows:
Service Charges on Deposit Accounts: The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as stop payment charges and
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Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 11 – Revenue Recognition (continued)
statement rendering, are recognized at the time the transaction is executed (the point in time the Company fills the customer'scustomer’s request). Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs.
Interchange Fee Income: The Company earns interchange fees from debit/credit cardholder transactions conducted through various payment networks. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.
TrustWealth Management and Investment Product Fees:Services Income: The Company earns trustwealth management and investment brokerage feesservices income from its contracts with trust and brokeragewealth management customers to manage assets for investment and/or to transact their accounts. These fees are primarily earned over time as the Company provides the contracted monthly or quarterly services and are generally assessed based on the market value of assets under management at month-end. Fees that are transaction based, including trade execution services, are recognized at the point in time that the transaction is executed (trade date).
Insurance Revenues: The Company earns insurance revenue from commissions derived from the sale of personal and corporate property and casualty insurance products. These commissions are primarily earned over time as the Company provides the contracted insurance product to customers.
The following table presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the years ended December 31, 2018 and 2017. Trust and investment product fees are included in the trust and investment advisory services segment while insurance revenues are included in the insurance segment. All other revenue streams are primarily included in the banking segment.
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Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 11 – Revenue Recognition (continued)
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| | | | | | | | | | | | |
| | Year Ended |
| | December 31, |
Non-interest Income | | 2018 | | 2017 | | 2016 |
In-Scope of Topic 606: | | | | | | |
Trust and Investment Product Fees | | $ | 6,680 |
| | $ | 5,272 |
| | $ | 4,644 |
|
Service Charges on Deposit Accounts | | 7,044 |
| | 6,178 |
| | 5,973 |
|
Insurance Revenues | | 8,330 |
| | 7,979 |
| | 7,741 |
|
Interchange Fee Income | | 7,278 |
| | 4,567 |
| | 3,627 |
|
Other Operating Income | | 2,785 |
| | 2,641 |
| | 3,703 |
|
Non-interest Income (in-scope of Topic 606) | | 32,117 |
| | 26,637 |
| | 25,688 |
|
Non-interest Income (out-of-scope of Topic 606) | | 4,953 |
| | 5,217 |
| | 6,325 |
|
Total Non-interest Income | | $ | 37,070 |
| | $ | 31,854 |
| | $ | 32,013 |
|
NOTE 12 – Per Share Data
The computation of Basic Earnings per Share and Diluted Earnings per Share are provided below:
| | | | 2018 | | 2017 | | 2016 | | | 2021 | | 2020 | | 2019 |
Basic Earnings per Share: | | |
| | |
| | |
| Basic Earnings per Share: | | | | | | |
Net Income | | $ | 46,529 |
| | $ | 40,676 |
| | $ | 35,184 |
| Net Income | | $ | 84,137 | | | $ | 62,210 | | | $ | 59,222 | |
Weighted Average Shares Outstanding | | 23,381,616 |
| | 22,924,726 |
| | 22,389,137 |
| Weighted Average Shares Outstanding | | 26,537,311 | | | 26,539,024 | | | 25,824,538 | |
| | | | | | | | | | | | |
Basic Earnings per Share | | $ | 1.99 |
| | $ | 1.77 |
| | $ | 1.57 |
| Basic Earnings per Share | | $ | 3.17 | | | $ | 2.34 | | | $ | 2.29 | |
| | | | | | | | | | | | |
Diluted Earnings per Share: | | |
| | |
| | |
| Diluted Earnings per Share: | | | | | | |
Net Income | | $ | 46,529 |
| | $ | 40,676 |
| | $ | 35,184 |
| Net Income | | $ | 84,137 | | | $ | 62,210 | | | $ | 59,222 | |
| | | | | | | |
Weighted Average Shares Outstanding | | 23,381,616 |
| | 22,924,726 |
| | 22,389,137 |
| Weighted Average Shares Outstanding | | 26,537,311 | | | 26,539,024 | | | 25,824,538 | |
Stock Options, Net | | — |
| | — |
| | 1,978 |
| Stock Options, Net | | — | | | — | | | — | |
Diluted Weighted Average Shares Outstanding | | 23,381,616 |
| | 22,924,726 |
| | 22,391,115 |
| Diluted Weighted Average Shares Outstanding | | 26,537,311 | | | 26,539,024 | | | 25,824,538 | |
| | | | | | | | | | | | |
Diluted Earnings per Share | | $ | 1.99 |
| | $ | 1.77 |
| | $ | 1.57 |
| Diluted Earnings per Share | | $ | 3.17 | | | $ | 2.34 | | | $ | 2.29 | |
There were no anti-dilutive shares at December 31, 2018, 2017,2021, 2020, and 2016.2019. There were no stock options outstanding at December 31, 2018, 20172021, 2020 and 2016.2019. Restricted stock units are participating shares and included in outstanding shares for purposes of the calculation of earnings per share.
NOTE 13 - Leases
At the inception of a contract, an entity should determine whether the contract contains a lease. Topic 842 defines a lease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. Control over the use of an identified asset means that the customer has both (1) the right to obtain substantially all of the economic benefits from the use of the asset and (2) the right to direct the use of the asset.
German American has finance leases for branch offices as well as operating leases for branch offices, ATM locations and certain office equipment. The right-of-use asset is included in the ‘Premises, Furniture and Equipment, Net’ line of the consolidated balance sheet. The lease liability is included in the ‘Accrued Interest Payable and Other Liabilities’ line of the consolidated balance sheet.
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 13 – Leases (continued)
The Company used the implicit lease rate when determining the present value of lease payments for finance leases. The present value of lease payments for operating leases was determined using the incremental borrowing rate as of the date the Company adopted this standard.
The components of lease expense were as follows:
| | | | | | | | | | | | | | |
| | December 31, 2021 | | December 31, 2020 |
Finance Lease Cost: | | | | |
Amortization of Right-of-Use Assets | | $ | 210 | | | $ | 210 | |
Interest on Lease Liabilities | | 345 | | | 363 | |
Operating Lease Cost | | 1,423 | | | 1,781 | |
Short-term Lease Cost | | 80 | | | 34 | |
Total Lease Cost | | $ | 2,058 | | | $ | 2,388 | |
The weighted average lease term and discount rates were as follows:
| | | | | | | | | | | | | | |
| | December 31, 2021 | | December 31, 2020 |
Weighted Average Remaining Lease Term: | | | | |
Finance Leases | | 10 years | | 11 years |
Operating Leases | | 7 years | | 8 years |
| | | | |
Weighted Average Discount Rate: | | | | |
Finance Leases | | 11.45 | % | | 11.47 | % |
Operating Leases | | 3.02 | % | | 3.17 | % |
Supplemental balance sheet information related to leases were as follows:
| | | | | | | | | | | | | | |
| | December 31, 2021 | | December 31, 2020 |
| | | | |
Finance Leases |
Premises, Furniture and Equipment, Net | | $ | 2,068 | | | $ | 2,278 | |
Other Borrowings | | $ | 3,051 | | | $ | 3,224 | |
| | | | |
Operating Leases |
Operating Lease Right-of-Use Assets | | $ | 6,115 | | | $ | 8,217 | |
Operating Lease Liabilities | | $ | 6,227 | | | $ | 8,325 | |
Supplemental cash flow information related to leases were as follows:
| | | | | | | | | | | | | | |
| | December 31, 2021 | | December 31, 2020 |
Cash Paid for Amounts in the Measurement of Lease Liabilities: | | | | |
Operating Cash Flows from Finance Leases | | $ | 345 | | | $ | 363 | |
Operating Cash Flows from Operating Leases | | 2,808 | | | 1,710 | |
Financing Cash Flows from Finance Leases | | 155 | | | 125 | |
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 13 – Leases (continued)
The following table presents a maturity analysis of Finance and Operating Lease CommitmentsLiabilities:
| | | | | | | | | | | | | | |
| | December 31, 2021 |
| | Finance Leases | | Operating Leases |
| | | | |
Year 1 | | $ | 519 | | | $ | 1,216 | |
Year 2 | | 519 | | | 1,059 | |
Year 3 | | 519 | | | 974 | |
Year 4 | | 519 | | | 870 | |
Year 5 | | 519 | | | 809 | |
Thereafter | | 2,433 | | | 2,093 | |
Total Lease Payments | | 5,028 | | | 7,021 | |
Less Imputed Interest | | (1,977) | | | (794) | |
Total | | $ | 3,051 | | | $ | 6,227 | |
The total rental expense for all operating leases for the years ended December 31, 2018, 2017, and 2016 was $1,175, $1,213, and $1,215 respectively, including amounts paid under short-term cancelable leases.
The following is a schedule of future minimum lease payments under operating leases for premises and equipment at year end 2018: |
| | | | |
2019 | | $ | 1,406 |
|
2020 | | 1,014 |
|
2021 | | 904 |
|
2022 | | 798 |
|
2023 | | 702 |
|
Thereafter | | 2,907 |
|
Total | | $ | 7,731 |
|
NOTE 14 – Commitments and Off-balance Sheet Items
In the normal course of business, there are various commitments and contingent liabilities, such as commitments to extend credit and commitments to sell loans, which are not reflected in the accompanying consolidated financial statements. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to make loans and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policy to make commitments as it uses for on-balance sheet items.
The Company’s exposure to credit risk for commitments to sell loans is dependent upon the ability of the counter-party to purchase the loans. This is generally assured by the use of government sponsored entity counterparts. These commitments are subject to market risk resulting from fluctuations in interest rates.
Commitments and contingent liabilities are summarized as follows, at December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2021 | | 2020 |
| | Fixed Rate | | Variable Rate | | Fixed Rate | | Variable Rate |
Commitments to Fund Loans: | | | | | | | | |
Consumer Lines | | $ | 16,784 | | | $ | 476,719 | | | $ | 15,319 | | | $ | 424,441 | |
Commercial Operating Lines | | 59,917 | | | 473,033 | | | 33,892 | | | 447,270 | |
Residential Mortgages | | 25,132 | | | 214 | | | 52,394 | | | 2,262 | |
Total Commitments to Fund Loans | | $ | 101,833 | | | $ | 949,966 | | | $ | 101,605 | | | $ | 873,973 | |
| | | | | | | | |
Commitments to Sell Loans: | | | | | | | | |
Mandatory | | $ | 288 | | | $ | — | | | $ | — | | | $ | — | |
Non-mandatory | | $ | 12,589 | | | $ | — | | | $ | 19,724 | | | $ | — | |
| | | | | | | | |
Standby Letters of Credit | | $ | 1,491 | | | $ | 8,447 | | | $ | 2,122 | | | $ | 5,463 | |
|
| | | | | | | | | | | | | | | | |
| | 2018 | | 2017 |
| | Fixed Rate | | Variable Rate | | Fixed Rate | | Variable Rate |
Commitments to Fund Loans: | | |
| | |
| | |
| | |
|
Consumer Lines | | $ | 11,356 |
| | $ | 343,666 |
| | $ | 10,997 |
| | $ | 260,934 |
|
Commercial Operating Lines | | 18,738 |
| | 325,672 |
| | 19,267 |
| | 308,381 |
|
Residential Mortgages | | 16,640 |
| | 3,559 |
| | 17,255 |
| | 655 |
|
Total Commitments to Fund Loans | | $ | 46,734 |
| | $ | 672,897 |
| | $ | 47,519 |
| | $ | 569,970 |
|
| | | | | | | | |
Commitments to Sell Loans: | | | | | | | | |
Mandatory | | $ | 254 |
| | $ | — |
| | $ | 681 |
| | $ | — |
|
Non-mandatory | | $ | 24,095 |
| | $ | 1,718 |
| | $ | 24,628 |
| | $ | 188 |
|
| | | | | | | | |
Standby Letters of Credit | | $ | 3,284 |
| | $ | 5,863 |
| | $ | 959 |
| | $ | 4,736 |
|
The fixed rate commitments to fund loans have interest rates ranging from 2.00%3.00% to 21.00% and maturities ranging from less than 1 year to 32 years. Since many commitments to make loans expire without being used, these amounts do not necessarily represent future cash commitments. Collateral obtained upon exercise of the commitment is determined using management’s credit evaluation of the borrower, and may include accounts receivable, inventory, property, land, and other items.
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 15 – Fair Value
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 15 – Fair Value (continued)
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:
Investment Securities: The fair values for investment securities are determined by quoted market prices, if available (Level 1). For investment securities where quoted prices are not available, fair values are calculated based on market prices of similar investment securities (Level 2). For investment securities where quoted prices or market prices of similar investment securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). Level 3 pricing is obtained from a third-party based upon similar trades that are not traded frequently without adjustment by the Company. At December 31, 2018,2021, the Company held $5.0 million inno Level 3 securities which consist of non-rated Obligations of State and Political Subdivisions. Absent the credit rating, significant assumptions must be made such that the credit risk input becomes an unobservable input and thus these investment securities are reported by the Company in a Level 3 classification.
Derivatives: The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2).
ImpairedIndividually Analyzed Loans: Fair values for impaired collateral dependent loans are generally based on appraisals obtained from licensed real estate appraisers and in certain circumstances includeincludes consideration of offers obtained to purchase properties prior to foreclosure. Appraisals for commercial real estate generally use three methods to derive value: cost, sales or market comparison and income approach. The cost method bases value in the cost to replace the current property. Value of market comparison approach evaluates the sales price of similar properties in the same market area. The income approach considers net operating income generated by the property and an investor'sinvestor’s required return. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Comparable sales adjustments are based on known sales prices of similar type and similar use properties and duration of time that the property has been on the market to sell. Such adjustments made in the appraisal process are typically significant and result in a Level 3 classification of the inputs for determining fair value.
Appraisals for both collateral-dependent impaired loans and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Company’s Risk Management Area reviews the assumptions and approaches utilized in the appraisal. In determining the value of impaired collateral dependent loans and other real estate owned, significant unobservable inputs may be used which include: physical condition of comparable properties sold, net operating income generated by the property and investor rates of return.
Other Real Estate: Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate (ORE) are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are generally based on third party appraisals of the property utilizing similar techniques as discussed above for Impaired Loans, resulting in a Level 3 classification. In cases where the carrying amount exceeds the fair value, less costs to sell, impairment loss is recognized.
Loans Held-for-Sale: The fair values of loans held for sale are determined by using quoted prices for similar assets, adjusted for specific attributes of that loan resulting in a Level 2 classification.
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 15 – Fair Value (continued)
Assets and Liabilities Measured on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis, including financial assets and liabilities for which the Company has elected the fair value option, are summarized below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurements at December 31, 2021 Using |
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total |
Assets: | | | | | | | | |
Obligations of State and Political Subdivisions | | $ | — | | | $ | 925,706 | | | $ | — | | | $ | 925,706 | |
MBS/CMO | | — | | | 791,950 | | | — | | | 791,950 | |
US Gov't Sponsored Entities & Agencies | | — | | | 171,961 | | | — | | | 171,961 | |
Total Securities | | $ | — | | | $ | 1,889,617 | | | $ | — | | | $ | 1,889,617 | |
| | | | | | | | |
Loans Held-for-Sale | | $ | — | | | $ | 10,585 | | | $ | — | | | $ | 10,585 | |
| | | | | | | | |
Derivative Assets | | $ | — | | | $ | 4,519 | | | $ | — | | | $ | 4,519 | |
| | | | | | | | |
Derivative Liabilities | | $ | — | | | $ | 4,762 | | | $ | — | | | $ | 4,762 | |
|
| | | | | | | | | | | | | | | | |
| | Fair Value Measurements at December 31, 2018 Using |
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total |
Assets: | | |
| | |
| | |
| | |
|
Obligations of State and Political Subdivisions | | $ | — |
| | $ | 289,542 |
| | $ | 4,991 |
| | $ | 294,533 |
|
MBS/CMO - Residential | | — |
| | 518,078 |
| | — |
| | 518,078 |
|
Total Securities | | $ | — |
| | $ | 807,620 |
| | $ | 4,991 |
| | $ | 812,611 |
|
| | | | | | | | |
Loans Held-for-Sale | | $ | — |
| | $ | 4,263 |
| | $ | — |
| | $ | 4,263 |
|
| | | | | | | | |
Derivative Assets | | $ | — |
| | $ | 1,713 |
| | $ | — |
| | $ | 1,713 |
|
| | | | | | | | |
Derivative Liabilities | | $ | — |
| | $ | 1,734 |
| | $ | — |
| | $ | 1,734 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurements at December 31, 2020 Using |
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total |
Assets: | | | | | | | | |
Obligations of State and Political Subdivisions | | $ | — | | | $ | 580,750 | | | $ | 497 | | | $ | 581,247 | |
MBS/CMO | | — | | | 548,307 | | | — | | | 548,307 | |
US Gov't Sponsored Entities & Agencies | | — | | | 88,298 | | | — | | | 88,298 | |
Total Securities | | $ | — | | | $ | 1,217,355 | | | $ | 497 | | | $ | 1,217,852 | |
| | | | | | | | |
Loans Held-for-Sale | | $ | — | | | $ | 16,904 | | | $ | — | | | $ | 16,904 | |
| | | | | | | | |
Derivative Assets | | $ | — | | | $ | 8,806 | | | $ | — | | | $ | 8,806 | |
| | | | | | | | |
Derivative Liabilities | | $ | — | | | $ | 9,353 | | | $ | — | | | $ | 9,353 | |
|
| | | | | | | | | | | | | | | | |
| | Fair Value Measurements at December 31, 2017 Using |
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total |
Assets: | | |
| | |
| | |
| | |
|
Obligations of State and Political Subdivisions | | $ | — |
| | $ | 267,660 |
| | $ | 5,649 |
| | $ | 273,309 |
|
MBS/CMO - Residential | | — |
| | 467,332 |
| | — |
| | 467,332 |
|
Total Securities | | $ | — |
| | $ | 734,992 |
| | $ | 5,649 |
| | $ | 740,641 |
|
| | | | | | | | |
Loans Held-for-Sale | | $ | — |
| | $ | 6,719 |
| | $ | — |
| | $ | 6,719 |
|
| | | | | | | | |
Derivative Assets | | $ | — |
| | $ | 1,564 |
| | $ | — |
| | $ | 1,564 |
|
| | | | | | | | |
Derivative Liabilities | | $ | — |
| | $ | 1,633 |
| | $ | — |
| | $ | 1,633 |
|
There were no transfers between Level 1 and Level 2 for the periods endedAs of December 31, 20182021 and 2017.
At December 31, 2018,2020, the aggregate fair value, of thecontractual balance (including accrued interest), and gain or loss on Loans Held-for-Sale was $4,263. Aggregate contractual principal balance was $4,231 with a differencewere as follows:
| | | | | | | | | | | | | | |
| | 2021 | | 2020 |
Aggregate Fair Value | | $ | 10,585 | | | $ | 16,904 | |
Contractual Balance | | 10,296 | | | 16,378 | |
Gain (Loss) | | 289 | | | 526 | |
The total amount of $32. Atgains and losses from changes in fair value included in earnings for the years ended December 31, 2017, the aggregate fair value of the Loans Held-for-Sale was $6,719. Aggregate contractual principal balance was $6,576 with a difference of $143.2021, 2020 and 2019 for loans held for sale were $(237), $191, and $303, respectively.
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 15 – Fair Value (continued)
The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 20182021 and 2017:2020:
|
| | | | | | | | |
| | Obligations of State and Political Subdivisions |
| | 2018 | | 2017 |
Balance of Recurring Level 3 Assets at January 1 | | $ | 5,649 |
| | $ | 7,024 |
|
Total Gains or Losses Included in Other Comprehensive Income | | (69 | ) | | (60 | ) |
Maturities / Calls | | (920 | ) | | (1,315 | ) |
Acquired through Bank Acquisition | | 331 |
| | — |
|
Balance of Recurring Level 3 Assets at December 31 | | $ | 4,991 |
| | $ | 5,649 |
|
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 15 – Fair Value (continued)
| | | | | | | | | | | | | | |
| | Obligations of State and Political Subdivisions |
| | 2021 | | 2020 |
Balance of Recurring Level 3 Assets at January 1 | | $ | 497 | | | $ | 4,021 | |
Total Gains (Losses) Included in Other Comprehensive Income | | (2) | | | (26) | |
Maturities / Calls | | (495) | | | (3,498) | |
Purchases | | — | | | — | |
Balance of Recurring Level 3 Assets at December 31 | | $ | — | | | $ | 497 | |
Of the total gain/loss included in earnings for the years ended December 31, 20182021 and 2017,2020, ($69)2) and ($60)26) was attributable to other changes in fair value, respectively.
Assets and Liabilities Measured on a Non-Recurring Basis
Assets and liabilities measured at fair value on a non-recurring basis are summarized below: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurements at December 31, 2021 Using |
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total |
Assets: | | | | | | | | |
Individually Analyzed Loans | | | | | | | | |
Commercial and Industrial Loans | | $ | — | | | $ | — | | | $ | 4,423 | | | $ | 4,423 | |
Commercial Real Estate Loans | | — | | | — | | | 1,672 | | | 1,672 | |
Agricultural Loans | | — | | | — | | | 79 | | | 79 | |
Home Equity Loans | | — | | | — | | | 345 | | | 345 | |
Residential Mortgage Loans | | — | | | — | | | — | | | — | |
|
| | | | | | | | | | | | | | | | |
| | Fair Value Measurements at December 31, 2018 Using |
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total |
Assets: | | |
| | |
| | |
| | |
|
Impaired Loans | | |
| | |
| | |
| | |
|
Commercial and Industrial Loans | | $ | — |
| | $ | — |
| | $ | 2,210 |
| | $ | 2,210 |
|
Commercial Real Estate Loans | | — |
| | — |
| | 2,528 |
| | 2,528 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurements at December 31, 2020 Using |
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total |
Assets: | | | | | | | | |
Individually Analyzed Loans | | | | | | | | |
Commercial and Industrial Loans | | $ | — | | | $ | — | | | $ | 4,985 | | | $ | 4,985 | |
Commercial Real Estate Loans | | — | | | — | | | 8,893 | | | 8,893 | |
Agricultural Loans | | — | | | — | | | 551 | | | 551 | |
Home Equity Loans | | — | | | — | | | 369 | | | 369 | |
Residential Mortgage Loans | | — | | | — | | | 75 | | | 75 | |
|
| | | | | | | | | | | | | | | | |
| | Fair Value Measurements at December 31, 2017 Using |
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Total |
Assets: | | |
| | |
| | |
| | |
|
Impaired Loans | | |
| | |
| | |
| | |
|
Commercial and Industrial Loans | | $ | — |
| | $ | — |
| | $ | 3,354 |
| | $ | 3,354 |
|
Commercial Real Estate Loans | | — |
| | — |
| | 3,438 |
| | 3,438 |
|
Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $6,561 with a valuation allowance of $1,823, resulting in a decrease to the provision for loan losses of $411 for the year ended December 31, 2018. Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $9,020 with a valuation allowance of $2,228, resulting in an increase to the provision for loan losses of $1,973 for the year ended December 31, 2017.
There was no Other Real Estate carried at fair value less costs to sell at December 31, 20182021 and 2017.2020. No charge to earnings was included in the years ended December 31, 20182021 and 2017.2020.
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 15 – Fair Value (continued)
The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 20182021 and 2017:2020:
|
| | | | | | | | | | |
December 31, 2018 | | Fair Value | | Valuation Technique(s) | | Unobservable Input(s) | | Range (Weighted Average) |
Impaired Loans - Commercial and Industrial Loans | | $ | 2,210 |
| | Sales comparison approach | | Adjustment for physical condition of comparable properties sold | | 0% - 100% (99%) |
Impaired Loans - Commercial Real Estate Loans | | $ | 2,528 |
| | Sales comparison approach | | Adjustment for physical condition of comparable properties sold | | 22% - 76% (55%) |
|
| | | | | | | | | | |
December 31, 2017 | | Fair Value | | Valuation Technique(s) | | Unobservable Input(s) | | Range (Weighted Average) |
Impaired Loans - Commercial and Industrial Loans | | $ | 3,354 |
| | Sales comparison approach | | Adjustment for physical condition of comparable properties sold | | 0% - 95% (84%) |
Impaired Loans - Commercial Real Estate Loans | | $ | 3,438 |
| | Sales comparison approach | | Adjustment for physical condition of comparable properties sold | | 30% - 76% (47%) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Notes to the Consolidated Financial StatementsDecember 31, 2021 | | Fair Value | | Valuation Technique(s) | | Unobservable Input(s) | | Range (Weighted Average) |
Dollars in thousands, except per share dataIndividually Analyzed Loans - Commercial and Industrial Loans | | $ | 4,423 | | | Sales comparison approach | | Adjustment for physical condition of comparable properties sold | | 30% - 100% (69%) |
Individually Analyzed Loans - Commercial Real Estate Loans | | $ | 1,672 | | | Sales comparison approach | | Adjustment for physical condition of comparable properties sold | | 30% - 100% (46%) |
Individually Analyzed Loans - Agricultural Loans | | $ | 79 | | | Sales comparison approach | | Adjustment for physical condition of comparable properties sold | | 30% - 96% (90%) |
Individually Analyzed Loans - Consumer Loans | | $ | — | | | Sales comparison approach | | Adjustment for physical condition of comparable properties sold | | 100% (100%) |
Individually Analyzed Loans - Home Equity Loans | | $ | 345 | | | Sales comparison approach | | Adjustment for physical condition of comparable properties sold | | 20% - 23% (22%) |
Individually Analyzed Loans - Residential Mortgage Loans | | $ | — | | | Sales comparison approach | | Adjustment for physical condition of comparable properties sold | | —% -—% (—%) |
NOTE 15 – Fair Value (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2020 | | Fair Value | | Valuation Technique(s) | | Unobservable Input(s) | | Range (Weighted Average) |
Individually Analyzed Loans - Commercial and Industrial Loans | | $ | 4,985 | | | Sales comparison approach | | Adjustment for physical condition of comparable properties sold | | 26% - 100% (61%) |
Individually Analyzed Loans - Commercial Real Estate Loans | | $ | 8,893 | | | Sales comparison approach | | Adjustment for physical condition of comparable properties sold | | 30% - 100% (56%) |
Individually Analyzed Loans - Agricultural Loans | | $ | 551 | | | Sales comparison approach | | Adjustment for physical condition of comparable properties sold | | 30% - 96% (65%) |
Individually Analyzed Loans - Consumer Loans | | $ | — | | | Sales comparison approach | | Adjustment for physical condition of comparable properties sold | | 100% (100%) |
Individually Analyzed Loans - Home Equity Loans | | $ | 369 | | | Sales comparison approach | | Adjustment for physical condition of comparable properties sold | | 9% - 9% (9%) |
Individually Analyzed Loans - Residential Mortgage Loans | | $ | 75 | | | Sales comparison approach | | Adjustment for physical condition of comparable properties sold | | 43% - 97% (67%) |
The carrying amounts and estimated fair values of the Company’s financial instruments not previously presented are provided in the tables below for the periods ending December 31, 20182021 and 2017.2020. Not all of the Company’s assets and liabilities are considered financial instruments, and therefore are not included in the tables. Because no active market exists for a significant portion of the Company’s financial instruments, fair value estimates were based on subjective judgments, and therefore cannot be determined with precision. In accordance with the adoption of ASU 2016-01, the table below for December 31, 2018, presents the fair values measured using an exit price notion. The fair value of loans as of December 31, 2017 was measured using an entrance price notion.
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 15 – Fair Value (continued)
| | | | | | Fair Value Measurements at December 31, 2018 Using | | Fair Value Measurements at December 31, 2021 Using |
| | Carrying Value | | Level 1 | | Level 2 | | Level 3 | | Total | | | Carrying Value | | Level 1 | | Level 2 | | Level 3 | | Total |
Financial Assets: | | |
| | |
| | |
| | |
| | |
| Financial Assets: | | | | | | | | | | |
Cash and Short-term Investments | | $ | 96,550 |
| | $ | 64,549 |
| | $ | 32,001 |
| | $ | — |
| | $ | 96,550 |
| Cash and Short-term Investments | | $ | 396,890 | | | $ | 47,173 | | | $ | 349,717 | | | $ | — | | | $ | 396,890 | |
Interest Bearing Time Deposits with Banks | | 250 |
| | — |
| | 250 |
| | — |
| | 250 |
| Interest Bearing Time Deposits with Banks | | 745 | | | — | | | 745 | | | — | | | 745 | |
Loans, Net | | 2,707,498 |
| | — |
| | — |
| | 2,689,393 |
| | 2,689,393 |
| Loans, Net | | 2,960,728 | | | — | | | — | | | 2,980,555 | | | 2,980,555 | |
Accrued Interest Receivable | | 16,634 |
| | — |
| | 4,143 |
| | 12,491 |
| | 16,634 |
| Accrued Interest Receivable | | 20,229 | | | — | | | 9,213 | | | 11,016 | | | 20,229 | |
Financial Liabilities: | | |
| | |
| | |
| | |
| | |
| Financial Liabilities: | | |
Demand, Savings, and Money Market Deposits | | (2,484,149 | ) | | (2,484,149 | ) | | — |
| | — |
| | (2,484,149 | ) | Demand, Savings, and Money Market Deposits | | (4,397,217) | | | (4,397,217) | | | — | | | — | | | (4,397,217) | |
Time Deposits | | (588,483 | ) | | — |
| | (586,338 | ) | | — |
| | (586,338 | ) | Time Deposits | | (347,099) | | | — | | | (347,876) | | | — | | | (347,876) | |
Short-term Borrowings | | (249,774 | ) | | (204,500 | ) | | (45,274 | ) | | — |
| | (249,774 | ) | Short-term Borrowings | | (68,328) | | | — | | | (68,328) | | | — | | | (68,328) | |
Long-term Debt | | (126,635 | ) | | — |
| | (117,513 | ) | | (11,315 | ) | | (128,828 | ) | Long-term Debt | | (83,855) | | | — | | | (28,320) | | | (58,303) | | | (86,623) | |
Accrued Interest Payable | | (1,740 | ) | | — |
| | (1,718 | ) | | (22 | ) | | (1,740 | ) | Accrued Interest Payable | | (613) | | | — | | | (579) | | | (34) | | | (613) | |
| | | | | | Fair Value Measurements at December 31, 2017 Using | | Fair Value Measurements at December 31, 2020 Using |
| | Carrying Value | | Level 1 | | Level 2 | | Level 3 | | Total | | | Carrying Value | | Level 1 | | Level 2 | | Level 3 | | Total |
Financial Assets: | | |
| | |
| | |
| | |
| | |
| Financial Assets: | | | | | | | | | | |
Cash and Short-term Investments | | $ | 70,359 |
| | $ | 58,233 |
| | $ | 12,126 |
| | $ | — |
| | $ | 70,359 |
| Cash and Short-term Investments | | $ | 345,748 | | | $ | 57,972 | | | $ | 287,776 | | | $ | — | | | $ | 345,748 | |
Interest Bearing Time Deposits with Banks | | — |
| | — |
| | — |
| | — |
| | — |
| Interest Bearing Time Deposits with Banks | | 1,241 | | | — | | | 1,241 | | | — | | | 1,241 | |
Loans, Net | | 2,119,152 |
| | — |
| | — |
| | 2,120,154 |
| | 2,120,154 |
| Loans, Net | | 3,026,340 | | | — | | | — | | | 3,032,690 | | | 3,032,690 | |
Accrued Interest Receivable | | 13,258 |
| | — |
| | 3,574 |
| | 9,684 |
| | 13,258 |
| Accrued Interest Receivable | | 20,278 | | | — | | | 6,137 | | | 14,141 | | | 20,278 | |
Financial Liabilities: | | |
| | |
| | |
| | |
| | |
| Financial Liabilities: | |
Demand, Savings, and Money Market Deposits | | (2,096,167 | ) | | (2,096,167 | ) | | — |
| | — |
| | (2,096,167 | ) | Demand, Savings, and Money Market Deposits | | (3,612,078) | | | (3,612,078) | | | — | | | — | | | (3,612,078) | |
Time Deposits | | (387,885 | ) | | — |
| | (388,640 | ) | | — |
| | (388,640 | ) | Time Deposits | | (494,452) | | | — | | | (495,171) | | | — | | | (495,171) | |
Short-term Borrowings | | (133,499 | ) | | (92,000 | ) | | (41,499 | ) | | — |
| | (133,499 | ) | Short-term Borrowings | | (52,905) | | | — | | | (52,905) | | | — | | | (52,905) | |
Long-term Debt | | (141,717 | ) | | — |
| | (129,366 | ) | | (11,052 | ) | | (140,418 | ) | Long-term Debt | | (141,624) | | | — | | | (88,342) | | | (54,960) | | | (143,302) | |
Accrued Interest Payable | | (1,058 | ) | | — |
| | (1,042 | ) | | (16 | ) | | (1,058 | ) | Accrued Interest Payable | | (1,084) | | | — | | | (1,049) | | | (35) | | | (1,084) | |
NOTE 16 - Segment Information
The Company’s operations include three3 primary segments: core banking, trust and investment advisorywealth management services, and insurance operations. The core banking segment involves attracting deposits from the general public and using such funds to originate consumer, commercial and agricultural, commercial and agricultural real estate, and residential mortgage loans, primarily in the Company’s local markets. The core banking segment also involves the sale of residential mortgage loans in the secondary market. The trust and investment advisory serviceswealth management segment involves providing trust, investment advisory, brokerage and brokerageretirement planning services to customers. The insurance segment offers a full range of personal and corporate property and casualty insurance products, primarily in the Company’s banking subsidiary’s local markets.
The core banking segment is comprised by the Company’s banking subsidiary, German American Bancorp,Bank, which operated through 6563 banking offices at December 31, 2018.2021. Net interest income from loans and investments funded by deposits and borrowings is the primary revenue for the core-banking segment. The trust and investment advisory serviceswealth management segment’s revenues are comprised primarily of fees generated by the trust operations of the Company's banking subsidiary and by German American Investment Services, Inc. These fees are derived by providing trust, investment advisory, brokerage and brokerageretirement planning services to its customers. The insurance segment primarily consists of German American Insurance, Inc., which provides a full line of personal and corporate insurance products. Commissions derived from the sale of insurance products are the primary source of revenue for the insurance segment.
The following segment financial information has been derived from the internal financial statements of the Company which are used by management to monitor and manage financial performance. The accounting policies of the three3 segments are the same
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 16 – Segment Information (continued)
as those of the Company. The evaluation process for segments does not include holding company income and expense. Holding company amounts are the primary differences between segment amounts and consolidated totals, and are reflected in the column labeled “Other” below, along with amounts to eliminate transactions between segments.
|
| | | | | | | | | | | | | | | | | | | | |
| | Core Banking | | Trust and Investment Advisory Services | | Insurance | | Other | | Consolidated Totals |
Year Ended December 31, 2018 | | |
| | |
| | |
| | |
| | |
|
Net Interest Income | | $ | 115,710 |
| | $ | 5 |
| | $ | 13 |
| | $ | (1,118 | ) | | $ | 114,610 |
|
Net Gains on Sales of Loans | | 3,004 |
| | — |
| | — |
| | — |
| | 3,004 |
|
Net Gains on Securities | | 706 |
| | — |
| | — |
| | — |
| | 706 |
|
Trust and Investment Product Fees | | 4 |
| | 6,676 |
| | — |
| | — |
| | 6,680 |
|
Insurance Revenues | | 17 |
| | 40 |
| | 8,273 |
| | — |
| | 8,330 |
|
Noncash Items: | | | | | | | | | |
|
|
Provision for Loan Losses | | 2,070 |
| | — |
| | — |
| | — |
| | 2,070 |
|
Depreciation and Amortization | | 5,847 |
| | 5 |
| | 76 |
| | 256 |
| | 6,184 |
|
Income Tax Expense (Benefit) | | 9,671 |
| | 437 |
| | 440 |
| | (1,020 | ) | | 9,528 |
|
Segment Profit (Loss) | | 46,075 |
| | 1,263 |
| | 1,312 |
| | (2,121 | ) | | 46,529 |
|
Segment Assets at December 31, 2018 | | 3,926,242 |
| | 2,658 |
| | 11,368 |
| | (11,178 | ) | | 3,929,090 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Core Banking | | Trust and Investment Advisory Services | | Insurance | | Other | | Consolidated Totals |
Year Ended December 31, 2017 | | |
| | |
| | |
| | |
| | |
|
Net Interest Income | | $ | 100,659 |
| | $ | 6 |
| | $ | 9 |
| | $ | (765 | ) | | $ | 99,909 |
|
Net Gains on Sales of Loans | | 3,280 |
| | — |
| | — |
| | — |
| | 3,280 |
|
Net Gains on Securities | | 593 |
| | — |
| | — |
| | 3 |
| | 596 |
|
Trust and Investment Product Fees | | 3 |
| | 5,272 |
| | — |
| | (3 | ) | | 5,272 |
|
Insurance Revenues | | 28 |
| | 34 |
| | 7,917 |
| | — |
| | 7,979 |
|
Noncash Items: | | | | | | | | | |
|
|
Provision for Loan Losses | | 1,750 |
| | — |
| | — |
| | — |
| | 1,750 |
|
Depreciation and Amortization | | 4,351 |
| | 4 |
| | 76 |
| | 256 |
| | 4,687 |
|
Income Tax Expense (Benefit) | | 12,262 |
| | 145 |
| | 512 |
| | (1,385 | ) | | 11,534 |
|
Segment Profit (Loss) | | 39,520 |
| | 217 |
| | 918 |
| | 21 |
| | 40,676 |
|
Segment Assets at December 31, 2017 | | 3,142,096 |
| | 1,987 |
| | 10,078 |
| | (9,801 | ) | | 3,144,360 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | Core Banking | | Trust and Investment Advisory Services | | Insurance | | Other | | Consolidated Totals |
Year Ended December 31, 2016 | | |
| | |
| | |
| | |
| | |
|
Net Interest Income | | $ | 95,562 |
| | $ | 1 |
| | $ | 7 |
| | $ | (666 | ) | | $ | 94,904 |
|
Net Gains on Sales of Loans | | 3,359 |
| | — |
| | — |
| | — |
| | 3,359 |
|
Net Gains on Securities | | 1,979 |
| | — |
| | — |
| | — |
| | 1,979 |
|
Trust and Investment Product Fees | | (3 | ) | | 4,662 |
| | — |
| | (15 | ) | | 4,644 |
|
Insurance Revenues | | 23 |
| | 29 |
| | 7,689 |
| | — |
| | 7,741 |
|
Noncash Items: | | | | | | | | | |
|
|
Provision for Loan Losses | | 1,200 |
| | — |
| | — |
| | — |
| | 1,200 |
|
Depreciation and Amortization | | 4,002 |
| | 3 |
| | 72 |
| | 238 |
| | 4,315 |
|
Income Tax Expense (Benefit) | | 14,306 |
| | 168 |
| | 741 |
| | (1,269 | ) | | 13,946 |
|
Segment Profit (Loss) | | 35,070 |
| | 227 |
| | 1,147 |
| | (1,260 | ) | | 35,184 |
|
Segment Assets at December 31, 2016 | | 2,958,585 |
| | 1,851 |
| | 8,494 |
| | (12,936 | ) | | 2,955,994 |
|
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 16 – Segment Information (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Core Banking | | Wealth Management Services | | Insurance | | Other | | Consolidated Totals |
Year Ended December 31, 2021 | | | | | | | | | | |
Net Interest Income | | $ | 163,395 | | | $ | 42 | | | $ | 11 | | | $ | (2,618) | | | $ | 160,830 | |
Net Gains on Sales of Loans | | 8,267 | | | — | | | — | | | — | | | 8,267 | |
Net Gains on Securities | | 2,247 | | | — | | | — | | | — | | | 2,247 | |
Wealth Management and Investment Services Income | | 4 | | | 10,317 | | | — | | | — | | | 10,321 | |
Insurance Revenues | | 14 | | | 7 | | | 9,247 | | | — | | | 9,268 | |
Noncash Items: | | | | | | | | | | |
Provision for Credit Losses | | (6,500) | | | — | | | — | | | — | | | (6,500) | |
Depreciation and Amortization | | 8,346 | | | 46 | | | 57 | | | 321 | | | 8,770 | |
Income Tax Expense (Benefit) | | 18,774 | | | 826 | | | 652 | | | (1,604) | | | 18,648 | |
Segment Profit (Loss) | | 82,066 | | | 2,543 | | | 2,034 | | | (2,506) | | | 84,137 | |
Segment Assets at December 31, 2021 | | 5,595,721 | | | 6,115 | | | 12,245 | | | (5,542) | | | 5,608,539 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Core Banking | | Wealth Management Services | | Insurance | | Other | | Consolidated Totals |
Year Ended December 31, 2020 | | | | | | | | | | |
Net Interest Income | | $ | 157,936 | | | $ | 18 | | | $ | 11 | | | $ | (2,722) | | | $ | 155,243 | |
Net Gains on Sales of Loans | | 9,908 | | | — | | | — | | | — | | | 9,908 | |
Net Gains on Securities | | 4,081 | | | — | | | — | | | — | | | 4,081 | |
Wealth Management and Investment Services Income | | 3 | | | 8,002 | | | — | | | — | | | 8,005 | |
Insurance Revenues | | 12 | | | 15 | | | 8,895 | | | — | | | 8,922 | |
Noncash Items: | | | | | | | | | | |
Provision for Credit Losses | | 17,550 | | | — | | | — | | | — | | | 17,550 | |
Depreciation and Amortization | | 9,012 | | | 28 | | | 68 | | | 321 | | | 9,429 | |
Income Tax Expense (Benefit) | | 13,758 | | | 452 | | | 536 | | | (1,912) | | | 12,834 | |
Segment Profit (Loss) | | 60,812 | | | 1,355 | | | 1,655 | | | (1,612) | | | 62,210 | |
Segment Assets at December 31, 2020 | | 4,963,655 | | | 4,480 | | | 10,263 | | | (821) | | | 4,977,577 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Core Banking | | Wealth Management Services | | Insurance | | Other | | Consolidated Totals |
Year Ended December 31, 2019 | | | | | | | | | | |
Net Interest Income | | $ | 147,735 | | | $ | 15 | | | $ | 18 | | | $ | (2,543) | | | $ | 145,225 | |
Net Gains on Sales of Loans | | 4,633 | | | — | | | — | | | — | | | 4,633 | |
Net Gains on Securities | | 1,248 | | | — | | | — | | | — | | | 1,248 | |
Wealth Management and Investment Services Income | | 4 | | | 7,274 | | | — | | | — | | | 7,278 | |
Insurance Revenues | | 25 | | | 28 | | | 8,887 | | | — | | | 8,940 | |
Noncash Items: | | | | | | | | | | |
Provision for Loan Losses | | 5,325 | | | — | | | — | | | — | | | 5,325 | |
Depreciation and Amortization | | 8,265 | | | 6 | | | 71 | | | 288 | | | 8,630 | |
Income Tax Expense (Benefit) | | 12,724 | | | 469 | | | 511 | | | (1,687) | | | 12,017 | |
Segment Profit (Loss) | | 58,793 | | | 1,366 | | | 1,538 | | | (2,475) | | | 59,222 | |
Segment Assets at December 31, 2019 | | 4,381,945 | | | 3,670 | | | 9,080 | | | 2,977 | | | 4,397,672 | |
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 17 - Parent Company Financial Statements
The condensed financial statements of German American Bancorp, Inc. are presented below:
CONDENSED BALANCE SHEETS
| | | | | | | | | | | | | | |
| | December 31, |
| | 2021 | | 2020 |
ASSETS | | | | |
Cash | | $ | 86,391 | | | $ | 47,533 | |
Other Investments | | 353 | | | 353 | |
Investment in Subsidiary Bank | | 616,459 | | | 614,661 | |
Investment in Non-banking Subsidiaries | | 5,973 | | | 5,956 | |
Other Assets | | 20,678 | | | 17,247 | |
Total Assets | | $ | 729,854 | | | $ | 685,750 | |
| | | | |
LIABILITIES | | | | |
Borrowings | | $ | 55,804 | | | $ | 55,400 | |
Other Liabilities | | 5,591 | | | 5,641 | |
Total Liabilities | | 61,395 | | | 61,041 | |
| | | | |
SHAREHOLDERS’ EQUITY | | | | |
Common Stock | | 26,554 | | | 26,502 | |
Additional Paid-in Capital | | 276,057 | | | 274,385 | |
Retained Earnings | | 350,364 | | | 288,447 | |
Accumulated Other Comprehensive Income (Loss) | | 15,484 | | | 35,375 | |
Total Shareholders’ Equity | | 668,459 | | | 624,709 | |
Total Liabilities and Shareholders’ Equity | | $ | 729,854 | | | $ | 685,750 | |
|
| | | | | | | | |
| | December 31, |
| | 2018 | | 2017 |
ASSETS | | |
| | |
|
Cash | | $ | 17,868 |
| | $ | 24,777 |
|
Other Investments | | 353 |
| | 353 |
|
Investment in Subsidiary Bank | | 469,919 |
| | 342,054 |
|
Investment in Non-banking Subsidiaries | | 5,394 |
| | 5,050 |
|
Other Assets | | 7,324 |
| | 8,906 |
|
Total Assets | | $ | 500,858 |
| | $ | 381,140 |
|
| | | | |
LIABILITIES | | |
| | |
|
Borrowings | | $ | 36,487 |
| | $ | 11,231 |
|
Other Liabilities | | 5,731 |
| | 5,338 |
|
Total Liabilities | | 42,218 |
| | 16,569 |
|
| | | | |
SHAREHOLDERS’ EQUITY | | |
| | |
|
Common Stock | | 24,967 |
| | 22,934 |
|
Additional Paid-in Capital | | 229,347 |
| | 165,288 |
|
Retained Earnings | | 211,424 |
| | 178,969 |
|
Accumulated Other Comprehensive Loss | | (7,098 | ) | | (2,620 | ) |
Total Shareholders’ Equity | | 458,640 |
| | 364,571 |
|
Total Liabilities and Shareholders’ Equity | | $ | 500,858 |
| | $ | 381,140 |
|
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 17 – Parent Company Financial Statements (continued)
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
INCOME | | | | | | |
Dividends from Subsidiaries | | | | | | |
Bank | | $ | 65,000 | | | $ | 40,000 | | | $ | 45,000 | |
Non-bank | | 1,470 | | | 1,580 | | | 1,400 | |
Interest Income | | 109 | | | 118 | | | 102 | |
Other Income (Loss) | | 11 | | | 25 | | | (2) | |
Total Income | | 66,590 | | | 41,723 | | | 46,500 | |
| | | | | | |
EXPENSES | | | | | | |
Salaries and Employee Benefits | | 537 | | | 498 | | | 530 | |
Professional Fees | | 1,256 | | | 564 | | | 1,685 | |
Occupancy and Equipment Expense | | 10 | | | 7 | | | 7 | |
Interest Expense | | 2,763 | | | 2,907 | | | 2,781 | |
Other Expenses | | 1,200 | | | 1,286 | | | 975 | |
Total Expenses | | 5,766 | | | 5,262 | | | 5,978 | |
INCOME BEFORE INCOME TAXES AND EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARIES | | 60,824 | | | 36,461 | | | 40,522 | |
Income Tax Benefit | | 1,607 | | | 1,922 | | | 1,712 | |
INCOME BEFORE EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARIES | | 62,431 | | | 38,383 | | | 42,234 | |
Equity in Undistributed Income of Subsidiaries | | 21,706 | | | 23,827 | | | 16,988 | |
NET INCOME | | 84,137 | | | 62,210 | | | 59,222 | |
| | | | | | |
Other Comprehensive Income: | | | | | | |
Changes in Unrealized Gain (Loss) on Securities, Available-for-Sale | | (19,891) | | | 20,270 | | | 22,432 | |
Changes in Unrecognized Loss in Postretirement Benefit Obligation, Net | | — | | | — | | | (229) | |
TOTAL COMPREHENSIVE INCOME | | $ | 64,246 | | | $ | 82,480 | | | $ | 81,425 | |
|
| | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2018 | | 2017 | | 2016 |
INCOME | | |
| | |
| | |
|
Dividends from Subsidiaries | | |
| | |
| | |
|
Bank | | $ | 7,000 |
| | $ | 25,000 |
| | $ | 15,000 |
|
Non-bank | | 1,200 |
| | 975 |
| | 1,000 |
|
Interest Income | | 38 |
| | 34 |
| | 20 |
|
Other Income (Loss) | | (13 | ) | | 25 |
| | (27 | ) |
Total Income | | 8,225 |
| | 26,034 |
| | 15,993 |
|
| | | | | | |
EXPENSES | | |
| | |
| | |
|
Salaries and Employee Benefits | | 576 |
| | 533 |
| | 1,006 |
|
Professional Fees | | 2,079 |
| | 602 |
| | 1,096 |
|
Occupancy and Equipment Expense | | 7 |
| | 7 |
| | 13 |
|
Interest Expense | | 1,279 |
| | 877 |
| | 742 |
|
Other Expenses | | 813 |
| | 794 |
| | 750 |
|
Total Expenses | | 4,754 |
| | 2,813 |
| | 3,607 |
|
INCOME BEFORE INCOME TAXES AND EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARIES | | 3,471 |
| | 23,221 |
| | 12,386 |
|
Income Tax Benefit | | 1,042 |
| | 1,415 |
| | 1,284 |
|
INCOME BEFORE EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARIES | | 4,513 |
| | 24,636 |
| | 13,670 |
|
Equity in Undistributed Income of Subsidiaries | | 42,016 |
| | 16,040 |
| | 21,514 |
|
NET INCOME | | 46,529 |
| | 40,676 |
| | 35,184 |
|
| | | | | | |
Other Comprehensive Income: | | |
| | |
| | |
|
Changes in Unrealized Gain (Loss) on Securities, Available-for-Sale | | (4,424 | ) | | 4,391 |
| | (10,202 | ) |
Changes in Unrecognized Loss in Postretirement Benefit Obligation, Net | | (54 | ) | | (138 | ) | | (14 | ) |
TOTAL COMPREHENSIVE INCOME | | $ | 42,051 |
| | $ | 44,929 |
| | $ | 24,968 |
|
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 17 – Parent Company Financial Statements (continued)
CONDENSED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
Net Income | | $ | 84,137 | | | $ | 62,210 | | | $ | 59,222 | |
Adjustments to Reconcile Net Income to Net Cash from Operations | | | | | | |
Change in Other Assets | | (3,939) | | | (8,575) | | | 31 | |
Change in Other Liabilities | | 863 | | | (142) | | | (406) | |
Equity Based Compensation | | 1,723 | | | 1,051 | | | 1,287 | |
Excess Tax Benefit from Restricted Share Grant | | — | | | 3 | | | 25 | |
Equity in Excess Undistributed Income of Subsidiaries | | (21,706) | | | (23,827) | | | (16,988) | |
Net Cash from Operating Activities | | 61,078 | | | 30,720 | | | 43,171 | |
| | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | |
Cash Used for Business Acquisitions | | — | | | — | | | (14,958) | |
Net Cash from Investing Activities | | — | | | — | | | (14,958) | |
| | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | |
Proceeds from Issuance of Long-term Debt | | — | | | — | | | 39,213 | |
Repayment of Long-term Debt | | — | | | — | | | (25,000) | |
Issuance (Retirement) of Common Stock | | — | | | (5,789) | | | — | |
Dividends Paid | | (22,220) | | | (20,136) | | | (17,556) | |
Net Cash from Financing Activities | | (22,220) | | | (25,925) | | | (3,343) | |
| | | | | | |
Net Change in Cash and Cash Equivalents | | 38,858 | | | 4,795 | | | 24,870 | |
Cash and Cash Equivalents at Beginning of Year | | 47,533 | | | 42,738 | | | 17,868 | |
Cash and Cash Equivalents at End of Year | | $ | 86,391 | | | $ | 47,533 | | | $ | 42,738 | |
|
| | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2018 | | 2017 | | 2016 |
CASH FLOWS FROM OPERATING ACTIVITIES | | |
| | |
| | |
|
Net Income | | $ | 46,529 |
| | $ | 40,676 |
| | $ | 35,184 |
|
Adjustments to Reconcile Net Income to Net Cash from Operations | | |
| | |
| | |
|
Change in Other Assets | | 1,588 |
| | 431 |
| | 2,085 |
|
Change in Other Liabilities | | (163 | ) | | (122 | ) | | 310 |
|
Equity Based Compensation | | 1,355 |
| | 1,246 |
| | 1,407 |
|
Excess Tax Benefit from Restricted Share Grant | | 32 |
| | 240 |
| | 200 |
|
Equity in Excess Undistributed Income of Subsidiaries | | (42,016 | ) | | (16,040 | ) | | (21,514 | ) |
Net Cash from Operating Activities | | 7,325 |
| | 26,431 |
| | 17,672 |
|
| | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | |
| | |
| | |
|
Cash Used for Business Acquisitions | | (25,160 | ) | | — |
| | (15,992 | ) |
Net Cash from Investing Activities | | (25,160 | ) | | — |
| | (15,992 | ) |
| | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | |
| | |
| | |
|
Proceeds from Issuance of Long-term Debt | | 25,000 |
| | — |
| | — |
|
Issuance (Retirement) of Common Stock | | — |
| | (29 | ) | | 55 |
|
Dividends Paid | | (14,074 | ) | | (11,842 | ) | | (10,630 | ) |
Net Cash from Financing Activities | | 10,926 |
| | (11,871 | ) | | (10,575 | ) |
| | | | | | |
Net Change in Cash and Cash Equivalents | | (6,909 | ) | | 14,560 |
| | (8,895 | ) |
Cash and Cash Equivalents at Beginning of Year | | 24,777 |
| | 10,217 |
| | 19,112 |
|
Cash and Cash Equivalents at End of Year | | $ | 17,868 |
| | $ | 24,777 |
| | $ | 10,217 |
|
NOTE 18 - Business Combinations, Goodwill and Intangible Assets
Business CombinationCombinations
Citizens First Acquisition
Effective October 15, 2018,July 1, 2019, the Company acquired Citizens First Security, Inc. ("First Security"Corporation (“Citizens First”) and its subsidiary, Citizens First Security Bank, Inc., pursuant to an Agreement and Plan of Reorganization dated MayFebruary 22, 2018.2019. The acquisition was accomplished by the merger of Citizens First Security with and into the Company, immediately followed by the merger of Citizens First Security Bank with and into the Company'sCompany’s subsidiary bank, subsidiary, German American Bank. Citizens First Security Bank operated 118 banking offices in Owensboro, Bowling Green, FranklinBarren, Hart, Simpson and Lexington, Kentucky andWarren Counties in Evansville and Newburgh, Indiana. First Security'sKentucky. Citizens First’s consolidated assets and equity (unaudited) as of October 14, 2018July 1, 2019 totaled $563.0$456.0 million and $58.3$49.8 million, respectively. The Company accounted for the transaction under the acquisition method of accounting which means that the acquired assets and liabilities were recorded at fair value at the date of acquisition. The fair value estimates included in these financial statements are based on preliminary valuations; certain loan and premises and equipment measurements have not been finalized and are subject to change. The Company does not expect material variances from these estimates and expects that final valuation estimates will be completed prior to September 30, 2019.
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 18 – Business Combinations, Goodwill and Intangible Assets (continued)
In accordance with ASC 805, the Company has expensed approximately $3.8$3.3 million of direct acquisition costs and recorded $42.8$17.7 million of goodwill and $6.1$4.5 million of intangible assets. The intangible assets are related to core deposits and are being amortized over 8 years. For tax purposes, goodwill totaling $42.8$17.7 million is non-deductible but will be evaluated annually for impairment. The following table summarizes the fair value of the total consideration transferred as a part of the Citizens First Security acquisition as well as the fair value of identifiable assets acquired and liabilities assumed as of the effective date of the transaction.
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 18 – Business Combinations, Goodwill and Intangible Assets (continued)
|
| | | | |
Consideration | | |
|
Cash for Options and Fractional Shares | | $ | 132 |
|
Cash Consideration | | 31,039 |
|
Equity Instruments | | 64,898 |
|
| | |
|
Fair Value of Total Consideration Transferred | | $ | 96,069 |
|
| | |
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed: | | |
Cash | | $ | 13,605 |
|
Interest-bearing Time Deposits with Banks | | 250 |
|
Securities | | 109,580 |
|
Loans | | 390,106 |
|
Stock in FHLB of Indianapolis and Other Restricted Stock, at Cost | | 2,607 |
|
Premises, Furniture & Equipment | | 11,149 |
|
Other Real Estate | | 468 |
|
Intangible Assets | | 6,139 |
|
Company Owned Life Insurance | | 13,135 |
|
Accrued Interest Receivable and Other Assets | | 6,126 |
|
Deposits - Non-interest Bearing | | (66,112 | ) |
Deposits - Interest Bearing | | (358,285 | ) |
FHLB Advances and Other Borrowings | | (73,275 | ) |
Accrued Interest Payable and Other Liabilities | | (2,200 | ) |
| | |
Total Identifiable Net Assets | | $ | 53,293 |
|
| | |
Goodwill | | $ | 42,776 |
|
| | | | | | | | |
Consideration | | |
Cash for Options and Fractional Shares | | $ | 216 | |
Cash Consideration | | 15,294 | |
Equity Instruments | | 50,118 | |
| | |
Fair Value of Total Consideration Transferred | | $ | 65,628 | |
| | |
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed: | | |
Cash | | $ | 21,055 | |
Interest-bearing Time Deposits with Banks | | 2,231 | |
Securities | | 43,839 | |
Loans | | 356,970 | |
Stock in FHLB of Indianapolis and Other Restricted Stock, at Cost | | 2,065 | |
Premises, Furniture & Equipment | | 10,772 | |
Other Real Estate | | — | |
Intangible Assets | | 4,547 | |
Company Owned Life Insurance | | 8,796 | |
Accrued Interest Receivable and Other Assets | | 3,863 | |
Deposits - Non-interest Bearing | | (52,521) | |
Deposits - Interest Bearing | | (318,966) | |
FHLB Advances and Other Borrowings | | (31,068) | |
Accrued Interest Payable and Other Liabilities | | (3,694) | |
| | |
Total Identifiable Net Assets | | $ | 47,889 | |
| | |
Goodwill | | $ | 17,739 | |
Under the terms of the merger agreement, the Company issued approximately 1,988,000 shares of its common stock to the former shareholders ofeach Citizens First Security. Each First Security common shareholder of record at the effective time of the merger (other than those holding shares in the Citizens First Security, Inc. 401k and Employee Stock OwnershipBank 401(k) Profit Sharing Plan (the "First Security KSOP"“CFB 401(k) Plan”)) became entitled to receive 0.7982 sharesa cash payment of $5.80 and a 0.6629 share of common stock of the Company for each of their former shares of Citizens First Security common stock.
In addition, as record holder of shares of Citizens First common stock held in the CFB 401(k) Plan, the plan administrator was entitled to receive a cash payment of $25.77 for each share held by the CFB 401(k) Plan, which amount is equal to (i) the exchange ratio multiplied by the closing trading price of the Company’s common stock on June 28, 2019, plus (ii) $5.80. As a result, in connection with the closing of the merger on July 1, 2019, the Company paidissued approximately 1,664,000 shares of its common stock to First Security'sthe former shareholders of record at the close of business on October 14, 2018,Citizens First and paid cash consideration in the aggregate amount of $12.00 per First Security share, other than First Security KSOP shares (an aggregate of $29,886 to shareholders), and cash consideration of $40.00 per First Security KSOP share (an aggregate of $1,153), and the Company paid approximately $124 to persons who held options to purchase First Security common stock (all of which rights were canceled at the effective time of the merger and were not assumed by the Company).$15.5 million.
This acquisition wasis consistent with the Company’s strategy to build a regional presence in Southern Indianacentral and western Kentucky. The acquisition offers the Company the opportunity to increase profitability by introducing existing products and services to the acquired customer base as well as add new customers in the expanded region.
The fair value of net assets acquired includes fair value adjustments to certain receivables that were not considered impaired as of the acquisition date. The fair value adjustments were determined using discounted cash flows. However, the Company believes that all contractual cash flows related to these financial instruments will be collected. As such, these receivables were not considered impaired at the acquisition date and were not subject to the guidance relating to purchased credit impaired loans, which are loans that have shown evidence of credit deterioration since origination. Receivables acquired that were not subject to these requirements include non-impaired loans and customer receivables with a fair value of $382.4$349.9 million and unpaid principal of $385.4$353.3 million on the date of acquisition.
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 18 – Business Combinations, Goodwill and Intangible Assets (continued)
Branch Acquisition
On May 18, 2018, German American Bank completed the acquisition of five branch locations of First Financial Bancorp (formerly branch locations of Mainsource Financial Group, Inc. prior to its merger with First Financial Bancorp on April 1, 2018) and certain related assets, and the assumption by German American Bank of certain related liabilities. Four of the branches are located in Columbus, Indiana, and one in Greensburg, Indiana. At the time of closing, German American Bank acquired approximately $175.7 million in deposits and approximately $116.3 million in loans associated with the five bank branches. The premium paid on deposits by German American Bank was approximately $7.4 million. The premium was subject to adjustment to reflect increases or decreases in the deposit balances during the six month period following the closing date. In January 2019, an adjustment of approximately $0.1 million in additional premium was paid by German American Bank as a result of the change in deposits during the six month measurement period. German American Bank also had the ability, under certain circumstances, to put loans back to First Financial Bancorp’s bank subsidiary during such six month period. During the fourth quarter of 2018, approximately $1.3 million of loans were put back by German American Bank. The Company accounted for the transaction under the acquisition method of accounting, which means that the acquired assets and liabilities were recorded at fair value at the date of acquisition. The fair value estimates included in these financial statements are based on preliminary valuations; deposit measurements have not been finalized and are subject to change. The Company does not expect material variances from these estimates and expects that final valuation estimates will be completed prior to March 31, 2019.
This branch acquisition was consistent with the Company's strategy to continue building its regional presence in Southern Indiana. The acquisition offers the Company the opportunity to increase profitability by introducing existing products and services to the acquired customer base as well as add new customers in the expanded region.
In accordance with ASC 805, the Company has expensed approximately $691 of direct acquisition costs and recorded $6.8 million of goodwill and $3.5 million of intangible assets. The intangible assets are related to core deposits and are being amortized over 8 years. For tax purposes, goodwill totaling $6.8 million is tax deductible and will be amortized over 15 years. The following table summarizes the fair value of the total cash received as part of the branch acquisition as well as the fair value of identifiable assets acquired and liabilities assumed as of the effective date of the transaction.
|
| | | | |
Total Cash Received from First Financial | | $ | 41,944 |
|
| | |
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed: | | |
Cash | | $ | 756 |
|
Loans | | 116,305 |
|
Premises, Furniture & Equipment | | 5,666 |
|
Intangible Assets | | 3,475 |
|
Accrued Interest Receivable and Other Assets | | 780 |
|
Deposits - Non-interest Bearing | | (39,607 | ) |
Deposits - Interest Bearing | | (136,096 | ) |
Accrued Interest Payable and Other Liabilities | | (70 | ) |
| | |
Total Identifiable Net Assets | | $ | (48,791 | ) |
| | |
Goodwill | | $ | 6,847 |
|
Business Combination
Effective March 1, 2016, the Company acquired River Valley Bancorp ("River Valley") and its subsidiaries, including River Valley Financial Bank, pursuant to an Agreement and Plan of Reorganization dated October 26, 2015. The acquisition was accomplished by the merger of River Valley with and into the Company, immediately followed by the merger of River Valley Financial Bank with and into the Company's bank subsidiary, German American Bancorp. River Valley Financial Bank operated 14 banking offices in Southeast Indiana and 1 banking office in Northern Kentucky. River Valley's consolidated assets and equity (unaudited) as of February 29, 2016 totaled $516.3 million and $56.6 million, respectively. The Company accounted for the transaction under the acquisition method of accounting which means that the acquired assets and liabilities were recorded at fair value at the date of acquisition.
In accordance with ASC 805, the Company has expensed approximately $4.3 million of direct acquisition costs and recorded $33.5 million of goodwill and $2.6 million of intangible assets. The intangible assets are related to core deposits and are being amortized
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 18 – Business Combinations, Goodwill and Intangible Assets (continued)
over 8 years. For tax purposes, goodwill totaling $33.5 million is non-deductible but will be evaluated annually for impairment. The following table summarizes the fair value of the total consideration transferred as a part of the River Valley acquisition as well as the fair value of identifiable assets acquired and liabilities assumed as of the effective date of the transaction.
|
| | | | |
Consideration | | |
|
Cash for Options and Fractional Shares | | $ | 395 |
|
Cash Consideration | | 24,975 |
|
Equity Instruments | | 62,022 |
|
| | |
|
Fair Value of Total Consideration Transferred | | $ | 87,392 |
|
| | |
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed: | | |
Cash | | $ | 17,877 |
|
Federal Funds Sold and Other Short-term Investments | | 6,477 |
|
Interest-bearing Time Deposits with Banks | | 992 |
|
Securities | | 132,396 |
|
Loans | | 317,760 |
|
Stock in FHLB of Indianapolis and Other Restricted Stock, at Cost | | 3,127 |
|
Premises, Furniture & Equipment | | 9,650 |
|
Other Real Estate | | 882 |
|
Intangible Assets | | 2,613 |
|
Company Owned Life Insurance | | 12,842 |
|
Accrued Interest Receivable and Other Assets | | 9,139 |
|
Deposits - Non-interest Bearing | | (9,584 | ) |
Deposits - Interest Bearing | | (395,862 | ) |
FHLB Advances and Other Borrowings | | (49,910 | ) |
Accrued Interest Payable and Other Liabilities | | (4,529 | ) |
| | |
Total Identifiable Net Assets | | $ | 53,870 |
|
| | |
Goodwill | | $ | 33,522 |
|
Under the terms of the merger agreement, the Company issued approximately 1,942,000 shares of its common stock to the former shareholders of River Valley. Each River Valley common shareholder of record at the effective time of the merger became entitled to receive 0.770 shares of common stock of the Company for each of their former shares of River Valley common stock.
In connection with the closing of the merger, the Company paid to River Valley's shareholders of record at the close of business on February 29, 2016, cash consideration of $9.90 per River Valley share (an aggregate of $24,975 to shareholders) and the Company paid approximately $395 to persons who held options to purchase River Valley common stock (all of which rights were canceled at the effective time of the merger and were not assumed by the Company).
This acquisition was consistent with the Company’s strategy to build a regional presence in Southern Indiana. The acquisition offers the Company the opportunity to increase profitability by introducing existing products and services to the acquired customer base as well as add new customers in the expanded region.
The fair value of net assets acquired includes fair value adjustments to certain receivables that were not considered impaired as of the acquisition date. The fair value adjustments were determined using discounted cash flows. However, the Company believes that all contractual cash flows related to these financial instruments will be collected. As such, these receivables were not considered impaired at the acquisition date and were not subject to the guidance relating to purchased credit impaired loans, which are loans that have shown evidence of credit deterioration since origination. Receivables acquired that were not subject to these requirements include non-impaired loans and customer receivables with a fair value of $309.0 million and unpaid principal of $316.4 million on the date of acquisition.
|
|
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 18 – Business Combinations, Goodwill and Intangible Assets (continued)
Business Combination
On January 1, 2017, the Company acquired certain assets of an existing insurance agency office located in Madison, Indiana. The assets became a part of German American Insurance, Inc., the Company's property and casualty insurance entity.
The purchase price of this transaction was $209 in cash and resulted in $209 in customer list intangible. The customer relationship intangible is being amortized over seven years utilizing the straight-line method and deducted for tax purposes over 15 years using the straight-line method.
Goodwill
The changes in the carrying amount of goodwill for the periods ended December 31, 2018, 2017,2021, 2020, and 2016,2019, were classified as follows:
| | | | 2018 | | 2017 | | 2016 | | | 2021 | | 2020 | | 2019 |
| | | | | | | | | | | | |
Beginning of Year | | $ | 54,058 |
| | $ | 54,058 |
| | $ | 20,536 |
| Beginning of Year | | $ | 121,956 | | | $ | 121,306 | | | $ | 103,681 | |
Acquired Goodwill | | 49,623 |
| | — |
| | 33,522 |
| Acquired Goodwill | | — | | | 650 | | | 17,625 | |
Impairment | | — |
| | — |
| | — |
| |
Adjustments | | Adjustments | | (195) | | | — | | | — | |
End of Year | | $ | 103,681 |
| | $ | 54,058 |
| | $ | 54,058 |
| End of Year | | $ | 121,761 | | | $ | 121,956 | | | $ | 121,306 | |
Of the $103,681$121,761 carrying amount of goodwill, $102,349$120,429 is allocated to the core banking segment, and $1,332 is allocated to the insurance segment for the period ended December 31, 2018.2021. The decrease of $195 in 2021 is attributable to the sale of 2 branches located in Lexington, Kentucky. Of the $54,058$121,956 carrying amount of goodwill, $52,726$120,624 is allocated to the core banking segment, and $1,332 is allocated to the insurance segment for the periodsperiod ended December 31, 20172020. During 2020, the Company finalized valuation estimates for the Citizens First acquisition and 2016.recorded $650 of additional goodwill. Of the $121,306 carrying amount of goodwill, $119,974 is allocated to the core banking segment, and $1,332 is allocated to the insurance segment for the period ended December 31, 2019.
Impairment exists when a reporting unit’s carrying value of goodwill exceeds its fair value. At December 31, 2018,2021, the Company’s reporting units had positive equity, and the Company elected to perform a qualitative assessment to determine if it was more likely than not that the fair value of the reporting units exceeded its carrying value, including goodwill. The qualitative assessment indicated that it was more likely than not that the fair value of the reporting unit exceeded its carrying value.value, resulting in no impairment.
Acquired Intangible Assets
|
| | | | | | | | |
Acquired intangible assets were as follows as of year end: | | 2018 |
| | Gross Amount | | Accumulated Amortization |
Core Banking | | |
| | |
|
Core Deposit Intangible | | $ | 21,231 |
| | $ | (11,418 | ) |
Branch Acquisition Intangible | | 257 |
| | (257 | ) |
Insurance | | |
| | |
|
Customer List | | 5,408 |
| | (5,259 | ) |
Total | | $ | 26,896 |
| | $ | (16,934 | ) |
Acquired intangible assets were as follows as of year end: | | | | | | | | 2021 |
Acquired intangible assets were as follows as of year end: | | 2017 | |
| | Gross Amount | | Accumulated Amortization | | | Gross Amount | | Accumulated Amortization |
Core Banking | | |
| | |
| Core Banking | | | | |
Core Deposit Intangible | | $ | 11,617 |
| | $ | (9,694 | ) | Core Deposit Intangible | | $ | 25,675 | | | $ | (21,320) | |
Branch Acquisition Intangible | | 257 |
| | (257 | ) | Branch Acquisition Intangible | | 257 | | | (257) | |
Insurance | | |
| | |
| Insurance | |
Customer List | | 5,408 |
| | (5,229 | ) | Customer List | | 5,408 | | | (5,348) | |
Total | | $ | 17,282 |
| | $ | (15,180 | ) | Total | | $ | 31,340 | | | $ | (26,925) | |
| | | | | | | | | | | | | | |
| | 2020 |
| | Gross Amount | | Accumulated Amortization |
Core Banking | | | | |
Core Deposit Intangible | | $ | 25,780 | | | $ | (18,619) | |
Branch Acquisition Intangible | | 257 | | | (257) | |
Insurance | | | | |
Customer List | | 5,408 | | | (5,318) | |
Total | | $ | 31,445 | | | $ | (24,194) | |
Amortization Expense was $1,752, $942$2,731, $3,539 and $1,062,$3,721, for 2018, 20172021, 2020 and 2016.2019.
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 18 – Business Combinations, Goodwill and Intangible Assets (continued)
Estimated amortization expense for each of the next five years is as follows:
| | | | | | | | |
2022 | | $ | 1,947 | |
2023 | | 1,310 | |
2024 | | 736 | |
2025 | | 332 | |
2026 | | 89 | |
|
| | | | |
2019 | | $ | 3,125 |
|
2020 | | 2,472 |
|
2021 | | 1,846 |
|
2022 | | 1,259 |
|
2023 | | 774 |
|
NOTE 19 -– Other Comprehensive Income (Loss)
The tables below summarize the changes in accumulated other comprehensive income (loss) by component for the years ended December 31, 20182021 and 2017,2020, net of tax:
| | | | | | | | | | | | | | | | | | | | |
December 31, 2021 | | Unrealized Gains and Losses on Available-for-Sale Securities | | Postretirement Benefit Items | | Total |
| | | | | | |
Beginning Balance | | $ | 35,943 | | | $ | (568) | | | $ | 35,375 | |
Other Comprehensive Income (Loss) Before Reclassification | | (18,116) | | | — | | | (18,116) | |
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | | (1,775) | | | — | | | (1,775) | |
Net Current Period Other | | | | | | |
Comprehensive Income (Loss) | | (19,891) | | | — | | | (19,891) | |
Ending Balance | | $ | 16,052 | | | $ | (568) | | | $ | 15,484 | |
| | December 31, 2018 | | Unrealized Gains and Losses on Available-for-Sale Securities | | Postretirement Benefit Items | | Total | |
December 31, 2020 | | December 31, 2020 | | Unrealized Gains and Losses on Available-for-Sale Securities | | Postretirement Benefit Items | | Total |
| | | | | | | | | | | | |
Beginning Balance | | $ | (2,335 | ) | | $ | (285 | ) | | $ | (2,620 | ) | Beginning Balance | | $ | 15,673 | | | $ | (568) | | | $ | 15,105 | |
Other Comprehensive Income (Loss) Before Reclassification | | (3,866 | ) | | (77 | ) | | (3,943 | ) | Other Comprehensive Income (Loss) Before Reclassification | | 23,494 | | | — | | | 23,494 | |
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | | (558 | ) | | 23 |
| | (535 | ) | Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | | (3,224) | | | — | | | (3,224) | |
Net Current Period Other | | |
| | |
| | |
| Net Current Period Other | | | | | | |
Comprehensive Income (Loss) | | (4,424 | ) | | (54 | ) | | (4,478 | ) | Comprehensive Income (Loss) | | 20,270 | | | — | | | 20,270 | |
Ending Balance | | $ | (6,759 | ) | | $ | (339 | ) | | $ | (7,098 | ) | Ending Balance | | $ | 35,943 | | | $ | (568) | | | $ | 35,375 | |
|
| | | | | | | | | | | | |
December 31, 2017 | | Unrealized Gains and Losses on Available-for-Sale Securities | | Postretirement Benefit Items | | Total |
| | | | | | |
Beginning Balance | | $ | (6,312 | ) | | $ | (92 | ) | | $ | (6,404 | ) |
Other Comprehensive Income (Loss) Before Reclassification | | 4,778 |
| | (143 | ) | | 4,635 |
|
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | | (387 | ) | | 5 |
| | (382 | ) |
Net Current Period Other | | |
| | |
| | |
|
Comprehensive Income (Loss) | | 4,391 |
| | (138 | ) | | 4,253 |
|
ASU 2018-02 Adoption | | (414 | ) | | (55 | ) | | (469 | ) |
Ending Balance | | $ | (2,335 | ) | | $ | (285 | ) | | $ | (2,620 | ) |
The table below summarizes the classifications out of accumulated other comprehensive income (loss) by component for the year ended December 31, 2018:2021:
| | | | | | | | | | | | | | |
Details about Accumulated Other Comprehensive Income (Loss) Components | | Amount Reclassified From Accumulated Other Comprehensive Income (Loss) | | Affected Line Item in the Statement Where Net Income is Presented |
| | | | |
Unrealized Gains and Losses on | | | | |
Available-for-Sale Securities | | $ | 2,247 | | | Net Gain (Loss) on Securities |
| | (472) | | | Income Tax Expense |
| | 1,775 | | | Net of Tax |
Amortization of Post Retirement Plan Items | | | | |
Actuarial Gains (Losses) | | $ | — | | | Salaries and Employee Benefits |
| | — | | | Income Tax Expense |
| | — | | | Net of Tax |
| | | | |
Total Reclassifications for the Period | | $ | 1,775 | | | |
|
| | | | | | |
Details about Accumulated Other Comprehensive Income (Loss) Components | | Amount Reclassified From Accumulated Other Comprehensive Income (Loss) | | Affected Line Item in the Statement Where Net Income is Presented |
| | | | |
Unrealized Gains and Losses on | | |
| | |
Available-for-Sale Securities | | $ | 706 |
| | Net Gain (Loss) on Securities |
| | (148 | ) | | Income Tax Expense |
| | 558 |
| | Net of Tax |
Amortization of Post Retirement Plan Items | | |
| | |
Actuarial Gains (Losses) | | $ | (32 | ) | | Salaries and Employee Benefits |
| | 9 |
| | Income Tax Expense |
| | (23 | ) | | Net of Tax |
| | | | |
Total Reclassifications for the Period | | $ | 535 |
| | |
|
| |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 19 – Other Comprehensive Income (Loss) (continued)
The table below summarizes the classifications out of accumulated other comprehensive income (loss) by component for the year ended December 31, 2017:2020:
| | | | | | | | | | | | | | |
Details about Accumulated Other Comprehensive Income (Loss) Components | | Amount Reclassified From Accumulated Other Comprehensive Income (Loss) | | Affected Line Item in the Statement Where Net Income is Presented |
| | | | |
Unrealized Gains and Losses on | | | | |
Available-for-Sale Securities | | $ | 4,081 | | | Net Gain (Loss) on Securities |
| | (857) | | | Income Tax Expense |
| | 3,224 | | | Net of Tax |
Amortization of Post Retirement Plan Items | | | | |
Actuarial Gains (Losses) | | $ | — | | | Salaries and Employee Benefits |
| | — | | | Income Tax Expense |
| | — | | | Net of Tax |
| | | | |
Total Reclassifications for the Period | | $ | 3,224 | | | |
|
| | | | | | |
Details about Accumulated Other Comprehensive Income (Loss) Components | | Amount Reclassified From Accumulated Other Comprehensive Income (Loss) | | Affected Line Item in the Statement Where Net Income is Presented |
| | | | |
Unrealized Gains and Losses on | | |
| | |
Available-for-Sale Securities | | $ | 596 |
| | Net Gain (Loss) on Securities |
| | (209 | ) | | Income Tax Expense |
| | 387 |
| | Net of Tax |
Amortization of Post Retirement Plan Items | | |
| | |
Actuarial Gains (Losses) | | $ | (8 | ) | | Salaries and Employee Benefits |
| | 3 |
| | Income Tax Expense |
| | (5 | ) | | Net of Tax |
| | | | |
Total Reclassifications for the Period | | $ | 382 |
| | |
The table below summarizes the classifications out of accumulated other comprehensive income (loss) by component for the year ended December 31, 2016:
|
| | | | | | |
Details about Accumulated Other Comprehensive Income (Loss) Components | | Amount Reclassified From Accumulated Other Comprehensive Income (Loss) | | Affected Line Item in the Statement Where Net Income is Presented |
| | | | |
Unrealized Gains and Losses on | | |
| | |
Available-for-Sale Securities | | $ | 1,979 |
| | Net Gain (Loss) on Securities |
| | (693 | ) | | Income Tax Expense |
| | 1,286 |
| | Net of Tax |
Amortization of Post Retirement Plan Items | | |
| | |
Actuarial Gains (Losses) | | $ | (6 | ) | | Salaries and Employee Benefits |
| | 2 |
| | Income Tax Expense |
| | (4 | ) | | Net of Tax |
| | | | |
Total Reclassifications for the Period | | $ | 1,282 |
| | |
|
| | | | | | | | | | | | | |
Notes toDetails about Accumulated Other Comprehensive Income (Loss) Components | | Amount Reclassified From Accumulated Other Comprehensive Income (Loss) | | Affected Line Item in the Consolidated Financial StatementsStatement Where Net Income is Presented |
Dollars in thousands, except per share data | | | | |
Unrealized Gains and Losses on | | | | |
Available-for-Sale Securities | | $ | 1,248 | | | Net Gain (Loss) on Securities |
| | (262) | | | Income Tax Expense |
| | 986 | | | Net of Tax |
Amortization of Post Retirement Plan Items | | | | |
Actuarial Gains (Losses) | | $ | (37) | | | Salaries and Employee Benefits |
| | 10 | | | Income Tax Expense |
| | (27) | | | Net of Tax |
| | | | |
Total Reclassifications for the Period | | $ | 959 | | | |
NOTE 20 – Quarterly Financial Data (Unaudited)
The following table represents selected quarterly financial data for the Company:
|
| | | | | | | | | | | | | | | | | | | | |
| | Interest Income | | Net Interest Income | | Net Income | | Basic Earnings per Share | | Diluted Earnings per Share |
2018 | | |
| | |
| | |
| | |
| | |
|
First Quarter | | $ | 29,145 |
| | $ | 25,610 |
| | $ | 11,813 |
| | $ | 0.51 |
| | $ | 0.51 |
|
Second Quarter | | 31,533 |
| | 27,469 |
| | 11,097 |
| | 0.48 |
| | 0.48 |
|
Third Quarter | | 33,475 |
| | 28,548 |
| | 12,639 |
| | 0.55 |
| | 0.55 |
|
Fourth Quarter | | 39,596 |
| | 32,983 |
| | 10,980 |
| | 0.44 |
| | 0.44 |
|
| | | | | | | | | | |
2017 | | |
| | |
| | |
| | |
| | |
|
First Quarter | | $ | 27,033 |
| | $ | 24,725 |
| | $ | 9,556 |
| | $ | 0.42 |
| | $ | 0.42 |
|
Second Quarter | | 27,401 |
| | 24,813 |
| | 9,839 |
| | 0.43 |
| | 0.43 |
|
Third Quarter | | 27,986 |
| | 24,917 |
| | 9,660 |
| | 0.42 |
| | 0.42 |
|
Fourth Quarter | | 28,610 |
| | 25,454 |
| | 11,621 |
| | 0.51 |
| | 0.51 |
|
NOTE 21 –20 - Subsequent Events
On February 21, 2019,January 1, 2022, the Company entered into an Agreement and Planacquired Citizens Union Bancorp of Reorganization with Citizens First CorporationShelbyville, Inc. (“Citizens First”CUB”), pursuant to which Citizens First agreed to merge through the merger of CUB with and into the Company. TheThis was immediately followed by the merger agreement also provides thatof Citizens First’sUnion Bank of Shelbyville, Inc., a wholly-owned banking subsidiary Citizens First Bank, Inc. will be merged with andof CUB, into the Company’s subsidiary bank, German American Bank. CUB, headquartered in Shelbyville, Kentucky, operated 15 retail banking offices located in Shelby, Jefferson, Spencer, Bullitt, Oldham, Owen, Gallatin and Hardin counties in Kentucky through Citizens Union Bank immediately followingof Shelbyville, Inc. in Kentucky.
As of the holding company merger. Based onclosing of the numbertransaction, CUB had total assets of Citizens First common shares expected toapproximately $1,108,546 (unaudited), total loans of approximately $683,807 (unaudited), and total deposits of approximately $930,533 (unaudited). The acquired assets and liabilities will be outstandingrecorded at closing,fair value at the date of acquisition and will be reflected in the Company’s March 31, 2022 financial statements as such. At the time of these consolidated financial statements, the Company would issueis evaluating CUB’s loan portfolio to determine the impact of day-one accounting under the CECL methodology. Valuations and appraisals on other assets and liabilities are also in process and are not complete as of the time of these financial statements.
The Company issued approximately 1.72.9 million shares of its common stock, and paypaid approximately $16 million$50,805 in cash, in exchange for all of the issued and outstanding common shares of Citizens First. Based upon the $31.59 per share closing pricecommon stock of the Company’s common shares on FebruaryCUB.
| | |
Notes to the Consolidated Financial Statements |
Dollars in thousands, except per share data |
NOTE 20 2019, the last business day prior to the public announcement of the mergers, the transaction has an aggregate indicated value of approximately $68.2 million. Completion of the mergers is subject to approval by regulatory authorities and Citizens First’s shareholders, as well as certain other closing conditions. The transaction is expected to be completed in the third quarter of 2019.– Subsequent Events (continued)
Citizens First is a bank holding company headquartered in Bowling Green, Kentucky. It operates, through Citizens First Bank, Inc., branch offices in Barren, Hart, Simpson and Warren Counties in Kentucky, and a loan production office in Williamson County, Tennessee. At December 31, 2018, Citizens First reported total assets of approximately $476 million, total loans of approximately $372 million, and total deposits of approximately $389 million.
This pending acquisition will bewas consistent with the Company'sCompany’s strategy to build a regional presence in centralSouthern Indiana and western Kentucky. The acquisition offers the Company the opportunity to increase profitability by introducing existing products and services to the acquired customer base as well as add new customers in the expanded region.
| | | | | | | | |
Consideration | | |
Cash for Stock Options and Fractional Shares | | $ | 942 | |
Cash Consideration | | 49,863 | |
Equity Instruments | | 111,914 | |
Fair Value of Total Consideration Transferred | | $ | 162,719 | |
| | |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not Applicable.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
As of December 31, 2018,2021, the Company carried out an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Company’s periodic reports filed with the Securities and Exchange Commission. There are inherent limitations to the effectiveness of systems of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective systems of disclosure controls and procedures can provide only reasonable assurances of achieving their control objectives.
Changes in Internal Control Over Financial Reporting in Most Recent Fiscal Quarter
There was no change in the Company’s internal control over financial reporting that occurred during the Company’s fourth fiscal quarter of 20182021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. As permitted, the Company has excluded the operations of First Security, Inc. acquired during 2018, which is described in Note 18 (Business Combinations) of the Notes to the Consolidated Financial Statements included in Item 8 of this Report, from the scope of management's report on internal control over financial reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018.2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework. Based on our assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2018.2021.
The Company’s independent registered public accounting firm has issued their report on the Company’s internal control over financial reporting. That report is included in Item 8. Financial Statements and Supplementary Data of this Report under the heading, Report of Independent Registered Public Accounting Firm.
Item 9B. Other Information.
Not applicable.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
Information relatingresponsive to directors and executive officers of the Companythis Item 10 will be included under the captions “Election of Directors” andDirectors,” “Our Executive Officers” and “Section 16(a): Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement for the Annual Meeting of Shareholders to be held in May 20192022 which will be filed within 120 days of the end of the fiscal year covered by this Report (the “2019“2022 Proxy Statement”), which sections are incorporated herein in partial response to this Item’s informational requirements.
Section 16(a) Compliance. Information relating to Section 16(a) compliance will be included in the 2019 Proxy Statement under the caption of “Section 16(a): Beneficial Ownership Reporting Compliance” and is incorporated herein by reference.
Code of Business Conduct. The Company’s Board of Directors has adopted a Code of Business Conduct, which constitutes a “code of ethics” as that term is defined by SEC rules adopted under the Sarbanes-Oxley Act of 2002 (“SOA”). The Company has posted a copy of the Code of Business Conduct on its Internet website (www.germanamerican.com). The Company intends to satisfy its disclosure requirements under Item 5.05 of Form 8-K regarding certain amendments to, or waivers of, the Code of Business Conduct, by posting such information on its Internet website, except that waivers that must under NASDAQ rules be filed with the SEC on Form 8-K will be so filed.
Audit Committee Identification. The Board of Directors of the Company has a separately-designated standing audit committee established in accordance with Section 3(a) (58) (A) of the Securities Exchange Act of 1934. The description of the Audit Committee of the Board of Directors, and the identification of its members, will be set forth in the 2019 Proxy Statement under the caption “ELECTION OF DIRECTORS”, which section is incorporated herein by reference.
Audit Committee Financial Expert. The Board of Directors has determined that M. Darren Root, a director who serves on the Audit Committee of the Board of Directors and who is an independent director as defined by NASDAQ listing standards, is an “audit committee financial expert” as that term is defined by SEC rules adopted under SOA.
Lack of Changes in Nominating/Governance Committee Procedures re Shareholder Recommendations of Nominees. There has been no material change in the procedures by which the Company’s shareholders may recommend nominees for election to the Board of Directors of the Company that have been implemented since the last disclosure of such procedures in the Company’s Proxy Statement for the Annual Meeting of Shareholders that was held in May 2018.
Item 11. Executive Compensation.
Information relating to compensation of the Company’s executive officers and directors (including the required disclosures under the subheadings “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report”) will be included under the caption “Executive and Director Compensation” in the 20192022 Proxy Statement, which section is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required under this Item 12 relating to equity compensation plans is set forth under the heading “Equity Compensation Plan Information” in Part II, Item 5 of this Report. Information relating to security ownership of certain beneficial owners and the directors and executive officers of the Company will be included under the captions “Ownership of Our Common Shares by Our Directors and Executive Officers” and “Principal Owners of Common Shares” of the 20192022 Proxy Statement, which sections are incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information responsive to this Item 13 will be included under the captions “Election of Directors” and “Transactions with Related Persons” of the 20192022 Proxy Statement, which sections are incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
Information responsive to this Item 14 will be included in the 20192022 Proxy Statement under the caption “Principal Accountant Fees and Services”, which section is incorporated herein by reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)(1) Financial Statements
The following items are included in Item 8 of this Report:
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| | | | |
German American Bancorp, Inc. and Subsidiaries: | Page # |
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Report of Independent Registered Public Accounting Firm PCAOB ID 173 | |
| |
Consolidated Balance Sheets at December 31, 20182021 and 20172020 | |
| |
Consolidated Statements of Income, years ended December 31, 2018, 20172021, 2020 and 20162019 | |
| |
Consolidated Statements of Comprehensive Income, years ended December 31, 2018, 20172021, 2020 and 20162019 | |
| |
Consolidated Statements of Changes in Shareholders’ Equity, years ended December 31, 2018, 20172021, 2020 and 20162019 | |
| |
Consolidated Statements of Cash Flows, years ended December 31, 2018, 20172021, 2020 and 20162019 | |
| |
Notes to the Consolidated Financial Statements | |
(a)(2) Financial Statement Schedules
None.
(a)(3) Exhibits
The following exhibits are included with this report or incorporated herein by reference:
|
| | | | |
Exhibit No. | Description |
| |
| Agreement and Plan of Reorganization by and among German American Bancorp, Inc., First Security, Inc., First Security Bank, Inc., and German American Bank, dated May 22, 2018, is incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed May 22, 2018 (SEC File No. 001-15877). |
| Agreement and Plan of Reorganization by and among German American Bancorp, Inc., German American Bank, Citizens First CorporationUnion Bancorp of Shelbyville, Inc. and Citizens FirstUnion Bank of Shelbyville, Inc., dated as of February 21, 2019,September 20, 2021, is incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed February 22, 2019September 21, 2021 (SEC File No. 001-15877). |
| |
| |
| No long-term debt instrument issued by the Registrant exceeds 10% of consolidated total assets or is registered. In accordance with paragraph 4 (iii) of Item 601(b) of Regulation S-K, to the extent not otherwise filed herewith or incorporated by reference hereby, the Registrant will furnish the Securities and Exchange Commission copies of long-term debt instruments and related agreements upon request. |
| |
| |
| Loan Agreement,Indenture, dated as of October 11, 2018,June 25, 2019, by and between German American Bancorp, Inc. and U.S. Bank National Association, as trustee, is incorporated by reference to Exhibit 4.1 toof the Registrant’s Current Report on Form 8-K filed October 15, 2018June 25, 2019 (SEC File No. 001-15877). |
| |
| Term Note, inDescription of the principal sumsecurities of $25,000,000, issued by German American Bancorp, Inc. on October 11, 2018,registered pursuant to U.S. Bank National AssociationSection 12 of the Exchange Act is incorporated by reference to Exhibit 4.34.6 to the Registrant’s CurrentAnnual Report on Form 8-K10-K for the year ended December 31, 2019, filed October 15, 2018March 2, 2020 (SEC File No. 001-15877). |
10.1* | Form of Director Deferred Compensation Agreement between The German American Bank and certain of its Directors is incorporated herein by reference from Exhibit 10.4 to the Registrant’s Registration Statement on Form S-4 filed January 21, 1993 (the Agreement entered into by former director George W. Astrike, a copy of which was filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-4 filed January 21, 1993, is substantially identical to the Agreements entered into by the other Directors, some of whom remain directors of the Registrant). The schedule following such Exhibit 10.4 lists the Agreements with the other Directors and sets forth the material detail in which such Agreements differ from the Agreement filed as such Exhibit 10.4. |
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Exhibit No. | Description |
| |
101++101.INS+ | The following materials from German American Bancorp, Inc.’s Form 10-K Report forInline XBRL Instance Document (The instance document does not appear in the annual period ended December 31, 2018, formattedInteractive Data File because its XBRL tags are embedded within the Inline XBRL document.) |
101.SCH+ | Inline XBRL Taxonomy Extension Schema Document. |
101.CAL+ | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF+ | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB+ | Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE+ | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.Exhibit 101). |
# Schedules to the subject agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.
* Exhibits that describe or evidence all management contracts or compensatory plans or arrangements required to be filed as exhibits to this Report are indicated by an asterisk.
+ Exhibits that are filed with this Report (other than through incorporation by reference to other disclosures or exhibits) are indicated by a plus sign.
++ Pursuant to Rule 406TExhibits that are furnished with this Report are indicated by a double plus sign.
Note: No long-term debt instrument issued by the Registrant exceeds 10% of consolidated total assets or is registered. In accordance with paragraph 4 (iii) of Item 601(b) of Regulation S-T,S-K, to the Interactive Data Files on Exhibit 101 hereto are furnished andextent not deemedotherwise filed herewith or part of a registration statement or prospectus for purposes of Sections 11 and 12 ofincorporated by reference hereby, the Registrant will furnish the Securities Actand Exchange Commission copies of 1933, as amended,long-term debt instruments and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.related agreements upon request.
In reviewing any agreements included as exhibits to this Report, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements may contain representations and warranties by the parties to the agreements, including us. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
•should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
•may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
•may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
•were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
Item 16. Form 10-K Summary.
Not applicable.
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | | | | | | |
| | GERMAN AMERICAN BANCORP, INC. |
| | (Registrant) |
| | |
Date: | March 1, 20192022 | By: /s/Mark A. SchroederD. Neil Dauby |
| | Mark A. Schroeder, ChairmanD. Neil Dauby, President and |
| | Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | | | | | | | |
Date: | March 1, 2022 | /s/Mark A. Schroeder |
| | Mark A. Schroeder, Executive Chairman |
| | |
Date: | March 1, 2022 | /s/D. Neil Dauby |
| | D. Neil Dauby, Director, President and Chief Executive Officer (principal executive officer) |
| | |
Date: | March 1, 20192022 | /s/Mark A. Schroeder |
| | Mark A. Schroeder, Chairman and |
| | Chief Executive Officer (principal executive officer) |
| | |
Date: | March 1, 2019 | /s/Zachary W. Bawel |
| | Zachary W. Bawel, Director |
| | |
Date: | March 1, 20192022 | /s/Lonnie D. CollinsSue J. Ellsperman |
| | Lonnie D. Collins,Sue J. Ellsperman, Director |
| | |
Date: | March 1, 20192022 | /s/Christina M. Ernst |
| | Christina M. Ernst, Director |
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Date: | March 1, 2019 | /s/Marc D. Fine |
| | Marc D. Fine, Director |
| | |
Date: | March 1, 20192022 | /s/Jason M. Kelly |
| | Jason M. Kelly, Director |
| | |
Date: | March 1, 20192022 | /s/U. Butch Klem |
| | U. Butch Klem, Director |
| | |
Date: | March 1, 2019 | /s/J. David Lett |
| | J. David Lett, Director |
| | |
Date: | March 1, 20192022 | /s/Lee A. Mitchell |
| | Lee A. Mitchell, Director |
| | |
Date: | March 1, 2019 | /s/Chris A. Ramsey |
| | Chris A. Ramsey, Director |
| | |
Date: | March 1, 20192022 | /s/M. Darren Root |
| | M. Darren Root, Director |
| | |
Date: | March 1, 20192022 | /s/Christina M. Ryan |
| | Christina M. Ryan, Director |
| | |
Date: | March 1, 2022 | /s/Thomas W. Seger |
| | Thomas W. Seger, Director |
| | |
Date: | March 1, 20192022 | /s/RaymondJack W. SnowdenSheidler |
| | RaymondJack W. Snowden,Sheidler, Director |
| | |
Date: | March 1, 20192022 | /s/Tyson J. Wagler |
| | Tyson J. Wagler, Director |
| | |
Date: | March 1, 2022 | /s/Bradley M. Rust |
| | Bradley M. Rust, Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer (principal accounting officer and principal financial officer) |
| | |
Date: | March 1, 2022 | /s/Vicki L. Schuler |
| | Vicki L. Schuler, Senior Vice President, Controller (principal accounting officer) |