UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the quarterly period ended June 30, 2022 or
☐ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the transition period from ______ to ______
Commission File Number: 0-26128
Finward Bancorp
(Exact name of registrant as specified in its charter)
Indiana | 35-1927981 | ||
(State or other jurisdiction of incorporation | (I.R.S. Employer Identification Number) | ||
or organization) | |||
9204 Columbia Avenue | |||
Munster, Indiana | 46321 | ||
(Address of principal executive offices) | (ZIP code) |
Registrant's telephone number, including area code: (219) 836‑4400
N/A
N/A | ||
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:None.
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒
Smaller Reporting Company ☒ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There were 3,479,1394,297,900 shares of the registrant’s Common Stock, without par value, outstanding at August 13, 2021.15, 2022.
Finward Bancorp
Index
| Page |
Number | |
PART I. Financial Information | |
Item 1. Unaudited Financial Statements and Notes | 1 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk |
|
Item 4. Controls and Procedures |
|
PART II. Other Information |
|
SIGNATURES |
|
EXHIBITS | |
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | |
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | |
32.1 Section 1350 Certifications | |
101 XBRL Interactive Data File |
Finward Bancorp Consolidated Balance Sheet |
|
June 30, | ||||||||||||||||
(Dollars in thousands) | 2021 | December 31, | June 30, 2022 (unaudited) | December 31, 2021 | ||||||||||||
(unaudited) | 2020 | |||||||||||||||
ASSETS | ||||||||||||||||
Cash and non-interest bearing deposits in other financial institutions | $ | 17,570 | $ | 14,014 | $ | 20,844 | $ | 12,725 | ||||||||
Interest bearing deposits in other financial institutions | 50,406 | 5,908 | 55,602 | 19,987 | ||||||||||||
Federal funds sold | 649 | 0 | 2,856 | 464 | ||||||||||||
Total cash and cash equivalents | 68,625 | 19,922 | 79,302 | 33,176 | ||||||||||||
Certificates of deposit in other financial institutions | 1,471 | 1,897 | 1,482 | 1,709 | ||||||||||||
Securities available-for-sale | 473,927 | 410,669 | 400,466 | 526,889 | ||||||||||||
Loans held-for-sale | 5,878 | 11,329 | 1,525 | 4,987 | ||||||||||||
Loans receivable | 969,491 | 965,146 | ||||||||||||||
Loans receivable, net of deferred fees and costs | 1,474,381 | 966,720 | ||||||||||||||
Less: allowance for loan losses | (13,639 | ) | (12,458 | ) | (13,406 | ) | (13,343 | ) | ||||||||
Net loans receivable | 955,852 | 952,688 | 1,460,975 | 953,377 | ||||||||||||
Federal Home Loan Bank stock | 3,247 | 3,918 | 3,038 | 3,247 | ||||||||||||
Accrued interest receivable | 4,803 | 4,713 | 6,892 | 5,444 | ||||||||||||
Premises and equipment | 30,046 | 30,785 | 45,985 | 31,385 | ||||||||||||
Foreclosed real estate | 368 | 538 | ||||||||||||||
Cash value of bank owned life insurance | 31,082 | 30,725 | 31,571 | 31,440 | ||||||||||||
Goodwill | 11,109 | 11,109 | 22,615 | 11,109 | ||||||||||||
Other intangible assets | 3,622 | 4,119 | 5,588 | 3,126 | ||||||||||||
Other assets | 13,483 | 13,880 | 42,046 | 14,854 | ||||||||||||
Total assets | $ | 1,603,513 | $ | 1,496,292 | $ | 2,101,485 | $ | 1,620,743 | ||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||||
Deposits: | ||||||||||||||||
Non-interest bearing | $ | 275,819 | $ | 241,620 | $ | 370,567 | $ | 295,294 | ||||||||
Interest bearing | 1,119,277 | 1,060,719 | 1,546,648 | 1,138,907 | ||||||||||||
Total | 1,395,096 | 1,302,339 | 1,917,215 | 1,434,201 | ||||||||||||
Repurchase agreements | 24,399 | 13,711 | 24,536 | 14,581 | ||||||||||||
Borrowed funds | 0 | 6,149 | ||||||||||||||
Accrued expenses and other liabilities | 28,449 | 22,404 | 23,080 | 15,346 | ||||||||||||
Total liabilities | 1,447,944 | 1,344,603 | 1,964,831 | 1,464,128 | ||||||||||||
Commitments and contingent liabilties | ||||||||||||||||
Commitments and contingencies | ||||||||||||||||
Stockholders' Equity: | ||||||||||||||||
Preferred stock, no par or stated value; 10,000,000 shares authorized, none outstanding | 0 | 0 | 0 | 0 | ||||||||||||
Common stock, no par or stated value; 10,000,000 shares authorized; shares issued and outstanding: June 30, 2021 - 3,479,139 | 0 | 0 | ||||||||||||||
December 31, 2020 - 3,462,916 | ||||||||||||||||
Common stock, no par or stated value; 10,000,000 shares authorized; shares issued and outstanding: June 30, 2022 - 4,296,949 December 31, 2021 - 3,480,701 | ||||||||||||||||
Additional paid-in capital | 30,141 | 29,987 | 68,623 | 30,430 | ||||||||||||
Accumulated other comprehensive income | 8,209 | 10,441 | ||||||||||||||
Accumulated other comprehensive (loss) income | (57,781 | ) | 4,276 | |||||||||||||
Retained earnings | 117,219 | 111,261 | 125,812 | 121,909 | ||||||||||||
Total stockholders' equity | 155,569 | 151,689 | 136,654 | 156,615 | ||||||||||||
Total liabilities and stockholders' equity | $ | 1,603,513 | $ | 1,496,292 | $ | 2,101,485 | $ | 1,620,743 |
See accompanying notes to |
Finward Bancorp |
|
(unaudited) |
Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
(Dollars in thousands) | June 30, | June 30, | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
(unaudited) | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||
(Unaudited) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||||||||
Interest income: | ||||||||||||||||||||||||||||||||
Loans receivable | $ | 15,221 | $ | 10,275 | $ | 28,507 | $ | 21,021 | ||||||||||||||||||||||||
Real estate loans | $ | 8,211 | $ | 9,305 | $ | 16,450 | $ | 18,662 | ||||||||||||||||||||||||
Commercial loans | 1,751 | 1,834 | 3,991 | 3,319 | ||||||||||||||||||||||||||||
Consumer loans | 313 | 158 | 580 | 345 | ||||||||||||||||||||||||||||
Total loan interest | 10,275 | 11,297 | 21,021 | 22,326 | ||||||||||||||||||||||||||||
Securities | 2,144 | 1,564 | 4,105 | 3,269 | 2,469 | 2,144 | 5,066 | 4,105 | ||||||||||||||||||||||||
Other interest earning assets | 16 | 44 | 36 | 179 | 50 | 16 | 61 | 36 | ||||||||||||||||||||||||
Total interest income | 12,435 | 12,905 | 25,162 | 25,774 | 17,740 | 12,435 | 33,634 | 25,162 | ||||||||||||||||||||||||
Interest expense: | ||||||||||||||||||||||||||||||||
Deposits | 549 | 1,380 | 1,200 | 3,444 | 389 | 549 | 726 | 1,200 | ||||||||||||||||||||||||
Repurchase agreements | 12 | 17 | 22 | 57 | 26 | 12 | 42 | 22 | ||||||||||||||||||||||||
Borrowed funds | 2 | 93 | 22 | 187 | 27 | 2 | 33 | 22 | ||||||||||||||||||||||||
Total interest expense | 563 | 1,490 | 1,244 | 3,688 | 442 | 563 | 801 | 1,244 | ||||||||||||||||||||||||
Net interest income | 11,872 | 11,415 | 23,918 | 22,086 | 17,298 | 11,872 | 32,833 | 23,918 | ||||||||||||||||||||||||
Provision for loan losses | 576 | 508 | 1,154 | 1,022 | 0 | 576 | 0 | 1,154 | ||||||||||||||||||||||||
Net interest income after provision for loan losses | 11,296 | 10,907 | 22,764 | 21,064 | 17,298 | 11,296 | 32,833 | 22,764 | ||||||||||||||||||||||||
Noninterest income: | ||||||||||||||||||||||||||||||||
Gain on sale of loans held-for-sale, net | $ | 1,116 | $ | 2,464 | $ | 3,165 | $ | 3,617 | ||||||||||||||||||||||||
Fees and service charges | 1,471 | 1,151 | 2,537 | 2,200 | 1,560 | 1,471 | 2,864 | 2,537 | ||||||||||||||||||||||||
Wealth management operations | 576 | 514 | 1,183 | 1,068 | 588 | 576 | 1,183 | 1,183 | ||||||||||||||||||||||||
Gain on sale of loans held-for-sale, net | 291 | 1,116 | 898 | 3,165 | ||||||||||||||||||||||||||||
Gain on sale of securities, net | 269 | 667 | 686 | 1,177 | 258 | 269 | 639 | 686 | ||||||||||||||||||||||||
Increase in cash value of bank owned life insurance | 188 | 188 | 357 | 357 | 193 | 188 | 445 | 357 | ||||||||||||||||||||||||
Gain on sale of foreclosed real estate, net | 36 | 43 | 27 | 103 | ||||||||||||||||||||||||||||
Gain (loss) on sale of foreclosed real estate | 0 | 36 | 0 | 27 | ||||||||||||||||||||||||||||
Other | 24 | 19 | 38 | 70 | 6 | 24 | 11 | 38 | ||||||||||||||||||||||||
Total noninterest income | $ | 3,680 | $ | 5,046 | $ | 7,993 | $ | 8,592 | 2,896 | 3,680 | 6,040 | 7,993 | ||||||||||||||||||||
Noninterest expense: | ||||||||||||||||||||||||||||||||
Compensation and benefits | $ | 5,897 | $ | 5,620 | $ | 11,582 | $ | 10,930 | 7,538 | 5,897 | 14,905 | 11,582 | ||||||||||||||||||||
Data processing | 1,246 | 597 | 4,300 | 1,125 | ||||||||||||||||||||||||||||
Occupancy and equipment | 1,324 | 1,295 | 2,696 | 2,704 | 1,729 | 1,324 | 3,229 | 2,696 | ||||||||||||||||||||||||
Data processing | 597 | 532 | 1,125 | 1,088 | ||||||||||||||||||||||||||||
Marketing | 195 | 180 | 394 | 388 | 385 | 195 | 1,036 | 394 | ||||||||||||||||||||||||
Federal deposit insurance premiums | 204 | 159 | 384 | 355 | 380 | 204 | 599 | 384 | ||||||||||||||||||||||||
Other | 2,793 | 2,227 | 5,322 | 4,640 | 3,898 | 2,793 | 7,376 | 5,322 | ||||||||||||||||||||||||
Total noninterest expense | $ | 11,010 | $ | 10,013 | $ | 21,503 | $ | 20,105 | 15,176 | 11,010 | 31,445 | 21,503 | ||||||||||||||||||||
Income before income tax expenses | 3,966 | 5,940 | 9,254 | 9,551 | 5,018 | 3,966 | 7,428 | 9,254 | ||||||||||||||||||||||||
Income tax expenses | 395 | 1,089 | 1,140 | 1,587 | 587 | 395 | 862 | 1,140 | ||||||||||||||||||||||||
Net income | $ | 3,571 | $ | 4,851 | $ | 8,114 | $ | 7,964 | $ | 4,431 | $ | 3,571 | $ | 6,566 | $ | 8,114 | ||||||||||||||||
Earnings per common share: | ||||||||||||||||||||||||||||||||
Basic | $ | 1.03 | $ | 1.40 | $ | 2.33 | $ | 2.30 | $ | 1.04 | $ | 1.03 | $ | 1.60 | $ | 2.33 | ||||||||||||||||
Diluted | $ | 1.03 | $ | 1.40 | $ | 2.33 | $ | 2.30 | $ | 1.04 | $ | 1.03 | $ | 1.59 | $ | 2.33 | ||||||||||||||||
Dividends declared per common share | $ | 0.31 | $ | 0.31 | $ | 0.62 | $ | 0.62 | $ | 0.31 | $ | 0.31 | $ | 0.62 | $ | 0.62 |
See accompanying notes to |
Finward Bancorp | ||||||||||||||||
| ||||||||||||||||
(unaudited) |
Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
(Dollars in thousands) | June 30, | June 30, | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
Net income | $ | 3,571 | $ | 4,851 | $ | 8,114 | $ | 7,964 | $ | 4,431 | $ | 3,571 | $ | 6,566 | $ | 8,114 | ||||||||||||||||
Net change in net unrealized gains and losses on securities available-for-sale: | ||||||||||||||||||||||||||||||||
Unrealized (losses)/gains arising during the period | 5,624 | 1,207 | (2,137 | ) | 7,319 | |||||||||||||||||||||||||||
Unrealized (loss) gain arising during the period | (30,521 | ) | 5,624 | (77,910 | ) | (2,137 | ) | |||||||||||||||||||||||||
Less: reclassification adjustment for gains included in net income | (269 | ) | (667 | ) | (686 | ) | (1,177 | ) | (258 | ) | (269 | ) | (639 | ) | (686 | ) | ||||||||||||||||
Net securities (loss)/gain during the period | 5,355 | 540 | (2,823 | ) | 6,142 | |||||||||||||||||||||||||||
Net securities (loss) gain during the period | (30,779 | ) | 5,355 | (78,549 | ) | (2,823 | ) | |||||||||||||||||||||||||
Tax effect | (1,126 | ) | (112 | ) | 591 | (1,289 | ) | 6,460 | (1,126 | ) | 16,492 | 591 | ||||||||||||||||||||
Net of tax amount | 4,229 | 428 | (2,232 | ) | 4,853 | |||||||||||||||||||||||||||
Other comprehensive (loss) gain, net of tax | (24,319 | ) | 4,229 | (62,057 | ) | (2,232 | ) | |||||||||||||||||||||||||
Comprehensive (loss)/income, net of tax | $ | 7,800 | $ | 5,279 | $ | 5,882 | $ | 12,817 | ||||||||||||||||||||||||
Comprehensive (loss) gain, net of tax | (19,888 | ) | 7,800 | (55,491 | ) | 5,882 |
See accompanying notes to |
Finward Bancorp |
|
(unaudited) |
Accumulated | Accumulated | |||||||||||||||||||||||||||||||||||||||
Additional | Other | Additional | Other | |||||||||||||||||||||||||||||||||||||
Common | Paid-in | Comprehensive | Retained | Total | Common | Paid-in | Comprehensive | Retained | Total | |||||||||||||||||||||||||||||||
(Dollars in thousands, except per share data) | Stock | Capital | Income | Earnings | Equity | Stock | Capital | (Loss)/Income | Earnings | Equity | ||||||||||||||||||||||||||||||
Balance at January 1, 2020 | $ | 0 | $ | 29,657 | $ | 4,261 | $ | 99,624 | $ | 133,542 | ||||||||||||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
Net income | 0 | 0 | 0 | 3,113 | 3,113 | |||||||||||||||||||||||||||||||||||
Net unrealized gain on securities available-for- sale, net of reclassification and tax effects | 0 | 0 | 4,425 | 0 | 4,425 | |||||||||||||||||||||||||||||||||||
Comprehensive income | 0 | 0 | 0 | 0 | 7,538 | |||||||||||||||||||||||||||||||||||
Net surrender value of 1,904 restricted stock awards | 0 | (85 | ) | 0 | 0 | (85 | ) | |||||||||||||||||||||||||||||||||
Stock-based compensation expense | 0 | 94 | 0 | 0 | 94 | |||||||||||||||||||||||||||||||||||
Cash dividends, $0.31 per share | 0 | 0 | 0 | (1,074 | ) | (1,074 | ) | |||||||||||||||||||||||||||||||||
Balance at March 31, 2020 | $ | 0 | $ | 29,666 | $ | 8,686 | $ | 101,663 | $ | 140,015 | ||||||||||||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
Net income | 0 | 0 | 0 | 4,851 | 4,851 | |||||||||||||||||||||||||||||||||||
Net unrealized gain on securities available-for- sale, net of reclassification and tax effects | 0 | 0 | 428 | 0 | 428 | |||||||||||||||||||||||||||||||||||
Comprehensive income | 0 | 0 | 0 | 0 | 5,279 | |||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 0 | 108 | 0 | 0 | 108 | |||||||||||||||||||||||||||||||||||
Cash dividends, $0.31 per share | 0 | 0 | 0 | (1,073 | ) | (1,073 | ) | |||||||||||||||||||||||||||||||||
Balance at June 30, 2020 | $ | 0 | $ | 29,774 | $ | 9,114 | $ | 105,441 | $ | 144,329 | ||||||||||||||||||||||||||||||
Balance at January 1, 2021 | $ | 0 | $ | 29,987 | $ | 10,441 | $ | 111,261 | $ | 151,689 | $ | 0 | $ | 29,987 | $ | 10,441 | $ | 111,261 | $ | 151,689 | ||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
Net income | 0 | 0 | 0 | 4,543 | 4,543 | 0 | 0 | 0 | 4,543 | 4,543 | ||||||||||||||||||||||||||||||
Net unrealized loss on securities available-for- sale, net of reclassification and tax effects | 0 | 0 | (6,461 | ) | 0 | (6,461 | ) | |||||||||||||||||||||||||||||||||
Comprehensive income | 0 | 0 | 0 | 0 | (1,918 | ) | ||||||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | 0 | 0 | (6,461 | ) | 0 | (6,461 | ) | |||||||||||||||||||||||||||||||||
Net surrender value of 1,711 restricted stock awards | 0 | (68 | ) | 0 | 0 | (68 | ) | 0 | (68 | ) | 0 | 0 | (68 | ) | ||||||||||||||||||||||||||
Stock-based compensation expense | 0 | 146 | 0 | 0 | 146 | 0 | 146 | 0 | 0 | 146 | ||||||||||||||||||||||||||||||
Cash dividends, $0.31 per share | 0 | 0 | 0 | (1,079 | ) | (1,079 | ) | |||||||||||||||||||||||||||||||||
Cash dividends, $0.31 per share | 0 | 0 | 0 | (1,079 | ) | (1,079 | ) | |||||||||||||||||||||||||||||||||
Balance at March 31, 2021 | $ | 0 | $ | 30,065 | $ | 3,980 | $ | 114,725 | $ | 148,770 | $ | 0 | $ | 30,065 | $ | 3,980 | $ | 114,725 | $ | 148,770 | ||||||||||||||||||||
Comprehensive income: | ||||||||||||||||||||||||||||||||||||||||
Net income | 0 | 0 | 0 | 3,571 | 3,571 | 0 | 0 | 0 | 3,571 | 3,571 | ||||||||||||||||||||||||||||||
Net unrealized gain on securities available-for- sale, net of reclassification and tax effects | 0 | 0 | 4,229 | 0 | 4,229 | |||||||||||||||||||||||||||||||||||
Comprehensive income | 0 | 0 | 0 | 0 | 7,800 | |||||||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | 0 | 0 | 4,229 | 0 | 4,229 | |||||||||||||||||||||||||||||||||||
Net surrender value of 1,404 restricted stock awards | 0 | (63 | ) | 0 | 0 | (63 | ) | 0 | (63 | ) | 0 | 0 | (63 | ) | ||||||||||||||||||||||||||
Stock-based compensation expense | 0 | 139 | 0 | 0 | 139 | 0 | 139 | 0 | 0 | 139 | ||||||||||||||||||||||||||||||
Cash dividends, $0.31 per share | 0 | 0 | 0 | (1,077 | ) | (1,077 | ) | |||||||||||||||||||||||||||||||||
Cash dividends, $0.31 per share | 0 | 0 | 0 | (1,077 | ) | (1,077 | ) | |||||||||||||||||||||||||||||||||
Balance at June 30, 2021 | $ | 0 | $ | 30,141 | $ | 8,209 | $ | 117,219 | $ | 155,569 | $ | 0 | $ | 30,141 | $ | 8,209 | $ | 117,219 | $ | 155,569 | ||||||||||||||||||||
Balance at January 1, 2022 | $ | 0 | $ | 30,430 | $ | 4,276 | $ | 121,909 | $ | 156,615 | ||||||||||||||||||||||||||||||
Net income | 0 | 0 | 0 | 2,135 | 2,135 | |||||||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | 0 | 0 | (37,738 | ) | 0 | (37,738 | ) | |||||||||||||||||||||||||||||||||
Net surrender value of 2,336 restricted stock awards | 0 | (115 | ) | 0 | 0 | (115 | ) | |||||||||||||||||||||||||||||||||
Stock-based compensation expense | 0 | 169 | 0 | 0 | 169 | |||||||||||||||||||||||||||||||||||
Issuance of 795,423 shares at $47.75 per share, for acquisition of Royal Financial, Inc | 0 | 37,902 | 0 | 0 | 37,902 | |||||||||||||||||||||||||||||||||||
Cash dividends, $0.31 per share | 0 | 0 | 0 | (1,331 | ) | (1,331 | ) | |||||||||||||||||||||||||||||||||
Balance at March 31, 2022 | $ | 0 | $ | 68,386 | $ | (33,462 | ) | $ | 122,713 | $ | 157,637 | |||||||||||||||||||||||||||||
Net income | 0 | 0 | 0 | 4,431 | 4,431 | |||||||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | 0 | 0 | (24,319 | ) | 0 | (24,319 | ) | |||||||||||||||||||||||||||||||||
Net surrender value of 113 restricted stock awards | 0 | (5 | ) | 0 | 0 | (5 | ) | |||||||||||||||||||||||||||||||||
Stock-based compensation expense | 0 | 163 | 0 | 0 | 163 | |||||||||||||||||||||||||||||||||||
Other adjustments | 0 | 79 | 0 | 0 | 79 | |||||||||||||||||||||||||||||||||||
Cash dividends, $0.31 per share | 0 | 0 | 0 | (1,332 | ) | (1,332 | ) | |||||||||||||||||||||||||||||||||
Balance at June 30, 2022 | $ | 0 | $ | 68,623 | $ | (57,781 | ) | $ | 125,812 | $ | 136,654 |
See accompanying notes to |
Finward Bancorp |
|
(unaudited) |
Six Months Ended | ||||||||||||||||
(Dollars in thousands) | June 30, | Six months ended June 30, | ||||||||||||||
2021 | 2020 | 2022 | 2021 | |||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||||
Net income | $ | 8,114 | $ | 7,964 | $ | 6,566 | $ | 8,114 | ||||||||
Adjustments to reconcile net income to net cash provided by/(used in) operating activities: | ||||||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||
Origination of loans for sale | (85,903 | ) | (114,170 | ) | (29,179 | ) | (85,903 | ) | ||||||||
Sale of loans originated for sale | 94,163 | 113,362 | 33,506 | 94,163 | ||||||||||||
Depreciation and amortization, net of accretion | 2,041 | 2,186 | 3,121 | 2,154 | ||||||||||||
Amortization of mortgage servicing rights | 113 | 32 | ||||||||||||||
Stock based compensation expense | 285 | 202 | 332 | 285 | ||||||||||||
Net surrender value of restricted stock awards | (131 | ) | (85 | ) | ||||||||||||
Gain on sale of securities, net | (686 | ) | (1,177 | ) | (639 | ) | (686 | ) | ||||||||
Gain on sale of loans held-for-sale, net | (3,293 | ) | (3,021 | ) | (966 | ) | (3,293 | ) | ||||||||
Loss/(gain) on derivatives | 128 | (298 | ) | |||||||||||||
Gain on sale of foreclosed real estate, net | (27 | ) | (103 | ) | ||||||||||||
Gain on sale of foreclosed real estate | 0 | (27 | ) | |||||||||||||
Gain on cash value of bank owned life insurance | (445 | ) | (357 | ) | ||||||||||||
Loss on derivatives | 68 | 128 | ||||||||||||||
Provision for loan losses | 1,154 | 1,022 | 0 | 1,154 | ||||||||||||
Net change in: | ||||||||||||||||
Interest receivable | (90 | ) | (255 | ) | 388 | (90 | ) | |||||||||
Other assets | 1,728 | (1,708 | ) | (3,038 | ) | 1,728 | ||||||||||
Cash value of bank owned life insurance | (357 | ) | (357 | ) | ||||||||||||
Accrued expenses and other liabilities | (3,723 | ) | 7,303 | (3,824 | ) | (3,723 | ) | |||||||||
Net cash - operating activities | 13,516 | 10,897 | ||||||||||||||
Net cash provided by operating activities | 5,890 | 13,647 | ||||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||
Proceeds from maturities of certificates of deposits in other financial institutions | 426 | 531 | ||||||||||||||
Proceeds from maturities of certificates of deposit in other financial institutions | 472 | 426 | ||||||||||||||
Proceeds from maturities and pay downs of securities available-for-sale | 43,322 | 31,409 | 15,596 | 43,322 | ||||||||||||
Proceeds from sales of securities available-for-sale | 19,290 | 35,098 | 43,775 | 19,290 | ||||||||||||
Purchase of securities available-for-sale | (119,075 | ) | (77,506 | ) | (11,713 | ) | (119,075 | ) | ||||||||
Proceeds from bank owned life insurance | 314 | 0 | ||||||||||||||
Net change in loans receivable | 1,660 | (70,211 | ) | (54,178 | ) | 1,660 | ||||||||||
Proceeds (purchase) of Federal Home Loan Bank Stock | 671 | (6 | ) | |||||||||||||
Proceeds of Federal Home Loan Bank Stock | 1,512 | 671 | ||||||||||||||
Purchase of loans receivable | (5,978 | ) | (4,658 | ) | (2,663 | ) | (5,978 | ) | ||||||||
Purchase of premises and equipment, net | (470 | ) | (866 | ) | (2,081 | ) | (470 | ) | ||||||||
Proceeds from sale of foreclosed real estate, net | 197 | 575 | ||||||||||||||
Net cash - investing activities | (59,957 | ) | (85,634 | ) | ||||||||||||
Proceeds from sale of foreclosed real estate | 0 | 197 | ||||||||||||||
Cash and cash equivalents from acquisition activity, net | 33,799 | 0 | ||||||||||||||
Net cash provided by (used in) investing activities | 24,833 | (59,957 | ) | |||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||||
Net change in deposits | 92,757 | 123,264 | ||||||||||||||
Change in deposits | 7,978 | 92,757 | ||||||||||||||
Repayment of FHLB advances | (6,000 | ) | (2,000 | ) | 0 | (6,000 | ) | |||||||||
Change in other borrowed funds | 10,539 | 5,660 | ||||||||||||||
Net surrender value of restricted stock awards | (120 | ) | (131 | ) | ||||||||||||
Change in repurchase agreements and other borrowed funds | 9,955 | 10,539 | ||||||||||||||
Dividends paid | (2,152 | ) | (2,140 | ) | (2,410 | ) | (2,152 | ) | ||||||||
Net cash - financing activities | 95,144 | 124,784 | ||||||||||||||
Net cash (used in) provided by financing activities | 15,403 | 95,013 | ||||||||||||||
Net change in cash and cash equivalents | 48,703 | 50,047 | 46,126 | 48,703 | ||||||||||||
Cash and cash equivalents at beginning of period | 19,922 | 47,258 | 33,176 | 19,922 | ||||||||||||
Cash and cash equivalents at end of period | $ | 68,625 | $ | 97,305 | $ | 79,302 | $ | 68,625 | ||||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||||||||||
Cash paid during the period for: | ||||||||||||||||
Interest | $ | 1,262 | $ | 3,802 | $ | 781 | $ | 1,262 | ||||||||
Income taxes | 2,020 | 0 | 1,157 | 2,020 | ||||||||||||
Acquisition activity: | ||||||||||||||||
Fair value of assets acquired, including cash and cash equivalents | $ | 528,321 | $ | 0 | ||||||||||||
Value of goodwill and other intangible assets | 14,726 | 0 | ||||||||||||||
Fair value of liabilities assumed | 486,341 | 0 | ||||||||||||||
Cash paid for acquisition | 18,725 | 0 | ||||||||||||||
Issuance of common stock for acquisition | 37,981 | 0 | ||||||||||||||
Noncash activities: | ||||||||||||||||
Transfers from loans to foreclosed real estate | $ | 0 | $ | 23 | ||||||||||||
Dividends declared not paid | 1,077 | 1,073 | 1,332 | 1,077 | ||||||||||||
Securities purchased not settled | 9,764 | 0 | 0 | 9,764 |
See accompanying notes to |
Finward Bancorp
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 1 - Basis of Presentation
Organization and Description of Business
The consolidated financial statements include the accounts of Finward Bancorp (the “Bancorp” or “Finward”“FNWD”), its wholly-owned subsidiaries NWIN Risk Management, Inc. (a captive insurance subsidiary) and Peoples Bank (the “Bank”), and the Bank’s wholly-owned subsidiaries, Peoples Service Corporation, NWIN, LLC, NWIN Funding, Incorporated,1683 Real Estate LLC, and Columbia Development Company, LLC. The Bancorp’s business activities include being a holding company for the Bank as well as a holding company for NWIN Risk Management, Inc. The Bancorp’s earnings are primarily dependent upon the earnings of the Bank. The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures required by U.S. generally accepted accounting principles for complete presentation of consolidated financial statements. In the opinion of management, the consolidated financial statements contain all adjustments necessary to present fairly the consolidated balance sheets of the Bancorp as of June 30, 2021,2022, and December 31, 2020,2021, and the consolidated statements of income, comprehensive income (loss), and changes in stockholders’ equity for the three and six months ended June 30, 2021,2022, and 2020,2021, and consolidated statements of cash flows for the six months ended June 30, 2021,2022, and 2020.2021. The income reported for the six month period ended June 30, 2021,2022, is not necessarily indicative of the results to be expected for the full year.
On May 13, 2021, the Bancorp filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of the State of Indiana to change the name of the company from “NorthWest Indiana Bancorp” to “Finward Bancorp.” The name change was approved by the Bancorp’s shareholders on March 3, 2021 and became effective on May 24, 2021.
The Notes to the Consolidated Financial Statements appearing in Finward Bancorp’s Annual Report on Form 10-K (20202021 Annual Report), which include descriptions of significant accounting policies, should be read in conjunction with these interim financial statements. The Consolidated Balance Sheet at December 31, 20202021 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on net income.
Revision of Previously Issued Financial Statements
We have revised amounts reported in previously issued financial statements for the periods presented in this Quarterly Report on Form 10-Q related to immaterial errors. The errors relate to certain deferred costs booked related to our manufactured home loan product, which resulted in increased assets and understatements of expense in prior periods.
We evaluated the aggregate effects of the errors to our previously issued financial statements in accordance with SEC Staff Accounting Bulletins No.99 and No.108 and, based upon quantitative and qualitative factors, determined that the errors were not material to the previously issued financial statements and disclosures included in our Annual Reports on Form 10-K for the years ended December 31, 2020 and 2019, or for any quarterly periods included therein or through our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021.
The following tables present the revisions to the line items of our previously issued financial statements to reflect the correction of the errors:
Consolidated Balance Sheet | ||||||||||||
As of December 31, 2020 | As Reported | Adjustment | As Revised | |||||||||
Loans receivable | $ | 966,578 | $ | (1,432 | ) | $ | 965,146 | |||||
Net loans receivable | 954,120 | (1,432 | ) | 952,688 | ||||||||
Other assets | 13,681 | 199 | 13,880 | |||||||||
Total assets | 1,497,525 | (1,233 | ) | 1,496,292 | ||||||||
Retained earnings | 112,494 | (1,233 | ) | 111,261 | ||||||||
Total shareholders' equity | 152,922 | (1,233 | ) | 151,689 | ||||||||
Total liabilities and Stockholders' equity | 1,497,525 | (1,233 | ) | 1,496,292 |
Consolidated Statement of Operations | ||||||||||||
Three months ended June 30, 2020 | As Reported | Adjustment | As Revised | |||||||||
Compensation and benefits | $ | 5,371 | $ | 249 | $ | 5,620 | ||||||
Total noninterest expense | 9,764 | 249 | 10,013 | |||||||||
Income before income tax expense | 6,189 | (249 | ) | 5,940 | ||||||||
Income tax expenses | 1,126 | (37 | ) | 1,089 | ||||||||
Net income | 5,063 | (212 | ) | 4,851 | ||||||||
Earnings per common share: | ||||||||||||
Basic | 1.46 | (0.06 | ) | 1.40 | ||||||||
Diluted | 1.46 | (0.06 | ) | 1.40 |
Six months ended June 30, 2020 | As Reported | Adjustment | As Revised | |||||||||
Compensation and benefits | $ | 10,588 | $ | 342 | $ | 10,930 | ||||||
Total noninterest expense | 19,763 | 342 | 20,105 | |||||||||
Income before income tax expense | 9,893 | (342 | ) | 9,551 | ||||||||
Income tax expenses | 1,638 | (51 | ) | 1,587 | ||||||||
Net income | 8,255 | (291 | ) | 7,964 | ||||||||
Earnings per common share: | ||||||||||||
Basic | 2.39 | (0.09 | ) | 2.30 | ||||||||
Diluted | 2.39 | (0.09 | ) | 2.30 |
Consolidated Statements of Comprehensive Income | ||||||||||||
Three months ended June 30, 2020 | As Reported | Adjustment | As Revised | |||||||||
Net income | $ | 5,063 | $ | (212 | ) | $ | 4,851 | |||||
Comprehensive income, net of tax | 5,491 | (212 | ) | 5,279 |
Six months ended June 30, 2020 | As Reported | Adjustment | As Revised | |||||||||
Net income | $ | 8,255 | $ | (291 | ) | $ | 7,964 | |||||
Comprehensive income, net of tax | 13,108 | (291 | ) | 12,817 |
Consolidated Statements of Changes in Stockholders' Equity | ||||||||||||
Balance at January 1, 2020 | As Reported | Adjustment | As Revised | |||||||||
Retained earnings | $ | 100,185 | $ | (561 | ) | $ | 99,624 | |||||
Total equity | 134,103 | (561 | ) | 133,542 | ||||||||
For the quarter ending March 31, 2020 | ||||||||||||
Net income | 3,192 | (79 | ) | 3,113 | ||||||||
Retained earnings | 102,303 | (640 | ) | 101,663 | ||||||||
Total equity | 140,655 | (640 | ) | 140,015 | ||||||||
For the quarter ending June 30, 2020 | ||||||||||||
Net income | 5,063 | (212 | ) | 4,851 | ||||||||
Retained earnings | 106,293 | (852 | ) | 105,441 | ||||||||
Total equity | 145,181 | (852 | ) | 144,329 | ||||||||
Balance at January 1, 2021 | ||||||||||||
Retained earnings | 112,494 | (1,233 | ) | 111,261 | ||||||||
Total equity | 152,922 | (1,233 | ) | 151,689 | ||||||||
For the quarter ending March 31, 2021 | ||||||||||||
Net income | 4,679 | (136 | ) | 4,543 | ||||||||
Retained earnings | 116,094 | (1,369 | ) | 114,725 | ||||||||
Total equity | 150,139 | (1,369 | ) | 148,770 |
Consolidated Statements of Cash Flows | ||||||||||||
Six months ended June 30, 2020 | As Reported | Adjustment | As Revised | |||||||||
Net income | $ | 8,255 | $ | (291 | ) | $ | 7,964 | |||||
Net change in other assets | (1,657 | ) | (51 | ) | (1,708 | ) | ||||||
Net cash - operating activities | 11,239 | (342 | ) | 10,897 | ||||||||
Net change in loan | (70,553 | ) | 342 | (70,211 | ) | |||||||
Net cash - investing activities | (85,976 | ) | 342 | (85,634 | ) |
Note 2 - Use of Estimates
Preparing financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period, as well as the disclosures provided. Actual results could differ from those estimates. Estimates associated with the allowance for loan losses, fair values of foreclosed real estate, loan servicing rights, investment securities, deferred tax assets, goodwill, and the status of contingencies are particularly susceptible to material change in the near term.
Note 3 - Acquisition Activity
On January 31, 2022, Finward Bancorp (“Finward”) completed its previously announced acquisition of Royal Financial, Inc., a Delaware corporation (“RYFL”), pursuant to an Agreement and Plan of Merger dated July 28, 2021 (the “Merger Agreement”) between Finward and RYFL. The stockholders of both Finward and RYFL approved the Merger Agreement at the respective stockholder meetings of the companies held on December 13, 2021. Pursuant to the Merger Agreement, RYFL merged with and into Finward, with Finward as the surviving corporation (the “Merger”), and Royal Savings Bank, an Illinois state-chartered savings bank and wholly-owned subsidiary of RYFL, merged with and into Peoples Bank, the wholly-owned Indiana state-chartered commercial bank subsidiary of Finward, with Peoples Bank as the surviving bank.
Under the terms of the merger agreement, RYFL stockholders who owned 101 or more shares of RYFL common stock were permitted to elect to receive either 0.4609 shares of Finward common stock or $20.14 in cash, or a combination of both, for each share of RYFL common stock owned, subject to proration and allocation provisions such that 65% of the shares of RYFL common stock outstanding immediately prior to the closing of the merger were converted into the right to receive shares of Finward common stock and the remaining 35% of the outstanding RYFL shares were converted into the right to receive cash. Stockholders holding less than 101 shares of RYFL common stock received fixed consideration of $20.14 in cash per share and no stock consideration.
As a result of RYFL stockholder stock and cash elections and the related allocation and proration provisions of the merger agreement, Finward issued 795,423 shares of its common stock and paid cash consideration of approximately $18.7 million in the Merger. Based on the January 28, 2022, closing price of $47.75 per share of Finward common stock, the transaction had an implied valuation of approximately $56.7 million. In connection with the acquisition, Robert W. Youman, was appointed to the boards of directors of Finward and Peoples Bank effective as of the closing of the Merger. RYFL had a home office and eight branch offices in Cook County and DuPage County, Illinois. The acquisition has further expanded the Bank’s banking center network in Cook County and DuPage County, Illinois.
Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition. Based on the valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on estimates and assumptions that are subject to change, the final purchase price for the RYFL acquisition is allocated as follows:
ASSETS | LIABILITIES | ||||||||
Cash and due from banks | $ | 52,524 | Deposits | ||||||
Investment securities, available for sale | 0 | Non-interest bearing | $ | 32,095 | |||||
Certificate of deposit in other financial institutions | 245 | NOW accounts | 63,639 | ||||||
Savings and money market | 184,149 | ||||||||
Total Loans | 450,757 | Certificates of deposits | 195,153 | ||||||
Total Deposits | 475,036 | ||||||||
Premises and equipment, net | 13,896 | ||||||||
FHLB stock | 1,303 | Interest payable | 75 | ||||||
Goodwill | 11,506 | Other liabilities | 11,228 | ||||||
Core deposit intangible | 3,220 | ||||||||
Interest receivable | 1,836 | ||||||||
Other assets | 7,758 | ||||||||
Total assets purchased | $ | 543,045 | |||||||
Common shares issued | 37,981 | ||||||||
Cash paid | 18,725 | ||||||||
Total purchase price | $ | 56,706 | Total liabilities assumed | $ | 486,339 |
During the second quarter of 2022, an adjustment was made to the carrying value of other assets of $189 thousand, due to the valuation of prepaids brought over in the acquisition, and premises and equipment, net, of $48 thousand, due to a correction in the valuation of buildings, in addition, a correction was made to the valuation of shares issued increasing the value by $79 thousand. The resulting impact of these changes was a decrease to the goodwill balance related to the RYFL acquisition of $158 thousand.
Final estimates of fair value on the date of acquisition have not been finalized yet. Prior to the end of the one-year measurement period for finalizing the purchase price allocation, if information becomes available which would indicate adjustments are required to the purchase price allocation, such adjustments will be included in the purchase price allocation prospectively. If any adjustments are made to the preliminary assumptions (provisional amounts), disclosures will be made in the notes to the financial statements of the amounts recorded in the current period earnings by line item that have been recorded in previous reporting periods as if the adjustments to the provisional amounts had been recognized as of the acquisition date.
Goodwill of approximately $11.5 million, which is the excess of the acquisition consideration over the fair value of net assets acquired, is expected to be recorded in the RYFL acquisition and is the result of expected operational synergies and other factors. This goodwill is not expected to be deductible for tax purposes. To the extent that management revises any of the above fair value adjustments as a result of its continuing evaluation, the amount of goodwill recorded in the RYFL acquisition will change.
Gross loans acquired during the RYFL transaction totaled $456.7 million. As of the six months ended June 30, 2022, the remaining outstanding principal of loans directly related to the RYFL acquisition total $425.8 million, of which $8.1 million are expected to be uncollectable.
The following pro-forma and earnings (unaudited) of the combined company are presented as if the RYFL merger had occurred on January 1, 2022 and January 1, 2021:
For the three months ended | For the three months ended | For the six months ended | For the six months ended | |||||||||||||
(in thousands) | June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||
Selected Financial Data | ||||||||||||||||
Interest income | $ | 17,740 | $ | 17,263 | $ | 35,329 | $ | 34,654 | ||||||||
Interest expense | (442 | ) | (998 | ) | (902 | ) | (2,189 | ) | ||||||||
Recovery of (provision for) loan losses | 0 | (816 | ) | 0 | (1,094 | ) | ||||||||||
Non-interest income | 2,896 | 3,902 | 6,179 | 8,418 | ||||||||||||
Non-interest expense (1) | (15,176 | ) | (13,831 | ) | (29,573 | ) | (26,776 | ) | ||||||||
Income before provision for income taxes | 5,018 | 5,520 | 11,033 | 13,013 | ||||||||||||
Income tax expense | (587 | ) | (639 | ) | (1,619 | ) | (1,812 | ) | ||||||||
Net income | $ | 4,431 | $ | 4,881 | $ | 9,414 | $ | 11,201 | ||||||||
Earnings per common share: | ||||||||||||||||
Basic | $ | 1.04 | $ | 1.40 | $ | 2.29 | $ | 3.22 | ||||||||
Diluted | $ | 1.04 | $ | 1.40 | $ | 2.28 | $ | 3.22 |
(1) | Excludes $2.9 million in pre-tax merger expenses for the six months ended June 30, 2022. |
For the six months ended June 30, 2022, the Bancorp has recorded $2.9 million in pre-tax one-time merger expenses related to the RYFL acquisition, and these expenses have been allocated to the following non-interest expense line items within the income statement:
(in thousands) | Six months ended | |||
Noninterest expense: | June 30, 2022 | |||
Compensation and benefits | $ | 132 | ||
Data processing | 1,929 | |||
Marketing | 135 | |||
Other | 656 | |||
Period merger expense | $ | 2,852 |
Note 34 - Securities
The estimated fair value of available-for-sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income were as follows:
(Dollars in thousands) | (Dollars in thousands) | |||||||||||||||||||||||||||||||
Gross | Gross | Estimated | Gross | Gross | Estimated | |||||||||||||||||||||||||||
Cost | Unrealized | Unrealized | Fair | Cost | Unrealized | Unrealized | Fair | |||||||||||||||||||||||||
Basis | Gains | Losses | Value | Basis | Gains | Losses | Value | |||||||||||||||||||||||||
June 30, 2021 | ||||||||||||||||||||||||||||||||
June 30, 2022 | ||||||||||||||||||||||||||||||||
U.S. government sponsored entities | 10,883 | 5 | (92 | ) | 10,796 | $ | 8,883 | $ | 0 | $ | (949 | ) | $ | 7,934 | ||||||||||||||||||
U.S. treasury securities | 401 | 0 | 0 | 401 | 594 | 0 | 0 | 594 | ||||||||||||||||||||||||
Collateralized mortgage obligations and residential mortgage-backed securities | 194,601 | 2,009 | (1,249 | ) | 195,361 | 171,286 | 2 | (21,227 | ) | 150,061 | ||||||||||||||||||||||
Municipal securities | 255,485 | 11,111 | (197 | ) | 266,399 | 290,675 | 20 | (49,848 | ) | 240,847 | ||||||||||||||||||||||
Collateralized debt obligations | 2,173 | 0 | (1,203 | ) | 970 | 2,173 | 0 | (1,143 | ) | 1,030 | ||||||||||||||||||||||
Total securities available-for-sale | $ | 463,543 | $ | 13,125 | $ | (2,741 | ) | $ | 473,927 | $ | 473,611 | $ | 22 | $ | (73,167 | ) | $ | 400,466 |
(Dollars in thousands) | (Dollars in thousands) | |||||||||||||||||||||||||||||||
Gross | Gross | Estimated | Gross | Gross | Estimated | |||||||||||||||||||||||||||
Cost | Unrealized | Unrealized | Fair | Cost | Unrealized | Unrealized | Fair | |||||||||||||||||||||||||
Basis | Gains | Losses | Value | Basis | Gains | Losses | Value | |||||||||||||||||||||||||
December 31, 2020 | ||||||||||||||||||||||||||||||||
Money market fund | $ | 52,941 | $ | 0 | $ | 0 | $ | 52,941 | ||||||||||||||||||||||||
December 31, 2021 | ||||||||||||||||||||||||||||||||
U.S. government sponsored entities | 7,881 | 3 | (24 | ) | 7,860 | $ | 8,883 | $ | 0 | $ | (214 | ) | $ | 8,669 | ||||||||||||||||||
U.S. treasury securities | 400 | 0 | 0 | 400 | ||||||||||||||||||||||||||||
Collateralized mortgage obligations and residential mortgage-backed securities | 151,355 | 3,417 | (36 | ) | 154,736 | 187,279 | 961 | (3,539 | ) | 184,701 | ||||||||||||||||||||||
Municipal securities | 183,103 | 11,102 | (2 | ) | 194,203 | 322,750 | 9,904 | (527 | ) | 332,127 | ||||||||||||||||||||||
Collateralized debt obligations | 2,182 | 0 | (1,253 | ) | 929 | 2,173 | 0 | (1,181 | ) | 992 | ||||||||||||||||||||||
Total securities available-for-sale | $ | 397,462 | $ | 14,522 | $ | (1,315 | ) | $ | 410,669 | $ | 521,485 | $ | 10,865 | $ | (5,461 | ) | $ | 526,889 |
The cost basis and estimated fair value of available-for-sale debt securities at June 30, 2021,2022, by contractual maturity, were as follows. Securities not due at a single maturity date, primarily collateralized mortgage obligations and residential mortgage-backed securities, are shown separately.
(Dollars in thousands) | (Dollars in thousands) | |||||||||||||||
Available-for-sale | Available-for-sale | |||||||||||||||
Estimated | Estimated | |||||||||||||||
Fair | Tax-Equivalent | Cost | Fair | |||||||||||||
June 30, 2021 | Value | Yield (%) | ||||||||||||||
June 30, 2022 | Basis | Value | ||||||||||||||
Due in one year or less | $ | 202 | 1.13 | $ | 494 | $ | 495 | |||||||||
Due from one to five years | 3,228 | 4.23 | 1,954 | 1,956 | ||||||||||||
Due from five to ten years | 27,336 | 2.47 | 26,832 | 24,869 | ||||||||||||
Due over ten years | 247,800 | 2.98 | 273,045 | 223,085 | ||||||||||||
Collateralized mortgage obligations and residential mortgage-backed securities | 195,361 | 1.69 | 171,286 | 150,061 | ||||||||||||
Total | $ | 473,927 | 2.43 | $ | 473,611 | $ | 400,466 |
Sales of available-for-sale securities were as follows for the three months ended:
(Dollars in thousands) | (Dollars in thousands) | |||||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2021 | 2020 | 2022 | 2021 | |||||||||||||
Proceeds | $ | 12,386 | $ | 17,212 | $ | 27,539 | $ | 12,386 | ||||||||
Gross gains | 289 | 724 | 295 | 289 | ||||||||||||
Gross losses | (20 | ) | (57 | ) | (37 | ) | (20 | ) |
Sales of available-for-sale securities were as follows for the six months ended:
(Dollars in thousands) | (Dollars in thousands) | |||||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2021 | 2020 | 2022 | 2021 | |||||||||||||
Proceeds | $ | 19,290 | $ | 35,098 | $ | 43,775 | $ | 19,290 | ||||||||
Gross gains | 706 | 1,237 | 692 | 706 | ||||||||||||
Gross losses | (20 | ) | (60 | ) | (53 | ) | (20 | ) |
Accumulated other comprehensive income/(loss) balances, net of tax, related to available-for-sale securities, were as follows:
(Dollars in thousands) | ||||
Unrealized | ||||
Ending balance, December 31, 2020 | $ | 10,441 | ||
Current period change | (2,232 | ) | ||
Ending balance, June 30, 2021 | $ | 8,209 |
(Dollars in thousands) | ||||
Unrealized | ||||
Ending balance, December 31, 2021 | $ | 4,276 | ||
Current period change | (62,057 | ) | ||
Ending balance, June 30, 2022 | $ | (57,781 | ) |
Securities with market values of approximately $45.0$236.7 million and $52.4$39.5 million were pledged as of June 30, 20212022 and December 31, 2020,2021, respectively, as collateral for repurchase agreements, public funds, and for other purposes as permitted or required by law.
Securities with gross unrealized losses at June 30, 2021,2022, and December 31, 20202021 not recognized in income are as follows:
(Dollars in thousands) | (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Less than 12 months | 12 months or longer | Total | Less than 12 months | 12 months or longer | Total | |||||||||||||||||||||||||||||||||||||||||||||||
Estimated | Estimated | Estimated | Estimated | Estimated | Estimated | Percentage of | ||||||||||||||||||||||||||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | Total Portfolio | ||||||||||||||||||||||||||||||||||||||||
Value | Losses | Value | Losses | Value | Losses | Value | Losses | Value | Losses | Value | Losses | in Loss Position | ||||||||||||||||||||||||||||||||||||||||
June 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
June 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
U.S. government sponsored entities | $ | 8,791 | $ | (92 | ) | $ | 0 | $ | 0 | $ | 8,791 | $ | (92 | ) | $ | 0 | $ | 0 | $ | 7,934 | $ | (949 | ) | $ | 7,934 | $ | (949 | ) | 100.0 | % | ||||||||||||||||||||||
Collateralized mortgage obligations and residential mortgage-backed securities | 92,998 | (1,249 | ) | 0 | 0 | 92,998 | (1,249 | ) | 91,051 | (11,037 | ) | 58,348 | (10,190 | ) | 149,399 | (21,227 | ) | 99.6 | % | |||||||||||||||||||||||||||||||||
Municipal securities | 27,532 | (197 | ) | 0 | 0 | 27,532 | (197 | ) | 230,567 | (48,029 | ) | 6,170 | (1,819 | ) | 236,737 | (49,848 | ) | 98.3 | % | |||||||||||||||||||||||||||||||||
Collateralized debt obligations | 0 | 0 | 970 | (1,203 | ) | 970 | (1,203 | ) | 0 | 0 | 1,030 | (1,143 | ) | 1,030 | (1,143 | ) | 100.0 | % | ||||||||||||||||||||||||||||||||||
Total temporarily impaired | $ | 129,321 | $ | (1,538 | ) | $ | 970 | $ | (1,203 | ) | $ | 130,291 | $ | (2,741 | ) | $ | 321,618 | $ | (59,066 | ) | $ | 73,482 | $ | (14,101 | ) | $ | 395,100 | $ | (73,167 | ) | 98.7 | % | ||||||||||||||||||||
Number of securities | 77 | 2 | 79 | 415 | 41 | 456 |
(Dollars in thousands) | ||||||||||||||||||||||||||||
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||||||
Estimated | Estimated | Estimated | Percentage of | |||||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | Total Portfolio | ||||||||||||||||||||||
Value | Losses | Value | Losses | Value | Losses | in Loss Position | ||||||||||||||||||||||
December 31, 2021 | ||||||||||||||||||||||||||||
U.S. government sponsored entities | $ | 8,669 | $ | (214 | ) | $ | 0 | $ | 0 | $ | 8,669 | $ | (214 | ) | 100.0 | % | ||||||||||||
Collateralized mortgage obligations and residential mortgage-backed securities | 126,373 | (3,175 | ) | 8,109 | (364 | ) | 134,482 | (3,539 | ) | 72.8 | % | |||||||||||||||||
Municipal securities | 70,309 | (527 | ) | 0 | 0 | 70,309 | (527 | ) | 21.2 | % | ||||||||||||||||||
Collateralized debt obligations | 0 | 0 | 992 | (1,181 | ) | 992 | (1,181 | ) | 100.0 | % | ||||||||||||||||||
Total temporarily impaired | $ | 205,351 | $ | (3,916 | ) | $ | 9,101 | $ | (1,545 | ) | $ | 214,452 | $ | (5,461 | ) | 40.7 | % | |||||||||||
Number of securities | 133 | 5 | 138 |
(Dollars in thousands) | ||||||||||||||||||||||||
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
Estimated | Estimated | Estimated | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
Value | Losses | Value | Losses | Value | Losses | |||||||||||||||||||
December 31, 2020 | ||||||||||||||||||||||||
U.S. government sponsored entities | $ | 4,975 | $ | (24 | ) | $ | 0 | $ | 0 | $ | 4,975 | $ | (24 | ) | ||||||||||
Collateralized mortgage obligations and residential mortgage-backed securities | 11,953 | (36 | ) | 0 | 0 | 11,953 | (36 | ) | ||||||||||||||||
Municipal securities | 1,864 | (2 | ) | 0 | 0 | 1,864 | (2 | ) | ||||||||||||||||
Collateralized debt obligations | 0 | 0 | 929 | (1,253 | ) | 929 | (1,253 | ) | ||||||||||||||||
Total temporarily impaired | $ | 18,792 | $ | (62 | ) | $ | 929 | $ | (1,253 | ) | $ | 19,721 | $ | (1,315 | ) | |||||||||
Number of securities | 8 | 2 | 10 |
Unrealized losses on securities have not been recognized into income because the securities are of high credit quality or have undisrupted cash flows. Management has the intent and ability to hold those securities for the foreseeable future, and the decline in fair value is largely due to changes in interest rates and volatility in securities markets. The fair values are expected to recover as the securities approach maturity.
Note 45 - Loans Receivable
The Bancorp’s current lending programs are described below:
Residential Real Estate. The primary lending activity of the Bancorp has been the granting of conventional mortgage loans to enable borrowers to purchase existing homes, refinance existing homes, or construct new homes. Conventional loans are made up to a maximum of 97% of the purchase price or appraised value, whichever is less. For loans made in excess of 80% of value, private mortgage insurance is generally required in an amount sufficient to reduce the Bancorp’s exposure to 80% or less of the appraised value of the property. Loans insured by private mortgage insurance companies can be made for up to 97% of value. Loans closed with over 20% of equity do not require private mortgage insurance because of the borrower’s level of equity investment.
Fixed rate loans currently originated generally conform to Freddie Mac guidelines for loans purchased under the one‑to‑four family program. Loan interest rates are determined based on secondary market yield requirements and local market conditions. Fixed rate mortgage loans with contractual maturities generally exceeding fifteen years and greater may be sold and/or classified as held for sale to control exposure to interest rate risk.
The 15 year mortgage loan program has gained wide acceptance in the Bancorp’s primary market area. As a result of the shortened maturity of these loans, this product has been priced below the comparable 20 and 30 year loan offerings. Mortgage applicants for 15 year loans tend to have a larger than normal down payment; this, coupled with the larger principal and interest payment amount, has caused the 15 year mortgage loan portfolio to consist, to a significant extent, of second time home buyers whose underwriting qualifications tend to be above average.
The Bancorp’s Adjustable Rate Mortgage Loans (“ARMs”) include offerings that reprice annually or are “Mini-Fixed.” The “Mini‑Fixed” mortgage reprices annually after a one, three, five, seven or ten year period. The ability of the Bancorp to successfully market ARM’s depends upon loan demand, prevailing interest rates, volatility of interest rates, public acceptance of such loans and terms offered by competitors.
Home Equity Line of Credit. The Bancorp offers a fixed and variable rate revolving line of credit secured by the equity in the borrower’s home. Both products offer an interest only option where the borrower pays interest only on the outstanding balance each month. Equity lines will typically require a second mortgage appraisal and a second mortgage lender’s title insurance policy. Loans are generally made up to a maximum of 89% of the appraised value of the property less any outstanding liens.
Fixed term home improvement and equity loans are made up to a maximum of 85% of the appraised value of the improved property, less any outstanding liens. These loans are offered on both a fixed and variable rate basis with a maximum term of 240 months. All home equity loans are made on a direct basis to borrowers.
Commercial Real Estate and Multifamily Loans. Commercial real estate loans are typically made to a maximum of 80% of the appraised value. Such loans are generally made on an adjustable rate basis. These loans are typically made for terms of 15 to 20 years. Loans with an amortizing term exceeding 15 years normally have a balloon feature calling for a full repayment within seven to ten years from the date of the loan. The balloon feature affords the Bancorp the opportunity to restructure the loan if economic conditions so warrant. Commercial real estate loans include loans secured by commercial rental units, apartments, condominium developments, small shopping centers, owner occupied commercial/industrial properties, hospitality units and other retail and commercial developments.
While commercial real estate lending is generally considered to involve a higher degree of risk than single‑family residential lending due to the concentration of principal in a limited number of loans and the effects of general economic conditions on real estate developers and managers, the Bancorp has endeavored to reduce this risk in several ways. In originating commercial real estate loans, the Bancorp considers the feasibility of the project, the financial strength of the borrowers and lessees, the managerial ability of the borrowers, the location of the project and the economic environment. Management evaluates the debt coverage ratio and analyzes the reliability of cash flows, as well as the quality of earnings. All such loans are made in accordance with well-defined underwriting standards and are generally supported by personal guarantees, which represent a secondary source of repayment.
Loans for the construction of commercial properties are generally located within an area permitting physical inspection and regular review of business records. Projects financed outside of the Bancorp’s primary lending area generally involve borrowers and guarantors who are or were previous customers of the Bancorp or projects that are underwritten according to the Bank’s underwriting standards.
Construction and Land Development. Construction loans on residential properties are made primarily to individuals and contractors who are under contract with individual purchasers. These loans are personally guaranteed by the borrower. The maximum loan-to-value ratio is 89% of either the current appraised value or the cost of construction, whichever is less. Residential construction loans are typically made for periods of six months to one year.
Loans are also made for the construction of commercial properties. All such loans are made in accordance with well-defined underwriting standards. Generally if the loans are not owner occupied, these types of loans require proof of intent to lease and a confirmed end-loan takeout. In general, loans made do not exceed 80% of the appraised value of the property. Commercial construction loans are typically made for periods not to exceed two years or date of occupancy, whichever is less.
Commercial Business and Farmland Loans. Although the Bancorp’s priority in extending various types of commercial business loans changes from time to time, the basic considerations in determining the makeup of the commercial business loan portfolio are economic factors, regulatory requirements and money market conditions. The Bancorp seeks commercial loan relationships from the local business community and from its present customers. Conservative lending policies based upon sound credit analysis governs the extension of commercial credit. The following loans, although not inclusive, are considered preferable for the Bancorp’s commercial loan portfolio: loans collateralized by liquid assets; loans secured by general use machinery and equipment; secured short‑term working capital loans to established businesses secured by business assets; short‑term loans with established sources of repayment and secured by sufficient equity and real estate; and unsecured loans to customers whose character and capacity to repay are firmly established.
Consumer Loans. The Bancorp offers consumer loans to individuals for personal, household or family purposes. Consumer loans are either secured by adequate collateral, or unsecured. Unsecured loans are based on the strength of the applicant’s financial condition. All borrowers must meet current underwriting standards. The consumer loan program includes both fixed and variable rate products.
Manufactured Homes. The Bancorp purchases fixed rate closed loans from a third party that are subject to Bancorp’s underwriting requirements and secured by manufactured homes. The maturity date on these loans can range up to 25 years. In addition, these loans have partial recourseare partially secured by a reserve account held at the Bancorp.
Government Loans. The Bancorp is permitted to purchase non-rated municipal securities, tax anticipation notes and warrants within the local market area.
(Dollars in thousands) | ||||||||
June 30, 2021 | December 31, 2020 | |||||||
Loans secured by real estate: | ||||||||
Residential real estate | $ | 268,649 | $ | 286,048 | ||||
Home equity | 36,684 | 39,233 | ||||||
Commercial real estate | 315,087 | 298,257 | ||||||
Construction and land development | 104,154 | 93,562 | ||||||
Multifamily | 53,639 | 50,571 | ||||||
Farmland | 309 | 215 | ||||||
Total loans secured by real estate | 778,522 | 767,886 | ||||||
Commercial business | 149,414 | 158,140 | ||||||
Consumer | 544 | 1,025 | ||||||
Manufactured homes | 28,135 | 24,232 | ||||||
Government | 8,462 | 10,142 | ||||||
Subtotal | 965,077 | 961,425 | ||||||
Add (less): | ||||||||
Net deferred loan origination fees and purchase premiums.. | 4,235 | 3,871 | ||||||
Undisbursed loan funds and clearings | 179 | (150 | ) | |||||
Loans receivable | $ | 969,491 | $ | 965,146 |
Loans receivable are summarized below: |
(Dollars in thousands) | ||||||||
June 30, 2022 | December 31, 2021 | |||||||
Loans secured by real estate: | ||||||||
Residential real estate | $ | 459,151 | $ | 260,134 | ||||
Home equity | 35,672 | 34,612 | ||||||
Commercial real estate | 420,735 | 317,145 | ||||||
Construction and land development | 153,422 | 123,822 | ||||||
Multifamily | 248,495 | 61,194 | ||||||
Total loans secured by real estate | 1,317,475 | 796,907 | ||||||
Commercial business | 103,649 | 115,772 | ||||||
Consumer | 1,673 | 582 | ||||||
Manufactured homes | 37,693 | 37,887 | ||||||
Government | 8,081 | 8,991 | ||||||
Loans receivable | 1,468,571 | 960,139 | ||||||
Add (less): | ||||||||
Net deferred loan origination costs | 6,482 | 6,810 | ||||||
Undisbursed loan funds | (672 | ) | (229 | ) | ||||
Loans receivable, net of deferred fees and costs.. | $ | 1,474,381 | $ | 966,720 |
(Dollars in thousands) | Beginning Balance | Charge-offs | Recoveries | Provisions | Ending Balance | Beginning Balance | Charge-offs | Recoveries | Provisions | Ending Balance | ||||||||||||||||||||||||||||||
The Bancorp's activity in the allowance for loan losses, by loan segment, is summarized below for the three months ended June 30, 2021: | ||||||||||||||||||||||||||||||||||||||||
The Bancorp's activity in the allowance for loan losses, by loan segment, is summarized below for the three months ended June 30, 2022: | The Bancorp's activity in the allowance for loan losses, by loan segment, is summarized below for the three months ended June 30, 2022: | |||||||||||||||||||||||||||||||||||||||
Allowance for loan losses: | ||||||||||||||||||||||||||||||||||||||||
Residential real estate | $ | 2,176 | $ | 0 | $ | 15 | $ | 103 | $ | 2,294 | $ | 2,493 | $ | - | $ | 29 | $ | 234 | $ | 2,756 | ||||||||||||||||||||
Home equity | 309 | 0 | 0 | 62 | 371 | 354 | - | - | 19 | 373 | ||||||||||||||||||||||||||||||
Commercial real estate | 5,726 | 0 | 0 | 213 | 5,939 | 5,530 | - | - | (3 | ) | 5,527 | |||||||||||||||||||||||||||||
Construction and land development | 1,587 | 0 | 0 | 211 | 1,798 | 2,135 | - | - | (391 | ) | 1,744 | |||||||||||||||||||||||||||||
Multifamily | 680 | 0 | 0 | 60 | 740 | 889 | - | - | 239 | 1,128 | ||||||||||||||||||||||||||||||
Farmland | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||
Commercial business | 2,552 | 0 | 11 | (89 | ) | 2,474 | 1,941 | - | 7 | (140 | ) | 1,808 | ||||||||||||||||||||||||||||
Consumer | 17 | (11 | ) | 1 | 16 | 23 | 45 | (27 | ) | 10 | 42 | 70 | ||||||||||||||||||||||||||||
Manufactured homes | 0 | 0 | 0 | 0 | 0 | - | - | - | - | 0 | ||||||||||||||||||||||||||||||
Government | 0 | 0 | 0 | 0 | 0 | - | - | - | - | 0 | ||||||||||||||||||||||||||||||
Total | $ | 13,047 | $ | (11 | ) | $ | 27 | $ | 576 | $ | 13,639 | $ | 13,387 | $ | (27 | ) | $ | 46 | $ | - | $ | 13,406 |
The Bancorp's activity in the allowance for loan losses, by loan segment, is summarized below for the three months ended June 30, 2020: | ||||||||||||||||||||
Allowance for loan losses: | ||||||||||||||||||||
Residential real estate | $ | 1,828 | $ | (2 | ) | $ | 4 | $ | (122 | ) | $ | 1,708 | ||||||||
Home equity | 246 | 0 | 0 | (15 | ) | 231 | ||||||||||||||
Commercial real estate | 3,693 | (80 | ) | 0 | 99 | 3,712 | ||||||||||||||
Construction and land development | 1,223 | (17 | ) | 0 | (5 | ) | 1,201 | |||||||||||||
Multifamily | 562 | 0 | 0 | 47 | 609 | |||||||||||||||
Farmland | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Commercial business | 1,901 | (78 | ) | 16 | 536 | 2,375 | ||||||||||||||
Consumer | 42 | (1 | ) | 5 | (16 | ) | 30 | |||||||||||||
Manufactured homes | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Government | 16 | 0 | 0 | (16 | ) | 0 | ||||||||||||||
Total | $ | 9,511 | $ | (178 | ) | $ | 25 | $ | 508 | $ | 9,866 |
The Bancorp's activity in the allowance for loan losses, by loan segment, is summarized below for the three months ended June 30, 2021: |
The Bancorp's activity in the allowance for loan losses, by loan segment, is summarized below for the six months ended June 30, 2021: | ||||||||||||||||||||||||||||||||||||||||
Allowance for loan losses: | ||||||||||||||||||||||||||||||||||||||||
Residential real estate | $ | 2,211 | $ | (4 | ) | $ | 25 | $ | 62 | $ | 2,294 | $ | 2,176 | $ | 0 | $ | 15 | $ | 103 | $ | 2,294 | |||||||||||||||||||
Home equity | 276 | (1 | ) | 0 | 96 | 371 | 309 | 0 | - | 62 | 371 | |||||||||||||||||||||||||||||
Commercial real estate | 5,406 | 0 | 0 | 533 | 5,939 | 5,726 | - | - | 213 | 5,939 | ||||||||||||||||||||||||||||||
Construction and land development | 1,405 | 0 | 0 | 393 | 1,798 | 1,587 | - | - | 211 | 1,798 | ||||||||||||||||||||||||||||||
Multifamily | 626 | 0 | 0 | 114 | 740 | 680 | - | - | 60 | 740 | ||||||||||||||||||||||||||||||
Farmland | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||
Commercial business | 2,508 | 0 | 19 | (53 | ) | 2,474 | 2,552 | - | 11 | (89 | ) | 2,474 | ||||||||||||||||||||||||||||
Consumer | 26 | (17 | ) | 5 | 9 | 23 | 17 | (11 | ) | 1 | 16 | 23 | ||||||||||||||||||||||||||||
Manufactured homes | 0 | 0 | 0 | 0 | 0 | - | - | - | - | - | ||||||||||||||||||||||||||||||
Government | 0 | 0 | 0 | 0 | 0 | - | - | - | - | - | ||||||||||||||||||||||||||||||
Total | $ | 12,458 | $ | (22 | ) | $ | 49 | $ | 1,154 | $ | 13,639 | $ | 13,047 | $ | (11 | ) | $ | 27 | $ | 576 | $ | 13,639 |
The Bancorp's activity in the allowance for loan losses, by loan segment, is summarized below for the six months ended June 30, 2020: | ||||||||||||||||||||
Allowance for loan losses: | ||||||||||||||||||||
Residential real estate | $ | 1,812 | $ | (2 | ) | $ | 10 | $ | (112 | ) | $ | 1,708 | ||||||||
Home equity | 223 | 0 | 0 | 8 | 231 | |||||||||||||||
Commercial real estate | 3,773 | (80 | ) | 0 | 19 | 3,712 | ||||||||||||||
Construction and land development | 1,098 | (17 | ) | 0 | 120 | 1,201 | ||||||||||||||
Multifamily | 529 | 0 | 0 | 80 | 609 | |||||||||||||||
Farmland | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Commercial business | 1,504 | (78 | ) | 17 | 932 | 2,375 | ||||||||||||||
Consumer | 43 | (13 | ) | 8 | (8 | ) | 30 | |||||||||||||
Manufactured homes | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Government | 17 | 0 | 0 | (17 | ) | 0 | ||||||||||||||
Total | $ | 8,999 | $ | (190 | ) | $ | 35 | $ | 1,022 | $ | 9,866 |
The Bancorp's activity in the allowance for loan losses, by loan segment, is summarized below for the six months ended June 30, 2022: |
Allowance for loan losses: | ||||||||||||||||||||
Residential real estate | $ | 2,480 | $ | - | $ | 50 | $ | 226 | $ | 2,756 | ||||||||||
Home equity | 357 | - | - | 16 | 373 | |||||||||||||||
Commercial real estate | 5,515 | - | - | 12 | 5,527 | |||||||||||||||
Construction and land development | 2,119 | - | - | (375 | ) | 1,744 | ||||||||||||||
Multifamily | 848 | - | - | 280 | 1,128 | |||||||||||||||
Commercial business | 2,009 | - | 38 | (239 | ) | 1,808 | ||||||||||||||
Consumer | 15 | (37 | ) | 12 | 80 | 70 | ||||||||||||||
Manufactured homes | - | - | - | - | 0 | |||||||||||||||
Government | - | - | - | - | 0 | |||||||||||||||
Total | $ | 13,343 | $ | (37 | ) | $ | 100 | $ | - | $ | 13,406 |
The Bancorp's activity in the allowance for loan losses, by loan segment, is summarized below for the six months ended June 30, 2021: |
Allowance for loan losses: | ||||||||||||||||||||
Residential real estate | $ | 2,211 | $ | (4 | ) | $ | 25 | $ | 62 | $ | 2,294 | |||||||||
Home equity | 276 | (1 | ) | - | 96 | 371 | ||||||||||||||
Commercial real estate | 5,406 | - | - | 533 | 5,939 | |||||||||||||||
Construction and land development | 1,405 | - | - | 393 | 1,798 | |||||||||||||||
Multifamily | 626 | - | - | 114 | 740 | |||||||||||||||
Commercial business | 2,508 | - | 19 | (53 | ) | 2,474 | ||||||||||||||
Consumer | 26 | (17 | ) | 5 | 9 | 23 | ||||||||||||||
Manufactured homes | - | - | - | - | - | |||||||||||||||
Government | - | - | - | - | - | |||||||||||||||
Total | $ | 12,458 | $ | (22 | ) | $ | 49 | $ | 1,154 | $ | 13,639 |
A deferred cost reserve is maintained for the portfolio of manufactured home loans that have been purchased. This reserve is available for use for manufactured home loan nonperformance and costs associated with nonperformance. If the segment performs in line with expectation,expectations, the deferred cost reserve is paid as a premium to the third party originator of the loan. The unamortized balance of the deferred cost reserve totaled $4.4$5.3 million and $3.8$5.8 million as of June 30, 20212022 and December 31, 2020,2021, respectively, and is included in net deferred loan origination costs and purchase premiums.costs.
The Bancorp's impairment analysis is summarized below: | ||||||||||||||||||||||||
Ending Balances | ||||||||||||||||||||||||
(Dollars in thousands) | Individually evaluated for impairment reserves | Collectively evaluated for impairment reserves | Loan receivables | Individually evaluated for impairment | Purchased credit impaired individually evaluated for impairment | Collectively evaluated for impairment | ||||||||||||||||||
The Bancorp's allowance for loan losses impairment evaluation and loan receivables are summarized below at June 30, 2021: | ||||||||||||||||||||||||
Residential real estate | $ | 85 | $ | 2,209 | $ | 268,649 | $ | 730 | $ | 1,002 | $ | 266,917 | ||||||||||||
Home equity | 5 | 366 | 36,684 | 164 | 129 | 36,391 | ||||||||||||||||||
Commercial real estate | 1,204 | 4,735 | 315,087 | 7,260 | 146 | 307,681 | ||||||||||||||||||
Construction and land development | 0 | 1,798 | 104,154 | 0 | 0 | 104,154 | ||||||||||||||||||
Multifamily | 0 | 740 | 53,639 | 0 | 596 | 53,043 | ||||||||||||||||||
Farmland | 0 | 0 | 309 | 0 | 0 | 309 | ||||||||||||||||||
Commercial business | 476 | 1,998 | 149,414 | 944 | 1,147 | 147,323 | ||||||||||||||||||
Consumer | 0 | 23 | 544 | 0 | 0 | 544 | ||||||||||||||||||
Manufactured homes | 0 | 0 | 28,135 | 0 | 0 | 28,135 | ||||||||||||||||||
Government | 0 | 0 | 8,462 | 0 | 0 | 8,462 | ||||||||||||||||||
Total | $ | 1,770 | $ | 11,869 | $ | 965,077 | $ | 9,098 | $ | 3,020 | $ | 952,959 |
The Bancorp's allowance for loan losses impairment evaluation and loan receivables are summarized below at December 31, 2020: | ||||||||||||||||||||||||
Residential real estate | $ | 173 | $ | 2,038 | $ | 286,048 | $ | 868 | $ | 1,297 | $ | 283,883 | ||||||||||||
Home equity | 1 | 275 | 39,233 | 216 | 137 | 38,880 | ||||||||||||||||||
Commercial real estate | 1,089 | 4,317 | 298,257 | 6,190 | 151 | 291,916 | ||||||||||||||||||
Construction and land development | 0 | 1,405 | 93,562 | 0 | 0 | 93,562 | ||||||||||||||||||
Multifamily | 0 | 626 | 50,571 | 95 | 621 | 49,855 | ||||||||||||||||||
Farmland | 0 | 0 | 215 | 0 | 0 | 215 | ||||||||||||||||||
Commercial business | 512 | 1,996 | 158,140 | 1,086 | 1,160 | 155,894 | ||||||||||||||||||
Consumer | 0 | 26 | 1,025 | 0 | 0 | 1,025 | ||||||||||||||||||
Manufactured homes | 0 | 0 | 24,232 | 0 | 0 | 24,232 | ||||||||||||||||||
Government | 0 | 0 | 10,142 | 0 | 0 | 10,142 | ||||||||||||||||||
Total | $ | 1,775 | $ | 10,683 | $ | 961,425 | $ | 8,455 | $ | 3,366 | $ | 949,604 |
The Bancorp's impairment analysis is summarized below: |
Ending Balances | ||||||||||||||||||||||||
(Dollars in thousands) | Individually evaluated for impairment reserves | Collectively evaluated for impairment reserves | Loan receivables | Individually evaluated for impairment | Purchased credit impaired individually evaluated for impairment | Collectively evaluated for impairment | ||||||||||||||||||
The Bancorp's allowance for loan losses impairment evaluation and loan receivables are summarized below at June 30, 2022: | ||||||||||||||||||||||||
Residential real estate | $ | 31 | $ | 2,725 | $ | 459,151 | $ | 290 | $ | 2,057 | $ | 456,804 | ||||||||||||
Home equity | 3 | 370 | 35,672 | 21 | 133 | 35,518 | ||||||||||||||||||
Commercial real estate | 446 | 5,081 | 420,735 | 846 | 2,970 | 416,919 | ||||||||||||||||||
Construction and land development | - | 1,744 | 153,422 | - | 800 | 152,622 | ||||||||||||||||||
Multifamily | - | 1,128 | 248,495 | - | 2,940 | 245,555 | ||||||||||||||||||
Commercial business | 251 | 1,557 | 103,649 | 306 | 1,024 | 102,319 | ||||||||||||||||||
Consumer | - | 70 | 1,673 | - | 20 | 1,653 | ||||||||||||||||||
Manufactured homes | - | - | 37,693 | - | - | 37,693 | ||||||||||||||||||
Government | - | - | 8,081 | - | - | 8,081 | ||||||||||||||||||
Total | $ | 731 | $ | 12,675 | $ | 1,468,571 | $ | 1,463 | $ | 9,944 | $ | 1,457,164 |
The Bancorp's allowance for loan losses impairment evaluation and loan receivables are summarized below at December 31, 2021: |
Residential real estate | $ | 17 | $ | 2,463 | $ | 260,134 | $ | 755 | $ | 1,016 | $ | 258,363 | ||||||||||||
Home equity | 4 | 353 | 34,612 | 147 | 137 | 34,328 | ||||||||||||||||||
Commercial real estate | 386 | 5,129 | 317,145 | 1,600 | - | 315,545 | ||||||||||||||||||
Construction and land development | - | 2,119 | 123,822 | - | - | 123,822 | ||||||||||||||||||
Multifamily | - | 848 | 61,194 | - | 556 | 60,638 | ||||||||||||||||||
Commercial business | 277 | 1,732 | 115,772 | 524 | 1,073 | 114,175 | ||||||||||||||||||
Consumer | - | 15 | 582 | - | - | 582 | ||||||||||||||||||
Manufactured homes | - | - | 37,887 | - | - | 37,887 | ||||||||||||||||||
Government | - | - | 8,991 | - | - | 8,991 | ||||||||||||||||||
Total | $ | 684 | $ | 12,659 | $ | 960,139 | $ | 3,026 | $ | 2,782 | $ | 954,331 |
The Bancorp's credit quality indicators are summarized below at June 30, 2021 and December 31, 2020: | ||||||||||||||||||||
Credit Exposure - Credit Risk Portfolio By Creditworthiness Category | ||||||||||||||||||||
June 30, 2021 | ||||||||||||||||||||
(Dollars in thousands) | 1-5 | 6 | 7 | 8 | ||||||||||||||||
Loan Segment | Pass | Pass/monitor | Special mention | Substandard | Total | |||||||||||||||
Residential real estate | $ | 224,121 | $ | 36,446 | $ | 3,969 | $ | 4,113 | $ | 268,649 | ||||||||||
Home equity | 34,900 | 712 | 560 | 512 | 36,684 | |||||||||||||||
Commercial real estate | 233,022 | 59,866 | 13,801 | 8,398 | 315,087 | |||||||||||||||
Construction and land development | 80,521 | 19,971 | 3,662 | 0 | 104,154 | |||||||||||||||
Multifamily | 46,911 | 4,951 | 1,377 | 400 | 53,639 | |||||||||||||||
Farmland | 101 | 208 | 0 | 0 | 309 | |||||||||||||||
Commercial business | 127,244 | 20,092 | 1,162 | 916 | 149,414 | |||||||||||||||
Consumer | 544 | 0 | 0 | 0 | 544 | |||||||||||||||
Manufactured homes | 27,335 | 740 | 60 | 0 | 28,135 | |||||||||||||||
Government | 8,462 | 0 | 0 | 0 | 8,462 | |||||||||||||||
Total | $ | 783,161 | $ | 142,986 | $ | 24,591 | $ | 14,339 | $ | 965,077 |
The Bancorp's credit quality indicators are summarized below at June 30, 2022 and December 31, 2021: |
Credit Exposure - Credit Risk Portfolio By Creditworthiness Category | ||||||||||||||||
June 30, 2022 | ||||||||||||||||
(Dollars in thousands) | 1-6 | 7 | 8 | |||||||||||||
Loan Segment | Pass | Special mention | Substandard | Total | ||||||||||||
Residential real estate | $ | 451,077 | $ | 2,055 | $ | 6,019 | $ | 459,151 | ||||||||
Home equity | 34,648 | 400 | 624 | 35,672 | ||||||||||||
Commercial real estate | 403,000 | 10,890 | 6,845 | 420,735 | ||||||||||||
Construction and land development | 152,622 | 800 | 0 | 153,422 | ||||||||||||
Multifamily | 244,053 | 1,541 | 2,901 | 248,495 | ||||||||||||
Commercial business | 100,313 | 3,057 | 279 | 103,649 | ||||||||||||
Consumer | 1,673 | 0 | 0 | 1,673 | ||||||||||||
Manufactured homes | 37,693 | 0 | 0 | 37,693 | ||||||||||||
Government | 8,081 | 0 | 0 | 8,081 | ||||||||||||
Total | $ | 1,433,160 | $ | 18,743 | $ | 16,668 | $ | 1,468,571 |
December 31, 2020 | December 31, 2021 | |||||||||||||||||||||||||||||||||||
(Dollars in thousands) | 1-5 | 6 | 7 | 8 | 1-6 | 7 | 8 | |||||||||||||||||||||||||||||
Loan Segment | Pass | Pass/monitor | Special mention | Substandard | Total | Pass | Special mention | Substandard | Total | |||||||||||||||||||||||||||
Residential real estate | $ | 234,317 | $ | 41,805 | $ | 3,539 | $ | 6,387 | $ | 286,048 | $ | 253,472 | $ | 2,940 | $ | 3,722 | $ | 260,134 | ||||||||||||||||||
Home equity | 37,044 | 933 | 761 | 495 | 39,233 | 33,565 | 415 | 632 | 34,612 | |||||||||||||||||||||||||||
Commercial real estate | 222,892 | 55,202 | 11,983 | 8,180 | 298,257 | 301,572 | 12,011 | 3,562 | 317,145 | |||||||||||||||||||||||||||
Construction and land development | 77,855 | 12,055 | 3,652 | 0 | 93,562 | 120,192 | 3,630 | 0 | 123,822 | |||||||||||||||||||||||||||
Multifamily | 43,594 | 5,065 | 1,408 | 504 | 50,571 | 60,657 | 153 | 384 | 61,194 | |||||||||||||||||||||||||||
Farmland | 0 | 215 | 0 | 0 | 215 | |||||||||||||||||||||||||||||||
Commercial business | 135,671 | 20,067 | 1,341 | 1,061 | 158,140 | 113,470 | 1,915 | 387 | 115,772 | |||||||||||||||||||||||||||
Consumer | 1,025 | 0 | 0 | 0 | 1,025 | 582 | 0 | 0 | 582 | |||||||||||||||||||||||||||
Manufactured homes | 23,501 | 731 | 0 | 0 | 24,232 | 37,828 | 59 | 0 | 37,887 | |||||||||||||||||||||||||||
Government | 10,142 | 0 | 0 | 0 | 10,142 | 8,991 | 0 | 0 | 8,991 | |||||||||||||||||||||||||||
Total | $ | 786,041 | $ | 136,073 | $ | 22,684 | $ | 16,627 | $ | 961,425 | $ | 930,329 | $ | 21,123 | $ | 8,687 | $ | 960,139 |
The Bancorp has established a standard loan grading system to assist management, lenders and review personnel in their analysis and supervision of the loan portfolio. The use and application of these grades by the Bancorp is uniform and conforms to regulatory definitions. The loan grading system is as follows:
1 – Superior Quality
Loans in this category are substantially risk free. Loans fully collateralized by a Bank certificate of deposit or Bank deposits with a hold are substantially risk free.
2 – Excellent Quality
The borrower generates excellent and consistent cash flow for debt coverage, excellent average credit scores, excellent liquidity and net worth and are reputable operators with over 15 years experience. Current and debt to tangible net worth ratios are excellent. Loan to value is substantially below policy and collateral condition is excellent.
3 – Great Quality
The borrower generates more than sufficient cash flow to fund debt service and cash flow is improving. Average credit scores are very strong. Operators are reputable with significant years of experience. Liquidity, net worth, current and debt to tangible net worth ratios are very strong. Loan to value is significantly below policy and collateral condition is significantly above average.
4 – Above Average Quality
The borrower generates more than sufficient cash flow to fund debt service but cash flow trends may be stable or slightly declining. Average credit scores are strong. The borrower is a reputable operator with many years of experience. Liquidity, net worth, current and debt to tangible net worth ratios are strong. Loan to value is below policy and collateral condition is above average.
5 – Average Quality
Borrowers are considered creditworthy and can repay the debt in the normal course of business, however, cash flow trends may be inconsistent or fluctuating. Average credit scores are satisfactory and years of experience is acceptable. Liquidity and net worth are satisfactory. Current and debt to tangible net worth ratios are average. Loan to value is slightly below policy and the collateral condition is slightly above average.
6 – Pass
Borrowers are considered credit worthy but financial condition may show signs of weakness due to internal or external factors. Cash flow trends may be declining annually. Average credit scores may be low but remain acceptable. Borrower has limited years of experience. Liquidity, net worth, current and debt to tangible net worth ratios are below average. Loan to value is nearing policy limits and collateral condition is average.
7 – Special Mention
A special mention asset has identified weaknesses that deserve Management’s close attention. If left uncorrected, these weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. There is still adequate protection by the current sound worth and paying capacity of the obligor or of the collateral pledged. The Special Mention rating is viewed as transitional and will be monitored closely.
Loans in this category may exhibit some of the following risk factors. Cash flow trends may be consistently declining or may be questionable. Debt coverage ratios may be at or near 1:1. Average credit scores may be very weak or the borrower may have minimal years of experience. Liquidity, net worth, current and debt to tangible net worth ratios may be very weak. Loan to value may be at policy limits or may exceed policy limits. Collateral condition may be below average.
8 – Substandard
This classification consists of loans which are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged. Financial statements normally reveal some or all of the following: poor trends, lack of earnings and cash flow, excessive debt, lack of liquidity, and the absence of creditor protection. Loans are still considered collectible, but due to increased risks and defined weaknesses of the credit, some loss could be incurred in collection if the deficiencies are not corrected.
9– Doubtful
Such loans have been placed on nonaccrual status and may be heavily dependent upon collateral possessing a value that is difficult to determine or based upon some near-term event which lacks clear certainty. These loans have all of the weaknesses of those classified as Substandard; however, based on existing conditions, these weaknesses make full collection of the principal balance highly improbable.
10– Loss
Loans that are considered uncollectible and of such little value that continuing to carry them as assets is not warranted.
Performing loans are loans that are paying as agreed and are approximately less than ninety days past due on payments of interest and principal.
During the six months ending June 30, 2022, ten residential real estate loans totaling $974 thousand and one home equity loan totaling $7 thousand, were modified to include deferral of principal resulting in troubled debt restructuring classification. No trouble debt restructuring loans had subsequently defaulted during the six months ending June 30, 2022. During the six months ending June 30, 2021, 2two residential real estate loans to one customer totaling $150 thousand were modified to included deferral of principal resulting in troubled debt restructuring classification. NaNand one commercial real estate loan totaling $835 thousand was restructured with a reduced interest rate and extended amortization resulting in troubled debt restructuring classification. NaNclassifications. Two residential real estate trouble debt restructuring loans totaling $73 thousand had subsequently defaulted during the six months ending June 30, 2021.During the six months ending June, 2020, 1 commercial real estate loan totaling $148 thousand, 1 residential loan totaling $52 thousand and 1 home equity loan totaling $24 thousand were renewed as a troubled debt restructuring. NaN commercial business trouble debt restructuring loan totaling $294 thousand has subsequently defaulted during the six months ending June 30, 2020. All of the loans classified as troubled debt restructurings are also considered impaired. The valuation basis for the Bancorp’s troubled debt restructurings is based on the present value of cash flows, unless consistent cash flows are not present, then the fair value of the collateral securing the loan is the basis for valuation.
The Bancorp's individually evaluated impaired loans are summarized below: | ||||||||||||||||||||||||||||
For the six months ended | For the three months ended | |||||||||||||||||||||||||||
As of June 30, 2021 | June 30, 2021 | June 30, 2021 | ||||||||||||||||||||||||||
(Dollars in thousands) | Recorded Investment | Unpaid Principal Balance | Related Allowance | Average Recorded Investment | Interest Income Recognized | Average Recorded Investment | Interest Income Recognized | |||||||||||||||||||||
With no related allowance recorded: | ||||||||||||||||||||||||||||
Residential real estate | $ | 1,571 | $ | 2,904 | $ | - | $ | 1,735 | $ | 42 | $ | 1,655 | $ | 20 | ||||||||||||||
Home equity | 271 | 283 | - | 317 | 5 | 300 | 1 | |||||||||||||||||||||
Commercial real estate | 1,538 | 2,121 | - | 1,295 | 26 | 1,354 | 14 | |||||||||||||||||||||
Construction and land development | 0 | 0 | - | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Multifamily | 596 | 678 | - | 670 | 11 | 648 | 6 | |||||||||||||||||||||
Farmland | 0 | 0 | - | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Commercial business | 1,408 | 1,408 | - | 1,447 | 36 | 1,422 | 18 | |||||||||||||||||||||
Consumer | 0 | 0 | - | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Manufactured homes | 0 | 0 | - | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Government | 0 | 0 | - | 0 | 0 | 0 | 0 | |||||||||||||||||||||
With an allowance recorded: | ||||||||||||||||||||||||||||
Residential real estate | $ | 161 | $ | 161 | $ | 85 | $ | 198 | $ | 5 | $ | 162 | $ | 0 | ||||||||||||||
Home equity | 22 | 22 | 5 | 15 | 0 | 23 | 0 | |||||||||||||||||||||
Commercial real estate | 5,868 | 5,868 | 1,204 | 5,655 | 113 | 5,901 | 63 | |||||||||||||||||||||
Construction and land development | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Multifamily | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Farmland | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Commercial business | 683 | 683 | 476 | 719 | 22 | 704 | 11 | |||||||||||||||||||||
Consumer | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Manufactured homes | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Government | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Total: | ||||||||||||||||||||||||||||
Residential real estate | $ | 1,732 | $ | 3,065 | $ | 85 | $ | 1,933 | $ | 47 | $ | 1,817 | $ | 20 | ||||||||||||||
Home equity | $ | 293 | $ | 305 | $ | 5 | $ | 332 | $ | 5 | $ | 323 | $ | 1 | ||||||||||||||
Commercial real estate | $ | 7,406 | $ | 7,989 | $ | 1,204 | $ | 6,950 | $ | 139 | $ | 7,255 | $ | 77 | ||||||||||||||
Construction & land development | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||
Multifamily | $ | 596 | $ | 678 | $ | 0 | $ | 670 | $ | 11 | $ | 648 | $ | 6 | ||||||||||||||
Farmland | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||
Commercial business | $ | 2,091 | $ | 2,091 | $ | 476 | $ | 2,166 | $ | 58 | $ | 2,126 | $ | 29 | ||||||||||||||
Consumer | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||
Manufactured homes | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||
Government | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
The Bancorp’s individually evaluated impaired loans are summarized below.
(Dollars in thousands) | For the six months ended | For the three months ended | ||||||||||||||||||||||||||
(unaudited) | As of June 30, 2022 | June 30, 2022 | June 30, 2022 | |||||||||||||||||||||||||
Recorded Investment | Unpaid Principal Balance | Related Allowance | Average Recorded Investment | Interest Income Recognized | Average Recorded Investment | Interest Income Recognized | ||||||||||||||||||||||
With no related allowance recorded: | ||||||||||||||||||||||||||||
Residential real estate | $ | 2,057 | $ | 4,844 | $ | - | $ | 2,438 | $ | 155 | $ | 2,816 | $ | 125 | ||||||||||||||
Home equity | 133 | 253 | - | 214 | 13 | 191 | 6 | |||||||||||||||||||||
Commercial real estate | 2,970 | 3,236 | - | 2,448 | 220 | 3,290 | 210 | |||||||||||||||||||||
Construction and land development | 800 | 1,023 | - | 573 | 0 | 860 | 0 | |||||||||||||||||||||
Multifamily | 2,940 | 3,269 | - | 2,337 | 62 | 3,228 | 62 | |||||||||||||||||||||
Commercial business | 1,024 | 1,024 | - | 1,159 | 76 | 1,136 | 61 | |||||||||||||||||||||
Consumer | 20 | 20 | - | 14 | 0 | 21 | 0 | |||||||||||||||||||||
Manufactured homes | 0 | 0 | - | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Government | 0 | 0 | - | 0 | 0 | 0 | 0 | |||||||||||||||||||||
With an allowance recorded: | ||||||||||||||||||||||||||||
Residential real estate | $ | 290 | $ | 328 | $ | 31 | $ | 154 | $ | 9 | $ | 188 | $ | 6 | ||||||||||||||
Home equity | 21 | 21 | 3 | 21 | 1 | 21 | 0 | |||||||||||||||||||||
Commercial real estate | 846 | 847 | 446 | 844 | 0 | 849 | 0 | |||||||||||||||||||||
Construction and land development | 0 | - | - | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Multifamily | 0 | - | - | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Commercial business | 306 | 369 | 251 | 338 | 16 | 311 | 0 | |||||||||||||||||||||
Consumer | 0 | - | - | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Manufactured homes | 0 | - | - | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Government | 0 | - | - | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Total: | ||||||||||||||||||||||||||||
Residential real estate | $ | 2,347 | $ | 5,172 | $ | 31 | $ | 2,592 | $ | 164 | $ | 3,004 | $ | 131 | ||||||||||||||
Home equity | $ | 154 | $ | 274 | $ | 3 | $ | 235 | $ | 14 | $ | 212 | $ | 6 | ||||||||||||||
Commercial real estate | $ | 3,816 | $ | 4,083 | $ | 446 | $ | 3,292 | $ | 220 | $ | 4,139 | $ | 210 | ||||||||||||||
Construction & land development | $ | 800 | $ | 1,023 | $ | - | $ | 573 | $ | 0 | $ | 860 | $ | 0 | ||||||||||||||
Multifamily | $ | 2,940 | $ | 3,269 | $ | - | $ | 2,337 | $ | 62 | $ | 3,228 | $ | 62 | ||||||||||||||
Commercial business | $ | 1,330 | $ | 1,393 | $ | 251 | $ | 1,497 | $ | 92 | $ | 1,447 | $ | 61 | ||||||||||||||
Consumer | $ | 20 | $ | 20 | $ | - | $ | 14 | $ | 0 | $ | 21 | $ | 0 | ||||||||||||||
Manufactured homes | $ | - | $ | - | $ | - | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||
Government | $ | - | $ | - | $ | - | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
For the six months ended | For the three months ended | For the six months ended | For the three months ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2020 | June 30, 2020 | June 30, 2020 | As of December 31, 2021 | June 30, 2021 | June 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||
(Dollars in thousands) | Recorded Investment | Unpaid Principal Balance | Related Allowance | Average Recorded Investment | Interest Income Recognized | Average Recorded Investment | Interest Income Recognized | Recorded Investment | Unpaid Principal Balance | Related Allowance | Average Recorded Investment | Interest Income Recognized | Average Recorded Investment | Interest Income Recognized | ||||||||||||||||||||||||||||||||||||||||||
With no related allowance recorded: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Residential real estate | $ | 1,895 | $ | 3,228 | $ | - | $ | 2,107 | $ | 49 | $ | 2,090 | $ | 25 | $ | 1,683 | $ | 3,017 | $ | - | $ | 1,735 | $ | 42 | $ | 1,817 | $ | 20 | ||||||||||||||||||||||||||||
Home equity | 352 | 363 | - | 384 | 9 | 362 | 4 | 262 | 275 | - | 317 | 5 | 341 | 1 | ||||||||||||||||||||||||||||||||||||||||||
Commercial real estate | 1,177 | 1,761 | - | 1,379 | 47 | 1,295 | 34 | 765 | 765 | - | 1,295 | 26 | 1,174 | 14 | ||||||||||||||||||||||||||||||||||||||||||
Construction & land development | 0 | 0 | - | 0 | 0 | 0 | 0 | 0 | 0 | - | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Multifamily | 716 | 798 | - | 784 | 14 | 775 | 7 | 556 | 647 | - | 670 | 11 | 708 | 6 | ||||||||||||||||||||||||||||||||||||||||||
Farmland | 0 | 0 | - | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||
Commercial business | 1,497 | 1,514 | - | 1,588 | 40 | 1,475 | 23 | 1,205 | 1,324 | - | 1,447 | 36 | 1,467 | 18 | ||||||||||||||||||||||||||||||||||||||||||
Consumer | 0 | 0 | - | 0 | 0 | 0 | 0 | 0 | 0 | - | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Manufactured homes | 0 | 0 | - | 0 | 0 | 0 | 0 | 0 | 0 | - | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Government | 0 | 0 | - | 0 | 0 | 0 | 0 | 0 | 0 | - | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
With an allowance recorded: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Residential real estate | $ | 270 | $ | 314 | $ | 173 | $ | 107 | $ | 1 | $ | 120 | $ | 0 | $ | 88 | $ | 88 | $ | 17 | $ | 198 | $ | 5 | $ | 165 | $ | 0 | ||||||||||||||||||||||||||||
Home equity | 1 | 9 | 1 | 5 | 0 | 0 | 0 | 22 | 22 | 4 | 15 | 0 | 23 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Commercial real estate | 5,164 | 5,164 | 1,089 | 67 | 1 | 92 | 1 | 835 | 835 | 386 | 5,655 | 113 | 5,901 | 63 | ||||||||||||||||||||||||||||||||||||||||||
Construction & land development | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | - | - | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Multifamily | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | - | - | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Farmland | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||
Commercial business | 749 | 749 | 512 | 676 | 19 | 826 | 16 | 392 | 392 | 277 | 719 | 22 | 704 | 11 | ||||||||||||||||||||||||||||||||||||||||||
Consumer | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | - | - | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Manufactured homes | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | - | - | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Government | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | - | - | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Total: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Residential real estate | $ | 2,165 | $ | 3,542 | $ | 173 | $ | 2,214 | $ | 50 | $ | 2,210 | $ | 25 | $ | 1,771 | $ | 3,105 | $ | 17 | $ | 1,933 | $ | 47 | $ | 1,982 | $ | 20 | ||||||||||||||||||||||||||||
Home equity | $ | 353 | $ | 372 | $ | 1 | $ | 389 | $ | 9 | $ | 362 | $ | 4 | $ | 284 | $ | 297 | $ | 4 | $ | 332 | $ | 5 | $ | 364 | $ | 1 | ||||||||||||||||||||||||||||
Commercial real estate | $ | 6,341 | $ | 6,925 | $ | 1,089 | $ | 1,446 | $ | 48 | $ | 1,387 | $ | 35 | $ | 1,600 | $ | 1,600 | $ | 386 | $ | 6,950 | $ | 139 | $ | 7,075 | $ | 77 | ||||||||||||||||||||||||||||
Construction & land development | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | - | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||||||||
Multifamily | $ | 716 | $ | 798 | $ | 0 | $ | 784 | $ | 14 | $ | 775 | $ | 7 | $ | 556 | $ | 647 | $ | - | $ | 670 | $ | 11 | $ | 708 | $ | 6 | ||||||||||||||||||||||||||||
Farmland | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||||||||||||||||||||||
Commercial business | $ | 2,246 | $ | 2,263 | $ | 512 | $ | 2,264 | $ | 59 | $ | 2,301 | $ | 39 | $ | 1,597 | $ | 1,716 | $ | 277 | $ | 2,166 | $ | 58 | $ | 2,171 | $ | 29 | ||||||||||||||||||||||||||||
Consumer | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | - | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||||||||
Manufactured homes | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | - | $ | - | $ | - | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||||||||
Government | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | - | $ | - | $ | - | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
The Bancorp's age analysis of past due loans is summarized below: |
(Dollars in thousands) | 30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days Past Due | Total Past Due | Current | Total Loans | Recorded Investments Greater than 90 Days Past Due and Accruing | |||||||||||||||||||||
June 30, 2022 | ||||||||||||||||||||||||||||
Residential real estate | $ | 2,137 | $ | 2,306 | $ | 3,260 | $ | 7,703 | $ | 451,448 | $ | 459,151 | $ | 610 | ||||||||||||||
Home equity | 114 | 7 | 527 | 648 | 35,024 | 35,672 | 0 | |||||||||||||||||||||
Commercial real estate | 135 | 1,734 | 2,477 | 4,346 | 416,389 | 420,735 | 517 | |||||||||||||||||||||
Construction and land development | 337 | 56 | 0 | 393 | 153,029 | 153,422 | 0 | |||||||||||||||||||||
Multifamily | 24 | 307 | 109 | 440 | 248,055 | 248,495 | 0 | |||||||||||||||||||||
Commercial business | 1,706 | 1,205 | 281 | 3,192 | 100,457 | 103,649 | 81 | |||||||||||||||||||||
Consumer | 4 | 0 | 0 | 4 | 1,669 | 1,673 | 0 | |||||||||||||||||||||
Manufactured homes | 230 | 334 | 0 | 564 | 37,129 | 37,693 | 0 | |||||||||||||||||||||
Government | 0 | 0 | 0 | 0 | 8,081 | 8,081 | 0 | |||||||||||||||||||||
Total | $ | 4,687 | $ | 5,949 | $ | 6,654 | $ | 17,290 | $ | 1,451,281 | $ | 1,468,571 | $ | 1,208 | ||||||||||||||
December 31, 2021 | ||||||||||||||||||||||||||||
Residential real estate | $ | 2,507 | $ | 824 | $ | 2,142 | $ | 5,473 | $ | 254,661 | $ | 260,134 | $ | 31 | ||||||||||||||
Home equity | 169 | 67 | 565 | 801 | 33,811 | 34,612 | 34 | |||||||||||||||||||||
Commercial real estate | 231 | 1,960 | 944 | 3,135 | 314,010 | 317,145 | 91 | |||||||||||||||||||||
Construction and land development | 5,148 | 283 | 0 | 5,431 | 118,391 | 123,822 | 0 | |||||||||||||||||||||
Multifamily | 0 | 0 | 109 | 109 | 61,085 | 61,194 | 0 | |||||||||||||||||||||
Commercial business | 573 | 1,594 | 242 | 2,409 | 113,363 | 115,772 | 49 | |||||||||||||||||||||
Consumer | 0 | 3 | 0 | 3 | 579 | 582 | 0 | |||||||||||||||||||||
Manufactured homes | 633 | 171 | 0 | 804 | 37,083 | 37,887 | 0 | |||||||||||||||||||||
Government | 0 | 0 | 0 | 0 | 8,991 | 8,991 | 0 | |||||||||||||||||||||
Total | $ | 9,261 | $ | 4,902 | $ | 4,002 | $ | 18,165 | $ | 941,974 | $ | 960,139 | $ | 205 |
The Bancorp's age analysis of past due loans is summarized below: | ||||||||||||||||||||||||||||
(Dollars in thousands) | 30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days Past Due | Total Past Due | Current | Total Loans | Recorded Investments Greater than 90 Days Past Due and Accruing | |||||||||||||||||||||
June 30, 2021 | ||||||||||||||||||||||||||||
Residential real estate | $ | 1,894 | $ | 1,191 | $ | 2,396 | $ | 5,481 | $ | 263,168 | $ | 268,649 | $ | 79 | ||||||||||||||
Home equity | 398 | 47 | 413 | 858 | 35,826 | 36,684 | 0 | |||||||||||||||||||||
Commercial real estate | 619 | 488 | 1,421 | 2,528 | 312,559 | 315,087 | 95 | |||||||||||||||||||||
Construction and land development | 328 | 0 | 42 | 370 | 103,784 | 104,154 | 41 | |||||||||||||||||||||
Multifamily | 256 | 0 | 120 | 376 | 53,263 | 53,639 | 0 | |||||||||||||||||||||
Farmland | 0 | 0 | 0 | 0 | 309 | 309 | 0 | |||||||||||||||||||||
Commercial business | 1,316 | 0 | 215 | 1,531 | 147,883 | 149,414 | 33 | |||||||||||||||||||||
Consumer | 1 | 0 | 0 | 1 | 543 | 544 | 0 | |||||||||||||||||||||
Manufactured homes | 249 | 109 | 0 | 358 | 27,777 | 28,135 | 0 | |||||||||||||||||||||
Government | 0 | 0 | 0 | 0 | 8,462 | 8,462 | 0 | |||||||||||||||||||||
Total | $ | 5,061 | $ | 1,835 | $ | 4,607 | $ | 11,503 | $ | 953,574 | $ | 965,077 | $ | 248 | ||||||||||||||
December 31, 2020 | ||||||||||||||||||||||||||||
Residential real estate | $ | 2,797 | $ | 1,119 | $ | 4,875 | $ | 8,791 | $ | 277,257 | $ | 286,048 | $ | 80 | ||||||||||||||
Home equity | 616 | 323 | 416 | 1,355 | 37,878 | 39,233 | 29 | |||||||||||||||||||||
Commercial real estate | 1,172 | 237 | 680 | 2,089 | 296,168 | 298,257 | 437 | |||||||||||||||||||||
Construction and land development | 471 | 0 | 20 | 491 | 93,071 | 93,562 | 20 | |||||||||||||||||||||
Multifamily | 94 | 266 | 150 | 510 | 50,061 | 50,571 | 0 | |||||||||||||||||||||
Farmland | 0 | 0 | 0 | 0 | 215 | 215 | 0 | |||||||||||||||||||||
Commercial business | 845 | 96 | 269 | 1,210 | 156,930 | 158,140 | 0 | |||||||||||||||||||||
Consumer | 2 | 0 | 0 | 2 | 1,023 | 1,025 | 0 | |||||||||||||||||||||
Manufactured homes | 303 | 173 | 0 | 476 | 23,756 | 24,232 | 0 | |||||||||||||||||||||
Government | 380 | 0 | 0 | 380 | 9,762 | 10,142 | 0 | |||||||||||||||||||||
Total | $ | 6,680 | $ | 2,214 | $ | 6,410 | $ | 15,304 | $ | 946,121 | $ | 961,425 | $ | 566 |
The Bancorp's loans on nonaccrual status are summarized below: |
The Bancorp's loans on nonaccrual status are summarized below: | ||||||||||||||||
(Dollars in thousands) | June 30, 2022 | December 31, 2021 | ||||||||||||||
June 30, 2021 | December 31, 2020 | |||||||||||||||
Residential real estate | $ | 4,180 | $ | 6,390 | $ | 4,975 | $ | 4,651 | ||||||||
Home equity | 495 | 476 | 610 | 623 | ||||||||||||
Commercial real estate | 6,521 | 5,390 | 2,594 | 940 | ||||||||||||
Construction and land development. | 0 | 0 | ||||||||||||||
Construction and land development | 0 | 0 | ||||||||||||||
Multifamily | 400 | 504 | 369 | 455 | ||||||||||||
Farmland | 0 | 0 | ||||||||||||||
Commercial business | 429 | 1,039 | 265 | 387 | ||||||||||||
Consumer | 0 | 0 | 0 | 0 | ||||||||||||
Manufactured homes | 0 | 0 | 0 | 0 | ||||||||||||
Government | 0 | 0 | 0 | 0 | ||||||||||||
Total | $ | 12,025 | $ | 13,799 | $ | 8,813 | $ | 7,056 |
As a result of acquisition activity, the Bancorp acquired loans for which there was evidence of credit quality deterioration since origination and it was determined that it was probable that the Bancorp would be unable to collect all contractually required principal and interest payments. At June 30, 2021,2022, total purchased credit impaired loans with unpaid principal balances totaled $5.0$11.9 million with a recorded investment of $3.0$9.9 million. At December 31, 2020,2021, purchased credit impaired loans with unpaid principal balances totaled $5.4$4.2 million with a recorded investment of $3.4$2.8 million.
Accretable interest taken from the purchase credit impaired portfolio, or income recorded for the six months ended June 30, is as follows: | ||||
(dollars in thousands) | Total | |||
2020 | $ | 57 | ||
2021 | 21 |
Accretable interest taken from the purchase credit impaired portfolio, or income recorded for the three months ended June 30, is as follows: | ||||
(dollars in thousands) | Total | |||
2020 | $ | 28 | ||
2021 | 0 |
The accretable interest portionAs part of the purchase credit impaired portfolio has fully amortizedfair value of loans receivable, there was a net fair value discount for loans acquired of $6.0 million at June 30, 2022, compared to $1.1 million at December 31, 2021.
Accretable yield, or income recorded for the six
Accretable yield, or income recorded for the three months ended June 30, is as follows: |
(dollars in thousands) | Total | Total | ||||||
2020 | $ | 975 | ||||||
2021 | 605 | $ | 300 | |||||
2022 | 440 |
Accretable yield, or income recorded for the six months ended June 30, is as follows: (dollars in thousands) Total Total 2020 2021 2022 Accretable yield, or income expected to be recorded in the future is as follows: (dollars in thousands) Total Total 2021 2022 Remainder 2022 2023 2024 2025 2026 and thereafter Total (Dollars in thousands) June 30, 2021 December 31, 2020 Residential real estate Commercial business Total Note 6 – Intangibles and Acquisition Related Accounting The Bancorp established a goodwill balance totaling $11.5 million with the acquisition of RYFL, and also maintains goodwill balances totaling $11.1 million from In addition to goodwill, a core deposit Amortization recorded for the six months ended June 30, 2021 is as follows: (dollars in thousands) Total Current period The amortization recorded for the three months ended June 30, is as follows: Amortization recorded for the three months ended June 30, 2021 is as follows: (dollars in thousands) Total Current period (dollars in thousands) Total 2021 2022 Amortization to be recorded in future periods, is as follows: (dollars in thousands Total Remainder 2021 2022 2023 2024 2025 Total The amortization recorded for the six months ended June 30, is as follows: (dollars in thousands) Total 2021 2022 Amortization to be recorded in future periods, is as follows: (dollars in thousands) Total Current year 2023 2024 2025 2026 5 years and thereafter Total For the RYFL acquisition, as part of the fair value of certificates of deposit, a fair value premium was established of $1.0 million. Approximately $175 thousand and $304 thousand of amortization was taken as income during the three and six months ended June 30, 2022, respectively. It is estimated amortization to be recorded in future periods is as follows; an additional $237 thousand in 2022, $217 thousand in 2023, $124 thousand in 2024, $72 thousand in 2025, and $55 thousand thereafter. Note 7 - Concentrations of Credit Risk The primary lending area of the Bancorp encompasses Lake County in northwest Indiana and Cook County in northeast Illinois, where collectively a majority of loan activity is concentrated. The Bancorp is also an active lender in Porter County, and to a lesser extent, LaPorte, Newton and Jasper counties in Indiana; and DuPage, Lake, and Will counties in Illinois. Substantially all loans are secured by specific items of collateral including residences, commercial real estate, land development, business assets and consumer assets. Note 8 - Earnings per Share Earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding. A reconciliation of the numerators and denominators of the basic and diluted earnings per common share computations for the three and six months ended June 30, Three Months Ended Six Months Ended (Dollars in thousands, except per share data) June 30, June 30, (dollars in thousands except per share data) Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 2022 2021 2022 2021 Basic earnings per common share: Net income as reported Weighted average common shares outstanding Basic earnings per common share Diluted earnings per common share: Net income as reported Weighted average common shares outstanding Add: Dilutive effect of unvested restricted stock awards Weighted average common and dilutive potential common shares outstanding Diluted earnings per common share Note 9 - Stock Based Compensation The Bancorp’s 2015 Stock Option and Incentive Plan (the “Plan”), which was adopted by the Bancorp’s Board of Directors on February 27, 2015, and approved by the Bancorp’s shareholders on April 24, 2015, permits the grant of equity awards for up to 250,000 shares of common stock. Awards granted under the Plan may be in the form of incentive stock options, non-qualified stock options, restricted stock, unrestricted stock, performance shares, or performance units. As required by the Stock Compensation Topic, companies are required to record compensation cost for stock options and awards provided to employees in return for employment service. For the three months ended June 30, 2022, stock based compensation expense of $163 thousand was recorded, compared to $139 thousand for the three months ended June 30, 2021. For the six months ended June 30, Non-vested Shares Shares Weighted Shares Weighted Non-vested at January 1, 2020 Non-vested at January 1, 2022 Granted Vested Forfeited Non-vested at December 31, 2020 Non-vested at January 1, 2021 Granted Vested Forfeited Non-vested at June 30, 2021 Non-vested at June 30, 2022 Note 10 – Change in Accounting Principles In December 2019, the FASB issued ASU 2019-12 which remove specific exceptions to the general principles in Topic 740 in GAAP. It eliminates the need for an organization to analyze whether the following apply in a given period: exception to the incremental approach for intraperiod tax allocation; exceptions to accounting for basis differences where there are ownership changes in foreign investments; and exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. It also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacts changes in tax laws in interim periods. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Bancorp adopted ASU 2019-12 on January 1, 2021 and it did not have a material impact on its accounting and disclosures. Note 11 - Upcoming Accounting Standards In June 2016, FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The ASU includes increased disclosures and various changes to the accounting and measurement of financial assets including the Bancorp’s loans and available-for-sale debt securities. Each financial asset presented on the balance sheet would have a unique allowance for credit losses valuation account that is deducted from the amortized cost basis to present the net carrying value at the amount expected to be collected on the financial asset. The amendments in this ASU also eliminate the probable initial recognition threshold in current GAAP and instead, reflect an entity’s current estimate of all expected credit losses using reasonable and supportable forecasts. In October 2019, the FASB voted and approved proposed changes to the effective date of this ASU for smaller reporting companies, such as the Bancorp, and other non-SEC reporting entities. The approval changed the effective date of the ASU to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. The new credit loss guidance will be effective for the In March 2020, the FASB issued ASU 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 to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract 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 global market-wide reference rate transition period. In January 2021, the FASB issued ASU 2021-01 which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The guidance is effective for all entities as of March 12, 2020, through December 31, 2022. The Bancorp is implementing a transition plan to identify and modify its loans and other financial instruments with attributes that are either directly or indirectly influenced by LIBOR. The Bancorp believes the adoption of this guidance on activities after December 31, 2020, through December 31, 2022, will not have a material impact on the consolidated financial statements. In October 2021, the FASB issued ASU 2021-08 related to accounting for acquired revenue contracts with customers in a business combination. The amendments in this update address diversity in practice and inconsistency related to recognition of an acquired contract liability and the effect of payment terms on subsequent revenue recognition for the acquirer. This update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We plan to adopt this pronouncement for our fiscal year beginning January 1, 2023, and we do not expect it to have a material effect on our consolidated financial statements. In March 2022, the FASB issued ASU 2022-01 related to the portfolio layer method of hedge accounting. The amendments in this update clarify the accounting and promote consistency in reporting for hedges where the portfolio layer method is applied. This update is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. As we currently do not have items accounted for under the portfolio layer method of hedge accounting, we do not expect the update to have an effect on our consolidated financial statements. In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which addresses and amends areas identified by the FASB as part of its post-implementation review of the accounting standard that introduced the CECL model. The amendments eliminate the accounting guidance for troubled debt restructurings by companies that have adopted the CECL model and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require disclosure of current-period gross writeoffs for financing receivables and net investment in leases by year of origination in the vintage disclosures. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for entities that have adopted the CECL accounting standard. Early adoption, however, is permitted if an entity has adopted the CECL accounting standard. The Bancorp is assessing ASU 2022-02 and its impact on its accounting and disclosures. In June 2022, the FASB issued ASU No.2022-03 “Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This guidance is effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Bancorp has assessed ASU 2022-03 and does not expect it to have a material impact on its accounting and disclosures. Note 12 – Derivative Financial Instruments The Bancorp uses derivative financial instruments to help manage exposure to interest rate risk and the effects that changes in interest rates may have on net income and the fair value of assets and liabilities. The Bancorp has certain interest rate derivative positions that are not designated as hedging instruments. Derivative assets and liabilities are recorded at fair value on the Consolidated Balance Sheet and do not take into account the effects of master netting agreements. Master netting agreements allow the Bancorp to settle all derivative contracts held with a single counterparty on a net basis, and to offset net derivative positions with related collateral, where applicable. These derivative positions relate to transactions in which the Bancorp enters into an interest rate swap with a client while at the same time entering into an offsetting interest rate swap with another financial institution. In connection with each transaction, the Bancorp agrees to pay interest to the client on a notional amount at a variable interest rate and receive interest from the client on the same notional amount at a fixed interest rate. At the same time, the Bancorp agrees to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows the client to effectively convert a variable rate loan to a fixed rate. Because the terms of the swaps with the customers and the other financial institutions offset each other, with the only difference being counterparty credit risk, changes in the fair value of the underlying derivative contracts are not materially different and do not significantly impact the Bancorp’s results of operations. The Bancorp enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (i.e., interest rate lock commitment). The interest rate lock commitments are considered derivatives and are recorded on the accompanying consolidated balance sheets at fair value in accordance with FASB ASC 815, Derivatives and Hedging. The following table shows the amounts of non-hedging derivative financial instruments: June 30, 2022 Asset derivatives Liability derivatives (Dollars in thousands) Notational or contractual amount Statement of Financial Condition classification Fair value Statement of Financial Condition classification Fair value Interest rate swap contracts Other assets Other liabilties Interest rate lock commitments Other assets Total June 30, 2021 (Unaudited) Notational or contractual Asset derivatives Liability derivatives (Dollars in thousands) amount Statement of Financial Condition classification Fair value Statement of Financial Condition classification Fair value Interest rate swap contracts Other assets Other liabilties Interest rate lock commitments Other assets Total December 31, 2020 December 31, 2021 December 31, 2021 Notational or contractual Asset derivatives Liability derivatives Asset derivatives Liability derivatives (Dollars in thousands) amount Statement of Financial Condition classification Fair value Statement of Financial Condition classification Fair value Notational or contractual amount Statement of Financial Condition classification Fair value Statement of Financial Condition classification Fair value Interest rate swap contracts Other assets Other liabilties Other assets Other liabilties Interest rate lock commitments Other assets Other assets Total The following table shows the amounts included in the Statements of Income for non-hedging derivative financial instruments: Six Months Ended Three Months Ended Six Months Ended (Unaudited) June 31, June 31, June 30, (Dollars in thousands) Statement of Income Classification 2021 2020 2021 2020 Statement of Income Classification 2022 2021 Interest rate swap contracts Fees and service charges Fees and service charges Interest rate lock commitments Gain on sale of loans held-for-sale, net Gain on sale of loans held-for-sale, net Total Total Total Three Months Ended June 30, (Dollars in thousands) Statement of Income Classification 2022 2021 Interest rate swap contracts Fees and service charges Interest rate lock commitments Gain on sale of loans held-for-sale, net Total The following table shows the offsetting of financial assets and derivative assets: Gross Amounts not Offset in the Gross Amounts not Offset in the Statement of Financial Condition Statement of Financial Condition (Unaudited) Gross Amounts Offset in Net Amounts of Assets Presented (Dollars in thousands) Gross Amounts of Recognized Assets the Statement of Financial Condition in the Statement of Financial Condition Financial Instruments Cash Collateral Received Net Amount Gross Amounts of Recognized Assets Gross Amounts Offset in the Statement of Financial Condition Net Amounts of Assets Presented in the Statement of Financial Condition Financial Instruments Cash Collateral Received Net Amount June 30, 2021 June 30, 2022 Interest rate swap contracts Interest rate lock commitments Total Gross Amounts not Offset in the Statement of Financial Condition Gross Amounts not Offset in the Gross Amounts Offset in Net Amounts of Liabilities Presented Statement of Financial Condition (Dollars in thousands) Gross Amounts of Recognized Assets the Statement of Financial Condition in the Statement of Financial Condition Financial Instruments Cash Collateral Received Net Amount Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Statement of Financial Condition Net Amounts of Liabilities Presented in the Statement of Financial Condition Financial Instruments Cash Collateral Received Net Amount December 31, 2020 December 31, 2021 Interest rate swap contracts Interest rate lock commitments Total The following table shows the offsetting of financial liabilities and derivative liabilities: Gross Amounts not Offset in the Gross Amounts not Offset in the Statement of Financial Condition Statement of Financial Condition (Unaudited) Gross Amounts Offset in Net Amounts of Liabilities Presented (Dollars in thousands) Gross Amounts of Recognized Liabilities the Statement of Financial Condition in the Statement of Financial Condition Financial Instruments Cash Collateral Pledged Net Amount Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Statement of Financial Condition Net Amounts of Liabilities Presented in the Statement of Financial Condition Financial Instruments Cash Collateral Pledged Net Amount June 30, 2021 June 30, 2022 Interest rate swap contracts Total Gross Amounts not Offset in the Statement of Financial Condition Gross Amounts not Offset in the Gross Amounts Offset in Net Amounts of Liabilities Presented Statement of Financial Condition (Dollars in thousands) Gross Amounts of Recognized Liabilities the Statement of Financial Condition in the Statement of Financial Condition Financial Instruments Cash Collateral Pledged Net Amount Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Statement of Financial Condition Net Amounts of Liabilities Presented in the Statement of Financial Condition Financial Instruments Cash Collateral Pledged Net Amount December 31, 2020 December 31, 2021 Interest rate swap contracts Total Note 13 - Fair Value The Fair Value Measurements Topic establishes a hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Topic describes three levels of inputs that may be used to measure fair value: 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 fair values of securities available-for-sale are determined on a recurring basis by obtaining quoted prices on nationally recognized securities exchanges or pricing models utilizing significant observable inputs such as matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. Different judgments and assumptions used in pricing could result in different estimates of value. In certain cases where market data is not readily available because of a lack of market activity or little public disclosure, values may be based on unobservable inputs and classified in Level 3 of the fair value hierarchy. At the end of each reporting period, securities held in the investment portfolio are evaluated on an individual security level for other-than-temporary impairment in accordance with GAAP. Impairment is other-than-temporary if the decline in the fair value is below its amortized cost and it is probable that all amounts due according to the contractual terms of a debt security will not be received. Significant judgments are required in determining impairment, which include making assumptions regarding the estimated prepayments, loss assumptions and the change in interest rates. The Bancorp considers the following factors when determining an other-than-temporary impairment for a security: the length of time and the extent to which the market value has been less than amortized cost; the financial condition and near-term prospects of the issuer; the underlying fundamentals of the relevant market and the outlook for such market for the near future; an assessment of whether the Bancorp (1) has the intent to sell the debt securities or (2) more likely than not will be required to sell the debt securities before their anticipated market recovery. If either of these conditions is met, management will recognize other-than-temporary impairment. If, in management’s judgment, an other-than-temporary impairment exists, the cost basis of the security will be written down for the credit loss, and the unrealized loss will be transferred from accumulated other comprehensive loss as an immediate reduction of current earnings. The table below shows the credit loss roll forward on a year-to-date basis for the Bancorp’s pooled (Dollars in Thousands) Collateralized debt obligations other-than-temporary (Dollars in thousands) impairment Ending balance, December 31, 2020 Additions not previously recognized Ending balance, June 30, 2021 (Dollars in thousands) Collateralized debt obligations other-than-temporary impairment Ending balance, December 31, 2021 Additions not previously recognized Ending balance, June 30, 2022 At June 30, Assets and Liabilities Measured at Fair Value on a Recurring Basis There were no transfers to or from Levels 1 and 2 during the six months ended June 30, (Dollars in thousands) Fair Value Measurements at June 30, 2022 Using Fair Value Measurements at June 30, 2021 Using (Dollars in thousands) Estimated Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Estimated Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets: Interest rate swap contracts Interest rate lock commitments Available-for-sale debt securities: U.S. government sponsored entities U.S. treasury securities Collateralized mortgage obligations and residential mortgage-backed securities Municipal securities Collateralized debt obligations Total securities available-for-sale Liabilities: Interest rate swap contracts (Dollars in thousands) Fair Value Measurements at December 31, 2021 Using Fair Value Measurements at December 31, 2020 Using (Dollars in thousands) Estimated Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Estimated Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets: Interest rate swap contracts Interest rate lock commitments Available-for-sale debt securities: Money market fund U.S. government sponsored entities U.S. treasury securities Collateralized mortgage obligations and residential mortgage-backed securities Municipal securities Collateralized debt obligations Total securities available-for-sale Liabilities: Interest rate swap contracts A roll forward of available-for-sale securities, which require significant adjustment based on unobservable data, are presented in the following table: (Dollars in thousands) Estimated Fair Value Available-for- (Dollars in thousands) Beginning balance, January 1, 2020 Principal payments Total unrealized losses, included in other comprehensive income Ending balance, December 31, 2020 Estimated Fair Value Available-for- Beginning balance, January 1, 2021 Principal payments Total unrealized gains, included in other comprehensive income Ending balance, June 30, 2021 Beginning balance, January 1, 2022 Principal payments Total unrealized gains, included in other comprehensive income Ending balance, June 30, 2022 Assets measured at fair value on a non-recurring basis are summarized below: (Dollars in thousands) (Dollars in thousands) Fair Value Measurements at June 30, 2022 Using Fair Value Measurements at June 30, 2021 Using (Dollars in thousands) Estimated Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Estimated Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Impaired loans Foreclosed real estate (Dollars in thousands) (Dollars in thousands) Fair Value Measurements at December 31, 2021 Using Fair Value Measurements at December 31, 2020 Using (Dollars in thousands) Estimated Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Estimated Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Impaired loans Foreclosed real estate Fair value is determined, where possible, using market prices derived from an appraisal or evaluation, which are considered to be Level 2 inputs. However, certain assumptions and unobservable inputs are often used by the appraiser, therefore, qualifying the assets as Level 3 in the fair value hierarchy. The fair value of foreclosed real estate is similarly determined by using the results of recent real estate appraisals. The numerical range of unobservable inputs for these valuation assumptions is not meaningful to this presentation. The following table shows carrying values and related estimated fair values of financial instruments as of the dates indicated. Estimated fair values are further categorized by the inputs used to measure fair value. Items that are not financial instruments are not included. June 30, 2021 Estimated Fair Value Measurements at March 31, 2021 Using June 30, 2022 Estimated Fair Value Measurements at June 30, 2022 Using (Dollars in thousands) Carrying Estimated Quoted Prices in Identical Assets Significant Significant Carrying Estimated Quoted Prices in Identical Assets Significant Significant Financial assets: Cash and cash equivalents Certificates of deposit in other financial institutions Securities available-for-sale Loans held-for-sale Loans receivable, net Federal Home Loan Bank stock Interest rate swap agreements Accrued interest receivable Financial liabilities: Non-interest bearing deposits Interest bearing deposits Repurchase agreements Interest rate swap agreements Accrued interest payable December 31, 2020 Estimated Fair Value Measurements at December 31, 2020 Using (Dollars in thousands) Carrying Estimated Quoted Prices in Identical Assets Significant Significant Financial assets: Cash and cash equivalents Certificates of deposit in other financial institutions Securities available-for-sale Loans held-for-sale Loans receivable, net Federal Home Loan Bank stock Interest rate swap agreements Accrued interest receivable Financial liabilities: Non-interest bearing deposits Interest bearing deposits Repurchase agreements Borrowed funds Interest rate swap agreements Accrued interest payable December 31, 2021 Estimated Fair Value Measurements at December 31, 2021 Using (Dollars in thousands) Carrying Estimated Quoted Prices in Identical Assets Significant Significant Financial assets: Cash and cash equivalents Certificates of deposit in other financial institutions Loans held-for-sale Loans receivable, net Federal Home Loan Bank stock Accrued interest receivable Financial liabilities: Non-interest bearing deposits Interest bearing deposits Repurchase agreements Accrued interest payable The following methods were used to estimate the fair value of financial instruments presented in the preceding table for the periods ended June 30, Cash and cash equivalent carrying amounts approximate fair value. Certificates of deposits in other financial institutions carrying amounts approximate fair value (Level 2). The fair values of securities available-for-sale are obtained from broker pricing (Level 2), with the exception of collateralized debt obligations, which are valued by a third-party specialist (Level 3). Loans held-for-sale comprise residential mortgages and are priced based on values established by the secondary mortgage markets (Level 1). The estimated fair value for net loans receivable is based on the exit price notion which is the exchange price that would be received to transfer the loans at the most advantageous market price in an orderly transaction between market participants on the measurement date (Level 3). Federal Home Loan Bank stock is estimated at book value due to restrictions that limit the sale or transfer of the security. Interest rate swap agreements, both assets and liabilities, are valued by a third-party pricing agent using an income approach (Level 2). Fair values of accrued interest receivable and payable approximate book value, as the carrying values are determined using the observable interest rate, balance, and last payment date. Non-interest and interest bearing deposits, which include checking, savings, and money market deposits, are estimated to have fair values based on the amount payable as of the reporting date (Level 1). The fair value of fixed-maturity certificates of deposit (included in interest bearing deposits) are based on estimates of the rate the Bancorp would pay on similar deposits, applied for the time period until maturity (Level 2). Estimated fair values for short-term repurchase agreements, which represent sweeps from demand deposits to accounts secured by pledged securities, are estimated based on the amount payable as of the reporting date (Level 1). Longer-term repurchase agreements, with contractual maturity dates of three months or more, are based on estimates of the rate the Bancorp would pay on similar deposits, applied for the time period until maturity (Level 2). Short-term borrowings are generally only held overnight, therefore, their carrying amount is a reasonable estimate of fair value (Level 1). The fair value of FHLB Advances are estimated by discounting the future cash flows using quoted rates from the FHLB for similar advances with similar maturities (Level 2). The estimated fair value of other financial instruments, and off-balance sheet loan commitments, approximate cost and are not considered significant to this presentation. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Summary Finward Bancorp (the “Bancorp” or “Finward”) is a financial holding company registered with the Board of Governors of the Federal Reserve System. Peoples Bank (“the Bank”), an Indiana commercial bank, and NWIN Risk Management, Inc., a captive insurance company, are wholly-owned subsidiaries of the Bancorp. The Bancorp has no other business activity other than being a holding company for the Bank and NWIN Risk Management, Inc. The following management’s discussion and analysis presents information concerning our financial condition as of June 30, At June 30, Recent Developments As a result of (Dollars in thousands) (Unaudited) As of June 30, 2021 Mortgage loans Commercial Loans Number of Loans Recorded Investment Number of Loans Recorded Investment Interest only Full interest, partial principal Full payment deferral Total $ Financial Condition During the six months ended June 30, The Bancorp’s end-of-period loan balances were as follows: June 30, (unaudited) 2021 December 31, June 30, December 31, (Dollars in thousands) (unaudited) 2020 2022 2021 Balance % Loans Balance % Loans Balance % Loans Balance % Loans Residential real estate Home equity Commercial real estate Construction and land development Multifamily Farmland Consumer Manufactured Homes Commercial business Consumer Manufactured homes Government Loans receivable Plus: Net deferred loans origination costs Undisbursed loan funds Loans receivable, net of deferred fees and costs Adjustable rate loans / loans receivable June 30, 2021 December 31, (unaudited) 2020 Loans receivable to total assets Loans receivable to earning assets Loans receivable to total deposits (unaudited) June 30, December 31, 2022 2021 Loans receivable to total assets Loans receivable to earning assets Loans receivable to total deposits The following table sets forth certain information at June 30, 2022, regarding the dollar amount of loans in the Bancorp’s portfolio based on their contractual terms to maturity. Demand loans, loans having no schedule of repayment and no stated maturity, and overdrafts are reported as due in one year or less. Contractual principal repayments of loans do not necessarily reflect the actual term of the loan portfolio. The average life of mortgage loans is substantially less than their contractual terms because of loan prepayments and because of enforcement of due-on-sale clauses, which give the Bancorp the right to declare a loan immediately due and payable in the event, among other things, that the borrower sells the property subject to the mortgage. The amounts are stated in thousands (000’s). Maturing After one After five within but within but within After one year five years fifteen years fifteen years Total Residential real estate Home equity Commercial real estate Construction and land development Multifamily Consumer Manufactured Homes Commercial business Government Total loans receivable The Bancorp is primarily a portfolio lender. Mortgage banking activities historically have been limited to the sale of fixed rate mortgage loans with contractual maturities greater than 15 years. These loans are identified as held for sale when originated and sold, on a loan-by-loan basis, in the secondary market. The Bancorp will also retain fixed rate mortgage loans with a contractual maturity greater than 15 years on a limited basis. During the six months ended June 30, Non-performing loans include those loans that are 90 days or more past due and those loans that have been placed on non-accrual status. At June 30, The Bancorp's nonperforming loans are summarized below: The Bancorp's nonperforming loans are summarized below: (Dollars in thousands) (unaudited) Loan Segment June 30, 2021 December 31, 2020 June 30, 2022 December 31, 2021 Residential real estate Home equity Commercial real estate Construction and land development Multifamily Farmland Commercial business Consumer Manufactured homes Government Total Nonperforming loans to total loans Nonperforming loans to total assets Substandard loans include potential problem loans, where information about possible credit issues or other conditions causes management to question the ability of such borrowers to comply with loan covenants or repayment terms. No loans were internally classified as doubtful or loss at June 30, The Bancorp's substandard loans are summarized below: The Bancorp's substandard loans are summarized below: (Dollars in thousands) (unaudited) Loan Segment June 30, 2021 December 31, 2020 June 30, 2022 December 31, 2021 Residential real estate Home equity Commercial real estate Construction and land development Multifamily Farmland Commercial business Consumer Manufactured homes Government Total The increase in substandard loans is the result of loans acquired pursuant to the RYFL acquisition. In addition to identifying and monitoring non-performing and other classified loans, management maintains a list of special mention loans. Special mention loans represent loans management is closely monitoring due to one or more factors that may cause the loan to become classified as substandard. The Bancorp's special mention loans are summarized below: (Dollars in thousands) Loan Segment June 30, 2021 December 31, 2020 Residential real estate Home equity Commercial real estate Construction and land development Multifamily Farmland Commercial business Consumer Manufactured homes Government Total The Bancorp's special mention loans are summarized below: (Dollars in thousands) (unaudited) Loan Segment June 30, 2022 December 31, 2021 Residential real estate Home equity Commercial real estate Construction and land development Multifamily Commercial business Consumer Manufactured homes Government Total A loan is considered impaired when, based on current information and events, it is probable that a borrower will be unable to pay all amounts due according to the contractual terms of the loan agreement. Typically, management does not individually classify smaller-balance homogeneous loans, such as residential mortgages or consumer loans, as impaired, unless they are troubled debt restructurings. Purchased loans acquired in a business combination are recorded at estimated fair value on their purchase date. Purchased loans with evidence of credit quality deterioration since origination are considered purchased credit impaired loans. Expected future cash flows at the purchase date in excess of the fair value of loans are recorded as interest income over the life of the loans if the timing and amount of the future cash flows is reasonably estimable (“accretable yield”). The difference between contractually required payments and the cash flows expected to be collected at acquisition is referred to as the non-accretable difference and represents probable losses in the portfolio. In determining the acquisition date fair value of purchased credit impaired loans, and in subsequent accounting, the Bancorp aggregates these purchased loans into pools of loans by common risk characteristics, such as credit risk rating and loan type. Subsequent to the purchase date, increases in cash flows over those expected at the purchase date are recognized as interest income prospectively. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses. The Bancorp's impaired loans, including purchased credit impaired loans, are summarized below: (Dollars in thousands) Loan Segment June 30, 2021 December 31, 2020 Residential real estate Home equity Commercial real estate Construction and land development Multifamily Farmland Commercial business Consumer Manufactured homes Government Total The Bancorp's impaired loans, including purchased credit impaired loans, are summarized below: (Dollars in thousands) (unaudited) Loan Segment June 30, 2022 December 31, 2021 Residential real estate Home equity Commercial real estate Construction and land development Multifamily Commercial business Consumer Manufactured homes Government Total The increase in impaired loans is the result of purchase credit impaired loans acquired pursuant to the RYFL acquisition. At times, the Bancorp will modify the terms of a loan to forego a portion of interest or principal or reduce the interest rate on the loan to a rate materially less than market rates, or materially extend the maturity date of a loan as part of a troubled debt restructuring. The valuation basis for the Bancorp’s troubled debt restructurings is based on the present value of expected future cash flows; unless consistent cash flows are not present, then the fair value of the collateral securing the loan is the basis for valuation. The Bancorp's troubled debt restructured loans are summarized below: (Dollars in thousands) Loan Segment June 30, 2021 December 31, 2020 Residential real estate Home equity Construction and land development Multifamily Farmland Commercial business Manufactured homes Government Total The Bancorp's troubled debt restructured loans are summarized below: (Dollars in thousands) (unaudited) Loan Segment June 30, 2022 December 31, 2021 Residential real estate Home equity Commercial real estate Construction and land development Multifamily Commercial business Consumer Manufactured homes Government Total At June 30, The allowance for loan losses (ALL) is a valuation allowance for probable incurred credit losses, increased by the provision for loan losses, and decreased by charge-offs net of recoveries. A loan is charged‑off against the allowance by management as a loss when deemed uncollectible, although collection efforts continue and future recoveries may occur. The determination of the amounts of the ALL and provisions for loan losses is based on management’s current judgments about the credit quality of the loan portfolio with consideration given to all known relevant internal and external factors that affect loan collectability as of the reporting date. The appropriateness of the current period provision and the overall adequacy of the ALL are determined through a disciplined and consistently applied quarterly process that reviews the Bancorp’s current credit risk within the loan portfolio and identifies the required allowance for loan losses given the current risk estimates. The Bancorp's provision for loan losses for the six months ended are summarized below: (Dollars in thousands) Loan Segment June 30, 2021 June 30, 2020 Residential real estate Home equity Commercial real estate Construction and land development Multifamily Farmland Commercial business Consumer Manufactured homes Government Total The Bancorp's provision for loan losses for the six months ended are summarized below: The Bancorp's charge-off and recovery information is summarized below: (Dollars in thousands) (unaudited) As of June 30, 2021 (unaudited) Loan Segment Charge-off Recoveries Net Recoveries June 30, 2022 June 30, 2021 Residential real estate Home equity Commercial real estate Construction and land development Multifamily Farmland Commercial business Consumer Manufactured homes Government (Dollars in thousands) (unaudited) As of June 30, 2020 Loan Segment Charge-off Recoveries Net Recoveries Residential real estate Home equity Commercial real estate Construction and land development Multifamily Farmland Commercial business Consumer Manufactured homes Government Total The Bancorp's charge-off and recovery information is summarized below: (Dollars in thousands) (unaudited) As of June 30, 2022 Loan Segment Charge-off Recoveries Net Charge-offs Residential real estate Home equity Commercial real estate Construction and land development Multifamily Commercial business Consumer Manufactured homes Government Total The Bancorp's charge-off and recovery information is summarized below: (Dollars in thousands) (unaudited) As of the six months ended June 30, 2021 Loan Segment Charge-off Recoveries Net Charge-offs Residential real estate Home equity Commercial real estate Construction and land development Multifamily Farmland Commercial business Consumer Manufactured homes Government Total The ALL provisions take into consideration management’s current judgments about the credit quality of the loan portfolio, loan portfolio balances, changes in the portfolio mix, and local economic conditions. In determining the provision for loan losses for the current period, management has considered risks associated with the local economy, changes in loan balances and mix, and asset quality. The Bancorp's allowance to total loans and non-performing loans are summarized below: (Dollars in thousands) (unaudited) June 30, 2022 December 31, 2021 Allowance for loan losses Total loans Non-performing loans ALL-to-total loans ALL-to-non-performing loans (coverage ratio) In addition, management considers reserves that are not part of the ALL that have been established from acquisition activity. The Bancorp acquired loans for which there was evidence of credit quality deterioration since origination and it was determined that it was probable that the Bancorp would be unable to collect all contractually required principal and interest payments. At June 30, The Bancorp's allowance to total loans and non-performing loans are summarized below: (Dollars in thousands) June 30, 2021 December 31, 2020 Allowance for loan losses Total loans Non-performing loans ALL-to-total loans ALL-to-non-performing loans (coverage ratio) The primary objective of the Bancorp’s investment portfolio is to provide for the liquidity needs of the Bancorp and to contribute to profitability by providing a stable flow of dependable earnings. Funds are generally invested in federal funds, interest bearing balances in other financial institutions, U.S. government securities, federal agency obligations, obligations of state and local municipalities, and corporate securities. The securities portfolio, all of which is designated as available-for-sale, totaled The Bancorp’s end-of-period investment portfolio and other short-term investments and stock balances were as follows: June 30, (unaudited) 2021 December 31, June 30, December 31, (Dollars in thousands) (unaudited) 2020 2022 2021 Balance % Securities Balance % Securities Balance % Securities Balance % Securities Money market fund U.S. government sponsored entities U.S. treasury securities Collateralized mortgage obligations and residential mortgage-backed securities Municipal securities Collateralized debt obligations Total securities available-for-sale June 30, (unaudited) 2021 December 31, YTD June 30, December 31, YTD (Dollars in thousands) (unaudited) 2020 Change 2022 2021 Change Balance Balance % Balance Balance % Interest bearing deposits in other financial institutions Fed funds sold Certificates of deposit in other financial institutions Federal Home Loan Bank stock The net increase in interest bearing deposits in other financial institutions and fed funds sold is The contractual maturities and weighted average yields for the U.S. government securities, agency securities, municipal securities, and collateralized debt obligations at June 30, 2022, are summarized in the table below. Securities not due at a single maturity date, such as mortgage-backed securities and collateralized mortgage obligations are not included in the following table. The carrying values are stated in thousands (000’s). The weighted average yields were calculated by multiplying each carrying value by its yield and dividing the sum of these results by the total carrying values. Yields presented are not on a tax-equivalent basis. Within 1 Year 1 - 5 Years 5 - 10 Years After 10 Years Total Amount Yield Amount Yield Amount Yield Amount Yield Amount U.S. government sponsored entities: AFS U.S. treasury securities: AFS Municipal Securities: AFS Trust Preferred Securities: AFS Totals Deposits are a fundamental and cost-effective source of funds for lending and other investment purposes. The Bancorp offers a variety of products designed to attract and retain customers, with the primary focus on building and expanding relationships. The Bancorp’s end-of-period deposit portfolio balances were as follows: June 30, (unaudited) 2021 December 31, YTD June 30, December 31, YTD (Dollars in thousands) (unaudited) 2020 Change 2022 2021 Change Balance Balance % Balance Balance % Checking Savings Money market Certificates of deposit Total deposits The June 30, 2022 (unaudited) December 31, 2021 Amount Rate % Amount Rate % Noninterest bearing demand deposits Interest bearing demand deposits MMDA accounts Savings accounts Certificates of deposit Total deposits As of June 30, 2022, and December 31, 2021, approximately $631.5 million and $452.0 million, respectively, of our deposit portfolio was uninsured. The uninsured amounts are estimates based on the methodologies and assumptions used for the Bank's regulatory reporting requirements. The increase in The Bancorp’s borrowed funds are primarily used to fund asset growth not supported by deposit generation. The Bancorp’s end-of-period borrowing balances were as follows: June 30, (unaudited) 2021 December 31, YTD June 30, December 31, YTD (Dollars in thousands) (unaudited) 2020 Change 2022 2021 Change Balance Balance % Balance Balance % Repurchase agreements Borrowed funds Total borrowed funds Repurchase agreements increased as part of normal account fluctuations within that product line. Other assets totaled $42.0 million at June 30, 2022, compared to $14.9 million at December 31, 2021. The Liquidity and Capital Resources For the Bancorp, liquidity management refers to the ability to generate sufficient cash to fund current loan demand, meet deposit withdrawals, and pay dividends and operating expenses. Because profit and liquidity are often conflicting objectives, management attempts to maximize the Bank’s net interest margin by making adequate, but not excessive, liquidity provisions. Furthermore, funds are managed so that future profits will not be significantly impacted as funding costs increase. Changes in the liquidity position result from operating, investing and financing activities. Cash flows from operating activities are generally the cash effects of transactions and other events that enter into the determination of net income. The primary investing activities include loan originations, loan repayments, investments in interest bearing balances in other financial institutions, and the purchase, sale, and maturity of investment securities. Financing activities focus almost entirely on the generation of customer deposits. In addition, the Bancorp utilizes borrowings (i.e., repurchase agreements, FHLB advances and federal funds purchased) as a source of funds. During the six months ended June 30, At June 30, Management strongly believes that maintaining a high level of capital enhances safety and soundness. During the six months ended June 30, The In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions by the institution and certain discretionary bonus payments to management if an institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 required the FRB to set minimum capital levels for bank holding companies that are as stringent as those required for insured depository subsidiaries. However, under the FRB’s “Small Bank Holding Company” exemption from consolidated bank holding company capital requirements, bank holding companies and savings and loan holding companies with less than $3 billion in consolidated assets, such as the Bancorp, are exempt from consolidated regulatory capital requirements, unless the FRB determines otherwise in particular cases. During the six months ended June 30, (Dollars in millions) Minimum Required To Be Minimum Required For Well Capitalized Under Prompt Actual Capital Adequacy Purposes Corrective Action Regulations At June 30, 2021 Amount Ratio Amount Ratio Amount Ratio Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Total capital to risk-weighted assets Tier 1 capital to adjusted average assets (Dollars in millions) Minimum Required To Be Minimum Required For Well Capitalized Under Prompt Actual Capital Adequacy Purposes Corrective Action Regulations At December 31, 2020 Amount Ratio Amount Ratio Amount Ratio Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Total capital to risk-weighted assets Tier 1 capital to adjusted average assets In addition, the following table shows that, at June 30, (Dollars in millions) Minimum Required To Be Minimum Required To Be Minimum Required For Well Capitalized Under Prompt Minimum Required For Well Capitalized Under Prompt Actual Capital Adequacy Purposes Corrective Action Regulations Actual Capital Adequacy Purposes Corrective Action Regulations At June 30, 2021 Amount Ratio Amount Ratio Amount Ratio June 30, 2022 Amount Ratio Amount Ratio Amount Ratio Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Total capital to risk-weighted assets Tier 1 capital to adjusted average assets (Dollars in millions) Minimum Required To Be Minimum Required To Be Minimum Required For Well Capitalized Under Prompt Minimum Required For Well Capitalized Under Prompt Actual Capital Adequacy Purposes Corrective Action Regulations Actual Capital Adequacy Purposes Corrective Action Regulations At December 31, 2020 Amount Ratio Amount Ratio Amount Ratio At December 31, 2021 Amount Ratio Amount Ratio Amount Ratio Common equity tier 1 capital to risk-weighted assets Tier 1 capital to risk-weighted assets Total capital to risk-weighted assets Tier 1 capital to adjusted average assets The Bancorp’s ability to pay dividends to its shareholders is entirely dependent upon the Bank’s ability to pay dividends to the Bancorp. Under Indiana law, the Bank may pay dividends from its undivided profits (generally, earnings less losses, bad debts, taxes and other operating expenses) as is considered expedient by the Bank’s Board of Directors. However, the Bank must obtain the approval of the Indiana Department of Financial Institutions (DFI) if the total of all dividends declared by the Bank during the current year, including the proposed dividend, would exceed the sum of retained net income for the year to date plus its retained net income for the previous two years. For this purpose, “retained net income,” means net income as calculated for call report purposes, less all dividends declared for the applicable period. An exemption from DFI approval would require that the Bank have been assigned a composite uniform financial institutions rating of 1 or 2 as a result of the most recent federal or state examination; the proposed dividend would not result in a Tier 1 leverage ratio below 7.5%; and that the Bank not be subject to any corrective action, supervisory order, supervisory agreement, or board approved operating agreement. The aggregate amount of dividends that may be declared by the Bank in Results of Operations - Comparison of the For the Net interest income for the (Dollars in thousands) Three Months Ended (unaudited) June 30, 2022 June 30, 2021 Calculation of tax adjusted net interest margin Net interest income Tax adjusted interest on securities and loans Adjusted net interest income Total average earning assets Tax adjusted net interest margin Information relating to the average consolidated balance sheet and the yield on average earning assets and cost of average liabilities for the periods indicated are in the following table. Dividing the related interest, on an annualized basis, by the average balance of assets or liabilities drives the disclosed rates. Average balances are derived from daily balances. Quarter-to-Date Three Months Ended (Dollars in thousands) Average Balances, Interest, and Rates Average Balances, Interest, and Rates (unaudited) June 30, 2021 June 30, 2020 June 30, 2022 June 30, 2021 Average Interest Rate (%) Average Interest Rate (%) Average Interest Rate (%) Average Interest Rate (%) ASSETS Interest bearing deposits in other financial institutions Federal funds sold Certificates of deposit in other financial institutions Securities available-for-sale Loans receivable Loans receivable* Federal Home Loan Bank stock Total interest earning assets Cash and non-interest bearing deposits in other financial institutions Allowance for loan losses Other noninterest bearing assets Total assets LIABILITIES AND STOCKHOLDERS' EQUITY Total deposits Repurchase agreements Borrowed funds Total interest bearing liabilities Other noninterest bearing liabilities Total liabilities Total stockholders' equity Total liabilities and stockholders' equity Net intrest spread Net interest margin** Ratio of interest-earning assets to interest-bearing liabilities 1.01x 1.04x * Non-accruing loans have been included in the average balances. ** Net interest income divided by average interest-earning assets. The The following table shows the change in noninterest income for the Three Months Ended (Dollars in thousands) June 30, Three Months Ended Three Months Ended June 30, 6/30/2022 2021 2020 $ Change % Change 2022 2021 $ Change % Change Noninterest income: Gain on sale of loans held-for-sale, net Fees and service charges Wealth management operations Gain on sale of loans held-for-sale, net Gain on sale of securities, net Increase in cash value of bank owned life insurance Gain on sale of foreclosed real estate, net Gain (loss) on sale of foreclosed real estate Other Total noninterest income The decrease in gain on sale of loans is the result of significant refinance The following table shows the change in noninterest expense for the Three Months Ended (Dollars in thousands) June 30, Three Months Ended Three Months Ended June 30, 6/30/2022 2021 2020 $ Change % Change (Unaudited) 2022 2021 $ Change % Change Noninterest expense: Compensation and benefits Data processing Occupancy and equipment Data processing Marketing Federal deposit insurance premiums Other Total noninterest expense The increase in compensation and benefits is primarily the result of the RYFL acquisition, management’s continued focus on talent management, and For the three months ended June 30, 2022, data processing expense totaled $1.2 million, a decrease of $1.8 million from the three months ended March 31, 2022 total of $3.1 million. The The provision for income taxes was $587 thousand for the three months ended June 30, 2022, as compared to $395 thousand for the three months ended June 30, 2021, Results of Operations - Comparison of the Six Months Ended June 30, For the six months ended June 30, Net interest income for the six months ended June 30, (Dollars in thousands) Six Months Ended (unaudited) June 30, 2022 June 30, 2021 Calculation of tax adjusted net interest margin Net interest income Tax adjusted interest on securities and loans Adjusted net interest income Total average earning assets Tax adjusted net interest margin Information relating to the average consolidated balance sheet and the yield on average earning assets and cost of average liabilities for the periods indicated are in the following table. Dividing the related interest, on an annualized basis, by the average balance of assets or liabilities drives the disclosed rates. Average balances are derived from daily balances. Year-to-Date (Dollars in thousands) Average Balances, Interest, and Rates Average Balances, Interest, and Rates June 30, 2021 June 30, 2020 (unaudited) June 30, 2022 June 30, 2021 Average Interest Rate (%) Average Interest Rate (%) Average Interest Rate (%) Average Interest Rate (%) ASSETS ` Interest bearing deposits in other financial institutions Federal funds sold Certificates of deposit in other financial institutions Securities available-for-sale Loans receivable Loans receivable* Federal Home Loan Bank stock Total interest earning assets Cash and non-interest bearing deposits in other financial institutions Allowance for loan losses Other noninterest bearing assets Total assets LIABILITIES AND STOCKHOLDERS' EQUITY Total deposits Repurchase agreements Borrowed funds Total interest bearing liabilities Other noninterest bearing liabilities Total liabilities Total stockholders' equity Total liabilities and stockholders' equity Net intrest spread Net interest margin** Ratio of interest-earning assets to interest-bearing liabilities 1.02 1.04 * Non-accruing loans have been included in the average balances. ** Net interest income divided by average interest-earning assets. The The following table shows the change in noninterest income for the six months ending June 30, Six Months Ended (Dollars in thousands) June 30, Six Months Ended Six Months Ended June 30, 6/30/2022 2021 2020 $ Change % Change 2022 2021 $ Change % Change Noninterest income: Gain on sale of loans held-for-sale, net Fees and service charges Wealth management operations Gain on sale of loans held-for-sale, net Gain on sale of securities, net Increase in cash value of bank owned life insurance Gain on sale of foreclosed real estate, net Gain (loss) on sale of foreclosed real estate Other Total noninterest income The decrease in gain on sale of loans is the result of significant refinance activity in The following table shows the change in noninterest expense for the six months ending June 30, Six Months Ended (Dollars in thousands) June 30, Six Months Ended Six Months Ended June 30, 6/30/2022 2021 2020 $ Change % Change 2022 2021 $ Change % Change Noninterest expense: Compensation and benefits Data processing Occupancy and equipment Data processing Marketing Federal deposit insurance premiums Other Total noninterest expense The increase in compensation and benefits is primarily the result of the RYFL acquisition, management’s continued focus on talent management, and The Critical Accounting Policies Critical accounting policies are those accounting policies that management believes are most important to the portrayal of the Bancorp’s financial condition and that require management’s most difficult, subjective or complex judgments. The Bancorp’s critical accounting policies from December 31, Forward-Looking Statements Statements contained in this report that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are also intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. The Bancorp cautions readers that forward-looking statements, including without limitation those relating to the Bancorp’s future business prospects, merger and acquisition activities, interest income and expense, net income, liquidity, and capital needs are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, due to, among other things, factors identified in this report, including those identified in the Bancorp’s Non-GAAP Financial Measures This filing includes certain financial measures that are identified as non-GAAP, including adjusted net interest income and tax adjusted net interest margin. The Bancorp provides these non-GAAP performance measures because they are used by management to evaluate and measure the Bancorp’s performance, which the Bancorp believes also is useful to assist investors in assessing the Bancorp’s operating performance. Where non-GAAP financial measures are used in this report, the most comparable GAAP measure, as well as the reconciliation to the most comparable GAAP measure, can be found in the tables referenced herein. The adjusted net interest income and tax-adjusted net interest margin measures recognize the income tax savings when comparing taxable and tax-exempt assets. Interest income and yields on tax-exempt securities and loans are presented using the current federal income tax rate of 21%. Management believes that it is standard practice in the banking industry to present net interest income and net interest margin on a fully tax-equivalent basis and that it may enhance comparability for peer comparison purposes. Although these non-GAAP financial measures are frequently used by investors to evaluate a financial institution’s business and performance, they have limitations as analytical tools and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. In addition, these non-GAAP financial measures may differ from those used by other financial institutions to assess their business operations and performance. Item 3. Quantitative and Qualitative Disclosures about Market Risk Not applicable. Item 4. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures. The Bancorp maintains disclosure controls and procedures (as defined in Sections 13a – 15(e) and 15d – 15(e)) of regulations promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to ensure that information required to be disclosed by the Bancorp in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Bancorp in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Bancorp's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. The Bancorp's Chief Executive Officer and Chief Financial Officer evaluate the effectiveness of the Bancorp's disclosure controls and procedures as of the end of each quarter. Based on that evaluation as of June 30, (b) Changes in Internal Control Over Financial Reporting. There was no change in the Bancorp's internal control over financial reporting identified in connection with the Bancorp’s evaluation of controls that occurred during the six months ended June 30, PART II ‑ Other Information Item 1. The Bancorp and its subsidiaries, from time to time, are involved in legal proceedings in the ordinary course of business against its debtors and are defendants in legal actions arising from normal business activities. Management, after consultation with legal counsel believes that the ultimate liabilities, if any, resulting from these actions will not have a material adverse effect on the financial position of the Bank or on the consolidated financial position of the Bancorp. Item 1A. Risk Factors Not Applicable. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On April 24, 2014 the Bancorp’s Board of Directors authorized a stock repurchase program to repurchase up to 50,000 shares of the Bancorp’s outstanding common stock, from time to time and subject to market conditions, on the open market or in privately negotiated transactions. The stock repurchase program does not expire and is only limited by the number of shares that can be purchased. The stock repurchase program will be reviewed annually by the Board of Directors. No shares were repurchased during the six months ended June 30, Period Total Number Average Price Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under the Program(1) January 1, February 1, March 1, April 1, May 1, June 1, (1) The stock repurchase program was announced on April 24, 2014, whereby the Bancorp is authorized to repurchase up to 50,000 shares of the Bancorp’s common stock outstanding. There is no express expiration date for this program. Item 3. There are no matters reportable under this item. Item 4. Not Applicable Item 5. Other Information None Item 6. Exhibits Exhibit Number Description 10.1 10.2 10.3 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. 32.1 101 The following materials from the Bancorp’s Form 10-Q for the quarterly period ended June 30, 104 Cover Page Interactive Data File SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FINWARD BANCORP Date: August /s/ Benjamin J. Bochnowski Benjamin J. Bochnowski President and Chief Executive Officer Date: August /s/ Peymon S. Torabi Peymon S. Torabi Executive Vice President, Chief Financial Officer and Treasurer Accretable yield, or income recorded for the three $ 615 300 $ 605 547 $ 384 758 $ 240 271 665 649 507 3,565 $ 1,413 $ 5,958 Note 5 - Foreclosed Real EstateForeclosed real estate at period-end is summarized below: $ 158 $ 328 210 210 $ 368 $ 538 20pastprior acquisitions. Goodwill totaled $22.6 million and $11.1 million as of June 30, 2022 and December 31, 2021, respectively. During the three months ended June 30, 2022, there was remeasurement of goodwill reducing the balance by $158 thousand, see Note 3 – Acquisition Activity for more detail on the remeasurement. Goodwill is tested annually for impairment. Goodwill arising from business combinations represents the value attributable to unidentifiable intangible assets in the business acquired. The Bancorp’s goodwill relates to the value inherent in the banking industry and that value is dependent upon the ability of the Bancorp to provide quality, cost effective banking services in a competitive marketplace. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. Additionally, as part of the Bancorp’s annual impairment test of goodwill as of December 31, 2020, the Bancorp enlisted a third party expert to assist with the evaluation of goodwill for impairment. The evaluation involved the comparison of the fair value of the Bancorp to its carrying value. The Bancorp determined its fair value using a blend of the income approach (discounted cash flow model) and market approach (guideline public company method and guideline transaction method). The determination of the fair value using the discounted cash flow model required the Bancorp to make significant estimates and assumptions related to forecasts of future income, provision for credit losses, and discount rates. The determination of the fair value using the guideline public company method required management to make significant assumptions related to price to tangible book value multiples and price to earnings multiples, as well as significant assumptions related to control premiums. The determination of the fair value using the guideline transaction method required management to review the value of the business based on pricing multiples derived from the sale of companies that are similar to the Bancorp. The Bancorp’s estimation of fair value for the quantitative goodwill impairment testing exceeded its carrying value as of December 31, 2020 and therefore, 0 impairment was recognized. There has not been any impairment of goodwill identified or recorded. Goodwill totaled $11.1 million as of June 30, 2021 and December 31, 2020.intangibles wereintangible was established with the acquisition of RYFL and from past acquisitions and are subject to amortization. As of June 30, 2021, theprevious acquisitons. The Bancorp had core deposit intangible balances of $3.6 million.$5.6 million and $3.1 million as of June 30, 2022, and December 31, 2021, respectively. The table below summarizes the annual amortization: $ 497 $ 249 $ 249 $ 410 497 983 962 919 261 $ 3,622 $ 497 $ 757 795 1,522 1,411 688 360 812 $ 5,588 2021,2022, and 2020,2021, are as follows: $ 3,571 $ 4,851 $ 8,114 $ 7,964 $ 4,431 $ 3,571 $ 6,566 $ 8,114 3,478,392 3,463,136 3,475,017 3,460,820 4,242,559 3,478,392 4,108,579 3,475,017 $ 1.03 $ 1.40 $ 2.33 $ 2.30 $ 1.04 $ 1.03 $ 1.60 $ 2.33 - $ 3,571 $ 4,851 $ 8,114 $ 7,964 $ 4,431 $ 3,571 $ 6,566 $ 8,114 3,478,392 3,463,136 3,475,017 3,460,820 4,242,559 3,478,392 4,108,579 3,475,017 15,944 0 16,316 0 3,478,392 3,463,136 3,475,017 3,460,820 4,258,503 3,478,392 4,124,895 3,475,017 $ 1.03 $ 1.40 $ 2.33 $ 2.30 $ 1.04 $ 1.03 $ 1.59 $ 2.33 212021,2022, stock based compensation expense of $285$332 thousand was recorded, compared to $202$285 thousand for the six months ended June 30, 2020.2021. It is anticipated that current outstanding unvested awards will result in additional compensation expense of approximately $1.1$1.5 million through 20242025 with an additional $285 thousand in 2021, $464 thousand in 2022, $291 thousand in 2023, and $53 thousand in 2024.weighted average life of 2.1 years.There were 19,693 shares of restricted stock granted during the firstsix months of 2021 compared to 13,243 shares granted during the firstsix months of 2020.Restricted stock awards are issued with an award price equal to the market price of the Bancorp’s common stock on the award date and vest between three and five years after the grant date. Forfeiture provisions exist for personnel that separate employment before the vesting period expires. A summary of restricted stock activity under the Bancorp’s Plan described above for the year ended December 31, 2020, andthe six months ended June 30, 2021,2022, follows:
Average
Grant Date
Fair Value
Average
Grant Date
Fair Value 30,205 $ 35.63 44,235 $ 42.33 13,243 44.30 22,891 46.42 (6,400 ) 27.50 (11,158 ) 41.63 (220 ) 43.65 (1,587 ) 44.17 36,828 $ 40.11 36,828 $ 40.11 19,693 40.96 (13,493 ) 34.84 (355 ) 41.50 42,673 $ 42.16 54,381 $ 44.14 In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This Standard simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. In computing the implied fair value of goodwill under Step 2, an entity, prior to the amendments in ASU No.2017-04, had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities, including unrecognized assets and liabilities, in accordance with the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. However, under the amendments in this ASU, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, ASU No.2017-04 removes the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails such qualitative test, to perform Step 2 of the goodwill impairment test. Finally, this ASU amends the Overview and Background sections of the Accounting Standards Codification as part of the FASB’s initiative to unify and improve such sections across Topics and Subtopics. The new guidance was effective for the Bancorp’s year ending December 31, 2020, and was adopted on January 1, 2020. The adoption of this ASU has not had a material impact on the consolidated financial statements, and the Bancorp has not recorded goodwill impairment to date as part of their acquisition activity.22On January 1, 2020, the Bancorp adopted the provision of ASU 2018–13, which modifies the disclosure requirements on fair value measurements. 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 recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, the Bancorp may disclose other quantitative information in lieu of the weighted average if we determine that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. The adoption of this new guidance did not have a material impact on our consolidated financial statementsBancorp's year endingBancorp as of December 31,January 1, 2023. Upon adoption, the ASU will be applied using a modified retrospective transition method to the beginning of the first reporting period in which the guidance is effective. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. Early adoption for all institutions is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is in the process of evaluating the impact adoption of this update will have on the Bancorp’s consolidated financial statements. This process of evaluation has engaged multiple areas of the Bancorp’s management in discussing loss estimation methods and the application of these methods to specific segments of the loans receivable portfolio. Management has been actively monitoring developments and evaluating the use of different methods allowed. Due to continuing development of understanding of application, additional time is required to understand how this ASU will affect the Bancorp’s financial statements. Management plans on running parallel calculations and finalizing a method or methods of adoption in time for the effective date.23 $ 92,565 $ 6,696 $ 6,696 3,965 73 N/A 0 $ 96,530 $ 6,769 $ 6,696 $ 87,667 $ 2,938 $ 2,938 13,641 246 N/A 0 $ 101,308 $ 3,184 $ 2,938 $ 72,707 $ 3,638 $ 3,638 $ 94,154 $ 2,686 $ 2,686 26,443 374 N/A 0 7,837 141 N/A - $ 99,150 $ 4,012 $ 3,638 $ 101,991 $ 2,827 $ 2,686 $ 218 $ 231 $ 231 $ 231 $ - $ 218 (128 ) 298 (151 ) (220 ) (68 ) (128 ) $ 90 $ 529 $ 80 $ 11 $ (68 ) $ 90 $ - $ 231 (93 ) (151 ) $ (93 ) $ 80 $ 2,938 $ 0 $ 2,938 $ 0 $ 0 $ 2,938 $ 6,696 $ 0 $ 6,696 $ 0 $ 0 $ 6,696 246 0 246 0 0 246 73 0 73 0 0 73 $ 3,184 $ 0 $ 3,184 $ 0 $ 0 $ 3,184 $ 6,769 $ 0 $ 6,769 $ 0 $ 0 $ 6,769 $ 3,638 $ 0 $ 3,638 $ 0 $ 0 $ 3,638 $ 2,686 $ - $ 2,686 $ - $ - $ 2,686 374 0 374 0 0 374 141 - 141 - - 141 $ 4,012 $ 0 $ 4,012 $ 0 $ 0 $ 4,012 $ 2,827 $ - $ 2,827 $ - $ - $ 2,827 2423 $ 2,938 $ 0 $ 2,938 $ 0 $ 3,930 $ (992 ) $ 6,696 $ 0 $ 6,696 $ 0 $ 3,930 $ 2,766 $ 2,938 $ 0 $ 2,938 $ 0 $ 3,930 $ (992 ) $ 6,696 $ 0 $ 6,696 $ 0 $ 3,930 $ 2,766 $ 3,638 $ 0 $ 3,638 $ 0 $ 3,930 $ (292 ) $ 2,686 $ - $ 2,686 $ - $ 3,930 $ (1,244 ) $ 3,638 $ 0 $ 3,638 $ 0 $ 3,930 $ (292 ) $ 2,686 $ - $ 2,686 $ - $ 3,930 $ (1,244 ) TheIn addition to the impairment evaluation noted above, the Bancorp’s management utilizes a specialist to perform an other-than-temporary impairment analysis for each of its pooled trust preferred securities.collateralized debt obligations. The specialist analysis is performed annually duringin December, or when management deems necessary, and utilizes analytical models used to project future cash flows for the pooled trust preferred securitiescollateralized debt obligations based on current assumptions for prepayments, default and deferral rates, and recoveries. The projected cash flows are then tested for impairment consistent with GAAP. The other-than-temporary impairment testing compares the present value of the cash flows from quarter to quarter to determine if there is a “favorable” or “adverse” change. Other-than-temporary impairment is recorded if the projected present value of cash flows is lower than the book value of the security. To perform the annual other-than-temporary impairment analysis, management utilizes current reports issued by the trustee, which contain principal and interest tests, waterfall distributions, note valuations, collection detail and credit ratings for each pooled trust preferred security.collateralized debt obligation. In addition, a detailed review of the performing collateral was performed. Based on current market conditions and a review of the trustee reports, management performed an analysis of the pooled trust preferred securitiescollateralized debt obligations and 0 additional impairment was taken at December 31, 2020.2021. A specialist will be used to review all pooled trust preferred securities againIn addition, the collateralized debt obligation portfolio was reviewed in accordance with our quarterly impairment evaluation, as described in the preceding paragraph, noting 0 additional impairment was taken at December 31, 2021.June 30, 2022.2524trust preferred securitiescollateralized debt obligations that have been classified with other-than-temporary impairment: $ 173 0 $ 173 $ 173 0 $ 173 2021,2022, trust preferred securitiescollateralized debt obligations with a cost basis of $2.2 million continue to be in “payment in kind” status. These trust preferred securitiescollateralized debt obligations classified as “payment in kind” are a result of not receiving the scheduled quarterly interest payments. For these trust preferred securitiescollateralized debt obligations in “payment in kind” status, management anticipates to receive the unpaid contractual interest payments from the issuer, because of the self-correcting cash flow waterfall provisions within the structure of the securities. When a tranche senior to the Bancorp’s position fails the coverage test, the Bancorp’s interest cash flows are paid to the senior tranche and recorded as a reduction of principal. The coverage test represents an over collateralization target by stating the balance of the performing collateral as a percentage of the balance of the Bancorp’s tranche, plus the balance of all senior tranches. The principal reduction in the senior tranche continues until the appropriate coverage test is passed. As a result of the principal reduction in the senior tranche, more cash is available for future payments to the Bancorp’s tranche. Consistent with GAAP, management considered the failure of the issuer of the security to make scheduled interest payments in determining whether a credit loss existed. Management will not capitalize the “payment in kind” interest payments to the book value of the securities and will keep these securities in non-accrual status until the quarterly interest payments resume on a consistent basis.2021.2022. Assets measured at fair value on a recurring basis are summarized below:
Fair
Value
(Level 1)
(Level 2)
(Level 3)
Fair
Value
(Level 1)
(Level 2)
(Level 3) $ 6,696 $ 0 $ 6,696 $ 0 73 0 73 0 10,796 0 10,796 0 7,934 0 7,934 0 401 0 401 0 594 0 594 0 195,361 0 195,361 0 150,061 0 150,061 0 266,399 0 266,399 0 240,847 0 240,847 0 970 0 0 970 1,030 0 0 1,030 $ 473,927 $ 0 $ 472,957 $ 970 $ 400,466 $ 0 $ 399,436 $ 1,030 $ 6,696 $ 0 $ 6,696 $ 0
Fair
Value
(Level 1)
(Level 2)
(Level 3)
Fair
Value
(Level 1)
(Level 2)
(Level 3) $ 2,686 $ 0 $ 2,686 $ 0 141 0 141 0 $ 52,941 $ 52,941 $ 0 $ 0 7,860 0 7,860 0 8,669 0 8,669 0 400 0 400 0 154,736 0 154,736 0 184,701 0 184,701 0 194,203 0 194,203 0 332,127 0 332,127 0 929 0 0 929 992 0 0 992 $ 410,669 $ 52,941 $ 356,799 $ 929 $ 526,889 $ 0 $ 525,897 $ 992 $ 2,686 $ 0 $ 2,686 $ 0 26
Measurements Using
Significant Unobservable
Inputs (Level 3)
sale securities $ 1,076 (20 ) (127 ) $ 929
Measurements Using
Significant Unobservable
Inputs
(Level 3)
sale securities $ 929 $ 929 (9 ) (9 ) 50 50 $ 970 $ 970 $ 992 0 38 $ 1,030
Fair
Value
(Level 1)
(Level 2)
(Level 3)
Fair
Value
(Level 1)
(Level 2)
(Level 3) $ 10,348 $ 0 $ 0 $ 10,348 $ 1,309 $ 0 $ 0 $ 1,309 368 0 0 368
Fair
Value
(Level 1)
(Level 2)
(Level 3)
Fair
Value
(Level 1)
(Level 2)
(Level 3) $ 10,046 $ 0 $ 0 $ 10,046 $ 896 $ 0 $ 0 $ 896 538 0 0 538 The fair value of impaired loans with specific allocations of the allowance for loan losses or loans for which charge-offs have been taken is generally based on a present value of cash flows or, for collateral dependent loans, based on recent real estate appraisals. Appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. The recorded investment in impaired loans was approximately $12.1 million and the related specific reserves totaled approximately $1.8 million, resulting in a fair value of impaired loans totaling approximately $10.3 million, at June 30, 2021. The recorded investment of impaired loans was approximately $11.8 million and the related specific reserves totaled approximately $1.8 million, resulting in a fair value of impaired loans totaling approximately $10.0 million, at December 31, 2020.
Value
Fair Value
Active Markets for
(Level 1)
Other Observable
Inputs
(Level 2)
Unobservable
Inputs
(Level 3)
Value
Fair Value
Active Markets for
(Level 1)
Other Observable
Inputs
(Level 2)
Unobservable
Inputs
(Level 3) $ 68,625 $ 68,625 $ 68,625 $ 0 $ 0 $ 79,302 $ 79,302 $ 79,302 $ 0 $ 0 1,471 1,526 0 1,526 0 1,482 1,453 0 1,453 0 473,927 473,927 0 472,957 970 5,878 6,030 6,030 0 0 1,525 1,552 0 1,552 0 955,852 960,652 0 0 960,652 1,460,975 1,418,593 0 0 1,418,593 3,247 3,247 0 3,247 0 3,038 3,038 0 3,038 0 2,938 2,938 0 2,938 0 4,803 4,803 0 4,803 0 6,892 6,892 0 6,892 0 275,819 275,819 275,819 0 0 370,567 370,567 370,567 0 0 1,119,277 1,119,535 838,519 281,016 0 1,546,648 1,547,211 1,148,252 398,959 0 24,399 24,415 22,661 1,754 0 24,536 24,311 16,273 8,038 0 2,938 2,938 0 2,938 0 36 36 0 36 0 56 56 0 56 0
Value
Fair Value
Active Markets for
(Level 1)
Other Observable
Inputs
(Level 2)
Unobservable
Inputs
(Level 3) $ 19,922 $ 19,922 $ 19,922 $ 0 $ 0 1,897 1,868 0 1,868 0 410,669 410,669 52,941 356,799 929 11,329 11,660 11,660 0 0 952,688 982,793 0 0 982,793 3,918 3,918 0 3,918 0 3,638 3,638 0 3,638 0 4,713 4,713 0 4,713 0 241,620 241,620 241,620 0 0 1,060,719 1,061,294 775,891 285,403 0 13,711 13,713 11,976 1,737 0 6,149 6,018 0 6,018 0 3,638 3,638 0 3,638 0 54 54 0 54 0
Value
Fair Value
Active Markets for
(Level 1)
Other Observable
Inputs
(Level 2)
Unobservable
Inputs
(Level 3) $ 33,176 $ 33,176 $ 33,176 $ 0 $ 0 1,709 1,737 0 1,737 0 4,987 5,065 0 5,065 0 953,377 951,744 0 0 951,744 3,247 3,247 0 3,247 0 5,444 5,444 0 5,444 0 295,294 295,294 295,294 0 0 1,138,907 1,139,126 899,690 239,436 0 14,581 14,579 12,842 1,737 0 22 22 0 22 0 20212022 and December 31, 2020:2021:28Note 14 - Acquisition ActivityOn July 28, 2021, Finward Bancorp (“Finward”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Royal Financial, Inc., a Delaware corporation (“RYFL”). Pursuant to the Merger Agreement, RYFL will merge with and into Finward, with Finward as the surviving corporation (the “Merger”). At a time to be determined at or following the Merger, Royal Savings Bank, an Illinois state chartered savings bank and wholly-owned subsidiary of RYFL (“Royal Bank”), will merge with and into Peoples Bank, the wholly-owned Indiana state chartered commercial bank subsidiary of Finward (“Peoples Bank”), with Peoples Bank as the surviving bank.The boards of directors of each of Finward and RYFL have approved the Merger and the Merger Agreement. Subject to the approval of the Merger by Finward’s and RYFL’s respective stockholders, regulatory approvals, and other customary closing conditions, the parties anticipate completing the Merger during the first quarter of 2022.Upon completion of the Merger, each RYFL stockholder will have the right to receive, at the stockholder’s election, 0.4609 shares of Finward common stock or $20.14 in cash, or a combination of both, for each share of RYFL’s common stock, subject to allocation provisions and adjustment, as described below. Stockholders holding less than 101 shares of RYFL common stock will only have the right to receive fixed consideration of $20.14 in cash and will not be entitled to make an election with respect to the merger consideration. Based on Finward’s closing stock price of $44.00 as of July 28, 2021, the transaction has an implied valuation of approximately $52.9 million.A current director or executive officer of RYFL, as mutually agreed upon prior to closing by Finward and RYFL, will be appointed to the boards of directors of Finward and Peoples Bank effective as of the closing of the Merger.RYFL has a home office and eight branch offices in Cook County, Illinois. As of June 30, 2021, RYFL reported total assets of $533.7 million, total loans of $464.2 million, and total deposits of $466.3 million. The combined bank is expected to have approximately $2.1 billion in total assets, $1.4 billion in total loans, and $1.9 billion in deposits. The acquisition will further expand the Bank’s banking center network in Cook County, Illinois.2021,2022, as compared to December 31, 2020,2021, and the results of operations for the quarter and six months ending June 30, 2021,2022, and June 30, 2020.2021. This discussion should be read in conjunction with the consolidated financial statements and other financial data presented elsewhere herein and with the financial statements and other financial data, as well as the Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.2021.2021,2022, the Bancorp had total assets of $1.6$2.1 billion, total loans receivable of $969.5 million$1.5 billion and total deposits of $1.4$1.9 billion. Stockholders' equity totaled $155.6$136.7 million or 9.7%6.5% of total assets, with a book value per share of $44.71.$31.80. Net income for the quarter ended June 30, 2021,2022, was $3.6$4.4 million, or $1.03$1.04 earnings per common share for both basic and diluted calculations.share. For the quarter ended June 30, 2021,2022, the return on average assets (ROA) was 0.90%0.85%, while the return on average stockholders’ equity (ROE) was 9.17%12.45%. Net income for the six months ended June 30, 2021,2022, was $8.1$6.6 million, or $2.33$1.59 earnings per diluted common share for both basic and diluted calculations.share. For the six months ended June 30, 2021,2022, the ROA was 1.04%0.65%, while the ROE was 10.54%8.40%.29Revision of Previously Issued Financial StatementsThis information should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in “Part I, Item 1” of this Quarterly Report. We have revised our prior period financial statements to reflect the correction of immaterial errors as described in this Quarterly Report in Notes to Condensed Consolidated Financial Statements, Note 1 – Basis of Presentation, “Revision of Previously Issued Financial Statements”.Merger Agreement withAcquisition of Royal Financial, Inc.On July 28, 2021, FinwardJanuary 31, 2022, the Bancorp completed its acquisition of Royal Financial, Inc. (“Finward”RYFL”) entered intopursuant to an Agreement and Plan of Merger dated July 28, 2021 (the “Merger Agreement”) with Royal Financial, Inc., a Delaware corporation (“RYFL”).between the Bancorp and RYFL. Pursuant to the terms of the Merger Agreement, RYFL will mergemerged with and into Finward,the Bancorp, with Finwardthe Bancorp as the surviving corporation (the “Merger”“RYFL Merger”). At a time to be determined at or followingSimultaneous with the RYFL Merger, Royal Savings Bank, an Illinois state charteredstate-chartered savings bank and wholly-owned subsidiary of RYFL, (“Royal Bank”), will mergemerged with and into Peoplesthe Bank, the wholly-owned Indiana state chartered commercial bank subsidiary of Finward (“Peoples Bank”), with Peoplesthe Bank as the surviving bank.institution.The boards of directors of each of Finward and RYFL have approvedUnder the Merger and the Merger Agreement. Subject to the approvalterms of the Merger by Finward’s and RYFL’s respectiveAgreement, RYFL stockholders regulatory approvals, and other customary closing conditions, the parties anticipate completing the Merger during the first quarterwho owned 101 or more shares of 2022.Upon completion of the Merger, each RYFL stockholder will have the rightcommon stock were permitted to elect to receive at the stockholder’s election,either 0.4609 shares of Finward common stock or $20.14 in cash, or a combination of both, for each share of RYFL’sRYFL common stock owned, subject to proration and allocation provisions and adjustment, as described below. Stockholders holding less than 101such that 65% of the shares of RYFL common stock will only have the right to receive fixed consideration of $20.14 in cash and will not be entitled to make an election with respectoutstanding immediately prior to the merger consideration. The Merger Agreement provides that, in the aggregate, 65%closing of the outstanding shares of RYFL common stock will bemerger were converted into the right to receive shares of Finward common stock and the remaining 35% of the outstanding RYFL shares of RYFL common stock will bewere converted into the right to receive cash. All outstanding options to purchaseStockholders holding less than 101 shares of RYFL common stock whether or not vested, will be converted into the right to receive at the effective timereceived fixed consideration of the Merger, an amount of$20.14 in cash equal to $20.14 minus the per share exercise priceand no stock consideration for each share of RYFL common stock subject to an option, less applicable tax withholdings. In addition, at the effective time of the Merger, each award of RYFL restricted stock, whether or not vested, that is outstanding immediately prior to the effective time will fully vest and be cancelled and converted into the right to receive the merger consideration, less applicable tax withholdings. Based on Finward’s closing stock price of $44.00 as of July 28, 2021, the transaction has an implied valuation of approximately $52.9 million.stock.A current director or executive officer of RYFL, as mutually agreed upon prior to closing by Finward and RYFL, will be appointed to the boards of directors of Finward and Peoples Bank effective as of the closing of the Merger.COVID-19In December 2019, COVID-19 was reported in China, and, in March 2020, the World Health Organization declared it a pandemic. On March 12, 2020, the President of the United States declared the COVID-19 outbreak in the United States a national emergency. The COVID-19 pandemic has caused significant economic dislocation in the United States as many state and local governments ordered non-essential businesses to close and residents to shelter in place at home. While many of these measures have been lifted or eased since the beginning of the pandemic and economic growth is beginning to recover, the pandemic resulted in an unprecedented slow-down in economic activity and a related increase in unemployment. Since the COVID-19 outbreak, the stock markets have experienced high levels of volatility at times and, in particular, many bank stocks have declined in value. In response to the COVID-19 outbreak, the FRB has reduced the benchmark federal funds rate to a target range of 0% to 0.25%, and the yields on 10- and 30-year treasury notes have declined to historic lows. Various state governments and federal agencies are encouraging lenders to provide forbearance and other relief to borrowers (e.g., waiving late payment and other fees). The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and recently passed legislation has provided relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. Certain industries have been particularly hard-hit, including the travel and hospitality, restaurant, and retail industries.Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 pandemic on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and when and how the economy may be fully reopened in our market areas.30the COVID-19 pandemicRYFL stockholder stock and cash elections and the related adverse localallocation and national economic consequences, we could be subject to anyproration provisions of the following risks, anyMerger Agreement, Finward issued 795,423 shares of which could have a significant effect on our business, financial condition, liquidity,its common stock and resultspaid cash consideration of operations:●Demand for our products and services may decline, making it difficult to grow assets and income.●If the economies in the Bank’s market areas are unable to fully reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased provisions for loan losses, charge-offs, and reduced income.●Collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase.●The Bank’s allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income.●The net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to the Bank.●As a result of the decline in the FRB’s target federal funds rate, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread, and correspondingly reducing our net income.●A material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash dividend.●Our wealth management revenues may decline with continuing market volatility.●We rely on third party vendors for certain critical services, and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on the Bank.●FDIC premiums may increase if the agency experiences additional resolution costs.Moreover, our future success and profitability substantially dependsapproximately $18.7 million in the RYFL Merger. Based on the management skillsJanuary 28, 2022 closing price of our executive officers$47.75 per share of Finward common stock, the transaction had an implied valuation of approximately $56.7 million. The acquisition further expanded the Bank’s banking center network in Cook County and directors, many of whom have held officer and director positions withDuPage County, Illinois, expanding the Bancorp and the Bank for many years. The Bancorp has put in place measures such as remote work to protect the health and safety of our employees. The unanticipated loss or unavailability of key employees due to the outbreak could harm our ability to operate our business or execute our business strategy. However, the Bancorp has an appropriate emergency succession plan in place, which is reviewed and approved annually by the Bancorp’s board of directors.Bank’s full-service retail banking network.Any one or a combination of the factors identified above may remain prevalent for a significant period of time and could negatively impact our business, financial condition, and results of operations and prospects even after the COVID-19 outbreak has subsided.The extent to which the COVID-19 outbreak impacts our business, results of operations, and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can fully resume. Even after the COVID-19 outbreak has subsided, we may continue to experience significant impacts to our business as a result of the virus’s regional, national, and global economic impact, including the availability of credit, adverse impacts on our liquidity, and any recession that has occurred or may occur in the future.There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the outbreak is highly uncertain and subject to change. We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole. That being said, we believe the Bancorp and the Bank are well prepared for the economic and social consequences of the COVID-19 global pandemic.31Impacts of COVID-19The COVID-19 pandemic began to impact the Bancorp’s operations during March 2020, and as of the date of this report, continues to influence operating decisions. In response to the pandemic, the Bancorp’s management implemented the following policy actions:●Participating in the U.S. Small Business Administration’s Paycheck Protection Program (“PPP”), a program initiated to help small businesses maintain their workforces during the pandemic. As of June 30, 2021, the Bancorp approved 782 applications totaling $91.5 million for the first round, with an average loan size of approximately $117 thousand. These loans helped local business owners retain 10,758 employees based on the borrowers’ applications. The Bancorp’s SBA lender fee is averaging approximately 3.80% for the first round of the program, and fees will be earned over the life of the associated loans. The first round of PPP closed in August of 2020. On December 21, 2020, Congress passed the Consolidated Appropriations Act, 2021, which included provisions for a second round of PPP funding in 2021. As of June 30, 2021, the Bancorp approved 420 applications totaling $37.5 million for the second round, with an average loan size of approximately $89 thousand. These loans will help local business owners retain 4,410 employees based on the borrowers’ applications. The Bancorp’s SBA lender fee is averaging approximately 5.32% for this program, and fees will be earned over the life of the associated loans. As of June 30, 2021, the Bancorp had remaining loan balances under the Paycheck Protection Program totaling $50.3 million.●Prudently helping borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19. Consistent with regulatory guidance, the Bancorp will consider deferring or modifying a loan customer’s repayment obligation if the customer’s cash flow has been negatively impacted by the pandemic. The Bancorp’s management anticipates that additional borrower deferral and modification requests will continue in 2021 at a reduced pace. Loans modified to interest only payment or full payment deferral as part of the effects of COVID-19 as of June 30, 2021, are as follows: 15 $ 1,656 1 $ 2,973 - - 2 1,021 1 98 - - 16 $ 1,754 3 $ 3,994 ●As the Bancorp continues to monitor the borrowers that are in and outside of deferral status, some loan relationships may be deemed non-performing. As of June 30, 2021, a single large commercial real estate loan relationship, which operates a hotel, with a carrying balance of $5.0 million, came out of deferral status and was deemed non-performing after COVID-19 pandemic stresses negatively impacted weak operating performance which occurred prior to the pandemic. Through management’s review of the loan relationship, a specific reserve within the allowance for loan losses was allocated as of June 30, 2021. As of June 30, 2021, the customer has opened a payment reserve account with the Bancorp to be used for future contractual payments and is currently in compliance with all modified loan terms. No other material COVID-19 impacted loans that are in deferral status have been deemed non-performing at this time. As of June 30, 2021, a total of 211 loans have come out of COVID-19 related deferral status with carrying balances of $81.6 million. All of these loans continue to be performing, except one commercial real estate loan with a carrying balance of $835 thousand and one residential real estate loan with a carrying balances of $108 thousand. SBA Loan Subsidy ProgramPursuant to the CARES Act, Section 1112, Congress has determined that all existing borrowers under the SBA Section 7(a) program are adversely affected by COVID-19, and are therefore entitled to a subsidy in the form of relief payments. Specifically, the CARES Act provides that the SBA will pay the principal and interest on any existing and current SBA 7(a) loan for a period of nine months. These principal and interest payments will be made by the SBA directly to the SBA 7(a) lender and will begin with the next payment due. The Bancorp is a qualified SBA Section 7(a) lender, and is participating in the Section 1112 program. As of June 30, 2021, the Bancorp had 16 loans eligible for the program, with an aggregate principal amount of $1.1 million. Payments under the program will not constitute new loans for the Bancorp, but simply payments of principal and interest on loans that already exist in the Bancorp’s SBA 7(a) loan portfolio and are current on borrower payments.322021,2022, total assets increased by $107.2$480.7 million (7.2%(29.7%), with interest-earning assets increasing by $106.2$415.3 million (7.6%(27.3%). At June 30, 2021,2022, interest-earning assets totaled $1.5$1.9 billion compared to $1.4$1.5 billion at December 31, 2020.2021. Earning assets represented 93.9%92.3% of total assets at June 30, 20212022 and 93.5%94.0% of total assets at December 31, 2020.2021. The increase in total assets and interest earning assets for the six months was primarily the result of increased cash balances related to strong core deposit growth.the acquisition of RYFL.LoansNet loans receivable totaled $969.5 million$1.5 billion at June 30, 2021,2022, compared to $965.1$953.4 million at December 31, 2020.2021. The loan portfolio, which is the Bancorp’s largest asset, is the primary source of both interest and fee income. The Bancorp’s lending strategy emphasizes quality loan growth, product diversification, and competitive and profitable pricing. The Bancorp continues to review its loan pipelines and credit product specifications in connection with the effects on economic activity and employment stemming from the COVID-19 global pandemic. As a result of this review, management believes the Bancorp’s loan portfolio and current pipelines are well-positioned to withstand the current effects of the pandemic and address the needs of the Bancorp’s customers. $ 268,649 27.8 % $ 286,048 29.8 % $ 459,151 31.3 % 260,134 33.0 % 36,684 3.8 % 39,233 4.1 % 35,672 2.4 % 34,612 5.4 % 315,087 32.6 % 298,257 31.0 % 420,735 28.6 % 317,145 31.2 % 104,154 10.8 % 93,562 9.7 % 153,422 10.4 % 123,822 9.7 % 53,639 5.6 % 50,571 5.3 % 248,495 16.9 % 61,194 5.7 % 309 0.0 % 215 0.0 % 1,673 0.1 % 582 0.1 % 37,693 2.6 % 37,887 1.8 % 149,414 15.5 % 158,140 16.4 % 103,649 7.1 % 115,772 11.4 % 544 0.1 % 1,025 0.1 % 28,135 2.9 % 24,232 2.5 % 8,462 0.9 % 10,142 1.1 % 8,081 0.6 % 8,991 1.7 % $ 965,077 100.0 % $ 961,425 100.0 % 1,468,571 100.0 % 960,139 100.0 % 6,482 6,810 (672 ) (229 ) $ 1,474,381 $ 966,720 $ 534,824 55.4 % $ 491,860 51.2 % $ 636,956 43.4 % $ 542,975 56.6 % 60.5 % 64.5 % 64.5 % 69.0 % 69.6 % 74.2 % 70.2 % 59.6 % 76.0 % 63.4 % 76.9 % 67.4 % $ 14,161 $ 28,807 $ 106,023 $ 310,160 459,151 4,598 21,818 8,979 277 35,672 24,809 106,633 287,314 1,979 420,735 33,355 42,343 58,097 19,627 153,422 20,093 101,066 124,754 2,582 248,495 30 731 912 - 1,673 - 61 10,190 27,442 37,693 43,699 42,507 16,948 495 103,649 100 3,211 4,770 - 8,081 $ 140,845 $ 347,177 $ 617,987 $ 362,562 $ 1,468,571 2021,2022, the Bancorp originated $85.9$33.5 million in new fixed rate mortgage loans for sale, compared to $114.2$94.2 million during the six months ended June 30, 2020. The decrease in originations of these fixed rate mortgage loans is due to significant refinance activity in the prior year due to the low interest rate environment.2021. Net gains realized from the mortgage loan sales totaled $898 thousand for the six months ended June 30, 2022, compared to $3.2 million for the six months ended June 30, 2021, compared to $3.6 million2021. The decrease in net gains realized from mortgage loan sales for the six months ended June 30, 2020.2022 compared to the prior year period is primarily due to lower demand for fixed rate mortgage loans as a result of increases in mortgage rates, which in-turn has resulted in a slowing in the sale of these mortgage loans. At June 30, 2021,2022, the Bancorp had $5.9$1.5 million in loans that were classified as held for sale, compared to $11.3$5.0 million at December 31, 2020.2021.2021,2022, non-performing loans that remained accruing and more than 90 days past due include onefour residential real estate loans totaling $610 thousand, three commercial real estate loanloans totaling $95 thousand, one residential real estate loan totaling $79 thousand, one construction and land development loan totaling $42$517 thousand, and onetwo commercial business loanloans totaling $33$81 thousand. The Bancorp will at times leave notes accruing,maintain certain loans on accrual status, despite being over 90 days past due, for short periods of time when management has reason to believe payments are in process of being received.33 $ 4,259 $ 6,470 $ 5,585 $ 4,682 495 505 610 657 6,616 5,827 3,111 1,031 41 20 - - 400 504 369 455 - - 462 1,039 346 436 - - - - - - - - - - - - $ 12,273 $ 14,365 $ 10,021 $ 7,261 1.26 % 1.49 % 0.68 % 0.75 % 0.76 % 0.96 % 0.48 % 0.45 % 20212022 or December 31, 2020.2021. $ 4,113 $ 6,387 $ 6,019 $ 3,722 512 495 624 632 8,398 8,180 6,845 3,562 - - - - 400 504 2,901 384 - - 916 1,061 279 387 - - - - - - - - - - - - $ 14,339 $ 16,627 $ 16,668 $ 8,687 $ 3,969 $ 3,539 560 761 13,801 11,983 3,662 3,652 1,377 1,408 - - 1,162 1,341 - - 60 - - - $ 24,591 $ 22,684 $ 2,055 $ 2,940 400 415 10,890 12,011 800 3,630 1,541 153 3,057 1,915 - - - 59 - - $ 18,743 $ 21,123 34 $ 1,732 $ 2,165 293 353 7,406 6,341 - - 596 716 - - 2,091 2,246 - - - - - - $ 12,118 $ 11,821 $ 2,347 $ 1,771 154 284 3,816 1,600 800 - 2,940 556 1,330 1,597 20 - - - - - $ 11,407 $ 5,808 $ 315 $ 614 102 187 Commercial real estate 1,646 872 - - - - - - 388 448 Consumer - - - - - - $ 2,451 $ 2,121 The decrease in nonperforming and substandard loans as of June 30, 2021, is the result of the removal of residential real estate loans totaling $2.2 million, which was offset by the addition of two commercial real estate customers with loans totaling $1,253 thousand to nonaccrual. The increase in special mention loans as of June 30, 2021, is the result of the addition of five commercial real estate customers with loans totaling $3.1 million, which was offset by the movement of one commercial real estate customer with loans totaling $835 thousand to substandard and one commercial real estate customer with loans totaling $189 thousand to a pass rating. The increase in impaired loans as of June 30, 2021, is the result of the addition of two commercial real estate customers with loans totaling $1,253 thousand. $ 1,230 $ 342 84 83 617 747 - - - - 518 694 - - - - - - $ 2,449 $ 1,866 2021,2022, management is of the opinion that there are no loans, except certain of those discussed above or as part of credit risk impacts of COVID-19, where known information about possible credit problems of borrowers causes management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms and which will imminently result in such loans being classified as past due, non-accrual or a troubled debt restructure. Management does not presently anticipate that any of the non-performing loans or classified loans would materially affect future operations, liquidity or capital resources.3532 $ 62 $ (112 ) 96 8 533 19 393 120 114 80 - - (53 ) 932 9 (8 ) - - - (17 ) $ 1,154 $ 1,022 $ (4 ) $ 25 $ 21 $ 226 $ 62 (1 ) - (1 ) 16 96 - - - 12 533 - - - (375 ) 393 - - - 280 114 - - - - 19 19 (239 ) (53 ) (17 ) 5 (12 ) 80 9 - - - - - - - - - Total $ (22 ) $ 49 $ 27 $ - $ 1,154 $ (2 ) $ 10 $ 8 - - - (80 ) - (80 ) (17 ) - (17 ) - - - - - - (78 ) 17 (61 ) (13 ) 8 (5 ) - - - - - $ (190 ) $ 35 $ (155 ) $ - $ 50 $ 50 - - - - - - - - - - - - - 38 38 (37 ) 12 (25 ) - - - - - $ (37 ) $ 100 $ 63 $ (4 ) $ 25 $ 21 (1 ) - (1 ) - - - - - - - - - - - - - 19 19 (17 ) 5 (12 ) - - - - - $ (22 ) $ 49 $ 27 3633 $ 13,406 $ 13,343 $ 1,474,381 $ 966,720 $ 10,021 $ 7,261 0.91 % 1.38 % 133.8 % 183.8 % 2021,2022, total purchased credit impaired loans reserves totaled $2.0 million compared to $2.1$1.4 million at December 31, 2020.2021. Additionally, the Bancorp has acquired loans where there was not evidence of credit quality deterioration since origination and has marked these loans to their fair values. As part of the fair value of loans receivable, a net fair value discount was established for loans acquired of $1.4$6.0 million at June 30, 2021,2022, compared to $2.0$1.1 million at December 31, 2020.2021. Details on these fair value marks and the additional reserves created can be found in Note 5, Loans Receivable. $ 13,639 $ 12,458 $ 969,491 $ 965,146 $ 12,273 $ 14,365 1.41 % 1.29 % 111.1 % 86.7 % The June 30, 2021, balance in the ALL account is considered adequate by management after evaluation of the loan portfolio, past experience, current economic and market conditions, and additional reserves from acquisition accounting as described in the immediately preceding paragraph. While management may periodically allocate portions of the allowance for specific problem loans, the whole allowance is available for any loan charge offs that occur. The allocation of the ALL reflects performance and growth trends within the various loan categories, as well as consideration of the facts and circumstances that affect the repayment of individual loans, and loans which have been pooled as of the evaluation date, with particular attention given to non-performing loans and loans which have been classified as substandard, doubtful or loss. Management has allocated reserves to both performing and non-performing loans based on current information available.At June 30, 2021, foreclosed real estate totaled $368 thousand, which was comprised of five properties, compared to $538 thousand and ten properties at December 31, 2020. Net gains from the sale of foreclosed real estate totaled $27 thousand for the six months ended June 30, 2021. At the end of June 2021, all of the Bancorp’s foreclosed real estate is located within its primary market area.$473.9$400.5 million at June 30, 2021,2022, compared to $410.7$526.9 million at December 31, 2020, an increase2021, a decrease of $63.3$126.4 million (15.4%(24.0%). The increase indecrease is attributable to increased unrealized losses within the portfolio and the use of cashflows from the securities portfolio to fund loan growth. The acute increase in interest rates during the year is a result of investmentsix months ended June 30, 2022, including an increase by the Federal Reserve in the securityfederal funds target rate from 0.25% as of December 31, 2021 to 1.75% as of June 30, 2022, was the primary cause of the increase in unrealized losses on available-for-sale securities within the Bancorp’s investment portfolio. Management continues to actively monitor the securities portfolio and does not currently anticipate the need to realize losses from the securities portfolio, and it is unlikely the Bancorp will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity. At June 30, 2021,2022, the securities portfolio represented 31.5%20.6% of interest-earning assets and 29.5%19.1% of total assets compared to 29.3%34.6% of interest-earning assets and 27.4%32.5% of total assets at December 31, 2020.2021. $ - 0.0 % $ 52,941 12.9 % 10,796 2.3 % 7,860 1.9 % $ 7,934 2.0 % $ 8,669 1.6 % 401 0.1 % - 0.0 % 594 0.2 % 400 0.1 % 195,361 41.2 % 154,736 37.7 % 150,061 37.5 % 184,701 35.1 % 266,399 56.2 % 194,203 47.3 % 240,847 60.0 % 332,127 63.0 % 970 0.2 % 929 0.2 % 1,030 0.3 % 992 0.2 % $ 473,927 100.0 % $ 410,669 100.0 % $ 400,466 100.0 % $ 526,889 100.0 % $ $ $ 50,406 $ 5,908 $ 44,498 753.2 % $ 55,602 $ 19,987 $ 35,615 178.2 % 649 - 649 100.0 % 2,856 464 2,392 515.5 % 1,471 1,897 (426 ) -22.5 % 1,482 1,709 (227 ) -13.3 % 3,247 3,918 (671 ) -17.1 % 3,038 3,247 (209 ) -6.4 % 37primarily the result of deposit growth.the timing of cash flows and public fund deposits. $ - 0.00 % $ - 0.00 % $ 7,934 1.00 % $ - 0.00 % $ 7,934 199 0.13 % 395 2.38 % - 0.00 % - 0.00 % 594 296 5.14 % 1,561 3.93 % 16,935 3.43 % 222,055 2.76 % 240,847 - 0.00 % - 0.00 % - 0.00 % 1,030 2.57 % 1,030 $ 495 3.12 % $ 1,956 3.62 % $ 24,869 2.65 % $ 223,085 2.76 % $ 250,405 $ $ $ 582,967 $ 516,487 $ 66,480 12.9 % $ 755,256 $ 629,038 $ 126,218 20.1 % 277,944 254,108 23,836 9.4 % 436,203 293,976 142,227 48.4 % 253,427 246,916 6,511 2.6 % 327,360 271,970 55,390 20.4 % 280,758 284,828 (4,070 ) -1.4 % 398,396 239,217 159,179 66.5 % $ 1,395,096 $ 1,302,339 $ 92,757 7.1 % $ 1,917,215 $ 1,434,201 $ 483,014 33.7 % overallfollowing table presents the average daily amount of deposits and average rates paid on such deposits for the periods indicated. The amounts are stated inthousands (000’s). $ 361,252 - $ 280,900 - 347,983 0.07 297,012 0.08 306,827 0.05 253,468 0.13 409,210 0.14 277,839 0.06 387,982 0.15 271,882 0.46 $ 1,813,254 0.08 $ 1,381,101 0.18 totaloverall deposits is primarily athe result of management’s salesthe RYFL acquisition, as well as the Bancorp’s efforts along with customer preferences for competitively priced short-term liquid investments.to maintain and grow core deposits. $ $ $ 24,399 $ 13,711 $ 10,688 78.0 % $ 24,536 $ 14,581 $ 9,955 68.3 % - 6,149 (6,149 ) -100.0 % $ 24,399 $ 19,860 $ 4,539 22.9 % $ 24,536 $ 14,581 $ 9,955 68.3 % decreaseincrease in borrowings wasother assets is primarily related to increased deferred tax assets as result of increased unrealized losses within the securities portfolio. Other liabilities totaled $23.1 million at June 30, 2022, compared to $15.3 milllion at December 31, 2021. The increase in other liabilities is primarily the result of paydowns on the Bancorp’s outstanding borrowed funds.increased fair value of interest rate swap contracts and ACH prefunding liabilities.2021,2022, cash and cash equivalents increased by $48.7$46.1 million compared to a $50.0$48.7 million increase for the six months ended June 30, 2020.2021. The primary sources of cash and cash equivalents were cash and cash equivalents from acquisition activity, the sale of loans originated for sale, proceeds from the sale of securities, proceeds from the maturity and paydown of securities, proceeds from the sale of securities,change in deposits, and growth of deposits.change in repurchase agreements and other borrowed funds. The primary uses of cash and cash equivalents were origination of loans for sale andthe purchase of securities.securities, and loan originations. Cash provided by operating activities totaled $13.5$5.9 million for the six months ended June 30, 2021,2022, compared to cash provided of $10.9$13.6 million for the six month period ended June 30, 2020.2021. Cash provided from operating activities was primarily a result of net income and sale of loans originated for sale, offset by loans originated for sale.sale and net change in accrued expenses and other liabilites. Cash outflowsprovided from investing activities totaled $60.0$24.8 million for the current period, compared to cash outflows of $85.6$60.0 million for the six months ended June 30, 2020.2021. Cash outflowsprovided from investing activities for the current six months were primarily related to the purchase of securitiescash and loans receivable, offset against proceedscash equivalents from sales of securities,acquisition activity, net, and proceeds from the sales and maturities of securities, offset against the net change in loans receivable and paydownspurchase of securities.securites. Cash provided from financing activities totaled $95.1$15.4 million during the current period compared to net cash provided of $124.8$95.0 million for the six months ended June 30, 2020.2021. The net cash inflowsprovided from financing activities were primarily a result of net change in deposits and the change in other borrowed funds, offset against repayment of FHLB advances and payment of quarterly dividends.funds. On a cash basis, the Bancorp paid dividends on common stock of $2.4 million for the six months ended June 30, 2022, and $2.2 million for the six months ended June 30, 2021, and $2.1 million for the six months ended June 30, 2020.2021.382021,2022, outstanding commitments to fund loans totaled $219.9$276.1 million. Approximately 52.1%54.1% of the commitments were at variable rates. Standby letters of credit, which are conditional commitments issued by the Bancorp to guarantee the performance of a customer to a third party, totaled $11.2$13.6 million at June 30, 2021.2022. Management believes that the Bancorp has sufficient cash flow and borrowing capacity to fund all outstanding commitments and letters of credit, while maintaining proper levels of liquidity.2021,2022, stockholders' equity increaseddecreased by $3.9$20.0 million (2.6%(12.7%). During the six months ended June 30, 2021,2022, stockholders’ equity was primarily decreased by other comprehensive losses as the result of market value changes within the securities portfolio of $62.1 million and dividends declared of $2.7 million, offset by increased byadditional paid in capital related to the RYFL acquisition of $38.0 million and net income of $8.1$6.6 million. Decreasing stockholders’ equity was decreased unrealized gains on available securities of $2.2 million and the declaration of $2.2 million in cash dividends. On April 24, 2014 the Bancorp’s Board of Directors authorized a stock repurchase program to repurchase up to 50,000 shares of the Bancorp’s outstanding common stock, from time to time and subject to market conditions, on the open market or in privately negotiated transactions. The stock repurchase program does not expire and is only limited by the number of shares that can be purchased. The stock repurchase program will be reviewed annually by the Board of Directors. No shares were repurchased under the program during the first six months of 20212022 or 2020.2021. During 2021, 13,4932022, 11,158 restricted stock shares vested under the Incentive Plan outlined in Note 9 of the financial statements, of which 3,1152,449 of these shares were withheld in the form of a net surrender to cover the withholding tax obligations of the vesting employees. The repurchase of these surrendered shares is considered outside of the scope of the formal board approved stock repurchase program. Bancorp is subject to risk-based capital guidelines adopted by the Board of Governors of the Federal Reserve System (the “FRB”), and the Bank is subject to risk-based capital guidelines adopted by the FDIC. As applied to the Bancorp and the Bank, the FRB and FDIC capital requirements are substantially the same. TheseThe regulations divide capital into multiple tiers. The first tier (Common Equity Tier 1 Capital) includes common shareholders’ equity, after deductions for various items including goodwill and certain other intangible assets, and after certain other adjustments. Common Equity Tier 1 Capital also includes accumulated other comprehensive income (for organizations that do not make opt-out elections). The next tier (Tier 1 Capital) is comprised of Common Equity Tier 1 Capital plus other qualifying capital instruments such as perpetual noncumulative preferred stock and junior subordinated debt issued to trusts, and other adjustments. The third tier (Tier 2 Capital) includes instruments such as subordinated debt that have a minimum original maturity of at least five years and are subordinated to the claims of depositors and general creditors, total capital minority interest not included in Tier 1 Capital, and limited amounts of the allowance for loan losses, less applicable regulatory adjustments and deductions. The Bancorp and the Bank areis required to maintain a Common Equity Tier 1 Capital ratio of 4.5%, a Tier 1 Capital ratio of 6%, and a Total Capital ratio (comprised of Tier 1 Capital plus Tier 2 Capital) of 8%. In addition, the capital regulations provide for a minimum leverage ratio (Tier 1 capital to adjusted average assets) of 4%. The capital conservation buffer requirement was phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increased each year until the buffer requirement became fully effective on January 1, 2019.392021,2022, the Bancorp’s and Bank’s regulatory capital ratiosrisk weighted assets continued to be negatively impacted by regulatory requirements regarding collateralized debt obligations. The regulatory requirements state that for collateralized debt obligations that have been downgraded below investment grade by the rating agencies, increased risk based asset weightings are required. The Bancorp currently holds pooled trust preferred securitiescollateralized debt obligations with a cost basis of $2.2 million. These investments currently have ratings that are below investment grade. As a result, approximately $9.3$8.6 million of risk-based assets are generated by the trust preferred securitiescollateralized debt obligations in the Bancorp’s and Bank’s total risk based capital calculation.The following table shows that, at June 30, 2021, and December 31, 2020, the Bancorp’s capital exceeded all applicable regulatory capital requirements. The dollar amounts are in millions. $ 130.7 13.0 % $ 45.4 4.5 % N/A N/A $ 130.7 13.0 % $ 60.6 6.0 % N/A N/A $ 143.4 14.2 % $ 80.8 8.0 % N/A N/A $ 130.7 8.3 % $ 64.0 4.0 % N/A N/A $ 124.0 12.7 % $ 43.9 4.5 % N/A N/A $ 124.0 12.7 % $ 58.6 6.0 % N/A N/A $ 136.2 14.0 % $ 78.1 8.0 % N/A N/A $ 125.3 8.4 % $ 59.2 4.0 % N/A N/A 2021,2022, and December 31, 2020,2021, the Bank’s capital exceeded all applicable regulatory capital requirements. The dollar amounts are in millions. $ 128.0 12.7 % $ 45.3 4.5 % $ 65.4 6.5 % $ 155.5 10.5 % $ 66.6 4.5 % $ 96.2 6.5 % $ 128.0 12.7 % $ 60.3 6.0 % $ 80.5 8.0 % $ 155.5 10.5 % $ 88.8 6.0 % $ 118.3 8.0 % $ 140.6 14.0 % $ 80.5 8.0 % $ 100.6 10.0 % $ 168.9 11.4 % $ 118.3 8.0 % $ 147.9 10.0 % $ 128.0 8.1 % $ 63.9 4.0 % $ 79.9 5.0 % $ 155.5 7.8 % $ 81.0 4.0 % $ 101.2 5.0 % $ 122.0 12.6 % $ 43.8 4.5 % $ 63.2 6.5 % $ 136.6 13.0 % $ 47.4 4.5 % N/A N/A $ 122.0 12.6 % $ 58.4 6.0 % $ 77.8 8.0 % $ 136.6 13.0 % $ 63.3 6.0 % N/A N/A $ 134.2 13.8 % $ 77.8 8.0 % $ 97.3 10.0 % $ 149.8 14.2 % $ 84.3 8.0 % N/A N/A $ 122.0 8.3 % $ 59.1 4.0 % $ 73.9 5.0 % $ 136.6 8.6 % $ 64.2 4.0 % N/A N/A 2021,2022, without the need for qualifying for an exemption or prior DFI approval, is its 20212022 net profits plus $4.7$21.4 million. Moreover, the FDIC and the FRBFederal Reserve Board may prohibit the payment of dividends if it determines that the payment of dividends would constitute an unsafe or unsound practice in light of the financial condition of the Bank. On June 25, 2021,May 20, 2022, the Board of Directors of the Bancorp declared a second quarter dividend of $0.31 per share. The Bancorp’s second quarter dividend was paid to shareholders on July 7, 2021.2022.40QuarterThree Months Ended June 30, 20212022 to the QuarterThree Months Ended June 30, 20202021quarterthree months ended June 30, 2021,2022, the Bancorp reported net income of $3.6$4.4 million, compared to net income of $4.9$3.6 million for the quarter ended June 30, 2020, a decrease of $1.3 million (26.4%). For the quarter, the ROA was 0.90%, compared to 1.36% for the quarter ended June 30, 2020. The ROE was 9.17% for the quarterthree months ended June 30, 2021, an increase of $860 thousand (24.1%). For the three months, the ROA was 0.85%, compared to 13.72%0.90% for the quarterthree months ended June 30, 2020.2021. The ROE was 12.45% for the three months ended June 30, 2022, compared to 9.17% for the three months ended June 30, 2021.quarterthree months ended June 30, 20212022 was $11.9$17.3 million, an increase of $457 thousand (4.0%$5.4 million (45.7%), compared to $11.4$11.9 million for the quarterthree months ended June 30, 2020.2021. The weighted-average yield on interest-earning assets was 3.68% for the three months ended June 30, 2022, compared to 3.38% for the quarterthree months ended June 30, 2021, compared to 3.93% for the quarter ended June 30, 2020.2021. The weighted-average cost of funds for the quarterthree months ended June 30, 20212022 was 0.16%0.09% compared to 0.47%0.16% for the quarterthree months ended June 30, 2020.2021. The impact of the 3.38%3.68% return on interest earning assets and the 0.16%0.09% cost of funds resulted in an interest rate spread and margin of 3.22%3.59% for the current quarter,three months, a decreaseincrease from the 3.46%3.22% spread for the quarterthree months ended June 30, 2020.2021. The net interest margin on earning assets was 3.22% for the quarter ended June 30, 2021 and 3.48% for the quarter ended June 30, 2020. On a tax equivalent basis, the Bancorp’s net interest margin was 3.42% for the quarter ended June 30, 2021, compared to 3.63% for the quarter ended June 30, 2020. Comparing the net interest margin on a taxtax-adjusted basis was 3.78% for the three months ended June 30, 2022, compared to 3.42% for the three months ended June 30, 2021. The Bancorp believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully-taxable equivalent basis, more accurately comparesas these measures provide useful information to make peer comparisons. Tax adjusted net interest margin represents a non-GAAP financial measure. See the returns on tax-exempt loansnon-GAAP reconciliation table immediately below and securities to those on taxable interest-earning assets.the section captioned “Non-GAAP Financial Measures” for further disclosure regarding non-GAAP financial measures. $ 17,298 $ 11,872 930 745 18,228 12,617 1,927,664 1,473,625 3.78 % 3.42 %
Balance
Balance
Balance
Balance $ 57,543 $ 9 0.06 $ 39,325 $ 15 0.15 $ 25,679 $ 45 0.70 $ 57,543 $ 9 0.06 1,288 - - 1,738 18 4.14 1,388 2 0.58 1,288 - - 1,473 7 1.90 1,734 11 2.54 1,625 3 0.74 1,473 7 1.90 433,355 2,124 1.96 288,330 1,532 2.13 438,309 2,449 2.23 433,355 2,124 1.96 976,520 10,275 4.21 977,866 11,297 4.62 1,457,625 15,221 4.18 976,520 10,275 4.21 3,446 20 2.32 3,918 32 3.27 3,038 20 2.63 3,446 20 2.32 1,473,625 $ 12,435 3.38 1,312,911 $ 12,905 3.93 1,927,664 $ 17,740 3.68 1,473,625 $ 12,435 3.38 36,377 17,713 21,435 36,377 (13,255 ) (9,553 ) (13,399 ) (13,255 ) 97,863 102,964 149,339 97,863 $ 1,594,610 $ 1,424,035 $ 2,085,039 $ 1,594,610 $ 1,402,398 $ 549 0.16 $ 1,237,241 $ 1,380 0.45 $ 1,884,712 $ 389 0.08 $ 1,402,398 $ 549 0.16 16,855 12 0.28 13,671 17 0.50 22,618 26 0.46 16,855 12 0.28 1,720 2 0.47 13,981 93 2.66 9,851 27 1.10 1,720 2 0.47 1,420,973 $ 563 0.16 1,264,893 $ 1,490 0.47 1,917,181 $ 442 0.09 1,420,973 $ 563 0.16 17,787 17,741 25,443 17,787 1,438,760 1,282,634 1,942,624 1,438,760 155,850 141,401 142,415 155,850 $ 1,594,610 $ 1,424,035 �� $ 2,085,039 $ 1,594,610 3.59 % 3.22 % 3.59 % 3.22 % decrease inincreased net interest earning asset income and net interest margin for the three months ended June 30, 2021, compared to the three months ended June 30, 2020, is primarily related to continued decreased reinvestment rates in 2021 for loans, securities, and excess cash balances, as a result of the Federal Reserve cuts occurring in March 2020. The decrease in interest bearing liability expense is2022 was primarily the result of the Bancorp adjusting depositincreased earning assets acquired through the RYFL acquisition, reallocation of securities cashflows into organic loan growth, and repurchase agreement pricing to align with the currentmaintaining lower interest rate cycle.expense.4138quarterthree months ending June 30, 2021,2022, and June 30, 2020.2021. vs. 6/30/2021 (unaudited) $ 1,116 $ 2,464 $ (1,348 ) -54.7 % 1,471 1,151 320 162.4 % $ 1,560 $ 1,471 $ 89 6.1 % 576 514 62 12.1 % 588 576 12 2.1 % 291 1,116 (825 ) -73.9 % 269 667 (398 ) -59.7 % 258 269 (11 ) -4.1 % 188 188 - 0.0 % 193 188 5 2.7 % 36 43 (7 ) -16.3 % - 36 (36 ) -100.0 % 24 19 5 26.3 % 6 24 (18 ) -75.0 % $ 3,680 $ 5,046 $ (1,366 ) -27.1 % $ 2,896 $ 3,680 $ (784 ) -21.3 % activity in the prior year2021 due to the economic and ratelow-rate environment, which resulted in more loans originated and sold. We expect demand for fixed rate mortgage loans held-for-sale in the secondary market to be lower as borrowing rates on loans increase. The increase in fees and service charges is primarily the result of changesthe acquisition of RYFL and the resultant increase in our customer usage of bank services as our community recovers from the pandemic. The decrease in gains on the sale of securities is a result of current market conditions and actively managing the portfolio.base.quarterthree months ending June 30, 2021,2022, and June 30, 2020.2021. vs. 6/30/2021 $ 5,897 $ 5,620 $ 277 4.9 % $ 7,538 $ 5,897 $ 1,641 27.8 % 1,246 597 649 108.7 % 1,324 1,295 29 2.2 % 1,729 1,324 405 30.6 % 597 532 65 12.2 % 195 180 15 8.3 % 385 195 190 97.4 % 204 159 45 28.3 % 380 204 176 86.3 % 2,793 2,227 566 25.4 % 3,898 2,793 1,105 39.6 % $ 11,010 $ 10,013 $ 997 10.0 % $ 15,176 $ 11,010 $ 4,166 37.8 % retention.wage inflation. The increase in data processing expense is primarily the result of increased system utilization due to growth of the Bank, and continued investment in technological advancements such as Salesforce and nCino. The increase in occupancy and equipment expense is primarily related to the RYFL acquisition and higher operating costs. Marketing expenses have increased to enhance brand recognition in new markets and gain more wallet share. The increase in federal deposit insurance premiums is primarily the result of growth of the bank’s average assets. The increase in other operating expenses is primarily the result of one-time expenses related to the acquisition of RYFL, continued investments in strategic initiatives.initiatives focusing on growth of the organization, and inflationary pressures.Bancorp’s efficiency ratio was 70.79%decrease for the quarterthree months ended June 30, 2022, is primarily related to $1.9 million in RYFL conversion expense recognized during the three months ended March 31, 2022.compared to 60.83%an increase of $192 thousand (48.6%). The effective tax rate was 11.7% for the quarterthree months ended June 30, 2020. The increase in the efficiency ratio is the result of lower noninterest income and higher noninterest expense. The efficiency ratio is determined by dividing total noninterest expense by the sum of net interest income and total noninterest income2022, as compared to 10.0% for the period.Income tax expenses for the quarterthree months ended June 30, 2021, totaled $395 thousand, compared to income tax expense of $1.1 million for the quarter ended June 30, 2020, an decrease of $694 thousand (63.7%).2021. The combined effective federal and state tax rates for the Bancorp was 10.0% for the quarter ended June 30, 2021, compared to 18.3% for the quarter ended June 30, 2020. The decrease in theBancorp’s higher current three months effective tax rate for the quarter ended June 30, 2021, is thea result of higher earnings relative to tax preferred income relative to earnings.income.20212022 to the Six Months Ended June 30, 202020212021,2022, the Bancorp reported net income of $8.1$6.6 million, compared to net income of $8.0$8.1 million for the six months ended June 30, 2020, an increase2021, a decrease of $150 thousand (1.9%$1.5 million (19.1%). For the six months ended, the ROA was 1.04%0.65%, compared to 1.16%1.04 % for the six months ended June 30, 2020.2021. The ROE was 8.40% for the six months ended June 30, 2022, compared to 10.54% for the six months ended June 30, 2021, compared to 11.48% for the six months ended June 30, 2020.2021.2021,2022, was $23.9$32.8 million, an increase of $1.8$8.9 million (8.3%(37.3%), compared to $22.1$23.9 million for the six months ended June 30, 2020.2021. The weighted-average yield on interest-earning assets was 3.59% for the six months ended June 30, 2022, compared to 3.48% for the six months ended June 30, 2021, compared to 4.07% for the six months ended June 30, 2020.2021. The weighted-average cost of funds for the six months ended June 30, 2021,2022, was 0.18%0.09% compared to 0.60%0.18% for the six months ended June 30, 2019.2021. The impact of the 3.48%3.59% return on interest earning assets and the 0.18%0.09% cost of funds resulted in an interest rate spread of 3.30%3.50% for the current six months, which is a decreasean increase from the spread of 3.47%3.30% as of June 30, 2020. The2021. On a tax adjusted basis, the Bancorp’s net interest margin on earning assets was 3.31%3.70% for the six months ended June 30, 2021, and 3.49% for the six months ended June 30, 2020. On a tax equivalent basis, the Bancorp’s net interest margin was2022, compared to 3.51% for the six months ended June 30, 2021, compared2021. The Bancorp believes that it is a standard practice in the banking industry to 3.64% for the six months ended June 30, 2020. Comparing thepresent net interest margin and net interest income on a taxfully-taxable equivalent basis, more accurately comparesas these measures provide useful information to make peer comparisons. Tax adjusted net interest margin represents a non-GAAP financial measure. See the returns on tax-exempt loansnon-GAAP reconciliation table immediately below and securities to those on taxable interest-earning assets.the section captioned “Non-GAAP Financial Measures” for further disclosure regarding non-GAAP financial measures.42 $ 32,833 $ 23,918 1,896 1,422 34,729 25,340 1,874,835 1,445,263 3.70 % 3.51 %
Balance
Balance
Balance
Balance $ 54,195 $ 21 0.08 $ 26,406 $ 69 0.52 $ 24,032 $ 53 0.44 $ 54,195 $ 21 0.08 1,040 - - 3,726 85 4.56 4,683 2 0.09 1,040 - - 1,535 15 1.95 1,851 25 2.70 1,674 6 0.72 1,535 15 1.95 408,753 4,065 1.99 284,955 3,202 2.25 474,016 5,024 2.12 408,753 4,065 1.99 976,059 21,021 4.31 945,189 22,326 4.72 1,366,900 28,507 4.17 976,059 21,021 4.31 3,681 40 2.17 3,915 67 3.42 3,530 42 2.38 3,681 40 2.17 1,445,263 $ 25,162 3.48 1,266,042 $ 25,774 4.07 1,874,835 $ 33,634 3.59 1,445,263 $ 25,162 3.48 35,055 18,397 20,821 35,055 (12,960 ) (9,302 ) (13,383 ) (12,960 ) 97,967 98,409 138,343 97,967 $ 1,565,325 $ 1,373,546 $ 2,020,616 $ 1,565,325 $ 1,375,429 $ 1,200 0.17 $ 1,192,482 $ 3,444 0.58 $ 1,813,254 $ 726 0.08 $ 1,375,429 $ 1,200 0.17 15,674 22 0.28 12,803 57 0.89 21,013 42 0.40 15,674 22 0.28 1,903 22 2.31 14,087 187 2.65 7,982 33 0.83 1,903 22 2.31 1,393,006 $ 1,244 0.18 1,219,372 $ 3,688 0.60 1,842,249 $ 801 0.09 1,393,006 $ 1,244 0.18 18,295 15,380 22,029 18,295 1,411,301 1,234,752 1,864,278 1,411,301 154,024 138,794 156,338 154,024 $ 1,565,325 $ 1,373,546 $ 2,020,616 $ 1,565,325 3.50 % 3.30 % 3.50 % 3.31 % x x decrease inincreased net interest earning asset income and net interest margin for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, is primarily related to continued decreased reinvestment rates in 2021 for loans, securities, and excess cash balances, as a result of the Federal Reserve cuts occurring in March 2020. The decrease in interest bearing liability expense is2022 was primarily the result of the Bancorp adjusting depositincreased earning assets acquired through the RYFL acquisition, reallocation of securities cashflows into organic loan growth, and repurchase agreement pricing to align with the currentmaintaining lower interest rate cycle.expense.2021,2022, and June 30, 2020.2021. vs. 6/30/2021 (unadited) $ 3,165 $ 3,617 $ (452 ) -12.5 % 2,537 2,200 337 15.3 % $ 2,864 $ 2,537 $ 327 12.9 % 1,183 1,068 115 10.8 % 1,183 1,183 0 0.0 % 898 3,165 (2,267 ) -71.6 % 686 1,177 (491 ) -41.7 % 639 686 (47 ) -6.9 % 357 357 - 0.0 % 445 357 88 24.6 % 27 103 (76 ) -73.8 % - 27 (27 ) -100.0 % 38 70 (32 ) -45.7 % 11 38 (27 ) -71.1 % $ 7,993 $ 8,592 $ (599 ) -7.0 % $ 6,040 $ 7,993 $ (1,953 ) -24.4 % the prior year2021 due to the economic and ratelow-rate environment, which resulted in more loans originated and sold. We expect demand for fixed rate mortgage loans held-for-sale in the secondary market to be lower as borrowing rates on loans increase. The increase in fees and service charges is primarily the result of changes in customer usagethe acquisition of bank services as our community recovers fromRYFL and the pandemic. Theresultant increase in wealth management income is the result of the Bancorp’s continued focus on expanding its wealth management line of business. The decrease in gains on the sale of securities is a result of current market conditions and actively managing the portfolio.our customer base.432021,2022, and June 30, 2020.2021. vs. 6/30/2021 (unaudited) $ 11,582 $ 10,930 $ 652 6.0 % $ 14,905 $ 11,582 $ 3,323 28.7 % 4,300 1,125 3,175 282.2 % 2,696 2,704 (8 ) -0.3 % 3,229 2,696 533 19.8 % 1,125 1,088 37 3.4 % 394 388 6 1.5 % 1,036 394 642 162.9 % 384 355 29 8.2 % 599 384 215 56.0 % 5,322 4,640 682 14.7 % 7,376 5,322 2,054 38.6 % $ 21,503 $ 20,105 $ 1,398 7.0 % $ 31,445 $ 21,503 $ 9,942 46.2 % retention.wage inflation. The increase in occupancy and equipment expense is primarily related to the RYFL acquisition and higher operating costs. Marketing expenses have increased to enhance brand recognition in new markets and gain more wallet share. The increase in federal deposit insurance premiums is primarily the result of growth of the bank’s average assets. The increase in data processing expense is primarily the result of data conversion expenses related to the acquisition of RYFL, increased system utilization due to growth of the Bank, and continued investment in technological advancements such as Salesforce and nCino. The increase in other operating expenses is primarily the result of one-time expenses related to the acquisition of RYFL, continued investments in strategic initiatives. initiatives focusing on growth of the organization, and inflationary pressures.Bancorp’s efficiency ratioprovision for income taxes was 67.38%$862 thousand for the six months ended June 30, 2022, as compared to $1.1 million for the six months ended June 30, 2021, compared to 65.54%a decrease of $278 thousand (24.4%). The effective tax rate was 11.6% for the six months ended June 30, 2020. The increase in the efficiency ratio is the result of lower noninterest income and higher noninterest expense. The efficiency ratio is determined by dividing total noninterest expense by the sum of net interest income and total noninterest income for the period.Income tax expenses for the six months ended June 30, 2021 totaled $1.1 million,2022, as compared to income tax expense of $1.6 million for the six months ended June 30, 2020, a decrease of $447 thousand (28.2%). The combined effective federal and state tax rates for the Bancorp was 12.3% for the six months ended June 30, 2021, compared to 16.6% for the six months ended June 30, 2020.2021. The Bancorp’s lower current period effective tax rate is a result of ana greater increase in tax preferred income in relationrelative to income.Non-GAAP Financial MeasuresThis filing includes certain financial measures that are identified as non-GAAP. However, certain non-GAAP performance measures are used by management to evaluate and measure the Bancorp’s performance. Although these non-GAAP financial measures are frequently used by investors to evaluate a financial institution, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. This supplemental information should not be considered in isolation or as a substitute for the related GAAP measures.earnings.2020,2021, remain unchanged.20202021 Form 10-K. 2021,2022, the Bancorp’s Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures were effective as of that date in ensuring that information required to be disclosed by the Bancorp under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. 2021,2022, that has materially affected, or is reasonably likely to materially affect, the Bancorp's internal control over financial reporting.Item 1. Legal ProceedingsRisk FactorsUnregistered Sales of Equity Securities and Use of Proceeds20212022 under the stock repurchase program.
of Shares Purchased
Paid per Share 20212022 – January 31, 20212022 - N/A - 48,828 20212022 – February 28, 20212022 - N/A - 48,828 20212022 – March 31, 20212022 - N/A - 48,828 20212022 – April 30, 20212022 - N/A - 48,828 20212022 – May 31, 20212022 - N/A - 48,828 20212022 – June 30, 20212022-N/A-48,828 - N/A - 48,828 Item 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationNoneItem 6. Exhibits31.131.232.11012021,2022, formatted in an Inline XBRL Interactive Data File: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Changes in Stockholders’ Equity; (iv) Consolidated Statement of Comprehensive Income; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements, with detailed tagging of notes and financial statement schedules.104(embedded within the(formatted as Inline XBRL and contained in Exhibit 101).4543 16, 202115, 2022 16, 202115, 2022 4644