UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 20192023
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-39036
ALERUS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 45-0375407 |
(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.) |
organization) | |
| |
401 Demers Avenue | |
Grand Forks, ND | 58201 |
(Address of principal executive offices) | (Zip Code) |
(701) 795‑3200(701) 795-3200
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
| | |||
Title of each class |
| Trading symbol |
| |
|
| Name of each exchange on which registered | ||
Common Stock, par value $1.00 per share | | ALRS | | The Nasdaq Stock Market LLC |
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‑212b-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‑212b-2 of the Act). Yes ☐ No ☒⌧
The number of shares of the registrant’s common stock outstanding at November 7, 2019October 31, 2023 was 17,049,439.19,776,006.
Alerus Financial Corporation and Subsidiaries
Page | |||
| |||
1 | |||
Consolidated Balance Sheets as of September 30, | 1 | ||
2 | |||
3 | |||
4 | |||
6 | |||
8 | |||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 45 | ||
69 | |||
71 | |||
| |||
71 | |||
71 | |||
71 | |||
72 | |||
72 | |||
72 | |||
73 | |||
74 |
PART 1. FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements
Alerus Financial Corporation and Subsidiaries
Consolidated Balance Sheets
| | | | | | |
|
| September 30, |
| December 31, | ||
(dollars in thousands, except share and per share data) |
| 2023 |
| 2022 | ||
Assets |
| (Unaudited) |
| (Audited) | ||
Cash and cash equivalents | | $ | 64,724 | | $ | 58,242 |
Investment securities | |
|
| |
|
|
Available-for-sale, at fair value | |
| 640,001 | |
| 717,324 |
Held-to-maturity, at carrying value (allowance for credit losses on investments of $218 September 30, 2023) | |
| 303,268 | |
| 321,902 |
Loans held for sale | |
| 16,346 | |
| 9,488 |
Loans | |
| 2,606,430 | |
| 2,443,994 |
Allowance for credit losses on loans | |
| (36,290) | |
| (31,146) |
Net loans | |
| 2,570,140 | |
| 2,412,848 |
Land, premises and equipment, net | |
| 17,182 | |
| 17,288 |
Operating lease right-of-use assets | |
| 5,986 | |
| 5,419 |
Accrued interest receivable | |
| 15,561 | |
| 12,869 |
Bank-owned life insurance | |
| 33,012 | |
| 33,991 |
Goodwill | |
| 46,783 | |
| 47,087 |
Other intangible assets | |
| 18,482 | |
| 22,455 |
Servicing rights | |
| 2,214 | |
| 2,643 |
Deferred income taxes, net | |
| 47,978 | |
| 42,369 |
Other assets | |
| 87,461 | |
| 75,712 |
Total assets | | $ | 3,869,138 | | $ | 3,779,637 |
Liabilities and Stockholders’ Equity | |
|
| |
|
|
Deposits | |
|
| |
|
|
Noninterest-bearing | | $ | 717,990 | | $ | 860,987 |
Interest-bearing | |
| 2,154,194 | |
| 2,054,497 |
Total deposits | |
| 2,872,184 | |
| 2,915,484 |
Short-term borrowings | |
| 515,470 | |
| 378,080 |
Long-term debt | |
| 58,928 | |
| 58,843 |
Operating lease liabilities | |
| 6,286 | |
| 5,902 |
Accrued expenses and other liabilities | |
| 66,868 | |
| 64,456 |
Total liabilities | |
| 3,519,736 | |
| 3,422,765 |
Stockholders’ equity | |
|
| |
|
|
Preferred stock, $1 par value, 2,000,000 shares authorized: 0 issued and outstanding | | | — | | | — |
Common stock, $1 par value, 30,000,000 shares authorized: 19,847,706 and 19,991,681 issued and outstanding | |
| 19,848 | |
| 19,992 |
Additional paid-in capital | |
| 151,875 | |
| 155,095 |
Retained earnings | |
| 291,162 | |
| 280,426 |
Accumulated other comprehensive income (loss) | |
| (113,483) | |
| (98,641) |
Total stockholders’ equity | |
| 349,402 | |
| 356,872 |
Total liabilities and stockholders’ equity | | $ | 3,869,138 | | $ | 3,779,637 |
See accompanying notes to consolidated financial statements (unaudited)
1
Alerus Financial Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
| | | | | | | | | | | | |
| | Three months ended | | Nine months ended | ||||||||
| | September 30, | | September 30, | ||||||||
(dollars and shares in thousands, except per share data) |
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||
Interest Income | | | | | | | | | | | | |
Loans, including fees | | $ | 34,986 | | $ | 25,379 | | $ | 99,187 | | $ | 60,659 |
Investment securities | |
|
| |
|
| |
|
| |
|
|
Taxable | |
| 6,146 | |
| 5,939 | |
| 18,222 | |
| 17,447 |
Exempt from federal income taxes | |
| 182 | |
| 209 | |
| 558 | |
| 638 |
Other | |
| 724 | |
| 748 | |
| 2,221 | |
| 1,021 |
Total interest income | |
| 42,038 | |
| 32,275 | | | 120,188 | |
| 79,765 |
Interest Expense | |
|
| |
|
| |
|
| |
|
|
Deposits | |
| 14,436 | |
| 1,852 | |
| 36,218 | |
| 3,494 |
Short-term borrowings | |
| 6,528 | |
| 1,516 | |
| 15,684 | |
| 1,794 |
Long-term debt | |
| 679 | |
| 591 | |
| 1,999 | |
| 1,712 |
Total interest expense | |
| 21,643 | |
| 3,959 | |
| 53,901 | |
| 7,000 |
Net interest income | |
| 20,395 | |
| 28,316 | |
| 66,287 | |
| 72,765 |
Provision for credit losses | |
| — | |
| — | |
| 550 | |
| — |
Net interest income after provision for credit losses | |
| 20,395 | |
| 28,316 | |
| 65,737 | |
| 72,765 |
Noninterest Income | |
|
| |
|
| |
|
| |
|
|
Retirement and benefit services | |
| 18,605 | |
| 16,597 | |
| 49,977 | |
| 50,536 |
Wealth management | |
| 5,271 | |
| 4,852 | |
| 15,915 | |
| 15,726 |
Mortgage banking | |
| 2,510 | |
| 3,782 | |
| 7,132 | |
| 14,751 |
Service charges on deposit accounts | |
| 328 | |
| 377 | |
| 940 | |
| 1,152 |
Other | |
| 1,693 | |
| 1,402 | |
| 5,475 | |
| 3,541 |
Total noninterest income | |
| 28,407 | |
| 27,010 | |
| 79,439 | |
| 85,706 |
Noninterest Expense | |
|
| |
|
| |
|
| |
|
|
Compensation | |
| 19,071 | |
| 21,168 | |
| 57,076 | |
| 61,467 |
Employee taxes and benefits | |
| 4,895 | |
| 5,079 | |
| 15,472 | |
| 17,028 |
Occupancy and equipment expense | |
| 1,883 | |
| 1,925 | |
| 5,619 | |
| 5,713 |
Business services, software and technology expense | |
| 4,774 | |
| 5,373 | |
| 15,367 | |
| 15,082 |
Intangible amortization expense | |
| 1,324 | |
| 1,324 | |
| 3,972 | |
| 3,430 |
Professional fees and assessments | |
| 1,716 | |
| 3,126 | |
| 4,397 | |
| 6,913 |
Marketing and business development | |
| 692 | |
| 890 | |
| 2,026 | |
| 2,304 |
Supplies and postage | |
| 410 | |
| 588 | |
| 1,275 | |
| 1,806 |
Travel | |
| 322 | |
| 291 | |
| 876 | |
| 826 |
Mortgage and lending expenses | |
| 689 | |
| 409 | |
| 1,401 | |
| 1,577 |
Other | |
| 1,484 | |
| 2,594 | |
| 4,022 | |
| 4,676 |
Total noninterest expense | |
| 37,260 | |
| 42,767 | |
| 111,503 | |
| 120,822 |
Income before income taxes | |
| 11,542 | |
| 12,559 | |
| 33,673 | |
| 37,649 |
Income tax expense | |
| 2,381 | |
| 2,940 | |
| 7,222 | |
| 8,553 |
Net income | | $ | 9,161 | | $ | 9,619 | | $ | 26,451 | | $ | 29,096 |
Per Common Share Data | | | | | | | | | | | | |
Basic earnings per common share | | $ | 0.46 | | $ | 0.48 | | $ | 1.31 | | $ | 1.58 |
| | | | | | | | | | | | |
Diluted earnings per common share | | $ | 0.45 | | $ | 0.47 | | $ | 1.30 | | $ | 1.56 |
Dividends declared per common share | | $ | 0.19 | | $ | 0.18 | | $ | 0.56 | | $ | 0.52 |
Average common shares outstanding | |
| 19,872 | |
| 19,987 | |
| 19,977 | |
| 18,186 |
Diluted average common shares outstanding | |
| 20,095 | |
| 20,230 | |
| 20,193 | |
| 18,431 |
See accompanying notes to consolidated financial statements (unaudited)
|
|
|
|
|
|
|
|
| September 30, |
| December 31, | ||
(dollars and shares in thousands, except per share data) |
| 2019 |
| 2018 | ||
Assets |
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 61,174 |
| $ | 40,651 |
Investment securities, at fair value |
|
|
|
|
|
|
Trading |
|
| — |
|
| 1,539 |
Available-for-sale |
|
| 278,716 |
|
| 250,174 |
Equity |
|
| 2,675 |
|
| 3,165 |
Loans held for sale |
|
| 66,021 |
|
| 14,486 |
Loans held for branch sale |
|
| — |
|
| 32,031 |
Loans |
|
| 1,686,087 |
|
| 1,701,850 |
Allowance for loan losses |
|
| (22,984) |
|
| (22,174) |
Net loans |
|
| 1,663,103 |
|
| 1,679,676 |
Land, premises and equipment, net |
|
| 21,150 |
|
| 21,743 |
Operating lease right-of-use assets |
|
| 8,877 |
|
| — |
Accrued interest receivable |
|
| 7,412 |
|
| 7,645 |
Bank-owned life insurance |
|
| 31,364 |
|
| 30,763 |
Goodwill |
|
| 27,329 |
|
| 27,329 |
Other intangible assets |
|
| 19,382 |
|
| 22,473 |
Servicing rights |
|
| 4,146 |
|
| 4,623 |
Deferred income taxes, net |
|
| 7,695 |
|
| 10,085 |
Other assets |
|
| 29,267 |
|
| 32,687 |
Total assets |
| $ | 2,228,311 |
| $ | 2,179,070 |
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
Noninterest-bearing |
| $ | 537,951 |
| $ | 550,640 |
Interest-bearing |
|
| 1,295,162 |
|
| 1,224,456 |
Total deposits |
|
| 1,833,113 |
|
| 1,775,096 |
Deposits held for sale |
|
| — |
|
| 24,197 |
Short-term borrowings |
|
| — |
|
| 93,460 |
Long-term debt |
|
| 58,775 |
|
| 58,824 |
Operating lease liabilities |
|
| 9,401 |
|
| — |
Accrued expenses and other liabilities |
|
| 45,619 |
|
| 30,539 |
Total liabilities |
|
| 1,946,908 |
|
| 1,982,116 |
Commitments and contingent liabilities ESOP-owned shares |
|
| — |
|
| 34,494 |
Stockholders’ equity |
|
|
|
|
|
|
Preferred stock, $1 par value, 2,000,000 shares authorized: 0 issued and outstanding |
|
| — |
|
| — |
Common stock, $1 par value, 30,000,000 shares authorized: 17,049,493 and 13,775,327 issued and outstanding |
|
| 17,049 |
|
| 13,775 |
Additional paid-in capital |
|
| 88,230 |
|
| 27,743 |
Retained earnings |
|
| 173,039 |
|
| 159,037 |
Accumulated other comprehensive income (loss) |
|
| 3,085 |
|
| (3,601) |
Total stockholders’ equity |
|
| 281,403 |
|
| 196,954 |
Less ESOP-owned shares |
|
| — |
|
| (34,494) |
Total stockholders’ equity net ESOP-owned shares |
|
| 281,403 |
|
| 162,460 |
Total liabilities and stockholders’ equity |
| $ | 2,228,311 |
| $ | 2,179,070 |
2
Alerus Financial Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Unaudited)
| | | | | | | | | | | | |
| | Three months ended | | Nine months ended | ||||||||
| | September 30, | | September 30, | ||||||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||
Net Income | | $ | 9,161 | | $ | 9,619 | | $ | 26,451 | | $ | 29,096 |
Other Comprehensive Income (Loss), Net of Tax | |
|
| |
|
| |
|
| |
|
|
Net change in unrealized gains (losses) on available-for-sale securities | |
| (19,074) | |
| (43,305) | |
| (23,782) | |
| (131,424) |
Accretion of losses on debt securities reclassified to held-to-maturity | | | (80) | | | (91) | | | (251) | | | (290) |
Net change in unrealized gain (losses) on cash flow hedging derivatives | | | 1,216 | | | — | | | 1,216 | | | — |
Reclassification adjustment for losses (gains) realized in income | |
| (205) | |
| — | |
| (205) | |
| — |
Net change in unrealized gain (losses) on other derivatives | | | 1,132 | | | — | | | 3,206 | | | — |
Total other comprehensive income (loss), before tax | |
| (17,011) | |
| (43,396) | |
| (19,816) | |
| (131,714) |
Income tax expense (benefit) related to items of other comprehensive income (loss) | |
| (4,270) | |
| (10,892) | |
| (4,974) | |
| (33,060) |
Other comprehensive income (loss), net of tax | |
| (12,741) | |
| (32,504) | |
| (14,842) | |
| (98,654) |
Total comprehensive income (loss) | | $ | (3,580) | | $ | (22,885) | | $ | 11,609 | | $ | (69,558) |
See accompanying notes to consolidated financial statements (unaudited)
13
Alerus Financial Corporation and Subsidiaries
Consolidated Statements of IncomeChanges in Stockholders’ Equity (Unaudited)
| | | | | | | | | | | | | | | |
| | Three months ended September 30, 2023 | |||||||||||||
| | | | | | | | | | | Accumulated | | | | |
| | | | | Additional | | | | | Other | | | | ||
| | Common | | Paid-in | | Retained | | Comprehensive | | | | ||||
(dollars and shares in thousands) |
| Stock |
| Capital |
| Earnings |
| Income (Loss) |
| Total | |||||
Balance as of June 30, 2023 | | $ | 19,915 | | $ | 152,673 | | $ | 285,839 | | $ | (100,742) | | $ | 357,685 |
Net income | |
| — | |
| — | |
| 9,161 | |
| — | |
| 9,161 |
Other comprehensive income (loss) | |
| — | |
| — | |
| — | |
| (12,741) | |
| (12,741) |
Common stock repurchased | |
| (70) | |
| (1,172) | |
| — | |
| — | |
| (1,242) |
Common stock dividends | |
| — | |
| — | |
| (3,838) | |
| — | |
| (3,838) |
Share‑based compensation expense | |
| — | |
| 377 | |
| — | |
| — | |
| 377 |
Vesting of restricted stock | |
| 3 | | | (3) | |
| — | |
| — | |
| — |
Balance as of September 30, 2023 | | $ | 19,848 | | $ | 151,875 | | $ | 291,162 | | $ | (113,483) | | $ | 349,402 |
| | | | | | | | | | | | | | | |
| | Nine months ended September 30, 2023 | |||||||||||||
| | | | | | | | | | | Accumulated | | | | |
| | | | | Additional | | | | | Other | | | | ||
| | Common | | Paid-in | | Retained | | Comprehensive | | | | ||||
(dollars in thousands) |
| Stock |
| Capital |
| Earnings |
| Income (Loss) |
| Total | |||||
Balance as of December 31, 2022 | | $ | 19,992 | | $ | 155,095 | | $ | 280,426 | | $ | (98,641) | | $ | 356,872 |
Cumulative effect of change in accounting principles, net of tax | | | — | | | — | | | (4,452) | | | — | | | (4,452) |
Balance as of January 1, 2023 | | | 19,992 | | | 155,095 | | | 275,974 | | | (98,641) | | | 352,420 |
Net income | |
| — | |
| — | |
| 26,451 | |
| — | |
| 26,451 |
Other comprehensive income (loss) | |
| — | |
| — | |
| — | |
| (14,842) | |
| (14,842) |
Common stock repurchased | |
| (257) | |
| (4,299) | |
| — | |
| — | |
| (4,556) |
Common stock dividends | |
| — | |
| — | |
| (11,263) | |
| — | |
| (11,263) |
Share‑based compensation expense | |
| 18 | |
| 1,174 | |
| — | |
| — | |
| 1,192 |
Vesting of restricted stock | |
| 95 | |
| (95) | |
| — | |
| — | |
| — |
Balance as of September 30, 2023 | | $ | 19,848 | | $ | 151,875 | | $ | 291,162 | | $ | (113,483) | | $ | 349,402 |
| | | | | | | | | | | | | | | |
| | Three months ended September 30, 2022 | |||||||||||||
| | | | | | | | | | | Accumulated | | | | |
| | | | | Additional | | | | | Other | | | | ||
| | Common | | Paid-in | | Retained | | Comprehensive | | | | ||||
(dollars in thousands) |
| Stock |
| Capital |
| Earnings |
| Income (Loss) |
| Total | |||||
Balance as of June 30, 2022 | | $ | 17,306 | | $ | 93,129 | | $ | 267,128 | | $ | (70,405) | | $ | 307,158 |
Net income | |
| — | |
| — | |
| 9,619 | |
| — | |
| 9,619 |
Other comprehensive income (loss) | |
| — | |
| — | |
| — | |
| (32,504) | |
| (32,504) |
Common stock repurchased | |
| — | |
| — | |
| — | |
| — | |
| — |
Common stock dividends | |
| — | |
| — | |
| (3,615) | |
| — | |
| (3,615) |
Stock issuance from the acquisition of Metro Phoenix Bank | | | 2,681 | | | 61,149 | | | — | | | — | | | 63,830 |
Share‑based compensation expense | |
| — | |
| 351 | |
| — | |
| — | |
| 351 |
Vesting of restricted stock | |
| — | |
| — | |
| — | |
| — | |
| — |
Balance as of September 30, 2022 | | $ | 19,987 | | $ | 154,629 | | $ | 273,132 | | $ | (102,909) | | $ | 344,839 |
4
| | | | | | | | | | | | | | | |
| | Nine months ended September 30, 2022 | |||||||||||||
| | | | | | | | | | | Accumulated | | | | |
| | | | | Additional | | | | | Other | | | | ||
| | Common | | Paid-in | | Retained | | Comprehensive | | | | ||||
(dollars in thousands) |
| Stock |
| Capital |
| Earnings |
| Income (Loss) |
| Total | |||||
Balance as of December 31, 2021 | | $ | 17,213 | | $ | 92,878 | | $ | 253,567 | | $ | (4,255) | | $ | 359,403 |
Net income | |
| — | |
| — | |
| 29,096 | |
| — | |
| 29,096 |
Other comprehensive income (loss) | |
| — | |
| — | |
| — | |
| (98,654) | |
| (98,654) |
Common stock repurchased | |
| (24) | |
| (673) | |
| — | |
| — | |
| (697) |
Common stock dividends | |
| — | |
| — | |
| (9,531) | |
| — | |
| (9,531) |
Stock issuance from the acquisition of Metro Phoenix Bank | | | 2,681 | | | 61,149 | | | — | | | — | | | 63,830 |
Share‑based compensation expense | |
| 10 | |
| 1,382 | |
| — | |
| — | |
| 1,392 |
Vesting of restricted stock | |
| 107 | |
| (107) | |
| — | |
| — | |
| — |
Balance as of September 30, 2022 | | $ | 19,987 | | $ | 154,629 | | $ | 273,132 | | $ | (102,909) | | $ | 344,839 |
See accompanying notes to consolidated financial statements (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended |
| Nine months ended | ||||||||
|
| September 30, |
| September 30, | ||||||||
(dollars and shares in thousands, except per share data) |
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||
Interest Income |
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees |
| $ | 21,886 |
| $ | 20,576 |
| $ | 65,171 |
| $ | 59,594 |
Investment securities |
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
| 1,374 |
|
| 1,129 |
|
| 4,021 |
|
| 3,475 |
Exempt from federal income taxes |
|
| 163 |
|
| 301 |
|
| 618 |
|
| 927 |
Other |
|
| 202 |
|
| 191 |
|
| 603 |
|
| 475 |
Total interest income |
|
| 23,625 |
|
| 22,197 |
|
| 70,413 |
|
| 64,471 |
Interest Expense |
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
| 3,506 |
|
| 1,790 |
|
| 9,802 |
|
| 4,481 |
Short-term borrowings |
|
| 539 |
|
| 575 |
|
| 1,805 |
|
| 1,331 |
Long-term debt |
|
| 899 |
|
| 903 |
|
| 2,714 |
|
| 2,688 |
Total interest expense |
|
| 4,944 |
|
| 3,268 |
|
| 14,321 |
|
| 8,500 |
Net interest income |
|
| 18,681 |
|
| 18,929 |
|
| 56,092 |
|
| 55,971 |
Provision for loan losses |
|
| 1,498 |
|
| 1,530 |
|
| 5,515 |
|
| 7,080 |
Net interest income after provision for loan losses |
|
| 17,183 |
|
| 17,399 |
|
| 50,577 |
|
| 48,891 |
Noninterest Income |
|
|
|
|
|
|
|
|
|
|
|
|
Retirement and benefit services |
|
| 15,307 |
|
| 15,536 |
|
| 46,142 |
|
| 46,873 |
Wealth management |
|
| 3,896 |
|
| 3,685 |
|
| 11,385 |
|
| 10,948 |
Mortgage banking |
|
| 8,135 |
|
| 5,318 |
|
| 19,739 |
|
| 13,551 |
Service charges on deposit accounts |
|
| 447 |
|
| 442 |
|
| 1,321 |
|
| 1,333 |
Net gains (losses) on investment securities |
|
| 48 |
|
| 13 |
|
| 357 |
|
| 119 |
Other |
|
| 1,747 |
|
| 1,264 |
|
| 5,694 |
|
| 3,784 |
Total noninterest income |
|
| 29,580 |
|
| 26,258 |
|
| 84,638 |
|
| 76,608 |
Noninterest Expense |
|
|
|
|
|
|
|
|
|
|
|
|
Compensation |
|
| 20,041 |
|
| 17,873 |
|
| 54,997 |
|
| 50,906 |
Employee benefits |
|
| 4,600 |
|
| 4,314 |
|
| 15,188 |
|
| 13,606 |
Occupancy and equipment expense |
|
| 2,700 |
|
| 2,698 |
|
| 8,086 |
|
| 8,215 |
Business services, software and technology expense |
|
| 4,224 |
|
| 3,731 |
|
| 12,044 |
|
| 10,467 |
Intangible amortization expense |
|
| 990 |
|
| 1,196 |
|
| 3,091 |
|
| 3,588 |
Professional fees and assessments |
|
| 1,051 |
|
| 1,628 |
|
| 3,146 |
|
| 3,734 |
Marketing and business development |
|
| 890 |
|
| 856 |
|
| 2,024 |
|
| 2,439 |
Supplies and postage |
|
| 631 |
|
| 611 |
|
| 2,027 |
|
| 1,902 |
Travel |
|
| 435 |
|
| 382 |
|
| 1,335 |
|
| 1,252 |
Mortgage and lending expenses |
|
| 751 |
|
| 437 |
|
| 1,966 |
|
| 1,597 |
Other |
|
| 1,014 |
|
| 610 |
|
| 2,198 |
|
| 2,708 |
Total noninterest expense |
|
| 37,327 |
|
| 34,336 |
|
| 106,102 |
|
| 100,414 |
Income before income taxes |
|
| 9,436 |
|
| 9,321 |
|
| 29,113 |
|
| 25,085 |
Income tax expense |
|
| 2,332 |
|
| 1,951 |
|
| 7,225 |
|
| 5,252 |
Net income |
| $ | 7,104 |
| $ | 7,370 |
| $ | 21,888 |
| $ | 19,833 |
Per Common Share Data |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share |
| $ | 0.49 |
| $ | 0.53 |
| $ | 1.53 |
| $ | 1.44 |
Diluted earnings per common share |
| $ | 0.48 |
| $ | 0.52 |
| $ | 1.49 |
| $ | 1.41 |
Dividends declared per common share |
| $ | 0.14 |
| $ | 0.13 |
| $ | 0.42 |
| $ | 0.39 |
Average common shares outstanding |
|
| 14,274 |
|
| 13,777 |
|
| 13,957 |
|
| 13,759 |
Diluted average common shares outstanding |
|
| 14,626 |
|
| 14,071 |
|
| 14,317 |
|
| 14,060 |
5
Alerus Financial Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
| | | | | | |
| | Nine months ended | ||||
| | September 30, | ||||
(dollars in thousands) |
| 2023 |
| 2022 | ||
Operating Activities |
| |
|
| |
|
Net income | | $ | 26,451 | | $ | 29,096 |
Adjustments to reconcile net income to net cash provided (used) by operating activities | |
|
| |
|
|
Deferred income taxes | |
| 857 | |
| (1,215) |
Provision for credit losses | |
| 550 | |
| — |
Depreciation and amortization | |
| 6,378 | |
| 6,116 |
Amortization and accretion of premiums/discounts on investment securities | |
| 1,652 | |
| 2,778 |
Amortization of operating lease right-of-use assets | | | 1,756 | | | (65) |
Share‑based compensation expense | |
| 1,192 | |
| 1,392 |
Originations on loans held for sale | | | (239,004) | | | (353,547) |
Proceeds on loans held for sale | | | 238,028 | | | 383,740 |
(Increase) in value of bank-owned life insurance | |
| (653) | |
| (621) |
Realized loss (gain) on sale of fixed assets | | | (71) | |
| (33) |
Realized loss (gain) on derivative instruments | |
| 531 | |
| 1,031 |
Realized loss (gain) on loans sold | |
| (5,922) | |
| (10,062) |
Realized loss (gain) on sale of foreclosed assets | |
| (27) | |
| (9) |
Realized loss (gain) on BOLI mortality | | | (1,196) | | | — |
Realized loss (gain) on servicing rights | |
| (28) | |
| (683) |
Net change in: | |
| | |
| |
Accrued interest receivable | |
| (2,692) | |
| (1,628) |
Other assets | |
| 4,784 | |
| (13,903) |
Accrued expenses and other liabilities | |
| (1,986) | |
| 12,348 |
Net cash provided (used) by operating activities | |
| 30,600 | |
| 54,735 |
Investing Activities | |
|
| |
|
|
Proceeds from maturities of investment securities available-for-sale | |
| 46,655 | |
| 88,417 |
Purchases of investment securities available-for-sale | |
| — | |
| (96,968) |
Proceeds from calls of investment securities held-to-maturity | | | 242 | | | 827 |
Proceeds from maturities and paydowns of investment securities held-to-maturity | | | 17,125 | | | 23,422 |
Net (increase) decrease in loans | |
| (161,606) | |
| (290,565) |
Net (increase) decrease in FHLB stock | | | (5,953) | |
| — |
Net cash received (paid) for business combinations | | | — | | | 101,585 |
Proceeds from BOLI mortality claim | | | 2,828 | | | — |
Purchases of premises and equipment | |
| (1,731) | |
| (1,081) |
Proceeds from sales of foreclosed assets | |
| 51 | |
| 143 |
Net cash provided (used) by investing activities | |
| (102,389) | |
| (174,220) |
Financing Activities | |
|
| |
|
|
Net increase (decrease) in deposits | |
| (43,300) | |
| (312,425) |
Net increase (decrease) in short-term borrowings | |
| 137,390 | |
| 253,830 |
Repayments of long-term debt | |
| — | |
| (182) |
Cash dividends paid on common stock | |
| (11,263) | |
| (9,185) |
Repurchase of common stock | |
| (4,556) | |
| (697) |
Net cash provided (used) by financing activities | |
| 78,271 | |
| (68,659) |
Net change in cash and cash equivalents | |
| 6,482 | |
| (188,144) |
Cash and cash equivalents at beginning of period | |
| 58,242 | |
| 242,311 |
Cash and cash equivalents at end of period | | $ | 64,724 | | $ | 54,167 |
See accompanying notes to consolidated financial statements (unaudited)
26
Alerus Financial Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Unaudited)
| | | | | | |
| | Nine months ended | ||||
| | September 30, | ||||
|
| 2023 |
| 2022 | ||
Supplemental Cash Flow Disclosures | |
|
| |
|
|
Interest paid | | $ | 50,969 | | $ | 7,269 |
Income taxes paid | |
| 6,637 | |
| 8,713 |
Cash dividends declared, not paid | | | 3,838 | | | 3,615 |
Supplemental Disclosures of Noncash Investing and Financing Activities | |
|
| |
|
|
Loan collateral transferred to foreclosed assets | |
| 3 | |
| 153 |
Right-of-use assets obtained in exchange for new operating lease liabilities, net | | | 1,938 | | | 1,452 |
Change in fair value hedges presented within residential real estate loans and other assets | | | 3,206 | | | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended |
| Nine months ended | ||||||||
|
| September 30, |
| September 30, | ||||||||
(dollars in thousands) |
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||
Net Income |
| $ | 7,104 |
| $ | 7,370 |
| $ | 21,888 |
| $ | 19,833 |
Other Comprehensive Income, Net of Tax |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses) on available-for-sale securities |
|
| 2,187 |
|
| (1,351) |
|
| 9,307 |
|
| (5,978) |
Reclassification adjustment for losses (gains) realized in income |
|
| (49) |
|
| (13) |
|
| (379) |
|
| (135) |
Total other comprehensive income (loss), before tax |
|
| 2,138 |
|
| (1,364) |
|
| 8,928 |
|
| (6,113) |
Income tax expense (benefit) related to items of other comprehensive income |
|
| 538 |
|
| (342) |
|
| 2,242 |
|
| (1,534) |
Other comprehensive income (loss), net of tax |
|
| 1,600 |
|
| (1,022) |
|
| 6,686 |
|
| (4,579) |
Total comprehensive income |
| $ | 8,704 |
| $ | 6,348 |
| $ | 28,574 |
| $ | 15,254 |
See accompanying notes to consolidated financial statements (unaudited)
37
Alerus Financial Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended September 30, 2019 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
| |
|
|
|
|
| Additional |
|
|
|
| Other |
| ESOP- |
|
|
| |||
|
| Common |
| Paid-in |
| Retained |
| Comprehensive |
| Owned |
|
|
| |||||
(dollars in thousands) |
| Stock |
| Capital |
| Earnings |
| Income (Loss) |
| Shares |
| Total | ||||||
Balance as of June 30, 2019 |
| $ | 13,816 |
| $ | 28,676 |
| $ | 169,788 |
| $ | 1,485 |
| $ | (34,494) |
| $ | 179,271 |
Net income |
|
| — |
|
| — |
|
| 7,104 |
|
| — |
|
| — |
|
| 7,104 |
Other comprehensive income (loss) |
|
| — |
|
| — |
|
| — |
|
| 1,600 |
|
| — |
|
| 1,600 |
Common stock repurchased |
|
| (77) |
|
| (275) |
|
| (1,489) |
|
| — |
|
| — |
|
| (1,841) |
Common stock dividends |
|
| — |
|
| — |
|
| (2,364) |
|
| — |
|
| — |
|
| (2,364) |
ESOP repurchase obligation termination |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 34,494 |
|
| 34,494 |
Initial public offering of 3,289,000 shares of common stock net of issuance costs |
|
| 3,289 |
|
| 59,515 |
|
| — |
|
| — |
|
| — |
|
| 62,804 |
Stock-based compensation expense |
|
| — |
|
| 335 |
|
| — |
|
| — |
|
| — |
|
| 335 |
Vesting of restricted stock |
|
| 21 |
|
| (21) |
|
| — |
|
| — |
|
| — |
|
| — |
Balance as of September 30, 2019 |
| $ | 17,049 |
| $ | 88,230 |
| $ | 173,039 |
| $ | 3,085 |
| $ | — |
| $ | 281,403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine months ended September 30, 2019 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
| |
|
|
|
|
| Additional |
|
|
|
| Other |
| ESOP- |
|
|
| |||
|
| Common |
| Paid-in |
| Retained |
| Comprehensive |
| Owned |
|
|
| |||||
(dollars in thousands) |
| Stock |
| Capital |
| Earnings |
| Income (Loss) |
| Shares |
| Total | ||||||
Balance as of December 31, 2018 |
| $ | 13,775 |
| $ | 27,743 |
| $ | 159,037 |
| $ | (3,601) |
| $ | (34,494) |
| $ | 162,460 |
Net income |
|
| — |
|
| — |
|
| 21,888 |
|
| — |
|
| — |
|
| 21,888 |
Other comprehensive income (loss) |
|
| — |
|
| — |
|
| — |
|
| 6,686 |
|
| — |
|
| 6,686 |
Common stock repurchased |
|
| (82) |
|
| (291) |
|
| (1,574) |
|
| — |
|
| — |
|
| (1,947) |
Common stock dividends |
|
| — |
|
| — |
|
| (6,312) |
|
| — |
|
| — |
|
| (6,312) |
ESOP repurchase obligation termination |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 34,494 |
|
| 34,494 |
Initial public offering of 3,289,000 shares of common stock net of issuance costs |
|
| 3,289 |
|
| 59,515 |
|
| — |
|
| — |
|
| — |
|
| 62,804 |
Stock-based compensation expense |
|
| 13 |
|
| 1,317 |
|
| — |
|
| — |
|
| — |
|
| 1,330 |
Vesting of restricted stock |
|
| 54 |
|
| (54) |
|
| — |
|
| — |
|
| — |
|
| — |
Balance as of September 30, 2019 |
| $ | 17,049 |
| $ | 88,230 |
| $ | 173,039 |
| $ | 3,085 |
| $ | — |
| $ | 281,403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended September 30, 2018 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
| |
|
|
|
|
| Additional |
|
|
|
| Other |
| ESOP- |
|
|
| |||
|
| Common |
| Paid-in |
| Retained |
| Comprehensive |
| Owned |
|
|
| |||||
(dollars in thousands) |
| Stock |
| Capital |
| Earnings |
| Income (Loss) |
| Shares |
| Total | ||||||
Balance as of June 30, 2018 |
| $ | 13,778 |
| $ | 26,664 |
| $ | 149,541 |
| $ | (4,617) |
| $ | (31,491) |
| $ | 153,875 |
Net income |
|
| — |
|
| — |
|
| 7,370 |
|
| — |
|
| — |
|
| 7,370 |
Other comprehensive income (loss) |
|
| — |
|
| — |
|
| — |
|
| (1,022) |
|
| — |
|
| (1,022) |
Common stock repurchased |
|
| (2) |
|
| (6) |
|
| (32) |
|
| — |
|
| — |
|
| (40) |
Common stock dividends |
|
| — |
|
| — |
|
| (1,829) |
|
| — |
|
| — |
|
| (1,829) |
Net change in fair value of ESOP shares |
|
| — |
|
| — |
|
| — |
|
| — |
|
| (3,003) |
|
| (3,003) |
Stock-based compensation expense |
|
| — |
|
| 237 |
|
| — |
|
| — |
|
| — |
|
| 237 |
Vesting of restricted stock |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
Balance as of September 30, 2018 |
| $ | 13,776 |
| $ | 26,895 |
| $ | 155,050 |
| $ | (5,639) |
| $ | (34,494) |
| $ | 155,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine months ended September 30, 2018 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
| |
|
|
|
|
| Additional |
|
|
|
| Other |
| ESOP- |
|
|
| |||
|
| Common |
| Paid-in |
| Retained |
| Comprehensive |
| Owned |
|
|
| |||||
(dollars in thousands) |
| Stock |
| Capital |
| Earnings |
| Income (Loss) |
| Shares |
| Total | ||||||
Balance as of December 31, 2017 |
| $ | 13,699 |
| $ | 26,040 |
| $ | 140,986 |
| $ | (1,131) |
| $ | (31,491) |
| $ | 148,103 |
Net income |
|
| — |
|
| — |
|
| 19,833 |
|
| — |
|
| — |
|
| 19,833 |
Adjustment for adoption of ASU 2016-01 |
|
| — |
|
| — |
|
| (71) |
|
| 71 |
|
| — |
|
| — |
Other comprehensive income (loss) |
|
| — |
|
| — |
|
| — |
|
| (4,579) |
|
| — |
|
| (4,579) |
Common stock repurchased |
|
| (11) |
|
| (39) |
|
| (212) |
|
| — |
|
| — |
|
| (262) |
Common stock dividends |
|
| — |
|
| — |
|
| (5,486) |
|
| — |
|
| — |
|
| (5,486) |
Net change in fair value of ESOP shares |
|
| — |
|
| — |
|
| — |
|
| — |
|
| (3,003) |
|
| (3,003) |
Stock-based compensation expense |
|
| 11 |
|
| 971 |
|
| — |
|
| — |
|
| — |
|
| 982 |
Vesting of restricted stock |
|
| 77 |
|
| (77) |
|
| — |
|
| — |
|
| — |
|
| — |
Balance as of September 30, 2018 |
| $ | 13,776 |
| $ | 26,895 |
| $ | 155,050 |
| $ | (5,639) |
| $ | (34,494) |
| $ | 155,588 |
See accompanying notes to consolidated financial statements (unaudited)
4
Alerus Financial Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
|
|
|
|
|
|
|
|
| Nine months ended | ||||
|
| September 30, | ||||
(dollars in thousands) |
| 2019 |
| 2018 | ||
Operating Activities |
|
|
|
|
|
|
Net income |
| $ | 21,888 |
| $ | 19,833 |
Adjustments to reconcile net income to net cash provided (used) by operating activities |
|
|
|
|
|
|
Deferred income taxes |
|
| 149 |
|
| (1,907) |
Provision for loan losses |
|
| 5,515 |
|
| 7,080 |
Depreciation and amortization |
|
| 6,503 |
|
| 6,591 |
Amortization and accretion of premiums/discounts on investment securities |
|
| 832 |
|
| 1,227 |
Stock-based compensation |
|
| 1,330 |
|
| 982 |
Increase in value of bank-owned life insurance |
|
| (601) |
|
| (602) |
Realized loss (gain) on sale of branch |
|
| (1,544) |
|
| — |
Realized loss (gain) on sale of fixed assets |
|
| (541) |
|
| — |
Realized loss (gain) on forward sale derivatives |
|
| (7) |
|
| — |
Realized loss (gain) on rate lock commitments |
|
| 12 |
|
| (24) |
Realized loss (gain) on sale of foreclosed assets |
|
| (120) |
|
| 187 |
Realized loss (gain) on sale of investment securities |
|
| (379) |
|
| (135) |
Realized loss (gain) on servicing rights |
|
| (213) |
|
| (497) |
Net change in: |
|
|
|
|
|
|
Securities held for trading |
|
| 1,539 |
|
| 51 |
Loans held for sale |
|
| (51,535) |
|
| (9,734) |
Accrued interest receivable |
|
| 151 |
|
| (993) |
Other assets |
|
| 3,287 |
|
| 6,707 |
Accrued expenses and other liabilities |
|
| 15,666 |
|
| (1,417) |
Net cash provided (used) by operating activities |
|
| 1,932 |
|
| 27,349 |
Investing Activities |
|
|
|
|
|
|
Proceeds from sales of investment securities available-for-sale |
|
| 32,565 |
|
| 2,466 |
Proceeds from maturities of investment securities available-for-sale |
|
| 27,818 |
|
| 26,120 |
Purchases of investment securities available-for-sale |
|
| (80,450) |
|
| (10,493) |
Net (increase) decrease in equity securities |
|
| 490 |
|
| 2,698 |
Net (increase) decrease in loans |
|
| 14,213 |
|
| (153,475) |
Proceeds from sale of branch |
|
| 10,379 |
|
| — |
Proceeds from sale of fixed assets |
|
| 875 |
|
| — |
Purchases of premises and equipment |
|
| (2,450) |
|
| (2,314) |
Proceeds from sales of foreclosed assets |
|
| 1,006 |
|
| 687 |
Net cash provided (used) by investing activities |
|
| 4,446 |
|
| (134,311) |
Financing Activities |
|
|
|
|
|
|
Net increase (decrease) in deposits |
|
| 53,241 |
|
| (17,253) |
Net increase (decrease) in short-term borrowings |
|
| (93,460) |
|
| 43,930 |
Repayments of long-term debt |
|
| (181) |
|
| (128) |
Cash dividends paid on common stock |
|
| (6,312) |
|
| (5,486) |
Repurchase of common stock |
|
| (1,947) |
|
| (262) |
Proceeds from the issuance of common stock in initial public offering net of issuance costs |
|
| 62,804 |
|
| — |
Net cash provided (used) by financing activities |
|
| 14,145 |
|
| 20,801 |
Net change in cash and cash equivalents |
|
| 20,523 |
|
| (86,161) |
Cash and cash equivalents at beginning of period |
|
| 40,651 |
|
| 121,998 |
Cash and cash equivalents at end of period |
| $ | 61,174 |
| $ | 35,837 |
See accompanying notes to consolidated financial statements (unaudited)
5
|
|
|
|
|
|
|
|
| Nine months ended | ||||
|
| September 30, | ||||
Supplemental Cash Flow Disclosures |
| 2019 |
| 2018 | ||
Cash paid for: |
|
|
|
|
|
|
Interest |
| $ | 13,162 |
| $ | 7,692 |
Income taxes |
|
| 5,550 |
|
| 3,030 |
Non-cash information |
|
|
|
|
|
|
Loan collateral transferred to foreclosed assets |
|
| 766 |
|
| 661 |
Unrealized gain (loss) on investment securities available-for-sale |
|
| 6,686 |
|
| (4,579) |
Initial recognition of operating lease right-of-use assets |
|
| 10,475 |
|
| — |
Initial recognition of operating lease liabilities |
|
| 10,996 |
|
| — |
Change in fair value of ESOP shares |
|
| — |
|
| (3,003) |
ESOP repurchase obligation termination |
|
| 34,494 |
|
| — |
See accompanying notes to consolidated financial statements (unaudited)
6
Alerus Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 1 Significant Accounting Policies
Organization
Alerus Financial Corporation, or the Company, is a financial holding company organized under the laws of the state of Delaware. Alerus Financial Corporation (the “Company”)The Company and its subsidiaries isoperate as a diversified financial services company headquartered in Grand Forks, North Dakota. Through its subsidiary, Alerus Financial, National Association, (the “Bank”),or the Bank, the Company provides innovative and comprehensive financial solutions to businesses and consumers through four distinct business lines—banking, retirement and benefit services, wealth management, and mortgage.
Initial Public Offering
On September 17, 2019, the Company sold 2,860,000 shares of common stock in its initial public offering. On September 25, 2019, the Company sold an additional 429,000 shares of common stock pursuant to the exercise in full, by the underwriters, of their option to purchase additional shares. The aggregate offering price for the shares sold by the Company was $69.1 million, and after deducting $4.7 million of underwriting discounts and $1.6 million of offering expenses paid to third parties, the Company received total net proceeds of $62.8 million.
Basis of Presentation
The accompanying unaudited consolidated financial statements and notes thereto of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, (“SEC”)or SEC, and conform to practices within the banking industry and include all of the information and disclosures required by generally accepted accounting principles in the United States of America, (“GAAP”)or GAAP, for interim financial reporting. The accompanying unaudited consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of financial results for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results for the full year or any other period. The Company has also evaluated all subsequent events for potential recognition and disclosure through the date of the filing of this Quarterly Report on Form 10-Q. These interim unaudited financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2018,2022, included in the Company’s prospectusAnnual Report on Form 10-K filed with the SEC on SeptemberMarch 13, 2019, pursuant to Rule 424(b)(4) under the Securities Act of 1933.2023.
Principles of Consolidation
The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s principal operating subsidiary is the Bank.
In the normal course of business, the Company may enter into a transaction with a variable interest entity (“VIE”).or VIE. VIE’s are legal entities whose investors lack the ability to make decisions about the entity’s activities, or whose equity investors do not have the right to receive the residual returns of the entity. The applicable accounting guidance requires the Company to perform ongoing quantitative and qualitative analysis to determine whether it must consolidate any VIE. The Company does not have any ownership interest in, or exert any control, over any VIE, and thus no VIE’s are included in the consolidated financial statements.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities atas of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
7
Material estimates that are particularly susceptible to significant change in the near term include the valuation of investment securities, determination of the allowance for loancredit losses, valuation of reporting units for the purpose of testing goodwill and other intangible assets for impairment, valuation of deferred tax assets, and fair values of financial instruments.
8
Reclassifications
Certain items previously reported have been reclassified to conform to the current period’s reporting format. Such reclassifications did not affect net income or stockholders’ equity.
Emerging Growth Company
The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”),or the JOBS Act, and may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, even if the Company complies with the greater obligations of public companies that are not emerging growth companies, the Company may avail itself of the reduced requirements applicable to emerging growth companies from time to time in the future, so long as the Company is an emerging growth company. The Company will continue to be an emerging growth company until the earliest to occur of: (1) the end of the fiscal year following the fifth anniversary of the date of the first sale of common equity securities under the Company’s Registration Statement on Form S-1, which was declared effective by the SEC on September 12, 2019; (2) the last day of the fiscal year in which the Company has $1.07$1.235 billion or more in annual revenues; (3) the date on which the Company is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”);or the Exchange Act; or (4) the date on which the Company has, during the previous three-year period, issued publicly or privately, more than $1.0 billion in non-convertible debt securities. Management cannot predict if investors will findThe last year the Company’s common stock less attractive because it will rely on these exemptions. If some investors find the Company’s common stock less attractiveCompany qualifies as a result, there may be a less active trading market for its common stock and the Company’s stock price may be more volatile.an emerging growth company is 2024.
Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the benefits of this extended transition period.
Allowance for credit losses
Investment securities available-for-sale. For available-for-sale investment securities in an unrealized loss position, the Company evaluates the securities to determine whether the decline in fair value below the amortized cost basis, or impairment, is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income (loss), net of applicable taxes. Credit-related impairment is recognized as an allowance for credit losses, or ACL, related to investment securities available-for-sale on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings. Both the ACL and the adjustment to net income may be reversed if conditions change. However, if the Company intends to sell an impaired available-for-sale investment security or is required to sell such a security before recovering its amortized cost basis, the entire impairment amount must be recognized in earnings with a corresponding adjustment to the security’s amortized cost basis. Because the security’s amortized cost basis is adjusted to fair value, there is no ACL in this situation.
In evaluating available-for-sale securities in unrealized loss positions for impairment and the criteria regarding its intent or requirement to sell such securities, the Company considers the extent to which fair value is less than amortized cost, whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuers’ financial condition, among other factors.
Accrued interest receivable is excluded from the estimate of credit losses.
Investment securities held-to-maturity. Management measures expected credit losses on held-to-maturity investment securities on a collective basis by major security type. The Company evaluates held-to-maturity investment
9
securities by credit rating and an external study, updated annually, that includes historical information such as probability of default and loss going back several years. Accrued interest receivable on held-to-maturity investment securities is excluded from the estimate of credit losses.
Loans held for investment. Under the current expected credit loss, or CECL, accounting standard the ACL is a valuation estimated at each balance sheet date and deducted from the amortized cost basis of loans held for investment to present the net amount expected to be collected.
The Company estimates the ACL based on the underlying assets’ amortized cost basis, which is the amount at which the financing receivable is originated or acquired, adjusted for collection of cash and charge-offs, as well as applicable accretion or amortization of premium, discount and net deferred fees or costs. In the event that collection of principal becomes uncertain, the Company has policies in place to reverse accrued interest in a timely manner. Therefore, the Company has made the policy election to exclude accrued interest from the measurement of ACL.
Expected credit losses are reflected in the ACL through a charge to provision for credit losses when the Company deems all or a portion of the financial asset will be uncollectible; the appropriate amount is written off and the ACL is reduced by the same amount. The Company applies judgement to determine when a financial asset is deemed uncollectible; however, generally, an asset will be considered uncollectible no later than when all efforts of collection have been exhausted. Subsequent recoveries, if any, are credited to the ACL when received.
Upon the adoption of the CECL accounting standard, the Company elected to maintain pools of loans that were previously accounted for under ASC 310-30 and will continue to account for these pools as a unit of account. Upon the adoption of the CECL accounting standard, the ACL was determined for each pool and added to the pools’ carrying amount to establish a new amortized cost basis. Loans that do not share similar risk characteristics are evaluated on an individual basis.
Management estimates the ACL using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable supportable forecasts. Historical loss experience provides the basis for estimation of expected credit losses. Adjustments to historical loss information are made for differences in the current loan-specific risk characteristics such as different underwriting standards, portfolio mix, delinquency level, or life of the loan, as well as changes in environmental conditions, levels of economic activity, unemployment rates, property values and other relevant factors. The calculation also contemplates that the Company may not be able to make or obtain such forecasts for the entire life of the financial assets and requires a reversion to historical loss information.
Ongoing impacts of the CECL accounting standard will be dependent upon changes in economic conditions and forecasts, originated and acquired loan portfolio composition, credit performance trends, portfolio duration and other forecasts.
Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. The ACL on individually evaluated loans is recognized on the basis of the present value of expected future cash flows discounted at the effective interest rate, the fair value of collateral adjusted of estimated costs to sell, or observable market price as of the relevant date.
Reserve for off-balance sheet credit exposures. In estimating expected credit losses for off-balance sheet credit exposures, the Company is required to estimate expected credit losses over the contractual period in which it is exposed to credit risk via a present contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the issuer. To be considered unconditionally cancellable for accounting purposes, the Company must have the ability to, at any time, with or without cause, refuse to extend credit under the commitment. Off-balance sheet credit exposure segments share the same risk characteristics as portfolio loans. The Company incorporates a probability of funding and utilizes the ACL loss rates to calculate the reserve. The reserve for off-balance sheet credit exposure is carried on the balance sheet in accrued expenses and other liabilities rather than as a component of the allowance. The reserve for off-balance sheet credit exposure is adjusted as a provision for off-balance sheet credit exposure reported as a component of the provision for credit loss expense in the accompanying unaudited Consolidated Statements of Income.
10
NOTE 2 Recent Accounting Pronouncements
The following Financial Accounting Standards Board, or FASB, Accounting Standards Updates, (“ASUs”)or ASUs, are divided into pronouncements which have been adopted by the Company since January 1, 2019,2023, and those which are not yet effective and have been evaluated or are currently being evaluated by management as of September 30, 2019.2023.
Adopted Pronouncements
In February 2016,On January 1, 2023, the FASB issuedCompany adopted ASU No. 2016‑02, “Leases.” Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short‑term leases): 1) a lease liability, which is the present value of a lessee’s obligation to make lease payments, and 2) a right‑of‑use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessor accounting under the new guidance remains largely unchanged as it is substantially equivalent to existing guidance for sales‑type leases, direct financing leases, and operating leases. Leveraged leases have been eliminated, although lessors can continue to account for existing leveraged leases using the current accounting guidance. Other limited changes were made to align lessor accounting with the lessee accounting model and the new revenue recognition standard. All entities will classify leases to determine how to recognize lease‑related revenue and expense. Quantitative and qualitative disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The intention is to require enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities. ASU No. 2016‑02 is effective for interim and annual reporting periods beginning after December 15, 2018.
8
All entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. As the Company elected the transition option provided in ASU No. 2018‑11, the modified retrospective approach was applied on January 1, 2019. The Company also elected certain relief options offered in ASU 2016‑02 including the package of practical expedients, the option not to separate lease and non‑lease components and instead to account for them as a single lease component, and the option not to recognize right‑of‑use assets and lease liabilities that arise from short‑term leases (i.e., leases with terms of twelve months or less). The Company did not elect the hindsight practical expedient, which allows entities to use hindsight when determining lease term and impairment of right‑of‑use assets. The Company has several lease agreements, such as branch locations, which are considered operating leases, and therefore, were not previously recognized on the Company’s consolidated balance sheets. The new guidance requires these lease agreements to be recognized on the consolidated balance sheets as a right‑of‑use asset and a corresponding lease liability. The new guidance did not have a material impact on the consolidated statements of income or the consolidated statements of cash flows. See “NOTE 7 Leases” for more information.
In March 2017, the FASB issued ASU No. 2017‑08, Premium Amortization on Purchased Callable Debt Securities. This ASU shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. Currently, entities generally amortize the premium as an adjustment of yield over the contractual life of the security. ASU 2017‑08 does not change the accounting for purchased callable debt securities held at a discount as the discount will continue to be accreted to maturity. ASU 2017‑08 is effective for public business entities for the interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. The guidance calls for a modified retrospective transition approach under which a cumulative‑effect adjustment will be made to retained earnings as of the beginning of the first reporting period in which ASU 2017‑08 is adopted. The Company elected to early adopt this standard as of January 1, 2019, and has evaluated the provisions of ASU 2017‑08 and determined there is no impact on its consolidated financial statements.
In August 2017, the FASB issued ASU No. 2017‑12, “Targeted Improvements to Accounting for Hedging Activities.” This ASU’s objectives are to (1) improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities; and (2) reduce the complexity of and simplify the application of hedge accounting by preparers. ASU No. 2017‑12 is effective for interim and annual reporting periods beginning after December 15, 2018. The Company currently does not designate any derivative financial instruments as formal hedging relationships, and therefore, does not currently utilize hedge accounting. As such, ASU No. 2017‑12 did not impact the Company’s consolidated financial statements.
In September 2018, the FASB issued ASU No. 2018‑07, Compensation (Topic 718): Improvements to Nonemployee Share‑Based Payment Accounting. This ASU has been issued as part of a simplification initiative which will expand the scope of Topic 718 to include share‑based payment transactions for the acquiring of goods and services from non‑employees and expands the scope through the amendments to address and improve aspects of the accounting for non‑employee share‑based payment transactions. The amendments will be effective for public business entities for interim and annual reporting periods beginning after December 15, 2018. The Company elected to early adopt ASU 2018‑07 effective January 1, 2019, and has evaluated the provisions of ASU 2018‑07 and determined there was no significant impact on its consolidated financial statements.
Pronouncements Not Yet Effective
In September 2016, the FASB issued ASU No. 2016‑13,2016-13, Financial Instruments—Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires a new impairment model known as the currentThe measurement of expected credit loss (“CECL”) which significantly changeslosses under the way impairment ofCECL accounting standard is applicable to financial instruments is recognized by requiring immediate recognition of estimated credit losses expected to occur over the remaining life of financial instruments. The main provisions of ASU 2016‑13 include (1) replacing the “incurred cost” approach under GAAP with an “expected loss” model for instrumentsassets measured at amortized cost, (2) requiring entitiesincluding loan receivables. It also applies to recordoff-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar agreements). In addition, ASC 326 made changes to the accounting for held-to-maturity debt securities. One such change is to require credit losses to be presented as an allowance, for credit losses related to available‑for‑sale debt securities rather than as a direct write‑down ofwrite-down.
The Company adopted ASC 326 using the carrying amount of the investments, as is required by the other‑than‑temporary impairment model under current GAAP,modified retrospective method for all financial assets measured at amortized cost, off-balance sheet credit exposures, and (3) a simplified accounting modelheld-to-maturity securities. Results for purchase credit‑impaired debt securities and loans. For public business entities that are
9
U.S. Securities and Exchange Commission filers, ASU 2016‑13 is effective for interim and annual reporting periods beginning after December 15, 2019. For all other public business entities ASU 2016‑13 is effective for interim and annual reporting periods beginning after December 15, 2020. As an emerging growth company, ASU 2016‑13 is effective for interim and annual reporting periods beginning after December 15, 2021, although early adoption is permitted.31, 2022, are presented under ASC 326, while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company is currently evaluatingrecorded a net decrease to retained earnings of $4.5 million as of January 1, 2023, for the potentialcumulative effect of adopting ASC 326.
The Company adopted ASC 326 using the prospective transition approach for financial assets purchased with credit deterioration previously classified as purchased credit impaired and accounted for under ASC 310-30. In accordance with the standard, management did not reassess whether purchased credit impaired, or PCI, assets met the criteria of purchased credit deteriorated, or PCD, assets as of the date of adoption.
11
The following table illustrates the impact of ASU 2016‑13 on its consolidated financial statements. On July 17, 2019, the FASB voted to issue a proposal for public comment that would potentially result in a postponement of the required implementation date for ASU 2016‑13, and on October 16, 2019, the FASB approved delaying the implementation of this ASU for private companies and smaller reporting companies until 2023. As an emerging growth company, the Company can take advantage of this delay. Management will continue to monitor any new developments regarding this possible delay.ASC 326:
| | | | | | | | | |
| | January 1, 2023 | |||||||
| | As reported | | | | | Pre-tax impact of | ||
(dollars in thousands) |
| under | | Pre-ASC 326 | | ASC 326 | |||
Assets: |
| ASC 326 | | Adoption | | Adoption | |||
Investments | | | | | | | | | |
Held-to-maturity | | | | | | | | | |
Obligations of state and political agencies | | $ | 110 | | $ | — | | $ | 110 |
Mortgage backed securities | | | | | | | | | |
Residential agency | | | 62 | | | — | | | 62 |
Total allowance for held-to-maturity investment securities | | | 172 | | | — | | | 172 |
Loans | | | | | | | | | |
Commercial | | | | | | | | | |
Commercial and industrial | | | 8,296 | | | 9,158 | | | (862) |
Real estate construction | | | 3,964 | | | 1,446 | | | 2,518 |
Commercial real estate | | | 12,264 | | | 12,688 | | | (424) |
Total commercial | | | 24,524 | | | 23,292 | | | 1,232 |
Consumer | | | | | | | | | |
Residential real estate first mortgage | | | 7,849 | | | 5,769 | | | 2,080 |
Residential real estate junior lien | | | 1,222 | | | 1,289 | | | (67) |
Other revolving and installment | | | 424 | | | 528 | | | (104) |
Total consumer | | | 9,495 | | | 7,586 | | | 1,909 |
Unallocated | | | 984 | | | 268 | | | 716 |
Total allowance for loans | | | 35,003 | | | 31,146 | | | 3,857 |
Allowance for credit losses on loans and investments securities | | $ | 35,175 | | $ | 31,146 | | $ | 4,029 |
Liabilities: | | | | | | | | | |
Allowance for credit losses on unfunded commitments | | $ | 5,159 | | $ | 3,244 | | $ | 1,915 |
In August 2018,March 2022, the FASB issued ASU No. 2018‑13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This ASU eliminates, adds, and modifies certain disclosure requirements for estimated fair value measurements. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfer between Level 1 and Level 2 of the estimated fair value hierarchy, but will be required to disclose the range and weighted-average used to develop significant unobservable inputs for Level 3 estimated fair value measurements. ASU 2018‑13 is effective for all entities interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. Entities are also allowed to elect for early adoption of the eliminated or modified disclosure requirements and delay adoption of the new disclosure requirements until their effective date. The revised disclosure requirements will not have a material impact on the Company’s consolidated financial statements.
In April 2019, the FASB issued ASU 2019‑04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815,2022-01, Derivatives and Hedging and(Topic 815): Fair Value Hedging – Portfolio Layer Method, which clarifies the guidance on fair value hedge accounting of interest rate risk portfolios of financial assets. ASU 2022-01 updates guidance in Topic 825, Financial Instruments, which affects a variety of topics in the Codification and applies815, to all reporting entities withinexpand the scope of the affected accounting guidance. This update iscurrent last-of-layer method to allow multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments on a prospective basis. Additionally, ASU 2022-01 clarifies that basis adjustments related to existing portfolio layer hedge relationships should not expected to have a significant impactbe considered when measuring credit losses on the Company’s consolidated financial statements.
In May 2019,assets included in the FASB issuedclosed portfolio. Further, ASU 2019‑05, Targeted Transition Relief to provide entities2022-01 clarifies that any reversal of fair value hedge basis adjustments associated with an option to irrevocably elect the fair value option applied on an instrument-by-instrument basis for eligible instruments. As an emerging growth company, these ASUs areactual breach should be recognized in interest income immediately. ASU 2022-01 was effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.2022, with early adoption permitted. The Company adopted ASU 2022-01 effective January 1, 2023, and entered into a fair value hedge agreement on February 10, 2023 and adopted the portfolio layer method of accounting for this transaction. This update is not expected to have a significantadoption had no impact on the Company’sour consolidated financial statements.statements as the Company did not have any hedged assets using the last-of-layer hedge accounting method.
In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments – Credit Losses Troubled Debt Restructurings and Vintage Disclosures. The amendments in this update eliminate the accounting guidance for Troubled Debt Restructurings, or TDRs, by creditors in Subtopic 310-40. Receivables – Troubled Debt Restructurings by Creditors, while enhancing the disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. For public business entities, this amendment also has vintage disclosures that require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20 Financial Instruments – Credit Losses – Measured at Amortized Cost. For entities that had not yet adopted the amendment in ASU 2016-13, the effective date for the amendments in this update are same as the effective date for ASU 2016-13. The Company adopted this ASU on January 1, 2023, and had no loans experience financial difficulty in the current period.
12
NOTE 3 Investment Securities
The following tables present amortized cost, gross unrealized gaingains and losses, allowance for credit losses, and fair value of the available-for-sale investment securities as of September 30, 2019 and December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 | ||||||||||
|
| Amortized |
| Unrealized |
| Unrealized |
| Fair | ||||
(dollars in thousands) |
| Cost |
| Gains |
| Losses |
| Value | ||||
U.S. Treasury and agencies |
| $ | 21,607 |
| $ | 29 |
| $ | (34) |
| $ | 21,602 |
Obligations of state and political agencies |
|
| 47,227 |
|
| 703 |
|
| (74) |
|
| 47,856 |
Mortgage backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
Residential agency |
|
| 165,995 |
|
| 3,467 |
|
| (125) |
|
| 169,337 |
Commercial |
|
| 32,546 |
|
| 139 |
|
| (33) |
|
| 32,652 |
Asset backed securities |
|
| 152 |
|
| 5 |
|
| — |
|
| 157 |
Corporate bonds |
|
| 7,069 |
|
| 43 |
|
| — |
|
| 7,112 |
Total available-for-sale investment securities |
| $ | 274,596 |
| $ | 4,386 |
| $ | (266) |
| $ | 278,716 |
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2018 | ||||||||||
|
| Amortized |
| Unrealized |
| Unrealized |
| Fair | ||||
(dollars in thousands) |
| Cost |
| Gains |
| Losses |
| Value | ||||
U.S. Treasury and agencies |
| $ | 19,364 |
| $ | — |
| $ | (222) |
| $ | 19,142 |
Obligations of state and political agencies |
|
| 67,662 |
|
| 171 |
|
| (1,446) |
|
| 66,387 |
Mortgage backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
Residential agency |
|
| 129,906 |
|
| 210 |
|
| (3,118) |
|
| 126,998 |
Commercial |
|
| 29,050 |
|
| 20 |
|
| (303) |
|
| 28,767 |
Asset backed securities |
|
| 398 |
|
| 5 |
|
| (4) |
|
| 399 |
Corporate bonds |
|
| 8,602 |
|
| — |
|
| (121) |
|
| 8,481 |
Total available-for-sale investment securities |
| $ | 254,982 |
| $ | 406 |
| $ | (5,214) |
| $ | 250,174 |
The following tables presentthe amortized cost, gross unrealized gains and losses and fair values for available-for-sale investmentvalue of held-to-maturity securities as of September 30, 20192023 and December 31, 2018,2022:
| | | | | | | | | | | | | | | |
| | September 30, 2023 | |||||||||||||
| | Amortized | | Unrealized | | Unrealized | | Allowance for | | Fair | |||||
(dollars in thousands) |
| Cost | | Gains | | Losses | | Credit Losses |
| Value | |||||
Available-for-sale | | | | | | | | | | | | | | | |
U.S. Treasury and agencies | | $ | 2,679 | | $ | 9 | | $ | (23) | | $ | — | | $ | 2,665 |
Mortgage backed securities | |
|
| |
| | |
| | | | | |
| |
Residential agency | |
| 656,845 | |
| — | |
| (135,222) | | | — | |
| 521,623 |
Commercial | |
| 66,980 | |
| — | |
| (8,295) | | | — | |
| 58,685 |
Asset backed securities | |
| 27 | |
| — | |
| — | | | — | |
| 27 |
Corporate bonds | |
| 69,495 | |
| — | |
| (12,494) | | | — | |
| 57,001 |
Total available-for-sale investment securities | | | 796,026 | | | 9 | | | (156,034) | | | — | | | 640,001 |
Held-to-maturity | | | | | | | | | | | | | | | |
Obligations of state and political agencies | | | 130,088 | |
| — | |
| (18,651) | | | 115 | |
| 111,437 |
Mortgage backed securities | | | | | | | | | | | | | | | |
Residential agency | | | 173,398 | |
| — | |
| (36,596) | | | 103 | |
| 136,802 |
Total held-to-maturity investment securities | | | 303,486 | | | — | | | (55,247) | | | 218 | | | 248,239 |
Total investment securities | | $ | 1,099,512 | | $ | 9 | | $ | (211,281) | | $ | 218 | | $ | 888,240 |
| | | | | | | | | | | | | | | |
| | December 31, 2022 | |||||||||||||
| | Amortized | | Unrealized | | Unrealized | | Allowance for | | Fair | |||||
(dollars in thousands) |
| Cost | | Gains | | Losses | | Credit Losses |
| Value | |||||
Available-for-sale | | | | | | | | | | | | | | | |
U.S. Treasury and agencies | | $ | 3,518 | | $ | 19 | | $ | (17) | | | N/A | | $ | 3,520 |
Mortgage backed securities | |
|
| |
| | |
| | | | | |
|
|
Residential agency | |
| 705,845 | |
| 2 | |
| (118,168) | | | N/A | |
| 587,679 |
Commercial | |
| 70,669 | |
| — | |
| (7,111) | | | N/A | |
| 63,558 |
Asset backed securities | |
| 34 | |
| — | |
| — | | | N/A | |
| 34 |
Corporate bonds | |
| 69,501 | |
| — | |
| (6,968) | | | N/A | |
| 62,533 |
Total available-for-sale investment securities | | | 849,567 | | | 21 | | | (132,264) | | | N/A | | | 717,324 |
Held-to-maturity | | | | | | | | | | | | | | | |
Obligations of state and political agencies | | | 137,787 | |
| — | |
| (17,736) | | | N/A | | | 120,051 |
Mortgage backed securities | | | | | | | | | | | | | | | |
Residential agency | | | 184,115 | |
| — | |
| (33,254) | | | N/A | | | 150,861 |
Total held-to-maturity investment securities | | | 321,902 | | | — | | | (50,990) | | | N/A | | | 270,912 |
Total investment securities | | $ | 1,171,469 | | $ | 21 | | $ | (183,254) | | | N/A | | $ | 988,236 |
The adequacy of the allowance for credit losses on investment securities is assessed at the end of each quarter. The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position as of September 30, 2023, represent a credit loss impairment. As of September 30, 2023, and December 31, 2022, the gross unrealized loss positions were primarily related to mortgage-backed securities issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as “risk free,” and have a long history of zero credit loss. Total gross unrealized losses were attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities. The Company does not intend to sell the investment securities that were in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investment securities before recovery of their amortized cost basis, which may be at maturity.
The allowance for credit losses on held-to-maturity debt securities is estimated using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable supportable forecasts. Using a probability of default and loss on given default analysis an allowance for credit losses was established in the amount of $218 thousand as of September 30, 2023.
13
Accrued interest receivable on available-for-sale investment securities and held-to-maturity investment securities is recorded in accrued interest receivable and is excluded from the estimate of credit losses. As of September 30, 2023, the accrued interest receivable on available-for-sale investment securities and held-to-maturity investment securities totaled $2.4 million and $1.0 million, respectively. As of December 31, 2022, the accrued interest receivable on available-for-sale investment securities and held-to-maturity investment securities totaled $1.9 million and $1.5 million, respectively.
The following table presents investment securities available-for-sale in an unrealized loss position for which an allowance for credit losses has not been recorded as of September 30, 2023:
| | | | | | | | | | | | | | | | | | |
| | September 30, 2023 | ||||||||||||||||
| | Less than 12 Months | | Over 12 Months | | Total | ||||||||||||
| | Unrealized | | Fair | | Unrealized | | Fair | | Unrealized | | Fair | ||||||
(dollars in thousands) |
| Losses |
| Value |
| Losses |
| Value |
| Losses |
| Value | ||||||
Available-for-sale | | | | | | | | | | | | | | | | | | |
U.S. Treasury and agencies | | $ | — | | $ | — | | $ | (23) | | $ | 389 | | $ | (23) | | $ | 389 |
Mortgage backed securities | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential agency | |
| (9) | |
| 577 | |
| (135,213) | |
| 484,451 | |
| (135,222) | |
| 485,028 |
Commercial | |
| — | |
| — | |
| (8,295) | |
| 58,684 | |
| (8,295) | |
| 58,684 |
Asset backed securities | |
| — | |
| 7 | |
| — | |
| 19 | |
| — | |
| 26 |
Corporate bonds | |
| — | |
| — | |
| (12,494) | |
| 57,001 | |
| (12,494) | |
| 57,001 |
Total available-for-sale investment securities | | $ | (9) | | $ | 584 | | $ | (156,025) | | $ | 600,544 | | $ | (156,034) | | $ | 601,128 |
Gross unrealized losses on investment securities and the fair value of the related securities aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 | ||||||||||||||||
|
| Less than 12 Months |
| Over 12 Months |
| Total | ||||||||||||
|
| Unrealized |
| Fair |
| Unrealized |
| Fair |
| Unrealized |
| Fair | ||||||
(dollars in thousands) |
| Losses |
| Value |
| Losses |
| Value |
| Losses |
| Value | ||||||
U.S. Treasury and agencies |
| $ | (3) |
| $ | 1,757 |
| $ | (31) |
| $ | 9,969 |
| $ | (34) |
| $ | 11,726 |
Obligations of state and political agencies |
|
| (23) |
|
| 5,965 |
|
| (51) |
|
| 5,999 |
|
| (74) |
|
| 11,964 |
Mortgage backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential agency |
|
| (44) |
|
| 10,020 |
|
| (81) |
|
| 17,138 |
|
| (125) |
|
| 27,158 |
Commercial |
|
| (18) |
|
| 9,215 |
|
| (15) |
|
| 3,126 |
|
| (33) |
|
| 12,341 |
Asset backed securities |
|
| — |
|
| 2 |
|
| — |
|
| — |
|
| — |
|
| 2 |
Corporate bonds |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
Total available-for-sale investment securities |
| $ | (88) |
| $ | 26,959 |
| $ | (178) |
| $ | 36,232 |
| $ | (266) |
| $ | 63,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2018 | ||||||||||||||||
|
| Less than 12 Months |
| Over 12 Months |
| Total | ||||||||||||
|
| Unrealized |
| Fair |
| Unrealized |
| Fair |
| Unrealized |
| Fair | ||||||
(dollars in thousands) |
| Losses |
| Value |
| Losses |
| Value |
| Losses |
| Value | ||||||
U.S. Treasury and agencies |
| $ | (8) |
| $ | 5,288 |
| $ | (214) |
| $ | 11,598 |
| $ | (222) |
| $ | 16,886 |
Obligations of state and political agencies |
|
| — |
|
| 389 |
|
| (1,446) |
|
| 55,770 |
|
| (1,446) |
|
| 56,159 |
Mortgage backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential agency |
|
| (44) |
|
| 7,352 |
|
| (3,074) |
|
| 112,293 |
|
| (3,118) |
|
| 119,645 |
Commercial |
|
| (39) |
|
| 7,844 |
|
| (264) |
|
| 9,741 |
|
| (303) |
|
| 17,585 |
Asset backed securities |
|
| — |
|
| 2 |
|
| (4) |
|
| 155 |
|
| (4) |
|
| 157 |
Corporate bonds |
|
| — |
|
| — |
|
| (121) |
|
| 8,481 |
|
| (121) |
|
| 8,481 |
Total available-for-sale investment securities |
| $ | (91) |
| $ | 20,875 |
| $ | (5,123) |
| $ | 198,038 |
| $ | (5,214) |
| $ | 218,913 |
position as of December 31, 2022, were as follows:
For all of the above
| | | | | | | | | | | | | | | | | | |
| | December 31, 2022 | ||||||||||||||||
| | Less than 12 Months | | Over 12 Months | | Total | ||||||||||||
| | Unrealized | | Fair | | Unrealized | | Fair | | Unrealized | | Fair | ||||||
(dollars in thousands) |
| Losses |
| Value |
| Losses |
| Value |
| Losses |
| Value | ||||||
Available-for-sale | | | | | | | | | | | | | | | | | | |
U.S. Treasury and agencies | | $ | (17) | | $ | 509 | | $ | — | | $ | — | | $ | (17) | | $ | 509 |
Mortgage backed securities | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential agency | |
| (10,457) | |
| 79,693 | |
| (107,711) | |
| 507,418 | |
| (118,168) | |
| 587,111 |
Commercial | |
| (4,835) | |
| 50,437 | |
| (2,276) | |
| 13,120 | |
| (7,111) | |
| 63,557 |
Asset backed securities | |
| — | |
| 32 | |
| — | |
| 2 | |
| — | |
| 34 |
Corporate bonds | |
| (4,452) | |
| 48,048 | |
| (2,516) | |
| 14,484 | |
| (6,968) | |
| 62,532 |
Total available-for-sale investment securities | | | (19,761) | | | 178,719 | | | (112,503) | | | 535,024 | | | (132,264) | | | 713,743 |
Held-to-maturity | | | | | | | | | | | | | | | | | | |
Obligations of state and political agencies | | | (3,336) | | | 18,788 | | | (14,400) | | | 98,762 | | | (17,736) | | | 117,550 |
Mortgage backed securities | | | | | | | | | | | | | | | | | | |
Residential agency | | | — | | | — | | | (33,254) | | | 150,861 | | | (33,254) | | | 150,861 |
Total held-to-maturity investment securities | | | (3,336) | | | 18,788 | | | (47,654) | | | 249,623 | | | (50,990) | | | 268,411 |
Total investment securities | | $ | (23,097) | | $ | 197,507 | | $ | (160,157) | | $ | 784,647 | | $ | (183,254) | | $ | 982,154 |
Unrealized losses on available-for-sale investment securities have not been recognized into income because the unrealized lossesissuers’ bonds are generallyof high credit quality. Furthermore, the Company does not intend to sell, and it is likely that management will not be required to sell, the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest ratesrates. The issuers continue to make timely principal and interest payments on their bonds. The Company expects that it could see a continued increase in unrealized losses are consideredif the Federal Reserve continues to be temporary as the fair value is expected to recover as the securities approach maturity date. The Company evaluates securities for other-than-temporary impairment (“OTTI”) on a quarterly basis, at a minimum, and more frequently when economic or market concerns warrant such evaluation. In estimating OTTI losses, consideration is given to the severity and duration of the impairment; the financial condition and near-term prospects of the issuer, which for debt securities, considers external credit ratings and recent downgrades; and the intent and ability of the Company to hold the security for a period of time sufficient for a recovery in value.
For the three and nine months ended September 30, 2019 and 2018, the Company did not recognize OTTI losses on its investment securities.
raise interest rates.
1114
The following table presents amortized cost and estimated fair value of available-for-sale investment securities and the available-for-salecarrying value and fair value of held-to-maturity investment securities as of September 30, 2019,2023, by contractual maturity:
|
|
|
|
|
|
|
|
| Amortized |
| Fair | ||
(dollars in thousands) |
| Cost |
| Value | ||
Due within one year or less |
| $ | 3,016 |
| $ | 3,026 |
Due after one year through five years |
|
| 35,948 |
|
| 35,989 |
Due after five years through ten years |
|
| 78,983 |
|
| 80,405 |
Due after 10 years |
|
| 156,649 |
|
| 159,296 |
Total available-for-sale investment securities |
| $ | 274,596 |
| $ | 278,716 |
| | | | | | | | | | | | |
| | Held-to-maturity | | Available-for-sale | ||||||||
| | Carrying | | Fair | | Amortized | | Fair | ||||
(dollars in thousands) |
| Value | | Value | | Cost |
| Value | ||||
Due within one year or less | | $ | 5,981 | | $ | 5,875 | | $ | — | | $ | — |
Due after one year through five years | |
| 51,009 | |
| 45,878 | |
| 17,119 | |
| 15,706 |
Due after five years through ten years | |
| 60,325 | |
| 49,427 | |
| 80,670 | |
| 66,779 |
Due after 10 years | |
| 12,773 | |
| 10,257 | |
| 41,392 | |
| 35,893 |
| | | 130,088 | | | 111,437 | | | 139,181 | | | 118,378 |
Mortgage-backed securities | | | | | | | | | | | | |
Residential agency | | | 173,398 | | | 136,802 | | | 656,845 | | | 521,623 |
Total investment securities | | $ | 303,486 | | $ | 248,239 | | $ | 796,026 | | $ | 640,001 |
Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
Investment securities with a total carrying value of $141.1$381.4 million and $149.0$260.7 million were pledged as of September 30, 20192023 and December 31, 2018,2022, respectively, to secure public deposits and for other purposes required or permitted by law.
Proceeds from the saleThe company had no sales or calls of available‑for‑saleavailable-for-sale investment securities, for the three and nine months ended September 30, 20192023 and 2018,2022.
Proceeds from the call of held-to-maturity investment securities, for the three and nine months ended September 30, 2023 and 2022, are displayed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended |
| Nine months ended | ||||||||
|
| September 30, |
| September 30, | ||||||||
(dollars in thousands) |
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||
Proceeds |
| $ | 10,934 |
| $ | 2,021 |
| $ | 32,565 |
| $ | 2,466 |
Realized gains |
|
| 59 |
|
| — |
|
| 357 |
|
| 105 |
Realized losses |
|
| 11 |
|
| — |
|
| 22 |
|
| 5 |
| | | | | | | | | | | | |
| | Three months ended | | Nine months ended | ||||||||
| | September 30, | | September 30, | ||||||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||
Proceeds | | $ | 116 | | $ | 101 | | $ | 242 | | $ | 827 |
Realized gains | |
| — | |
| — | |
| — | |
| — |
Realized losses | |
| — | |
| — | |
| — | |
| — |
As of September 30, 20192023 and December 31, 2018,2022, the carrying value of the Company’s Federal Reserve stock and Federal Home Loan Bank of Des Moines, (“FHLB”)or FHLB, stock was as follows:
|
|
|
|
|
|
|
|
| September 30, |
| December 31, | ||
(dollars in thousands) |
| 2019 |
| 2018 | ||
Federal Reserve |
| $ | 2,675 |
| $ | 2,675 |
FHLB |
|
| 3,121 |
|
| 6,875 |
| | | | | | |
| | September 30, | | December 31, | ||
(dollars in thousands) |
| 2023 |
| 2022 | ||
Federal Reserve | | $ | 4,623 | | $ | 4,595 |
FHLB | |
| 25,316 | |
| 19,362 |
These securities can only be redeemed or sold at their par value and only to the respective issuing institution or to another member institution. The Company records these non-marketable equity securities as a component of other assets and periodically evaluates these securities for impairment. Management considers these non-marketable equity securities to be long-term investments. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value.
Visa Class B Restricted Shares
In 2008, the Company received Visa Class B restricted shares as part of Visa’s initial public offering. These shares are transferable only under limited circumstances until they can be converted into the publicly traded Class A common shares. This conversion will not occur until the settlement of certain litigation which will be indemnified by Visa members, including the Company. Visa funded an escrow account from its initial public offering to settle these
15
litigation claims. Should this escrow account be insufficient to cover these litigation claims, Visa is entitled to fund additional amounts to the escrow account by reducing each member bank’s Class B conversion ratio to unrestricted Class A shares. As of September 30, 2019,2023, the conversion ratio was 1.6298.1.5902. Based on the existing transfer restriction and the uncertainty of the outcome of the Visa litigation mentioned above, the 6,924 Class B shares (11,285(11,010 Class A equivalents) that the Company ownsowned as of September 30, 20192023 and December 31, 2018, are2022, were carried at a zero cost basis.
12
NOTE 4 Loans and Allowance for LoanCredit Losses
The following table presents total loans outstanding, by portfolio segment, as of September 30, 20192023 and December 31, 2018:2022:
|
|
|
|
|
|
|
|
| September 30, |
| December 31, | ||
(dollars in thousands) |
| 2019 |
| 2018 | ||
Commercial |
|
|
|
|
|
|
Commercial and industrial |
| $ | 485,183 |
| $ | 510,706 |
Real estate construction |
|
| 21,674 |
|
| 18,965 |
Commercial real estate |
|
| 444,600 |
|
| 439,963 |
Total commercial |
|
| 951,457 |
|
| 969,634 |
Consumer |
|
|
|
|
|
|
Residential real estate first mortgage |
|
| 459,763 |
|
| 448,143 |
Residential real estate junior lien |
|
| 182,516 |
|
| 188,855 |
Other revolving and installment |
|
| 92,351 |
|
| 95,218 |
Total consumer |
|
| 734,630 |
|
| 732,216 |
Total loans |
| $ | 1,686,087 |
| $ | 1,701,850 |
| | | | | | |
|
| September 30, |
| December 31, | ||
(dollars in thousands) |
| 2023 |
| 2022 | ||
Commercial | | | | | | |
Commercial and industrial | | $ | 582,387 | | $ | 583,876 |
Real estate construction | |
| 97,742 | |
| 97,810 |
Commercial real estate | |
| 1,025,014 | |
| 881,670 |
Total commercial | |
| 1,705,143 | |
| 1,563,356 |
Consumer | |
|
| |
|
|
Residential real estate first mortgage | |
| 717,793 | |
| 679,551 |
Residential real estate junior lien | |
| 152,677 | |
| 150,479 |
Other revolving and installment | |
| 30,817 | |
| 50,608 |
Total consumer | |
| 901,287 | |
| 880,638 |
Total loans | | $ | 2,606,430 | | $ | 2,443,994 |
Total loans includeincluded net deferred loan fees and costs of $1.1$0.5 million and $1.7$0.9 million at September 30, 20192023 and December 31, 2018,2022, respectively. Unearned discounts associated with the acquisition of Metro Phoenix Bank totaled $5.2 million as of September 30, 2023.
Accrued interest receivable on loans is recorded within accrued interest receivable, and totaled $11.5 million at September 30, 2023 and $9.2 million at December 31, 2022.
Management monitors the credit quality of its loan portfolio on an ongoing basis. MeasurementMeasurements of delinquency and past due status are based on the contractual terms of each loan. Past due loans are reviewed regularly to identify loans for nonaccrual status.
The following tables present a past due aging analysis of total loans outstanding, by portfolio segment, as of September 30, 20192023 and December 31, 2018:2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 | |||||||||||||
|
|
|
|
|
|
|
| 90 Days |
|
|
|
|
|
| |
|
| Accruing |
| 30 - 89 Days |
| or More |
|
|
|
| Total | ||||
(dollars in thousands) |
| Current |
| Past Due |
| Past Due |
| Nonperforming |
| Loans | |||||
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
| $ | 481,480 |
| $ | 1,561 |
| $ | 45 |
| $ | 2,097 |
| $ | 485,183 |
Real estate construction |
|
| 21,224 |
|
| 450 |
|
| — |
|
| — |
|
| 21,674 |
Commercial real estate |
|
| 443,129 |
|
| — |
|
| — |
|
| 1,471 |
|
| 444,600 |
Total commercial |
|
| 945,833 |
|
| 2,011 |
|
| 45 |
|
| 3,568 |
|
| 951,457 |
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate first mortgage |
|
| 456,981 |
|
| 2,105 |
|
| — |
|
| 677 |
|
| 459,763 |
Residential real estate junior lien |
|
| 181,646 |
|
| 14 |
|
| — |
|
| 856 |
|
| 182,516 |
Other revolving and installment |
|
| 92,176 |
|
| 169 |
|
| — |
|
| 6 |
|
| 92,351 |
Total consumer |
|
| 730,803 |
|
| 2,288 |
|
| — |
|
| 1,539 |
|
| 734,630 |
Total loans |
| $ | 1,676,636 |
| $ | 4,299 |
| $ | 45 |
| $ | 5,107 |
| $ | 1,686,087 |
| | | | | | | | | | | | | | | |
| | September 30, 2023 | |||||||||||||
| | | | | | | | 90 Days | | | | | | | |
| | Accruing | | 30 - 89 Days | | or More | | | | | Total | ||||
(dollars in thousands) |
| Current |
| Past Due |
| Past Due |
| Nonaccrual |
| Loans | |||||
Commercial |
| |
|
| |
|
| |
|
| |
|
| |
|
Commercial and industrial | | $ | 572,898 | | $ | 2,929 | | $ | — | | $ | 6,560 | | $ | 582,387 |
Real estate construction | |
| 97,627 | |
| — | |
| — | |
| 115 | |
| 97,742 |
Commercial real estate | |
| 1,024,118 | |
| — | |
| — | |
| 896 | |
| 1,025,014 |
Total commercial | |
| 1,694,643 | |
| 2,929 | |
| — | |
| 7,571 | |
| 1,705,143 |
Consumer | |
|
| |
|
| |
|
| |
|
| |
|
|
Residential real estate first mortgage | |
| 716,799 | |
| 108 | |
| — | | | 886 | |
| 717,793 |
Residential real estate junior lien | |
| 151,593 | |
| 538 | |
| — | |
| 546 | |
| 152,677 |
Other revolving and installment | |
| 30,635 | |
| 178 | |
| — | |
| 4 | |
| 30,817 |
Total consumer | |
| 899,027 | |
| 824 | |
| — | |
| 1,436 | |
| 901,287 |
Total loans | | $ | 2,593,670 | | $ | 3,753 | | $ | — | | $ | 9,007 | | $ | 2,606,430 |
1316
| | | | | | | | | | | | | | | |
| | December 31, 2022 | |||||||||||||
| | | | | | | | 90 Days | | | | | | | |
| | Accruing | | 30 - 89 Days | | or More | | | | | Total | ||||
(dollars in thousands) |
| Current |
| Past Due |
| Past Due |
| Nonaccrual |
| Loans | |||||
Commercial | |
|
| |
|
| |
|
| |
|
| |
|
|
Commercial and industrial | | $ | 580,288 | | $ | 2,426 | | $ | — | | $ | 1,162 | | $ | 583,876 |
Real estate construction | |
| 97,370 | |
| — | |
| — | |
| 440 | |
| 97,810 |
Commercial real estate | |
| 879,830 | |
| 368 | |
| — | |
| 1,472 | |
| 881,670 |
Total commercial | |
| 1,557,488 | |
| 2,794 | |
| — | |
| 3,074 | |
| 1,563,356 |
Consumer | |
|
| |
|
| |
|
| |
|
| |
|
|
Residential real estate first mortgage | |
| 677,471 | |
| 1,545 | |
| — | |
| 535 | |
| 679,551 |
Residential real estate junior lien | |
| 149,918 | |
| 377 | |
| — | |
| 184 | |
| 150,479 |
Other revolving and installment | |
| 50,360 | |
| 247 | |
| — | |
| 1 | |
| 50,608 |
Total consumer | |
| 877,749 | |
| 2,169 | |
| — | |
| 720 | |
| 880,638 |
Total loans | | $ | 2,435,237 | | $ | 4,963 | | $ | — | | $ | 3,794 | | $ | 2,443,994 |
In calculating expected credit losses, the Company includes loans on nonaccrual status and loans 90 days or more past due and still accruing. The following table presents the amortized cost basis on nonaccrual status loans and loans 90 days or more past due and still accruing as of September 30, 2023 and December 31, 2022:
| | | | | | | | | |
| | As of September 30, 2023 | |||||||
| | Nonaccrual | | | | | 90 Days | ||
| | with no Allowance | | | | | or More | ||
(dollars in thousands) | | for Credit Losses | | Nonaccrual | | Past Due | |||
Commercial | | | | | | | | | |
Commercial and industrial | | $ | — | | $ | 6,560 | | $ | — |
Real estate construction | | | 115 | | | 115 | | | — |
Commercial real estate | | | — | | | 896 | | | — |
Total commercial | | | 115 | | | 7,571 | | | — |
Consumer | | | | | | | | | |
Residential real estate first mortgage | | | 880 | | | 886 | | | — |
Residential real estate junior lien | | | 46 | | | 546 | | | — |
Other revolving and installment | | | — | | | 4 | | | — |
Total consumer | | | 926 | | | 1,436 | | | — |
Total loans | | $ | 1,041 | | $ | 9,007 | | $ | — |
| | | | | | | | | |
| | December 31, 2022 | |||||||
| | Nonaccrual | | | | | 90 Days | ||
| | with no Allowance | | | | | or More | ||
(dollars in thousands) | | for Credit Losses | | Nonaccrual | | Past Due | |||
Commercial | | | | | | | | | |
Commercial and industrial | | $ | 638 | | $ | 1,162 | | $ | — |
Real estate construction | | | — | | | 440 | | | — |
Commercial real estate | | | 576 | | | 1,472 | | | — |
Total commercial | | | 1,214 | | | 3,074 | | | — |
Consumer | | | | | | | | | |
Residential real estate first mortgage | | | 535 | | | 535 | | | — |
Residential real estate junior lien | | | 184 | | | 184 | | | — |
Other revolving and installment | | | 1 | | | 1 | | | — |
Total consumer | | | 720 | | | 720 | | | — |
Total loans | | $ | 1,934 | | $ | 3,794 | | $ | — |
Loans with a carrying value of $1.9 billion as of September 30, 2023 and $1.5 billion as of December 31, 2022, were pledged to secure public deposits, and for other purposes required or permitted by law.
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2018 | |||||||||||||
|
|
|
|
|
|
|
| 90 Days |
|
|
|
|
|
| |
|
| Accruing |
| 30 - 89 Days |
| or More |
|
|
|
| Total | ||||
(dollars in thousands) |
| Current |
| Past Due |
| Past Due |
| Nonperforming |
| Loans | |||||
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
| $ | 504,313 |
| $ | 2,815 |
| $ | — |
| $ | 3,578 |
| $ | 510,706 |
Real estate construction |
|
| 18,965 |
|
| — |
|
| — |
|
| — |
|
| 18,965 |
Commercial real estate |
|
| 438,446 |
|
| — |
|
| — |
|
| 1,517 |
|
| 439,963 |
Total commercial |
|
| 961,724 |
|
| 2,815 |
|
| — |
|
| 5,095 |
|
| 969,634 |
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate first mortgage |
|
| 444,470 |
|
| 2,411 |
|
| — |
|
| 1,262 |
|
| 448,143 |
Residential real estate junior lien |
|
| 187,502 |
|
| 769 |
|
| — |
|
| 584 |
|
| 188,855 |
Other revolving and installment |
|
| 94,615 |
|
| 581 |
|
| — |
|
| 22 |
|
| 95,218 |
Total consumer |
|
| 726,587 |
|
| 3,761 |
|
| — |
|
| 1,868 |
|
| 732,216 |
Total loans |
| $ | 1,688,311 |
| $ | 6,576 |
| $ | — |
| $ | 6,963 |
| $ | 1,701,850 |
A loan for which the terms have been modified resulting in a concession represents a loan experiencing financial difficulty. Loans experiencing financial difficulty can include modifications for an interest rate reduction below current market rates, a forgiveness of principal balance, an extension of the loan term, an-other than significant payment delay, or some combination of similar types of modifications. During the three and nine months ended September 30, 2023, the Company did not provide any modifications to loans under these circumstances that were experiencing financial difficulty.
The Company’s consumer loan portfolio is primarily comprised of both secured and unsecured loans that are relatively small and are evaluated at origination on a centralized basis against standardized underwriting criteria. The Company generally does not risk rate consumer loans unless a default event such as bankruptcy or extended nonperformance takes place. Credit quality for the consumer loan portfolio is measured by delinquency rates, nonaccrual amounts and actual losses incurred.
The Company assigns a risk rating to all commercial loans, except pools of homogeneous loans, and periodically performs detailed internal and external reviews of risk rated loans over a certain threshold to identify credit risks and to assess the overall collectability of the portfolio. These risk ratings are also subject to examination by the Company’s regulators. During the internal reviews, management monitors and analyzes the financial condition of borrowers and guarantors, trends in the industries in which the borrowers operate and the estimated fair values of collateral securing the loans. These credit quality indicators are used to assign a risk rating to each individual loan.
The Company’s ratings are aligned to pass and criticized categories. The criticized category includes special mention, substandard, and doubtful risk ratings. The risk ratings are defined as follows:
Pass: A pass loan is a credit with no existing or known potential weaknesses deserving of management’s close attention.
Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, this potential weakness may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.
Substandard: Loans classified as substandard are not adequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Loans classified as substandard have a well‑definedwell-defined weakness or weaknesses that jeopardize the repayment of the debt. Well‑definedWell-defined weaknesses include a borrower’s lack of marketability, inadequate cash flow or collateral support, failure to complete construction on time, or the failure to fulfill economic expectations. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or repayment in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Loss: Loans classified as loss are considered uncollectible and charged off immediately.
1418
The tables below present totalfollowing table sets forth the amortized cost basis of loans outstanding, by loan portfolio segment,credit quality indicator and risk categoryvintage based on the most recent analysis performed, as of September 30, 20192023:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Revolving | | | | |
(dollars in thousands) |
| Term Loans Amortized Cost Basis by Origination Year | | Loans Amortized | | | | |||||||||||||||||
As of September 30, 2023 | | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | Prior | | Cost Basis | | Total | ||||||||
Commercial and industrial | | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Pass | | $ | 104,091 | | $ | 107,346 | | $ | 75,494 | | $ | 67,184 | | $ | 37,877 | | $ | 50,189 | | $ | 108,524 | | $ | 550,705 |
Special mention | | | — | | | — | | | — | | | — | | | — | | | — | | | 273 | | | 273 |
Substandard | | | 117 | | | 5,052 | | | 377 | | | 8,064 | | | 104 | | | 2,214 | | | 15,481 | | | 31,409 |
Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Subtotal | | | 104,208 | | | 112,398 | | | 75,871 | | | 75,248 | | | 37,981 | | | 52,403 | | | 124,278 | | | 582,387 |
Real estate construction | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 14,284 | | | 39,029 | | | 18,594 | | | 144 | | | 9,506 | | | 1,054 | | | — | | | 82,611 |
Special mention | | | — | | | 15,131 | | | — | | | — | | | — | | | — | | | — | | | 15,131 |
Substandard | | | — |
| | — |
| | — |
| | — |
| | — |
| | — | | | — |
| | — |
Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Subtotal | | | 14,284 | | | 54,160 | | | 18,594 | | | 144 | | | 9,506 | | | 1,054 | | | — | | | 97,742 |
Commercial real estate | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 151,721 | | | 277,347 | | | 140,323 | | | 158,590 | | | 108,798 | | | 164,538 | | | 16,765 | | | 1,018,082 |
Special mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Substandard | | | — |
| | 97 |
| | 886 |
| | — |
| | 4,157 |
| | 1,792 | | | — |
| | 6,932 |
Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Subtotal | | | 151,721 | | | 277,444 | | | 141,209 | | | 158,590 | | | 112,955 | | | 166,330 | | | 16,765 | | | 1,025,014 |
Residential real estate first mortgage | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 58,972 | | | 203,782 | | | 222,783 | | | 109,029 | | | 33,356 | | | 89,480 | | | 284 | | | 717,686 |
Special mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Substandard | | | — | | | — | | | — | | | — | | | — | | | 107 | | | — | | | 107 |
Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Subtotal | | | 58,972 | | | 203,782 | | | 222,783 | | | 109,029 | | | 33,356 | | | 89,587 | | | 284 | | | 717,793 |
Residential real estate junior lien | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 17,021 | | | 16,755 | | | 6,452 | | | 4,908 | | | 1,779 | | | 6,299 | | | 97,541 | | | 150,755 |
Special mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Substandard | | | — | | | — | | | — | | | — | | | — | | | 331 | | | 1,591 | | | 1,922 |
Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Subtotal | | | 17,021 | | | 16,755 | | | 6,452 | | | 4,908 | | | 1,779 | | | 6,630 | | | 99,132 | | | 152,677 |
Other revolving and installment | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 5,786 | | | 6,936 | | | 1,319 | | | 5,159 | | | 2,000 | | | 1,442 | | | 8,175 | | | 30,817 |
Special mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Substandard | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Subtotal | | | 5,786 | | | 6,936 | | | 1,319 | | | 5,159 | | | 2,000 | | | 1,442 | | | 8,175 | | | 30,817 |
Total Loans | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 351,875 | | | 651,195 | | | 464,965 | | | 345,014 | | | 193,316 | | | 313,002 | | | 231,289 | | | 2,550,656 |
Special mention | | | — | | | 15,131 | | | — | | | — | | | — | | | — | | | 273 | | | 15,404 |
Substandard | | | 117 | | | 5,149 | | | 1,263 | | | 8,064 | | | 4,261 | | | 4,444 | | | 17,072 | | | 40,370 |
Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Total loans | | $ | 351,992 | | $ | 671,475 | | $ | 466,228 | | $ | 353,078 | | $ | 197,577 | | $ | 317,446 | | $ | 248,634 | | $ | 2,606,430 |
19
The following table sets forth the risk category of loans by class of loans and credit quality indicator used on the most recent analysis performed as of December 31, 2018:2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 | |||||||||||||
|
|
|
|
| Criticized |
|
|
| |||||||
|
|
|
|
| Special |
|
|
|
|
|
|
|
|
| |
(dollars in thousands) |
| Pass |
| Mention |
| Substandard |
| Doubtful |
| Total | |||||
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
| $ | 453,707 |
| $ | 10,439 |
| $ | 20,781 |
| $ | 256 |
| $ | 485,183 |
Real estate construction |
|
| 20,396 |
|
| 284 |
|
| 994 |
|
| — |
|
| 21,674 |
Commercial real estate |
|
| 420,060 |
|
| 673 |
|
| 23,867 |
|
| — |
|
| 444,600 |
Total commercial |
| $ | 894,163 |
| $ | 11,396 |
| $ | 45,642 |
| $ | 256 |
| $ | 951,457 |
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate first mortgage |
|
| 459,086 |
|
| — |
|
| 677 |
|
| — |
|
| 459,763 |
Residential real estate junior lien |
|
| 180,344 |
|
| — |
|
| 2,172 |
|
| — |
|
| 182,516 |
Other revolving and installment |
|
| 92,345 |
|
| — |
|
| 6 |
|
| — |
|
| 92,351 |
Total consumer |
|
| 731,775 |
|
| — |
|
| 2,855 |
|
| — |
|
| 734,630 |
Total loans |
| $ | 1,625,938 |
| $ | 11,396 |
| $ | 48,497 |
| $ | 256 |
| $ | 1,686,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
|
| December 31, 2018 | ||||||||||||||||||||||||||||
|
|
|
|
| Criticized |
|
|
| ||||||||||||||||||||||
|
|
|
|
| Special |
|
|
|
|
|
|
|
|
| ||||||||||||||||
| | | | | | | | | | | | | | | | |||||||||||||||
| | December 31, 2022 | ||||||||||||||||||||||||||||
| | | | | Criticized | | | | ||||||||||||||||||||||
| | | | | Special | | | | | | | | | | ||||||||||||||||
(dollars in thousands) |
| Pass |
| Mention |
| Substandard |
| Doubtful |
| Total |
| Pass |
| Mention |
| Substandard |
| Doubtful |
| Total | ||||||||||
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Commercial and industrial |
| $ | 459,565 |
| $ | 12,055 |
| $ | 37,523 |
| $ | 1,563 |
| $ | 510,706 | | $ | 558,694 | | $ | 21,969 | | $ | 3,213 | | $ | — | | $ | 583,876 |
Real estate construction |
|
| 17,910 |
|
| — |
|
| 1,055 |
|
| — |
|
| 18,965 | |
| 97,548 | |
| — | |
| 262 | |
| — | |
| 97,810 |
Commercial real estate |
|
| 407,178 |
|
| 6,304 |
|
| 26,481 |
|
| — |
|
| 439,963 | |
| 873,270 | |
| — | |
| 8,400 | |
| — | |
| 881,670 |
Total commercial |
| $ | 884,653 |
| $ | 18,359 |
| $ | 65,059 |
| $ | 1,563 |
| $ | 969,634 | | | 1,529,512 | | | 21,969 | | | 11,875 | | | — | | | 1,563,356 |
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential real estate first mortgage |
|
| 448,124 |
|
| — |
|
| 19 |
|
| — |
|
| 448,143 | |
| 678,743 | |
| 63 | |
| 745 | |
| — | |
| 679,551 |
Residential real estate junior lien |
|
| 186,370 |
|
| — |
|
| 2,485 |
|
| — |
|
| 188,855 | |
| 149,847 | |
| — | |
| 632 | |
| — | |
| 150,479 |
Other revolving and installment |
|
| 95,218 |
|
| — |
|
| — |
|
| — |
|
| 95,218 | |
| 50,607 | |
| — | |
| 1 | |
| — | |
| 50,608 |
Total consumer |
|
| 729,712 |
|
| — |
|
| 2,504 |
|
| — |
|
| 732,216 | |
| 879,197 | |
| 63 | |
| 1,378 | |
| — | |
| 880,638 |
Total loans |
| $ | 1,614,365 |
| $ | 18,359 |
| $ | 67,563 |
| $ | 1,563 |
| $ | 1,701,850 | | $ | 2,408,709 | | $ | 22,032 | | $ | 13,253 | | $ | — | | $ | 2,443,994 |
The adequacy of the allowance for loancredit losses on loans is assessed at the end of each quarter. The allowance for credit losses is estimated using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable supportable forecasts. Historical data is evaluated in multiple components of the expected credit loss, including the reasonable and supportable forecast of each loan segment. Historical experience is used to infer probability of default and loss given the reasonable and supportable forecast period. Qualitative reserves reflect management’s overall estimate of the extent to which current expected credit losses includes a specific component related to loans that are individually evaluated for impairment and a general component related to loans that are segregated into homogeneous pools andon collectively evaluated for impairment.loans will differ from historical loss experience. The factors applied to these pools are an estimate of probable incurred losses based on management’s evaluation of historical net losses from loansanalysis takes into consideration other analytics performed within the organization, such as enterprise and concentration management, along with similar characteristics, which are adjusted by management to reflect current events, trends, and conditions. The adjustments include consideration of the following: changes in lending policies and procedures, economic conditions, nature and volume of the portfolio, experience of lending management, volume and severity of past due loans, quality of the loan review system, value of underlying collateral for collateral dependent loans, concentrations, and other external factors.
15
credit-related analytics as deemed appropriate.
The following tables present, by loan portfolio segment, a summary of the changes in the allowance for loancredit losses on loans for the three and nine months ended September 30, 20192023 and 2018:2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended September 30, 2019 | |||||||||||||
|
| Beginning |
| Provision for |
| Loan |
| Loan |
| Ending | |||||
(dollars in thousands) |
| Balance |
| Loan Losses |
| Charge-offs |
| Recoveries |
| Balance | |||||
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
| $ | 11,694 |
| $ | (962) |
| $ | (324) |
| $ | 538 |
| $ | 10,946 |
Real estate construction |
|
| 323 |
|
| 25 |
|
| — |
|
| — |
|
| 348 |
Commercial real estate |
|
| 5,765 |
|
| (4) |
|
| — |
|
| — |
|
| 5,761 |
Total commercial |
|
| 17,782 |
|
| (941) |
|
| (324) |
|
| 538 |
|
| 17,055 |
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate first mortgage |
|
| 1,155 |
|
| (139) |
|
| — |
|
| — |
|
| 1,016 |
Residential real estate junior lien |
|
| 710 |
|
| 157 |
|
| (20) |
|
| 49 |
|
| 896 |
Other revolving and installment |
|
| 380 |
|
| 1 |
|
| (31) |
|
| 28 |
|
| 378 |
Total consumer |
|
| 2,245 |
|
| 19 |
|
| (51) |
|
| 77 |
|
| 2,290 |
Unallocated |
|
| 1,219 |
|
| 2,420 |
|
| — |
|
| — |
|
| 3,639 |
Total |
| $ | 21,246 |
| $ | 1,498 |
| $ | (375) |
| $ | 615 |
| $ | 22,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
|
| Nine months ended September 30, 2019 | ||||||||||||||||||||||||||||
|
| Beginning |
| Provision for |
| Loan |
| Loan |
| Ending | ||||||||||||||||||||
| | | | | | | | | | | | | | | | |||||||||||||||
| | Three months ended September 30, 2023 | ||||||||||||||||||||||||||||
| | Beginning | | Provision for | | Loan | | Loan | | Ending | ||||||||||||||||||||
(dollars in thousands) |
| Balance |
| Loan Losses |
| Charge-offs |
| Recoveries |
| Balance |
| Balance |
| Credit Losses |
| Charge-offs |
| Recoveries |
| Balance | ||||||||||
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Commercial and industrial |
| $ | 12,127 |
| $ | 3,263 |
| $ | (5,275) |
| $ | 831 |
| $ | 10,946 | | $ | 7,813 | | $ | 442 | | $ | (134) | | $ | 456 | | $ | 8,577 |
Real estate construction |
|
| 250 |
|
| 97 |
|
| (1) |
|
| 2 |
|
| 348 | |
| 3,646 | |
| 1,063 | |
| — | |
| — | |
| 4,709 |
Commercial real estate |
|
| 6,279 |
|
| (668) |
|
| — |
|
| 150 |
|
| 5,761 | |
| 12,965 | |
| (270) | |
| — | |
| 11 | |
| 12,706 |
Total commercial |
|
| 18,656 |
|
| 2,692 |
|
| (5,276) |
|
| 983 |
|
| 17,055 | |
| 24,424 | |
| 1,235 | |
| (134) | |
| 467 | |
| 25,992 |
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential real estate first mortgage |
|
| 1,156 |
|
| (140) |
|
| — |
|
| — |
|
| 1,016 | |
| 7,901 | |
| (389) | |
| (9) | |
| 254 | |
| 7,757 |
Residential real estate junior lien |
|
| 805 |
|
| 113 |
|
| (154) |
|
| 132 |
|
| 896 | |
| 1,351 | |
| (14) | |
| — | |
| — | |
| 1,337 |
Other revolving and installment |
|
| 380 |
|
| 388 |
|
| (513) |
|
| 123 |
|
| 378 | |
| 293 | |
| (58) | |
| (8) | |
| 24 | |
| 251 |
Total consumer |
|
| 2,341 |
|
| 361 |
|
| (667) |
|
| 255 |
|
| 2,290 | |
| 9,545 | |
| (461) | |
| (17) | |
| 278 | |
| 9,345 |
Unallocated |
|
| 1,177 |
|
| 2,462 |
|
| — |
|
| — |
|
| 3,639 | |
| 1,727 | |
| (774) | |
| — | |
| — | |
| 953 |
Total |
| $ | 22,174 |
| $ | 5,515 |
| $ | (5,943) |
| $ | 1,238 |
| $ | 22,984 | | $ | 35,696 | | $ | — | | $ | (151) | | $ | 745 | | $ | 36,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended September 30, 2018 | |||||||||||||
|
| Beginning |
| Provision for |
| Loan |
| Loan |
| Ending | |||||
(dollars in thousands) |
| Balance |
| Loan Losses |
| Charge-offs |
| Recoveries |
| Balance | |||||
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
| $ | 10,024 |
| $ | 1,452 |
| $ | (424) |
| $ | 126 |
| $ | 11,178 |
Real estate construction |
|
| 395 |
|
| (109) |
|
| — |
|
| — |
|
| 286 |
Commercial real estate |
|
| 6,478 |
|
| (72) |
|
| — |
|
| 20 |
|
| 6,426 |
Total commercial |
|
| 16,897 |
|
| 1,271 |
|
| (424) |
|
| 146 |
|
| 17,890 |
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate first mortgage |
|
| 1,486 |
|
| (142) |
|
| — |
|
| — |
|
| 1,344 |
Residential real estate junior lien |
|
| 830 |
|
| 20 |
|
| (47) |
|
| 11 |
|
| 814 |
Other revolving and installment |
|
| 483 |
|
| 31 |
|
| (99) |
|
| 26 |
|
| 441 |
Total consumer |
|
| 2,799 |
|
| (91) |
|
| (146) |
|
| 37 |
|
| 2,599 |
Unallocated |
|
| 173 |
|
| 350 |
|
| — |
|
| — |
|
| 523 |
Total |
| $ | 19,869 |
| $ | 1,530 |
| $ | (570) |
| $ | 183 |
| $ | 21,012 |
1620
| | | | | | | | | | | | | | | | | | |
| | Nine months ended September 30, 2023 | ||||||||||||||||
| | Beginning | | Adoption | | Provision for | | Loan | | Loan | | Ending | ||||||
(dollars in thousands) |
| Balance |
| of ASC 326 |
| Credit Losses(1) |
| Charge-offs |
| Recoveries |
| Balance | ||||||
Commercial | | | | | | | | | | | | | | | | | | |
Commercial and industrial | | $ | 9,158 | | $ | (862) | | $ | (275) | | $ | (394) | | $ | 950 | | $ | 8,577 |
Real estate construction | | | 1,446 | | | 2,518 | | | 745 | | | — | | | — | | | 4,709 |
Commercial real estate | | | 12,688 | | | (424) | | | 408 | | | — | | | 34 | | | 12,706 |
Total commercial | | | 23,292 | | | 1,232 | | | 878 | | | (394) | | | 984 | | | 25,992 |
Consumer | | | | | | | | | | | | | | | | | | |
Residential real estate first mortgage | | | 5,769 | | | 2,080 | | | (339) | | | (9) | | | 256 | | | 7,757 |
Residential real estate junior lien | | | 1,289 | | | (67) | | | 140 | | | (77) | | | 52 | | | 1,337 |
Other revolving and installment | | | 528 | | | (104) | | | (188) | | | (36) | | | 51 | | | 251 |
Total consumer | | | 7,586 | | | 1,909 | | | (387) | | | (122) | | | 359 | | | 9,345 |
Unallocated | | | 268 | | | 716 | | | (31) | | | — | | | — | | | 953 |
Total | | $ | 31,146 | | $ | 3,857 | | $ | 460 | | $ | (516) | | $ | 1,343 | | $ | 36,290 |
| (1) | The difference in the credit loss expense reported herein compared to the Consolidated Statements of Income is associated with the credit loss expense of $44 thousand related to off-balance sheet credit exposures and $46 thousand related to investment securities held-to-maturity. |
| | | | | | | | | | | | | | | |
| | Three months ended September 30, 2022 | |||||||||||||
| | Beginning | | Provision for | | Loan | | Loan | | Ending | |||||
(dollars in thousands) |
| Balance |
| Loan Losses |
| Charge-offs |
| Recoveries |
| Balance | |||||
Commercial | | | | | | | | | | | | | | | |
Commercial and industrial | | $ | 10,333 | | $ | (845) | | $ | (672) | | $ | 105 | | $ | 8,921 |
Real estate construction | | | 878 | |
| 378 | |
| — | |
| 76 | | | 1,332 |
Commercial real estate | | | 10,834 | |
| 1,335 | |
| — | |
| 101 | | | 12,270 |
Total commercial | | | 22,045 | |
| 868 | |
| (672) | |
| 282 | | | 22,523 |
Consumer | | | | |
|
| |
|
| |
|
| | | |
Residential real estate first mortgage | | | 6,175 | |
| (584) | |
| — | |
| — | | | 5,591 |
Residential real estate junior lien | | | 1,467 | |
| (109) | |
| — | |
| 7 | | | 1,365 |
Other revolving and installment | | | 634 | |
| (75) | |
| (75) | |
| 53 | | | 537 |
Total consumer | | | 8,276 | | | (768) | | | (75) | | | 60 | | | 7,493 |
Unallocated | | | 1,052 | |
| (100) | | | — | | | — | | | 952 |
Total | | $ | 31,373 | | $ | — | | $ | (747) | | $ | 342 | | $ | 30,968 |
| | | | | | | | | | | | | | | |
| | Nine months ended September 30, 2022 | |||||||||||||
| | Beginning | | Provision for | | Loan | | Loan | | Ending | |||||
(dollars in thousands) |
| Balance |
| Loan Losses |
| Charge-offs |
| Recoveries |
| Balance | |||||
Commercial | |
|
| |
|
| |
|
| |
|
| |
|
|
Commercial and industrial | | $ | 8,925 | | $ | 1,011 | | $ | (1,336) | | $ | 321 | | $ | 8,921 |
Real estate construction | |
| 783 | |
| 473 | |
| — | |
| 76 | |
| 1,332 |
Commercial real estate | |
| 12,376 | |
| (229) | |
| — | |
| 123 | |
| 12,270 |
Total commercial | |
| 22,084 | |
| 1,255 | |
| (1,336) | |
| 520 | |
| 22,523 |
Consumer | |
| | |
|
| |
|
| |
|
| |
|
|
Residential real estate first mortgage | |
| 6,532 | |
| (941) | |
| — | |
| — | |
| 5,591 |
Residential real estate junior lien | |
| 1,295 | |
| (151) | |
| — | | | 221 | |
| 1,365 |
Other revolving and installment | |
| 481 | |
| 65 | |
| (130) | |
| 121 | |
| 537 |
Total consumer | |
| 8,308 | |
| (1,027) | |
| (130) | |
| 342 | |
| 7,493 |
Unallocated | |
| 1,180 | |
| (228) | |
| — | |
| — | |
| 952 |
Total | | $ | 31,572 | | $ | — | | $ | (1,466) | | $ | 862 | | $ | 30,968 |
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine months ended September 30, 2018 | |||||||||||||
|
| Beginning |
| Provision for |
| Loan |
| Loan |
| Ending | |||||
(dollars in thousands) |
| Balance |
| Loan Losses |
| Charge-offs |
| Recoveries |
| Balance | |||||
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
| $ | 7,589 |
| $ | 6,158 |
| $ | (3,078) |
| $ | 509 |
| $ | 11,178 |
Real estate construction |
|
| 343 |
|
| 1 |
|
| (60) |
|
| 2 |
|
| 286 |
Commercial real estate |
|
| 4,909 |
|
| 1,458 |
|
| — |
|
| 59 |
|
| 6,426 |
Total commercial |
|
| 12,841 |
|
| 7,617 |
|
| (3,138) |
|
| 570 |
|
| 17,890 |
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate first mortgage |
|
| 1,411 |
|
| (38) |
|
| (29) |
|
| — |
|
| 1,344 |
Residential real estate junior lien |
|
| 902 |
|
| (145) |
|
| (133) |
|
| 190 |
|
| 814 |
Other revolving and installment |
|
| 499 |
|
| 34 |
|
| (236) |
|
| 144 |
|
| 441 |
Total consumer |
|
| 2,812 |
|
| (149) |
|
| (398) |
|
| 334 |
|
| 2,599 |
Unallocated |
|
| 911 |
|
| (388) |
|
| — |
|
| — |
|
| 523 |
Total |
| $ | 16,564 |
| $ | 7,080 |
| $ | (3,536) |
| $ | 904 |
| $ | 21,012 |
The following table presents, by loan portfolio segment, a summary of charge-offs, by vintage, for the nine months ended September 30, 2023:
| | | | | | | | | | | | | | | | | | | | | |
| | Gross Charge-offs for nine months ended September 30, 2023 | |||||||||||||||||||
(dollars in thousands) | | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | Prior | | Total | |||||||
Commercial | | | | | | | | | | | | | | | | | | | | | |
Commercial and industrial | | $ | 39 | | $ | — | | $ | 28 | | $ | 11 | | $ | 247 | | $ | 69 | | $ | 394 |
Real estate construction | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Commercial real estate | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Total commercial | | | 39 | | | — | | | 28 | | | 11 | | | 247 | | | 69 | | | 394 |
Consumer | | | | | | | | | | | | | | | | | | | | | |
Residential real estate first mortgage | | | — | | | — | | | 9 | | | — | | | — | | | — | | | 9 |
Residential real estate junior lien | | | — | | | — | | | — | | | — | | | — | | | 77 | | | 77 |
Other revolving and installment | | | — | | | 2 | | | — | | | 27 | | | 4 | | | 3 | | | 36 |
Total consumer | | | — | | | 2 | | | 9 | | | 27 | | | 4 | | | 80 | | | 122 |
Total loans | | $ | 39 | | $ | 2 | | $ | 37 | | $ | 38 | | $ | 251 | | $ | 149 | | $ | 516 |
The following tables present the recorded investment in loansamortized cost and related allowance for loancredit losses on loans, by loan portfolio segment, disaggregated on the basis of the Company’s impairment methodology, as of September 30, 20192023 and December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 | |||||||||||||||||||
|
| Recorded Investment |
| Allowance for Loan Losses | |||||||||||||||||
|
| Individually |
| Collectively |
|
|
|
| Individually |
| Collectively |
|
|
|
|
|
| ||||
(dollars in thousands) |
| Evaluated |
| Evaluated |
| Total |
| Evaluated |
| Evaluated |
| Unallocated |
| Total | |||||||
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
| $ | 2,513 |
| $ | 482,670 |
| $ | 485,183 |
| $ | 1,429 |
| $ | 9,517 |
| $ | — |
| $ | 10,946 |
Real estate construction |
|
| — |
|
| 21,674 |
|
| 21,674 |
|
| — |
|
| 348 |
|
| — |
|
| 348 |
Commercial real estate |
|
| 1,480 |
|
| 443,120 |
|
| 444,600 |
|
| 352 |
|
| 5,409 |
|
| — |
|
| 5,761 |
Total commercial |
|
| 3,993 |
|
| 947,464 |
|
| 951,457 |
|
| 1,781 |
|
| 15,274 |
|
| — |
|
| 17,055 |
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate first mortgage |
|
| 355 |
|
| 459,408 |
|
| 459,763 |
|
| — |
|
| 1,016 |
|
| — |
|
| 1,016 |
Residential real estate junior lien |
|
| 804 |
|
| 181,712 |
|
| 182,516 |
|
| 324 |
|
| 572 |
|
| — |
|
| 896 |
Other revolving and installment |
|
| 5 |
|
| 92,346 |
|
| 92,351 |
|
| 2 |
|
| 376 |
|
| — |
|
| 378 |
Total consumer |
|
| 1,164 |
|
| 733,466 |
|
| 734,630 |
|
| 326 |
|
| 1,964 |
|
| — |
|
| 2,290 |
Total loans |
| $ | 5,157 |
| $ | 1,680,930 |
| $ | 1,686,087 |
| $ | 2,107 |
| $ | 17,238 |
| $ | 3,639 |
| $ | 22,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2018 | |||||||||||||||||||
|
| Recorded Investment |
| Allowance for Loan Losses | |||||||||||||||||
|
| Individually |
| Collectively |
|
|
|
| Individually |
| Collectively |
|
|
|
|
|
| ||||
(dollars in thousands) |
| Evaluated |
| Evaluated |
| Total |
| Evaluated |
| Evaluated |
| Unallocated |
| Total | |||||||
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
| $ | 3,945 |
| $ | 506,761 |
| $ | 510,706 |
| $ | 2,059 |
| $ | 10,068 |
| $ | — |
| $ | 12,127 |
Real estate construction |
|
| — |
|
| 18,965 |
|
| 18,965 |
|
| — |
|
| 250 |
|
| — |
|
| 250 |
Commercial real estate |
|
| 1,684 |
|
| 438,279 |
|
| 439,963 |
|
| 455 |
|
| 5,824 |
|
| — |
|
| 6,279 |
Total commercial |
|
| 5,629 |
|
| 964,005 |
|
| 969,634 |
|
| 2,514 |
|
| 16,142 |
|
| — |
|
| 18,656 |
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate first mortgage |
|
| 352 |
|
| 447,791 |
|
| 448,143 |
|
| — |
|
| 1,156 |
|
| — |
|
| 1,156 |
Residential real estate junior lien |
|
| 559 |
|
| 188,296 |
|
| 188,855 |
|
| 4 |
|
| 801 |
|
| — |
|
| 805 |
Other revolving and installment |
|
| 20 |
|
| 95,198 |
|
| 95,218 |
|
| 20 |
|
| 360 |
|
| — |
|
| 380 |
Total consumer |
|
| 931 |
|
| 731,285 |
|
| 732,216 |
|
| 24 |
|
| 2,317 |
|
| — |
|
| 2,341 |
Total loans |
| $ | 6,560 |
| $ | 1,695,290 |
| $ | 1,701,850 |
| $ | 2,538 |
| $ | 18,459 |
| $ | 1,177 |
| $ | 22,174 |
2022:
| | | | | | | | | | | | | | | | | | |
| | September 30, 2023 | ||||||||||||||||
| | Amortized Cost | | Allowance for Credit Losses on Loans | ||||||||||||||
| | Individually | | Collectively | | | | | Individually | | Collectively | | | | ||||
| | Evaluated for | | Evaluated for | | | | | Evaluated for | | Evaluated for | | | | ||||
(dollars in thousands) |
| Impairment |
| Impairment |
| Total |
| Impairment |
| Impairment |
| Total | ||||||
Commercial | | |
|
| |
|
| |
| | | | | | | | | |
Commercial and industrial | | $ | 6,559 | | $ | 575,828 | | $ | 582,387 | | $ | 1,352 | | $ | 7,225 | | $ | 8,577 |
Real estate construction | |
| 115 | |
| 97,627 | |
| 97,742 | | | — | | | 4,709 | | | 4,709 |
Commercial real estate | |
| 896 | |
| 1,024,118 | |
| 1,025,014 | | | — | | | 12,706 | | | 12,706 |
Total commercial | |
| 7,570 | |
| 1,697,573 | |
| 1,705,143 | | | 1,352 | | | 24,640 | | | 25,992 |
Consumer | |
|
| |
|
| |
|
| | | | | | | | | |
Residential real estate first mortgage | |
| 886 | |
| 716,907 | |
| 717,793 | | | — | | | 7,757 | | | 7,757 |
Residential real estate junior lien | |
| 547 | |
| 152,130 | |
| 152,677 | | | — | | | 1,337 | | | 1,337 |
Other revolving and installment | |
| 4 | |
| 30,813 | |
| 30,817 | | | — | | | 251 | | | 251 |
Total consumer | |
| 1,437 | |
| 899,850 | |
| 901,287 | | | — | | | 9,345 | | | 9,345 |
Unallocated | | | — | | | — | | | — | | | — | | | — | | | 953 |
Total loans | | $ | 9,007 | | $ | 2,597,423 | | $ | 2,606,430 | | $ | 1,352 | | $ | 33,985 | | $ | 36,290 |
| | | | | | | | | | | | | | | | | | |
| | December 31, 2022 | ||||||||||||||||
| | Recorded Investment | | Allowance for Loan Losses | ||||||||||||||
| | Individually | | Collectively | | | | | Individually | | Collectively | | | | ||||
(dollars in thousands) |
| Evaluated |
| Evaluated |
| Total |
| Evaluated |
| Evaluated |
| Total | ||||||
Commercial | | |
|
| |
|
| |
| | | | | | | | | |
Commercial and industrial | | $ | 1,313 | | $ | 582,563 | | $ | 583,876 | | $ | 275 | | $ | 8,883 | | $ | 9,158 |
Real estate construction | |
| 262 | |
| 97,548 | |
| 97,810 | | | 97 | | | 1,349 | | | 1,446 |
Commercial real estate | |
| 1,472 | |
| 880,198 | |
| 881,670 | | | 582 | | | 12,106 | | | 12,688 |
Total commercial | |
| 3,047 | |
| 1,560,309 | |
| 1,563,356 | | | 954 | | | 22,338 | | | 23,292 |
Consumer | |
|
| |
|
| |
|
| | | | | | | | | |
Residential real estate first mortgage | |
| 535 | |
| 679,016 | |
| 679,551 | | | — | | | 5,769 | | | 5,769 |
Residential real estate junior lien | |
| 184 | | | 150,295 | |
| 150,479 | | | — | | | 1,289 | | | 1,289 |
Other revolving and installment | |
| 1 | |
| 50,607 | |
| 50,608 | | | — | | | 528 | | | 528 |
Total consumer | |
| 720 | |
| 879,918 | |
| 880,638 | | | — | | | 7,586 | | | 7,586 |
Unallocated | | | — | | | — | | | — | | | — | | | — | | | 268 |
Total loans | | $ | 3,767 | | $ | 2,440,227 | | $ | 2,443,994 | | $ | 954 | | $ | 29,924 | | $ | 31,146 |
1722
The following table presents the amortized cost basis of collateral dependent loans, by the primary collateral type, which are individually evaluated to determine expected credit losses, and the related ACL allocated to these loans, as of September 30, 2023:
| | | | | | | | | | | | | | | |
| | As of September 30, 2023 | |||||||||||||
| | Primary Type of Collateral | |||||||||||||
| | | | | | | | | | | | | | Allowance for | |
(dollars in thousands) | | Real estate | | Equipment | | Other | | Total | | Credit Losses | |||||
Commercial | | | | | | | | | | | | | | | |
Commercial and industrial | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — |
Commercial real estate | | | 572 | | | — | | | — | | | 572 | | | 572 |
Total commercial | | | 572 | | | — | | | — | | | 572 | | | 572 |
Consumer | | | | | | | | | | | | | | | |
Residential real estate first mortgage | | | 886 | | | — | | | — | | | 886 | | | 3 |
Residential real estate junior lien | | | 46 | | | — | | | — | | | 46 | | | — |
Other revolving and installment | | | — | | | — | | | 4 | | | 4 | | | 2 |
Total consumer | | | 932 | | | — | | | 4 | | | 936 | | | 5 |
Total loans | | $ | 1,504 | | $ | — | | $ | 4 | | $ | 1,508 | | $ | 577 |
Pre-ASC 326 Adoption impaired loan disclosures
The tablestable below summarizesummarizes key information on impaired loans. These impaired loans may have estimated losses which are included in the allowance for loan losses.as of December 31, 2022:
| | | | | | | | | |
| | December 31, 2022 | |||||||
| | Recorded | | Unpaid | | Related | |||
(dollars in thousands) |
| Investment |
| Principal |
| Allowance | |||
Impaired loans with a valuation allowance | | | | | | | | | |
Commercial and industrial | | $ | 675 | | $ | 711 | | $ | 275 |
Real estate construction | | | 262 | | | 440 | | | 97 |
Commercial real estate | |
| 896 | |
| 900 | |
| 582 |
Residential real estate first mortgage | | | — | | | — | | | — |
Total impaired loans with a valuation allowance | | | 1,833 | | | 2,051 | | | 954 |
Impaired loans without a valuation allowance |
| |
|
| |
|
| |
|
Commercial and industrial | | | 638 | | | 767 | | | — |
Real estate construction | | | — | | | — | | | — |
Commercial real estate | | | 576 | |
| 660 | |
| — |
Residential real estate first mortgage | | | 535 | |
| 573 | |
| — |
Residential real estate junior lien | | | 184 | |
| 218 | |
| — |
Other revolving and installment | | | 1 | |
| 1 | |
| — |
Total impaired loans without a valuation allowance | | | 1,934 | | | 2,219 | | | — |
Total impaired loans | | |
| |
|
| |
|
|
Commercial and industrial | | | 1,313 | | | 1,478 | | | 275 |
Real estate construction | | | 262 | | | 440 | | | 97 |
Commercial real estate | |
| 1,472 | |
| 1,560 | |
| 582 |
Residential real estate first mortgage | | | 535 | | | 573 | | | — |
Residential real estate junior lien | |
| 184 | |
| 218 | |
| — |
Other revolving and installment | |
| 1 | |
| 1 | |
| — |
Total impaired loans | | $ | 3,767 | | $ | 4,270 | | $ | 954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 |
| December 31, 2018 | ||||||||||||||
|
| Recorded |
| Unpaid |
| Related |
| Recorded |
| Unpaid |
| Related | ||||||
(dollars in thousands) |
| Investment |
| Principal |
| Allowance |
| Investment |
| Principal |
| Allowance | ||||||
Impaired loans with a valuation allowance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
| $ | 1,757 |
| $ | 1,900 |
| $ | 1,429 |
| $ | 2,660 |
| $ | 2,752 |
| $ | 2,059 |
Commercial real estate |
|
| 1,480 |
|
| 1,595 |
|
| 352 |
|
| 1,499 |
|
| 1,517 |
|
| 455 |
Residential real estate first mortgage |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
Residential real estate junior lien |
|
| 536 |
|
| 619 |
|
| 324 |
|
| 4 |
|
| 4 |
|
| 4 |
Other revolving and installment |
|
| 4 |
|
| 4 |
|
| 2 |
|
| 19 |
|
| 20 |
|
| 20 |
Total impaired loans with a valuation allowance |
|
| 3,777 |
|
| 4,118 |
|
| 2,107 |
|
| 4,182 |
|
| 4,293 |
|
| 2,538 |
Impaired loans without a valuation allowance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
|
| 756 |
|
| 1,077 |
|
| — |
|
| 1,285 |
|
| 1,422 |
|
| — |
Commercial real estate |
|
| — |
|
| — |
|
| — |
|
| 185 |
|
| 218 |
|
| — |
Residential real estate first mortgage |
|
| 355 |
|
| 367 |
|
| — |
|
| 352 |
|
| 504 |
|
| — |
Residential real estate junior lien |
|
| 268 |
|
| 290 |
|
| — |
|
| 555 |
|
| 697 |
|
| — |
Other revolving and installment |
|
| 1 |
|
| 1 |
|
| — |
|
| 1 |
|
| 2 |
|
| — |
Total impaired loans without a valuation allowance |
|
| 1,380 |
|
| 1,735 |
|
| — |
|
| 2,378 |
|
| 2,843 |
|
| — |
Total impaired loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
|
| 2,513 |
|
| 2,977 |
|
| 1,429 |
|
| 3,945 |
|
| 4,174 |
|
| 2,059 |
Commercial real estate |
|
| 1,480 |
|
| 1,595 |
|
| 352 |
|
| 1,684 |
|
| 1,735 |
|
| 455 |
Residential real estate first mortgage |
|
| 355 |
|
| 367 |
|
| — |
|
| 352 |
|
| 504 |
|
| — |
Residential real estate junior lien |
|
| 804 |
|
| 909 |
|
| 324 |
|
| 559 |
|
| 701 |
|
| 4 |
Other revolving and installment |
|
| 5 |
|
| 5 |
|
| 2 |
|
| 20 |
|
| 22 |
|
| 20 |
Total impaired loans |
| $ | 5,157 |
| $ | 5,853 |
| $ | 2,107 |
| $ | 6,560 |
| $ | 7,136 |
| $ | 2,538 |
23
The table below presents the average recorded investment in impaired loans and interest income for the three and nine months ended September 30, 2019 and 2018:2022:
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
| Three months ended September 30, | ||||||||||||||||
|
| 2019 |
| 2018 | ||||||||||||||
|
| Average |
|
|
|
| Average |
|
|
| ||||||||
|
| Recorded |
| Interest |
| Recorded |
| Interest | ||||||||||
| | | | | | | ||||||||||||
| | Three months ended September 30, | ||||||||||||||||
| | 2022 | ||||||||||||||||
| | Average | | | | |||||||||||||
| | Recorded | | Interest | ||||||||||||||
(dollars in thousands) |
| Investment |
| Income |
| Investment |
| Income |
| Investment |
| Income | ||||||
Impaired loans with a valuation allowance |
|
|
|
|
|
|
|
|
|
|
|
| | | | | | |
Commercial and industrial |
| $ | 1,964 |
| $ | 4 |
| $ | 1,961 |
| $ | 9 | | $ | 722 | | $ | 3 |
Commercial real estate |
|
| 1,623 |
|
| 2 |
|
| 1,767 |
|
| 2 | | | — | | | — |
Residential real estate first mortgage |
|
| — |
|
| — |
|
| — |
|
| — | | | — | | | — |
Residential real estate junior lien |
|
| 619 |
|
| 1 |
|
| 63 |
|
| 1 | | | — | | | — |
Other revolving and installment |
|
| 5 |
|
| — |
|
| 39 |
|
| — | | | — | | | — |
Total impaired loans with a valuation allowance |
|
| 4,211 |
|
| 7 |
|
| 3,830 |
|
| 12 | | | 722 | | | 3 |
Impaired loans without a valuation allowance |
|
|
|
|
|
|
|
|
|
|
|
|
| | | | | |
Commercial and industrial |
|
| 1,206 |
|
| 7 |
|
| 1,073 |
|
| — | | | 1,371 | | | 7 |
Commercial real estate |
|
| — |
|
| — |
|
| 842 |
|
| — | | | 801 | | | 2 |
Residential real estate first mortgage |
|
| 183 |
|
| — |
|
| 525 |
|
| — | | | 2,032 | | | — |
Residential real estate junior lien |
|
| 297 |
|
| — |
|
| 394 |
|
| — | | | 189 | | | — |
Other revolving and installment |
|
| 2 |
|
| — |
|
| 3 |
|
| — | | | 8 | | | — |
Total impaired loans without a valuation allowance |
|
| 1,688 |
|
| 7 |
|
| 2,837 |
|
| — | | | 4,401 | | | 9 |
Total impaired loans |
|
|
|
|
|
|
|
|
|
|
|
| | | | | | |
Commercial and industrial |
|
| 3,170 |
|
| 11 |
|
| 3,034 |
|
| 9 | | | 2,093 | | | 10 |
Commercial real estate |
|
| 1,623 |
|
| 2 |
|
| 2,609 |
|
| 2 | | | 801 | | | 2 |
Residential real estate first mortgage |
|
| 183 |
|
| — |
|
| 525 |
|
| — | | | 2,032 | | | — |
Residential real estate junior lien |
|
| 916 |
|
| 1 |
|
| 457 |
|
| 1 | | | 189 | | | — |
Other revolving and installment |
|
| 7 |
|
| — |
|
| 42 |
|
| — | | | 8 | | | — |
Total impaired loans |
| $ | 5,899 |
| $ | 14 |
| $ | 6,667 |
| $ | 12 | | $ | 5,123 | | $ | 12 |
| | | | | | |
| | Nine Months Ended September 30, | ||||
| | 2022 | ||||
| | Average | | | | |
| | Recorded | | Interest | ||
(dollars in thousands) |
| Investment |
| Income | ||
Impaired loans with a valuation allowance | |
|
| |
|
|
Commercial and industrial | | $ | 833 | | $ | 8 |
Commercial real estate | |
| — | |
| — |
Residential real estate first mortgage | | | — | | | — |
Residential real estate junior lien | |
| — | |
| — |
Other revolving and installment | |
| — | |
| — |
Total impaired loans with a valuation allowance | | | 833 | | | 8 |
Impaired loans without a valuation allowance | | |
|
| |
|
Commercial and industrial | | | 1,291 | | | 21 |
Commercial real estate | |
| 805 | |
| 5 |
Residential real estate first mortgage | |
| 2,108 | |
| — |
Residential real estate junior lien | |
| 193 | | | — |
Other revolving and installment | |
| 11 | |
| — |
Total impaired loans without a valuation allowance | | | 4,408 | | | 26 |
Total impaired loans | |
|
| |
|
|
Commercial and industrial | | | 2,124 | | | 29 |
Commercial real estate | |
| 805 | |
| 5 |
Residential real estate first mortgage | |
| 2,108 | |
| — |
Residential real estate junior lien | |
| 193 | |
| — |
Other revolving and installment | |
| 11 | |
| — |
Total impaired loans | | $ | 5,241 | | $ | 34 |
1824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine Months Ended September 30, | ||||||||||
|
| 2019 |
| 2018 | ||||||||
|
| Average |
|
|
|
| Average |
|
|
| ||
|
| Recorded |
| Interest |
| Recorded |
| Interest | ||||
(dollars in thousands) |
| Investment |
| Income |
| Investment |
| Income | ||||
Impaired loans with a valuation allowance |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
| $ | 2,473 |
| $ | 12 |
| $ | 2,026 |
| $ | 27 |
Commercial real estate |
|
| 1,668 |
|
| 6 |
|
| 1,793 |
|
| 7 |
Residential real estate first mortgage |
|
| — |
|
| — |
|
| — |
|
| — |
Residential real estate junior lien |
|
| 621 |
|
| 3 |
|
| 63 |
|
| 2 |
Other revolving and installment |
|
| 5 |
|
| — |
|
| 43 |
|
| — |
Total impaired loans with a valuation allowance |
|
| 4,767 |
|
| 21 |
|
| 3,925 |
|
| 36 |
Impaired loans without a valuation allowance |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
|
| 2,979 |
|
| 23 |
|
| 1,130 |
|
| — |
Commercial real estate |
|
| — |
|
| — |
|
| 747 |
|
| — |
Residential real estate first mortgage |
|
| 92 |
|
| — |
|
| 539 |
|
| — |
Residential real estate junior lien |
|
| 302 |
|
| — |
|
| 403 |
|
| 1 |
Other revolving and installment |
|
| 4 |
|
| — |
|
| 3 |
|
| — |
Total impaired loans without a valuation allowance |
|
| 3,377 |
|
| 23 |
|
| 2,822 |
|
| 1 |
Total impaired loans |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
|
| 5,452 |
|
| 35 |
|
| 3,156 |
|
| 27 |
Commercial real estate |
|
| 1,668 |
|
| 6 |
|
| 2,540 |
|
| 7 |
Residential real estate first mortgage |
|
| 92 |
|
| — |
|
| 539 |
|
| — |
Residential real estate junior lien |
|
| 923 |
|
| 3 |
|
| 466 |
|
| 3 |
Other revolving and installment |
|
| 9 |
|
| — |
|
| 46 |
|
| — |
Total impaired loans |
| $ | 8,144 |
| $ | 44 |
| $ | 6,747 |
| $ | 37 |
Loans with a carrying value of $1.1 billion as of September 30, 2019 and December 31, 2018, were pledged to secure public deposits, and for other purposes required or permitted by law.
Under certain circumstances, the Company will provide borrowers relief through loan restructurings. A restructuring of debt constitutes a troubled debt restructuring (“TDR”) if the Company, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower that it would not otherwise consider. TDR concessions can include reduction of interest rates, extension of maturity dates, forgiveness of principal or interest due, or acceptance of other assets in full or partial satisfaction of the debt.
During the first quarter of 2019 there was one loan that was modified as a troubled debt restructuring as a result of extending the amortization period. As of September 30, 2019, the carrying value of the restructured loan was $0.2 million. The loan is currently performing according to the modified terms and there was no specific reserve for the loan losses allocated to the loan modified as troubled debt restructuring. During the first quarter of 2018, there was one loan modified as a troubled debt restructuring as a result of adjusting the interest rate below current market levels. The balance at the time of restructuring was $1.0 million. As of December 31, 2018, the carrying value of the restructured loan was $0.2 million. The loan is currently performing according to the modified terms and there was no specific reserve for loan losses allocated to the loan modified as troubled debt restructuring.
The Company does not have material commitments to lend additional funds to borrowers with loans whose terms have been modified in troubled debt restructurings or whose loans are on nonaccrual.
19
NOTE 5 Goodwill and Other Intangible Assets
As of September 30, 2019 and December 31, 2018, goodwill totaled $27.3 million.
The following table summarizes the carrying amount of goodwill, by segment, as of September 30, 20192023 and December 31, 2018:2022:
|
|
|
|
(dollars in thousands) |
| Goodwill | |
Banking |
| $ | 20,131 |
Retirement and benefit services |
|
| 7,198 |
Total goodwill |
| $ | 27,329 |
| | | | | | |
| | September 30, | | December 31, | ||
(dollars in thousands) |
| 2023 |
| 2022 | ||
Banking | | $ | 35,260 | | $ | 35,260 |
Retirement and benefit services | | | 11,523 | | | 11,827 |
Total goodwill | | $ | 46,783 | | $ | 47,087 |
Goodwill is evaluated for impairment on an annual basis, at a minimum, and more frequently when the economic environment warrants. The Company determined that there was no goodwill impairment as of September 30, 2023.
The gross carrying amount and accumulated amortization for each type of identifiable intangible asset, areas of September 30, 2023 and December 31, 2022, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 |
| December 31, 2018 | ||||||||||||||
(dollars in thousands) |
| Gross Carrying Amount |
| Accumulated Amortization |
| Total |
| Gross Carrying Amount |
| Accumulated Amortization |
| Total | ||||||
Identifiable customer intangibles |
| $ | 55,744 |
| $ | (37,374) |
| $ | 18,370 |
| $ | 55,744 |
| $ | (34,972) |
| $ | 20,772 |
Core deposit intangible assets |
|
| 7,216 |
|
| (6,204) |
|
| 1,012 |
|
| 7,216 |
|
| (5,515) |
|
| 1,701 |
Total intangible assets |
| $ | 62,960 |
| $ | (43,578) |
| $ | 19,382 |
| $ | 62,960 |
| $ | (40,487) |
| $ | 22,473 |
| | | | | | | | | | | | | | | | | | |
| | September 30, 2023 | | December 31, 2022 | ||||||||||||||
(dollars in thousands) |
| Gross Carrying Amount |
| Accumulated Amortization |
| Total |
| Gross Carrying Amount |
| Accumulated Amortization |
| Total | ||||||
Identifiable customer intangibles | | $ | 41,423 | | $ | (28,951) | | $ | 12,472 | | $ | 41,423 | | $ | (25,927) | | $ | 15,496 |
Core deposit intangible assets | | | 7,592 | | | (1,582) | | | 6,010 | | | 7,592 | | | (633) | | | 6,959 |
Total intangible assets | | $ | 49,015 | | $ | (30,533) | | $ | 18,482 | | $ | 49,015 | | $ | (26,560) | | $ | 22,455 |
Amortization of intangible assets was $1.0$1.3 million for both the three months ended September 30, 2023 and 2022. Amortization of intangible assets was $4.0 million and $3.1$3.4 million for the three and nine months ended September 30, 2019, respectively,2023 and $1.2 million and $3.6 million for the comparable periods in 2018,2022, respectively.
NOTE 6 Loan Servicing
Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of loans serviced for others totaled $560.9$373.8 million and $591.6$357.2 million as of September 30, 20192023 and December 31, 2018,2022, respectively. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors and collection and foreclosure processing. Loan servicing income is recorded on an accrual basis and includes servicing fees from investors and certain charges collected from borrowers, such as late payment fees, and is net of fair value adjustments to capitalized mortgage servicing rights.
The following table summarizes the Company’s activity related to servicing rights for the three and nine months ended September 30, 20192023 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended |
| Nine months ended | ||||||||
|
| September 30, |
| September 30, | ||||||||
(dollars in thousands) |
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||
Balance, beginning of period |
| $ | 4,300 |
| $ | 4,676 |
| $ | 4,623 |
| $ | 4,686 |
Additions |
|
| 179 |
|
| 152 |
|
| 279 |
|
| 431 |
Amortization |
|
| (287) |
|
| (165) |
|
| (690) |
|
| (512) |
(Impairment)/Recovery |
|
| (46) |
|
| 8 |
|
| (66) |
|
| 66 |
Balance, end of period |
| $ | 4,146 |
| $ | 4,671 |
| $ | 4,146 |
| $ | 4,671 |
2022:
| | | | | | | | | | | | |
|
| Three months ended |
| Nine months ended | ||||||||
| | September 30, | | September 30, | ||||||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||
Balance, beginning of period | | $ | 2,351 | | $ | 2,064 | | $ | 2,643 | | $ | 1,880 |
Additions | | | — | | | 604 | |
| 23 | |
| 622 |
Amortization | | | (140) | | | (110) | |
| (458) | |
| (367) |
Fair value adjustments | | | 3 | | | 222 | |
| 6 | |
| 645 |
Balance, end of period | | $ | 2,214 | | $ | 2,780 | | $ | 2,214 | | $ | 2,780 |
2025
The following is a summary of key data and assumptions used in the valuation of servicing rights as of September 30, 20192023 and December 31, 2018.2022. Increases or decreases in any one of these assumptions would result in lower or higher fair value measurements.
|
|
|
|
|
|
|
|
|
| September 30, |
| December 31, |
| ||
(dollars in thousands) |
| 2019 |
| 2018 |
| ||
Fair value of servicing rights |
| $ | 4,146 |
| $ | 4,623 |
|
Weighted-average remaining term, years |
|
| 20.5 |
|
| 20.8 |
|
Prepayment speeds |
|
| 11.6 | % |
| 7.8 | % |
Discount rate |
|
| 9.5 | % |
| 10.5 | % |
| | | | | | | |
|
| September 30, |
| December 31, |
| ||
(dollars in thousands) | | 2023 | | 2022 | | ||
Fair value of servicing rights | | $ | 2,214 | | $ | 2,643 | |
Weighted-average remaining term, years | |
| 18.8 | |
| 20.5 | |
Prepayment speeds | |
| 5.9 | % |
| 6.9 | % |
Discount rate | |
| 11.1 | % |
| 10.5 | % |
NOTE 7 Leases
Substantially all of the leases in which the Company is the lessee are comprised of real estate property for branches,offices and office equipment rentals with terms extending through 2032.2037. Portions of certain properties are subleased for terms extending through 2024. Substantially all of the Company’s leases are classified as operating leases, and therefore, were previously not recognized on the Company’s consolidated financial statements. With the adoption of Topic 842, operating lease agreements are required to be recognized on the consolidated financial statements as a right‑of‑use (“ROU”) asset and a corresponding lease liability.leases. The Company has oneno existing finance lease (previously referred to as a capital lease) for a portion of the Company’s headquarters building with a lease term through 2022. As this lease was previously required to be recorded on the Company’s consolidated financial statements, Topic 842 did not materially impact the accounting for this lease.leases.
The Company elected not to include short‑termshort-term leases (i.e., leases with initial terms of twelve months or less), or equipment leases (deemed immaterial) on the consolidated financial statements. The following table presents the classification of the Company’s right-of-use, or ROU, assets and lease liabilities on the consolidated financial statements.statements as of September 30, 2023 and December 31, 2022:
|
|
|
|
|
|
|
|
|
| September 30, | |
(dollars in thousands) |
|
|
| 2019 | |
Lease Right-of-Use Assets |
| Classification |
|
|
|
Operating lease right-of-use assets |
| Operating lease right-of-use assets |
| $ | 8,877 |
Finance lease right-of-use assets |
| Land, premises and equipment, net |
|
| 347 |
Total lease right-of-use assets |
|
|
| $ | 9,224 |
Lease Liabilities |
|
|
|
|
|
Operating lease liabilities |
| Operating lease liabilities |
| $ | 9,401 |
Finance lease liabilities |
| Long-term debt |
|
| 690 |
Total lease liabilities |
|
|
| $ | 10,091 |
| | | | | | | | |
|
|
|
| September 30, |
| December 31, | ||
(dollars in thousands) |
| |
| 2023 |
| 2022 | ||
Lease Right-of-Use Assets | | Classification | | | | | | |
Operating lease right-of-use assets |
| Operating lease right-of-use assets | | $ | 5,986 | | $ | 5,419 |
Lease Liabilities |
|
| |
| | |
|
|
Operating lease liabilities |
| Operating lease liabilities | | $ | 6,286 | | $ | 5,902 |
The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, theThe Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to January 1, 2019, the rateterm for the remaining lease term as of January 1, 2019 was used.discount rate. For the Company’s only finance lease, the Company utilized its incremental borrowing rate at lease inception.
| | | | | |
| | September 30, | | December 31, |
|
|
| 2023 |
| 2022 | |
Weighted-average remaining lease term, years | | | | | |
Operating leases |
| 7.2 | | 5.0 | |
Weighted-average discount rate |
| | |
| |
Operating leases |
| 3.9 | % | 3.1 | % |
21
| |||
| |||
| |||
|
| ||
|
| ||
| |||
|
|
| |
|
|
| |
As the Company elected, for all classes of underlying assets, not to separate lease and non‑leasenon-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities. Variable lease cost also includes payments for usage or maintenance of those capitalized equipment operating leases.
26
The following table presents lease costs and other lease information for the three and nine months endingended September 30, 2019.2023 and 2022:
|
|
|
|
|
|
|
|
| Three months ended |
| Nine months ended | ||
(dollars in thousands) |
| September 30, 2019 |
| September 30, 2019 | ||
Lease costs |
|
|
|
|
|
|
Operating lease cost |
| $ | 602 |
| $ | 1,772 |
Variable lease cost |
|
| 222 |
|
| 633 |
Short-term lease cost |
|
| 122 |
|
| 416 |
Finance lease cost |
|
|
|
|
|
|
Interest on lease liabilities |
|
| 14 |
|
| 45 |
Amortization of right-of-use assets |
|
| 29 |
|
| 87 |
Sublease income |
|
| (65) |
|
| (202) |
Net lease cost |
| $ | 924 |
| $ | 2,751 |
Other information |
|
|
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases |
|
| 600 |
|
| 1,774 |
Right-of-use assets obtained in exchange for new operating lease liabilities |
|
| — |
|
| — |
Right-of-use assets obtained in exchange for new finance lease liabilities |
|
| — |
|
| — |
| | | | | | | | | | | | |
|
| Three months ended |
| Nine months ended | ||||||||
| | September 30, | | September 30, | ||||||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2023 | | 2022 | ||||
Lease costs |
| | | | | |
| | | | |
|
Operating lease cost | | $ | 503 | | $ | 425 | | $ | 1,438 | | $ | 1,250 |
Variable lease cost | | | 219 | | | 187 | |
| 918 | |
| 550 |
Short-term lease cost | | | 46 | | | 188 | |
| 128 | |
| 276 |
Finance lease cost | | | | | | | |
|
| |
|
|
Interest on lease liabilities | | | — | | | 2 | |
| — | |
| 7 |
Amortization of right-of-use assets | | | — | | | 29 | |
| — | |
| 87 |
Sublease income | | | (50) | | | (63) | |
| (169) | |
| (179) |
Net lease cost | | $ | 718 | | $ | 768 | | $ | 2,315 | | $ | 1,991 |
Other information | | | | | | | | | | |
|
|
Cash paid for amounts included in the measurement of lease liabilities operating cash flows from operating leases | | $ | 499 | | $ | 400 | | $ | 1,275 | | $ | 1,184 |
Right-of-use assets obtained in exchange for new operating lease liabilities | | | (1,240) | | | 1,065 | | | 1,938 | | | 1,452 |
Future minimum payments for finance and operating leases with initial or remaining terms of one year or more as of September 30, 20192023 were as follows:
|
|
|
|
|
|
|
|
| September 30, 2019 | ||||
|
| Finance |
| Operating | ||
(dollars in thousands) |
| Leases |
| Leases | ||
2020 |
| $ | 251 |
| $ | 2,291 |
2021 |
|
| 251 |
|
| 1,676 |
2022 |
|
| 251 |
|
| 1,579 |
2023 |
|
| 20 |
|
| 1,506 |
2024 |
|
| — |
|
| 1,061 |
Thereafter |
|
| — |
|
| 2,460 |
Total future minimum lease payments |
| $ | 773 |
| $ | 10,573 |
Amounts representing interest |
|
| (83) |
|
| (1,172) |
Total operating lease liabilities |
| $ | 690 |
| $ | 9,401 |
| | | |
| | Operating | |
(dollars in thousands) |
| Leases | |
Twelve months ended | | | |
September 30, 2024 | | $ | 1,667 |
September 30, 2025 | |
| 1,278 |
September 30, 2026 | |
| 1,064 |
September 30, 2027 | |
| 516 |
September 30, 2028 | |
| 311 |
Thereafter | |
| 1,830 |
Total future minimum lease payments | | $ | 6,666 |
Amounts representing interest | |
| (380) |
Total operating lease liabilities | | $ | 6,286 |
22
NOTE 8 Deposits
The components of deposits in the consolidated balance sheets as of September 30, 20192023 and December 31, 20182022 were as follows:
|
|
|
|
|
|
|
|
| September 30, |
| December 31, | ||
(dollars in thousands) |
| 2019 |
| 2018 | ||
Noninterest-bearing demand |
| $ | 537,951 |
| $ | 550,640 |
Interest-bearing |
|
|
|
|
|
|
Interest-bearing demand |
|
| 424,249 |
|
| 401,078 |
Savings accounts |
|
| 55,513 |
|
| 53,971 |
Money market savings |
|
| 622,647 |
|
| 598,820 |
Time deposits |
|
| 192,753 |
|
| 170,587 |
Total interest-bearing |
|
| 1,295,162 |
|
| 1,224,456 |
Total deposits |
| $ | 1,833,113 |
| $ | 1,775,096 |
| | | | | | |
| | September 30, | | December 31, | ||
(dollars in thousands) |
| 2023 |
| 2022 | ||
Noninterest-bearing | | $ | 717,990 | | $ | 860,987 |
Interest-bearing | |
|
| |
|
|
Interest-bearing demand | |
| 759,812 | |
| 706,275 |
Savings accounts | |
| 88,341 | |
| 99,882 |
Money market savings | |
| 959,106 | |
| 1,035,981 |
Time deposits | |
| 346,935 | |
| 212,359 |
Total interest-bearing | |
| 2,154,194 | |
| 2,054,497 |
Total deposits | | $ | 2,872,184 | | $ | 2,915,484 |
Certificates of deposit in excess of $250,000 totaled $98.7 million and $51.1 million at September 30, 2023 and December 31, 2022, respectively.
27
NOTE 9 Short‑TermShort-Term Borrowings
There were no short‑termShort-term borrowings outstanding as ofat September 30, 2019. Short-term borrowing as of2023 and December 31, 2018, were $93.5 million and2022 consisted of Fed funds purchased.the following:
| | | | | | |
| | September 30, | | December 31, | ||
(dollars in thousands) |
| 2023 |
| 2022 | ||
Fed funds purchased | | $ | 315,470 | | $ | 153,080 |
FHLB short-term advances | |
| 200,000 | |
| 225,000 |
Total | | $ | 515,470 | | $ | 378,080 |
The following table presents information related to short-term borrowings for the three and nine months endingended September 30, 20192023 and September 30, 2018:2022:
|
|
|
|
|
|
|
|
|
| Three months ended |
| ||||
|
| September 30, |
| ||||
(dollars in thousands) |
| 2019 |
| 2018 |
| ||
Fed funds purchased |
|
|
|
|
|
|
|
Balance as of end of period |
| $ | — |
| $ | 73,930 |
|
Average daily balance |
|
| 61,386 |
|
| 103,171 |
|
Maximum month-end balance |
|
| 124,250 |
|
| 94,410 |
|
Weighted-average rate |
|
|
|
|
|
|
|
During period |
|
| 2.40 | % |
| 2.21 | % |
End of period |
|
| 2.30 | % |
| 2.30 | % |
FHLB Short-term advances |
|
|
|
|
|
|
|
Balance as of end of period |
| $ | — |
| $ | — |
|
Average daily balance |
|
| 25,815 |
|
| — |
|
Maximum month-end balance |
|
| — |
|
| — |
|
Weighted-average rate |
|
|
|
|
|
|
|
During period |
|
| 2.58 | % |
| — | % |
End of period |
|
| — | % |
| — | % |
| | | | | | | |
| | Three months ended | | ||||
| | September 30, | | ||||
(dollars in thousands) |
| 2023 |
| 2022 | | ||
Fed funds purchased |
| | | | | | |
Balance as of end of period | | $ | 315,470 | | $ | 53,830 | |
Average daily balance | | | 312,121 | | | 84,149 | |
Maximum month-end balance | | | 315,470 | | | 78,015 | |
Weighted-average rate | | | | | | | |
During period | | | 5.50 | % | | 3.71 | % |
End of period | | | 5.53 | % | | 3.25 | % |
FHLB short-term advances | | | | | | | |
Balance as of end of period | | $ | 200,000 | | $ | 200,000 | |
Average daily balance | | | 173,913 | | | 168,750 | |
Maximum month-end balance | | | 200,000 | | | 200,000 | |
Weighted-average rate | | | | | | | |
During period | | | 5.46 | % | | 1.71 | % |
End of period | | | 5.50 | % | | 3.20 | % |
| | | | | | | |
| | Nine months ended | | ||||
| | September 30, | | ||||
(dollars in thousands) |
| 2023 |
| 2022 | | ||
Fed funds purchased |
| | | | | | |
Balance as of end of period | | $ | 315,470 | | $ | 53,830 | |
Average daily balance | | | 320,861 | | | 55,527 | |
Maximum month-end balance | | | 492,060 | | | 117,350 | |
Weighted-average rate | | | | | | | |
During period | | | 5.23 | % | | 2.47 | % |
End of period | | | 5.53 | % | | 3.25 | % |
FHLB short-term advances | | | | | | | |
Balance as of end of period | | $ | 200,000 | | $ | 200,000 | |
Average daily balance | | | 84,982 | | | 60,073 | |
Maximum month-end balance | | | 225,000 | | | 200,000 | |
Weighted-average rate | | | | | | | |
During period | | | 5.22 | % | | 1.71 | % |
End of period | | | 5.50 | % | | 3.20 | % |
2328
|
|
|
|
|
|
|
|
|
| Nine months ended |
| ||||
|
| September 30, |
| ||||
(dollars in thousands) |
| 2019 |
| 2018 |
| ||
Fed funds purchased |
|
|
|
|
|
|
|
Balance as of end of period |
| $ | — |
| $ | 73,930 |
|
Average daily balance |
|
| 82,504 |
|
| 87,391 |
|
Maximum month-end balance |
|
| 139,605 |
|
| 112,260 |
|
Weighted-average rate |
|
|
|
|
|
|
|
During period |
|
| 2.54 | % |
| 0.36 | % |
End of period |
|
| 2.30 | % |
| 2.30 | % |
FHLB Short-term advances |
|
|
|
|
|
|
|
Balance as of end of period |
| $ | — |
| $ | — |
|
Average daily balance |
|
| 12,985 |
|
| 110 |
|
Maximum month-end balance |
|
| 135,000 |
|
| — |
|
Weighted-average rate |
|
|
|
|
|
|
|
During period |
|
| 2.44 | % |
| 2.43 | % |
End of period |
|
| — | % |
| — | % |
NOTE 10 Long‑TermLong-Term Debt
Long‑termLong-term debt as of September 30, 20192023 and December 31, 20182022 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 | ||||||||||||
|
|
|
|
|
|
|
|
|
| Period End |
|
|
|
|
|
| Face |
| Carrying |
|
|
| Interest |
| Maturity |
|
| ||
(dollars in thousands) |
| Value |
| Value |
| Interest Rate |
| Rate |
| Date |
| Call Date | ||
Subordinated notes payable |
| $ | 50,000 |
| $ | 49,609 |
| Fixed |
| 5.75 | % | 12/30/2025 |
| 12/30/2020 |
Junior subordinated debenture (Trust I) |
|
| 4,000 |
|
| 3,390 |
| Three-month LIBOR + 3.10% |
| 5.21 | % | 6/26/2033 |
| 6/26/2008 |
Junior subordinated debenture (Trust II) |
|
| 6,000 |
|
| 5,086 |
| Three-month LIBOR + 1.80% |
| 3.92 | % | 9/15/2036 |
| 9/15/2011 |
Finance lease liability |
|
| 2,700 |
|
| 690 |
| Fixed |
| 7.81 | % | 10/31/2022 |
| N/A |
Total long-term debt |
| $ | 62,700 |
| $ | 58,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
|
| December 31, 2018 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| Period End |
|
|
|
| ||||||||||||||
|
| Face |
| Carrying |
|
|
| Interest |
| Maturity |
|
| ||||||||||||||||
| | | | | | | | | | | | | | | ||||||||||||||
| | September 30, 2023 | ||||||||||||||||||||||||||
| | | | | | | | | | Period End | | | | | ||||||||||||||
| | Face | | Carrying | | | | Interest | | Maturity | | | ||||||||||||||||
(dollars in thousands) |
| Value |
| Value |
| Interest Rate |
| Rate |
| Date |
| Call Date |
| Value |
| Value |
| Interest Rate |
| Rate |
| Date |
| Call Date | ||||
Subordinated notes payable |
| $ | 50,000 |
| $ | 49,562 |
| Fixed |
| 5.75 | % | 12/30/2025 |
| 12/30/2020 | | $ | 50,000 | | $ | 50,000 | | Fixed | | 3.50 | % | 3/30/2031 | | 3/31/2026 |
Junior subordinated debenture (Trust I) |
|
| 4,000 |
|
| 3,357 |
| Three-month LIBOR + 3.10% |
| 5.92 | % | 6/26/2033 |
| 6/26/2008 | | | 4,124 | | | 3,571 |
| Three-month CME SOFR + 0.26% + 3.10% | | 8.76 | % | 6/26/2033 |
| 6/26/2008 |
Junior subordinated debenture (Trust II) |
|
| 6,000 |
|
| 5,035 |
| Three-month LIBOR + 1.80% |
| 4.59 | % | 9/15/2036 |
| 9/15/2011 | |
| 6,186 | |
| 5,357 |
| Three-month CME SOFR + 0.26% + 1.80% | | 7.47 | % | 9/15/2036 |
| 9/15/2011 |
Obligations under capital lease |
|
| 2,700 |
|
| 870 |
| Fixed |
| 7.81 | % | 10/31/2022 |
| N/A | ||||||||||||||
Total long-term debt |
| $ | 62,700 |
| $ | 58,824 |
|
|
|
|
|
|
|
| | $ | 60,310 | | $ | 58,928 |
|
|
|
|
|
|
|
|
| | | | | | | | | | | | | | |
| | December 31, 2022 | ||||||||||||
| | | | | | | | | | Period End | | | | |
| | Face | | Carrying | | | | Interest | | Maturity | | | ||
(dollars in thousands) |
| Value |
| Value |
| Interest Rate |
| Rate |
| Date |
| Call Date | ||
Subordinated notes payable | | $ | 50,000 | | $ | 50,000 |
| Fixed |
| 3.50 | % | 3/30/2031 |
| 3/31/2026 |
Junior subordinated debenture (Trust I) | |
| 4,124 | |
| 3,537 |
| Three-month LIBOR + 3.10% | | 7.82 | % | 6/26/2033 |
| 6/26/2008 |
Junior subordinated debenture (Trust II) | |
| 6,186 | |
| 5,306 |
| Three-month LIBOR + 1.80% | | 6.57 | % | 9/15/2036 |
| 9/15/2011 |
Total long-term debt | | $ | 60,310 | | $ | 58,843 |
|
|
|
|
|
|
|
|
The Company had a $150 thousand letter of credit with the Federal Home Loan Bank as of September 30, 2019 and December 31, 2018. Bank of North Dakota letters of credit are collateralized by loans pledged to the Bank of North Dakota in the amount of $244.8 million and $260.6 million as of September 30, 2019 and December 31, 2018, respectively. There were no outstanding letters of credit with the Bank of North Dakota as of September 30, 2019 and December 31, 2018, respectively.
24
NOTE 11 Financial Instruments with Off‑BalanceOff-Balance Sheet Risk
In the normal course of business, the BankCompany has outstanding commitmentcommitments and contingent liabilities, such as commitments to extend credit and standby letters of credit, which are not included in the accompanying consolidated financial statements. The Bank’sCompany exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The BankCompany uses the same credit policies in making such commitments as it does for instruments that are included in the statements of financial condition.
AsA summary of the contractual amounts of the Company’s exposure to off-balance sheet risk as of September 30, 20192023 and December 31, 2018, the following financial instruments whose contract amount represents credit risk were approximately2022, respectively, was as follows:
|
|
|
|
|
|
|
|
| September 30, |
| December 31, | ||
(dollars in thousands) |
| 2019 |
| 2018 | ||
Commitments to extend credit |
| $ | 570,220 |
| $ | 529,890 |
Standby letters of credit |
|
| 8,023 |
|
| 8,852 |
Total |
| $ | 578,243 |
| $ | 538,742 |
| | | | | | |
| | September 30, | | December 31, | ||
(dollars in thousands) |
| 2023 |
| 2022 | ||
Commitments to extend credit | | $ | 786,233 | | $ | 806,431 |
Standby letters of credit | |
| 9,734 | |
| 13,089 |
Total | | $ | 795,967 | | $ | 819,520 |
The Company had an allowance for loan losses on unfunded commitments of $3.2 million as of December 31, 2022. Upon the adoption of the CECL accounting standard, the Company recorded an additional $1.9 million reserve for unfunded commitments. For the nine months ending September 30, 2023, the Company recorded an additional $304 thousand in provision for credit losses on unfunded commitments for a total of $5.2 million of allowance for credit losses on unfunded commitments as of September 30, 2023.
Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each client’s creditworthiness on a case by case basis. The amount of collateral obtained, if deemed necessary by the Company upon
29
extension of credit, is based on management’s credit evaluation. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income producing commercial properties.
The Company was not required to perform on any financial guarantees and did not incur any losses on its commitments during the past two years.
The Company utilizes standby letters of credit issued by either the FHLB or the Bank of North Dakota to secure public unit deposits. The Company had no letters of credit outstanding with the FHLB as of September 30, 2023 or December 31, 2022. With the Bank of North Dakota, the Company had a no letters of credit outstanding as of September 30, 2023 and December 31, 2022. Letters of credit with the Bank of North Dakota were collateralized by loans pledged to the Bank of North Dakota in the amount of $400.3 million and $215.5 million as of September 30, 2023 and December 31, 2022, respectively.
NOTE 12 Share-Based Compensation
The Company has granted equity awards pursuant to the Alerus Financial Corporation 2009 Stock Plan. The awards can be in the form of restricted stock or restricted stock units and are considered to represent an element of employee compensation. Compensation expense for the award is based on the fair value of Alerus Financial Corporation common stock at the time of grant. The value of awards that are expected to vest, are amortized into expense over the vesting periods. The ability to grant awards under this plan have expired. Compensation expense relating to awards under this plan was $1.2 million and $702 thousand for the nine months ending September 30, 2019 and September 30, 2018, respectively.
The following table presents the activity in the stock plan for the nine months ended September 30, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
| Nine months ended September 30, 2019 |
| Nine months ended September 30, 2018 | ||||||
|
|
|
| Weighted- |
|
|
| Weighted- | ||
|
|
|
| Average Grant |
|
|
| Average Grant | ||
|
| Awards |
| Date Fair Value |
| Awards |
| Date Fair Value | ||
Restricted Stock Awards |
|
|
|
|
|
|
|
|
|
|
Outstanding at beginning of period |
| 337,014 |
| $ | 18.36 |
| 336,397 |
| $ | 15.38 |
Granted |
| 70,617 |
|
| 19.87 |
| 76,031 |
|
| 22.67 |
Vested |
| (53,882) |
|
| 18.69 |
| (76,753) |
|
| 10.56 |
Forfeited or cancelled |
| (6,138) |
|
| 17.34 |
| — |
|
| — |
Outstanding at end of period |
| 347,611 |
| $ | 18.64 |
| 335,675 |
| $ | 18.13 |
25
As of September 30, 2019, there was $3.6 million of unrecognized compensation expense related to non-vested restricted stock awards granted under the plan. The expense is expected to be recognized over a weighted-average period of 3.29 years.
On May 6, 2019, the Company’s stockholders approved the Alerus Financial Corporation 2019 Equity Incentive Plan. This plan allowsgives the compensation committee the ability to grant a wide variety of equity awards, including stock options, stock appreciation rights, restricted stock, restricted stock units and cash incentive awards in such forms and amounts as it deems appropriate to accomplish the goals of the plan. Any shares subject to an award that is cancelled, forfeited, or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the plan. However, shares subject to an award shall not again be made available for issuance or delivery under the plan if such shares are (a) tendered in payment of the exercise price of a stock option, (b) delivered to, or withheld by, the Company to satisfy any tax withholding obligation, or (c) covered by a stock‑settledstock-settled stock appreciation right or other awards thatand were not issued upon the settlement of the award. Shares vest, become exercisable and contain such other terms and conditions as determined by the compensation committee and set forth in individual agreements with the participant receiving the award. The plan is authorized to issueauthorizes the issuance of up to 1,100,000.1,100,000 shares of common stock. As of September 30, 2019, no awards had been issued2023, 781,839 shares of common stock are still available for issuance under the planplan.
ForThe compensation expense relating to awards under these plans was $377 thousand and $351 thousand for the three months ended September 30, 2023 and 2022. The compensation expense relating to awards under these plans was $1.2 million and $1.4 million for the nine months ended September 30, 2019, the Company issued 13,144 shares of common stock pursuant to the Alerus Financial Corporation Stock Grant Plan for Non‑Employee Directors. Compensation expense relating to stock awards under this plan for the nine months ending September 30, 20192023 and 2018, was $251 thousand and $245 thousand2022, respectively.
NOTE 13 Noninterest Income
All of the Company’s revenue from contracts with customers, within the scope of ASC 606, is recognized in noninterest income. The material groups of noninterest income are defined as follows:
Retirement and benefit services: Retirement and benefit services income is primarily comprised of fees earned from the administration of retirement plans, record‑keeping, compliance services, payroll processing, health savings accounts, and flexible benefit plans. Fees are earned based on a combination of the market value of assets under administration and transaction based fees for services provided. Fees that are determined based on the market value of the assets under administration are generally billed monthly or quarterly in arrears and recognized monthly as the Company’s performance obligations are met. Other transaction based fees are recognized monthly as the performance obligation is satisfied.
Wealth management: Wealth management income is earned from a variety of sources including trust administration and other related fiduciary services, custody, investment management and advisory services, and brokerage. Fees are based on the market value of the assets under management and are generally billed monthly in arrears and recognized monthly as the Company’s performance obligations are met. Commissions on transactions are recognized on a trade‑date basis as the performance obligation is satisfied at the point in time in which the trade is processed. Other related services are based on a fixed fee schedule and the revenue is recognized when the services are rendered, which is when the Company has satisfied its performance obligation.
Service charges on deposit accounts: Service charges on deposit accounts primarily consist of account analysis fees, monthly maintenance fees, overdraft fees, and other deposit account related fees. Overdraft fees and certain service charges are fixed and the performance obligation is typically satisfied at the time of the related transaction. The consideration for analysis fees and monthly maintenance fees are variable as the fee can be reduced if the customer meets certain qualifying metrics. The Company’s performance obligations are satisfied at the time of the transaction or over the course of a month.
Other noninterest income: Other noninterest income components include debit card interchange fees, bank‑owned life insurance income and miscellaneous transactional fees. Income earned from these revenue streams is generally recognized concurrently with the satisfaction of the performance obligation.
26
The following table presents the Company’s noninterest incomeactivity in the stock plans for the three and nine months ended September 30, 20192023 and 2018.2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended |
| Nine months ended | ||||||||
|
| September 30, |
| September 30, | ||||||||
(dollars in thousands) |
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||
Retirement and benefits |
| $ | 15,307 |
| $ | 15,536 |
| $ | 46,142 |
| $ | 46,873 |
Wealth management |
|
| 3,896 |
|
| 3,685 |
|
| 11,385 |
|
| 10,948 |
Mortgage banking (1) |
|
| 8,135 |
|
| 5,318 |
|
| 19,739 |
|
| 13,551 |
Service charges on deposit accounts |
|
| 447 |
|
| 442 |
|
| 1,321 |
|
| 1,333 |
Net gains (losses) on investment securities (1) |
|
| 48 |
|
| 13 |
|
| 357 |
|
| 119 |
Other |
|
|
|
|
|
|
|
|
|
|
|
|
Interchange fees |
|
| 506 |
|
| 509 |
|
| 1,480 |
|
| 1,519 |
Bank-owned life insurance income (1) |
|
| 205 |
|
| 202 |
|
| 601 |
|
| 602 |
Misc. transactional fees |
|
| 312 |
|
| 272 |
|
| 881 |
|
| 784 |
Other noninterest income |
|
| 724 |
|
| 281 |
|
| 2,732 |
|
| 879 |
Total noninterest income |
| $ | 29,580 |
| $ | 26,258 |
| $ | 84,638 |
| $ | 76,608 |
| | | | | | | | | | |
| | Nine months ended September 30, | ||||||||
| | 2023 | | 2022 | ||||||
| | | | Weighted- | | | | Weighted- | ||
| | |
| Average Grant | | | | Average Grant | ||
|
| Awards |
| Date Fair Value |
| Awards |
| Date Fair Value | ||
Restricted Stock and Restricted Stock Unit Awards |
| |
| | | | |
| | |
Outstanding at beginning of period |
| 238,929 |
| $ | 23.66 | | 260,850 |
| $ | 21.04 |
Granted |
| 115,174 |
| | 20.00 | | 102,265 |
| | 25.44 |
Vested |
| (93,767) |
| | 21.34 | | (107,370) |
| | 19.19 |
Forfeited or cancelled |
| (26,840) |
| | 21.33 | | (10,624) |
| | 23.71 |
Outstanding at end of period | | 233,496 | | $ | 23.05 | | 245,121 | | $ | 23.57 |
As of September 30, 2023, there was $3.0 million of unrecognized compensation expense related to non-vested awards granted under the plans. The expense is expected to be recognized over a weighted-average period of 2.4 years.
30
|
|
NOTE 1413 Income Taxes
The components of income tax expense (benefit) for the three and nine months ended September 30, 20192023 and 2018 are2022 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended September 30, |
| |||||||||
|
| 2019 |
|
| 2018 |
| ||||||
|
|
|
|
| Percent of |
|
|
|
|
| Percent of |
|
(dollars in thousands) |
| Amount |
| Pretax Income |
|
| Amount |
| Pretax Income |
| ||
Taxes at statutory federal income tax rate |
| $ | 1,982 |
| 21.0 | % |
| $ | 1,957 |
| 21.0 | % |
Tax effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
Tax exempt income |
|
| (107) |
| (1.1) |
|
|
| (132) |
| (1.4) |
|
Other |
|
| 457 |
| 4.8 |
|
|
| 126 |
| 1.3 |
|
Applicable income taxes |
| $ | 2,332 |
| 24.7 | % |
| $ | 1,951 |
| 20.9 | % |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
|
| Nine months ended September 30, |
| |||||||||||||||||||||
|
| 2019 |
| 2018 |
| |||||||||||||||||||
|
|
|
|
| Percent of |
|
|
|
|
| Percent of |
| ||||||||||||
| | | | | | | | | | | | |||||||||||||
| | Three months ended September 30, | | |||||||||||||||||||||
| | 2023 | | | 2022 | | ||||||||||||||||||
|
| | |
| Percent of |
|
| | |
| Percent of |
| ||||||||||||
(dollars in thousands) |
| Amount |
| Pretax Income |
|
| Amount |
| Pretax Income |
| | Amount | | Pretax Income |
| | Amount | | Pretax Income |
| ||||
Taxes at statutory federal income tax rate |
| $ | 6,114 |
| 21.0 | % |
| $ | 5,268 |
| 21.0 | % | | $ | 2,424 |
| 21.0 | % | | $ | 2,637 |
| 21.0 | % |
Tax effect of: |
|
|
|
|
|
|
|
|
|
|
| | | |
| | | | |
| | | ||
Tax exempt income |
|
| (329) |
| (1.1) |
|
| (402) |
| (1.6) |
| | | (189) |
| (1.6) | % | | (133) |
| (1.1) | % | ||
Other |
|
| 1,440 |
| 4.9 |
|
| 386 |
| 1.5 |
| |||||||||||||
State income taxes, net of federal benefits | | | 499 | | 4.3 | % | | 406 | | 3.2 | % | |||||||||||||
Nondeductible items and other | | | (353) |
| (3.1) | % | | | 30 |
| 0.2 | % | ||||||||||||
Applicable income taxes |
| $ | 7,225 |
| 24.8 | % |
| $ | 5,252 |
| 20.9 | % | | $ | 2,381 | | 20.6 | % | | $ | 2,940 | | 23.3 | % |
| | | | | | | | | | | | |
| | Nine months ended September 30, | | |||||||||
| | 2023 | | | 2022 | | ||||||
|
| | |
| Percent of |
|
| | |
| Percent of |
|
(dollars in thousands) | | Amount | | Pretax Income |
| | Amount | | Pretax Income |
| ||
Taxes at statutory federal income tax rate | | $ | 7,071 |
| 21.0 | % | | $ | 7,906 |
| 21.0 | % |
Tax effect of: | |
|
|
|
| | |
|
|
|
| |
Tax exempt income | |
| (489) |
| (1.5) | % | |
| (372) |
| (1.0) | % |
State income taxes, net of federal benefits | |
| 1,445 |
| 4.3 | % | |
| 1,515 |
| 4.0 | % |
Nondeductible items and other | | | (805) | | (2.4) | % | | | (496) | | (1.3) | % |
Applicable income taxes | | $ | 7,222 |
| 21.4 | % | | $ | 8,553 |
| 22.7 | % |
It is the opinion of management that the Company has no significant uncertain tax positions that would be subject to change upon examination.
NOTE 14 Tax Credit Investments
The Company invests in qualified affordable housing projects for the purpose of community reinvestment and obtaining tax credits. The Company’s tax credit investments are limited to existing lending relationships with well-known developers and projects within the Company’s market area.
The following table presents a summary of the Company’s investments in qualified affordable housing project tax credits as of September 30, 2023 and December 31, 2022:
| | | | | | | | | | | | | | |
|
| |
| September 30, 2023 | | December 31, 2022 | ||||||||
(dollars in thousands) |
| | | Investment | | Unfunded Commitment | | Investment | | Unfunded Commitment | ||||
Investment | | Accounting Method | | | | | | | | | | | | |
Low income housing tax credit |
| Proportional amortization | | $ | 17,906 |
| $ | 12,719 |
| $ | 17,906 |
| $ | 15,559 |
Total |
| | | $ | 17,906 |
| $ | 12,719 |
| $ | 17,906 |
| $ | 15,559 |
31
The following table presents a summary of the amortization expense and tax benefit recognized for the Company’s qualified affordable housing projects for the three and nine months ended September 30, 2023 and 2022:
| | | | | | | | | | | | | |
| | Three months ended September 30, | | ||||||||||
| | 2023 | | 2022 | | ||||||||
| | Amortization | | Tax Benefit | | Amortization | | Tax Benefit | | ||||
(dollars in thousands) | | Expense (1) |
| Recognized (2) |
| Expense (1) |
| Recognized (2) |
| ||||
Low income housing tax credit | | $ | 245 |
| $ | (435) |
| $ | 109 |
| $ | (146) |
|
Total | | $ | 245 | | $ | (435) | | $ | 109 | | $ | (146) | |
| (1) | The amortization expense for low income housing tax credits were included in the income tax expense. |
| (2) | All of the tax benefits recognized were included in income tax expense. |
| | | | | | | | | | | | |
| | Nine months ended September 30, | ||||||||||
| | 2023 | | 2022 | ||||||||
| | Amortization | | Tax Benefit | | Amortization | | Tax Benefit | ||||
(dollars in thousands) | | Expense (1) | | Recognized (2) | | Expense (1) | | Recognized (2) | ||||
Low income housing tax credit | | $ | 884 |
| $ | (1,171) |
| $ | 220 |
| $ | (303) |
Total | | $ | 884 | | $ | (1,171) | | $ | 220 | | $ | (303) |
| (1) | The amortization expense for low income housing tax credits were included in income tax expense. |
| (2) | All of the tax benefits recognized were included in income tax expense. |
NOTE 15 Segment Reporting
Operating segments are components of an enterprise, which are evaluated regularly by the “chief operating decision maker” in deciding how to allocate resources and assess performance. The Company determines reportableCompany’s chief operating decision maker is the President and Chief Executive Officer of the Company. Reportable segments are determined based on the services offered, the significance of the services offered, the significance of those services to the Company’s financial statements, and management’s regular review of the operating results of those services. The Company operates through four operating segments: Banking, Retirement and Benefit Services, Wealth Management, and Mortgage.
27
The financial information presented onfor each segment sets forthincludes net interest income, provision for loancredit losses, direct noninterest income, and direct noninterest expense, before indirect allocations. Corporate Administration includes the indirect overhead and is set forth in the table below. The segment net income before taxes represents direct revenue and expense before indirect allocations and income taxes.
The following table presents key metrics related to the Company’s segments for the periods presented:
| | | | | | | | | | | | | | | | | | |
| | Three months ended September 30, 2023 | ||||||||||||||||
| | | | | Retirement and | | Wealth | | | | | Corporate | | | | |||
(dollars in thousands) |
| Banking |
| Benefit Services |
| Management |
| Mortgage |
| Administration |
| Consolidated | ||||||
Net interest income (loss) | | $ | 20,818 | | $ | — | | $ | — | | $ | 255 | | $ | (678) | | $ | 20,395 |
Provision for credit losses | |
| — | | | — | | | — | | | — | |
| — | |
| — |
Noninterest income (loss) | |
| 2,150 | |
| 18,605 | |
| 5,271 | |
| 2,510 | |
| (129) | |
| 28,407 |
Intercompany revenue (expense) | | | (9,371) | | | 4,264 | |
| 4,624 | |
| 483 | | | — | | | — |
Noninterest expense | |
| 10,728 | |
| 9,354 | |
| 2,722 | |
| 3,245 | |
| 11,211 | |
| 37,260 |
Net income (loss) before taxes | | $ | 2,869 | | $ | 13,515 | | $ | 7,173 | | $ | 3 | | $ | (12,018) | | $ | 11,542 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended September 30, 2019 | |||||||||||||||||
|
|
|
|
| Retirement and |
| Wealth |
|
|
|
| Corporate |
|
|
| |||
(dollars in thousands) |
| Banking |
| Benefit Services |
| Management |
| Mortgage |
| Administration |
| Consolidated | ||||||
Net interest income |
| $ | 19,193 |
| $ | — |
| $ | — |
| $ | 384 |
| $ | (896) |
| $ | 18,681 |
Provision for loan losses |
|
| 1,498 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 1,498 |
Noninterest income |
|
| 1,695 |
|
| 15,307 |
|
| 3,896 |
|
| 8,135 |
|
| 547 |
|
| 29,580 |
Noninterest expense |
|
| 10,800 |
|
| 8,551 |
|
| 1,835 |
|
| 7,256 |
|
| 8,885 |
|
| 37,327 |
Net income before taxes |
| $ | 8,590 |
| $ | 6,756 |
| $ | 2,061 |
| $ | 1,263 |
| $ | (9,234) |
| $ | 9,436 |
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine months ended September 30, 2019 | |||||||||||||||||
|
|
|
|
| Retirement and |
| Wealth |
|
|
|
| Corporate |
|
|
| |||
(dollars in thousands) |
| Banking |
| Benefit Services |
| Management |
| Mortgage |
| Administration |
| Consolidated | ||||||
Net interest income |
| $ | 57,987 |
| $ | — |
| $ | — |
| $ | 818 |
| $ | (2,713) |
| $ | 56,092 |
Provision for loan losses |
|
| 5,515 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 5,515 |
Noninterest income |
|
| 5,273 |
|
| 46,142 |
|
| 11,385 |
|
| 19,739 |
|
| 2,099 |
|
| 84,638 |
Noninterest expense |
|
| 30,880 |
|
| 26,142 |
|
| 5,936 |
|
| 17,184 |
|
| 25,960 |
|
| 106,102 |
Net income before taxes |
| $ | 26,865 |
| $ | 20,000 |
| $ | 5,449 |
| $ | 3,373 |
| $ | (26,574) |
| $ | 29,113 |
| | | | | | | | | | | | | | | | | | |
|
| Nine months ended September 30, 2023 | ||||||||||||||||
| | | | | Retirement and | | Wealth | | | | | Corporate | | | | |||
(dollars in thousands) |
| Banking |
| Benefit Services |
| Management |
| Mortgage |
| Administration |
| Consolidated | ||||||
Net interest income (loss) | | $ | 67,650 | | $ | — | | $ | — | | $ | 635 | | $ | (1,998) | | $ | 66,287 |
Provision for credit losses | | | 550 | | | — | | | — | | | — | | | — | | | 550 |
Noninterest income | | | 6,308 | | | 49,977 | | | 15,915 | | | 7,132 | | | 107 | | | 79,439 |
Intercompany revenue (expense) | | | (15,351) | | | 6,936 | |
| 4,200 | |
| 994 | | | 3,221 | | | — |
Noninterest expense | | | 36,231 | |
| 24,954 | |
| 6,335 | |
| 9,912 | | | 34,071 | | | 111,503 |
Net income (loss) before taxes | | $ | 21,826 | | $ | 31,959 | | $ | 13,780 | | $ | (1,151) | | $ | (32,741) | | $ | 33,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||
| Three months ended September 30, 2018 | |||||||||||||||||||||||||||||||||||
|
|
|
|
| Retirement and |
| Wealth |
|
|
|
| Corporate |
|
|
| |||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | ||||||||||||||||||
| | Three months ended September 30, 2022 | ||||||||||||||||||||||||||||||||||
| | | | | Retirement and | | Wealth | | | | | Corporate | | | | |||||||||||||||||||||
(dollars in thousands) |
| Banking |
| Benefit Services |
| Management |
| Mortgage |
| Administration |
| Consolidated |
| Banking |
| Benefit Services |
| Management |
| Mortgage |
| Administration |
| Consolidated | ||||||||||||
Net interest income |
| $ | 19,568 |
| $ | — |
| $ | 17 |
| $ | 248 |
| $ | (904) |
| $ | 18,929 | ||||||||||||||||||
Provision for loan losses |
|
| 1,521 |
|
| — |
|
| — |
|
| 9 |
|
| — |
|
| 1,530 | ||||||||||||||||||
Net interest income (loss) | | $ | 28,512 | | $ | — | | $ | — | | $ | 393 | | $ | (589) | | $ | 28,316 | ||||||||||||||||||
Provision for credit losses | | | — | | | — | | | — | | | — | | | — | | | — | ||||||||||||||||||
Noninterest income |
|
| 1,710 |
|
| 15,536 |
|
| 3,685 |
|
| 5,318 |
|
| 9 |
|
| 26,258 | | | 1,723 | | | 16,597 | | | 4,852 | | | 3,782 | | | 56 | | | 27,010 |
Intercompany revenue (expense) | | | (4,562) | | | 1,868 | |
| (170) | |
| 1,386 | | | 1,478 | | | — | ||||||||||||||||||
Noninterest expense |
|
| 10,042 |
|
| 8,948 |
|
| 1,709 |
|
| 5,319 |
|
| 8,318 |
|
| 34,336 | | | 15,428 | |
| 7,998 | |
| 1,406 | |
| 5,869 | | | 12,066 | | | 42,767 |
Net income before taxes |
| $ | 9,715 |
| $ | 6,588 |
| $ | 1,993 |
| $ | 238 |
| $ | (9,213) |
| $ | 9,321 | ||||||||||||||||||
Net income (loss) before taxes | | $ | 10,245 | | $ | 10,467 | | $ | 3,276 | | $ | (308) | | $ | (11,121) | | $ | 12,559 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||
| Nine months ended September 30, 2018 | |||||||||||||||||||||||||||||||||||
|
|
|
|
| Retirement and |
| Wealth |
|
|
|
| Corporate |
|
|
| |||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | ||||||||||||||||||
|
| Nine months ended September 30, 2022 | ||||||||||||||||||||||||||||||||||
| | | | | Retirement and | | Wealth | | | | | Corporate | | | | |||||||||||||||||||||
(dollars in thousands) |
| Banking |
| Benefit Services |
| Management |
| Mortgage |
| Administration |
| Consolidated |
| Banking |
| Benefit Services |
| Management |
| Mortgage |
| Administration |
| Consolidated | ||||||||||||
Net interest income |
| $ | 57,960 |
| $ | — |
| $ | 47 |
| $ | 653 |
| $ | (2,689) |
| $ | 55,971 | ||||||||||||||||||
Provision for loan losses |
|
| 7,071 |
|
| — |
|
| — |
|
| 9 |
|
| — |
|
| 7,080 | ||||||||||||||||||
Net interest income (loss) | | $ | 72,816 | | $ | — | | $ | — | | $ | 1,660 | | $ | (1,711) | | $ | 72,765 | ||||||||||||||||||
Provision for credit losses | |
| — | | | — | | | — | | | — | |
| — | |
| — | ||||||||||||||||||
Noninterest income |
|
| 5,159 |
|
| 46,873 |
|
| 10,948 |
|
| 13,551 |
|
| 77 |
|
| 76,608 | |
| 4,602 | | | 50,536 | | | 15,726 | | | 14,751 | |
| 91 | |
| 85,706 |
Intercompany revenue (expense) | | | (8,664) | | | 2,695 | |
| (1,028) | |
| 3,214 | | | 3,783 | | | — | ||||||||||||||||||
Noninterest expense |
|
| 29,416 |
|
| 27,338 |
|
| 5,702 |
|
| 14,273 |
|
| 23,685 |
|
| 100,414 | |
| 39,639 | |
| 23,855 | |
| 4,034 | |
| 17,926 | |
| 35,368 | |
| 120,822 |
Net income before taxes |
| $ | 26,632 |
| $ | 19,535 |
| $ | 5,293 |
| $ | (78) |
| $ | (26,297) |
| $ | 25,085 | ||||||||||||||||||
Net income (loss) before taxes | | $ | 29,115 | | $ | 29,376 | | $ | 10,664 | | $ | 1,699 | | $ | (33,205) | | $ | 37,649 | ||||||||||||||||||
Banking
The Banking division offers a complete line of loan, deposit, cash management, and treasury services through locationsfourteen offices in North Dakota, Minnesota, and Arizona. These products and services are supported through web and mobile based applications. The majority of the Company’s assets and liabilities are in the Banking segment’s balance sheet.
28
Retirement and Benefit Services
Retirement and Benefit Services provides the following services nationally: recordkeeping and administration services to qualified retirement plans; ESOP trustee, recordkeeping, and administration;administration services to other types of retirement plans; investment fiduciary services to retirement plans; health savings accounts, flex spending accounts, Cobraand COBRA recordkeeping and administration services,services. The division operates within each of the banking markets, as well as in Lansing, Michigan and payroll to employers.Littleton, Colorado.
Wealth Management
The Wealth Management division provides advisory and planning services, investment management, and trust and fiduciary services to clients across the Company’s footprint.
Mortgage
The mortgageMortgage division offers first and second mortgage loans through a centralized mortgage unit in Minneapolis, Minnesota, as well as through the Banking office locations.
33
NOTE 16 Earnings Per Share
Beginning in the third quarter of 2019, the Company has elected to prospectively use the two-class method in calculating earnings per share due to the restricted stock awards and restricted stock units qualifying as participating securities. Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared (or accumulated) and participating rights in undistributed earnings. Average shares of common stock for diluted net income per common share include shares to be issued upon the vesting of restricted stock awards and restricted stock units granted under the Company's share-based compensation plans.
The calculation of basic and diluted earnings per share using the two-class method for the three and nine months endingended September 30, 20192023 and 2022 are presented below:
| | | | | | | | | | | | | |
| | Three months ended | | Nine months ended | |||||||||
| | September 30, | | September 30, | | ||||||||
(dollars and shares in thousands, except per share data) |
| 2023 |
| 2022 |
| 2023 |
| 2022 | | ||||
Net income | | $ | 9,161 | | $ | 9,619 | | $ | 26,451 | | $ | 29,096 | |
Dividends and undistributed earnings allocated to participating securities | | | 67 | | | 90 | | | 186 | | | 312 | |
Net income available to common shareholders | | $ | 9,094 | | $ | 9,529 | | $ | 26,265 | | $ | 28,784 | |
Weighted-average common shares outstanding for basic earnings per share | | | 19,872 | | | 19,987 | | | 19,977 | |
| 18,186 | |
Dilutive effect of stock-based awards | | | 223 | |
| 243 | |
| 216 | |
| 245 | |
Weighted-average common shares outstanding for diluted earnings per share | | | 20,095 | | | 20,230 | | | 20,193 | | | 18,431 | |
Earnings per common share: | | | | | | | | | | | | | |
Basic earnings per common share | | $ | 0.46 | | $ | 0.48 | | $ | 1.31 | | $ | 1.58 | |
Diluted earnings per common share | | $ | 0.45 | | $ | 0.47 | | $ | 1.30 | | $ | 1.56 | |
NOTE 17 Derivative Instruments
The company uses a variety of derivative instruments to mitigate exposure to both market and credit risks inherent in its business activities. The Company manages these risks as part of its overall asset and liability management process and through its policies and procedures. Derivatives represent contracts between parties that usually require little or no initial net investment and result in one party delivering cash or another type of asset to the other party based on a notional amount and an underlying as specified in the contract.
Derivatives are often measured in terms of notional amount, but this amount is presented below:
|
|
|
|
|
|
|
|
| Three months ended |
| Nine months ended | ||
|
| September 30, |
| September 30, | ||
(dollars and shares in thousands, except per share data) |
| 2019 |
| 2019 | ||
Net income |
| $ | 7,104 |
| $ | 21,888 |
Dividends and undistributed earnings allocated to participating securities |
|
| 154 |
|
| 514 |
Net income available to common shareholders |
| $ | 6,950 |
| $ | 21,374 |
Weighted-average common shares outstanding for basic earnings per share |
|
| 14,274 |
|
| 13,957 |
Dilutive effect of stock-based awards |
|
| 352 |
|
| 360 |
Weighted-average common shares outstanding for diluted earnings per share |
|
| 14,626 |
|
| 14,317 |
Earnings per common share: |
|
|
|
|
|
|
Basic earnings per common share |
| $ | 0.49 |
| $ | 1.53 |
Diluted earnings per common share |
| $ | 0.48 |
| $ | 1.49 |
Forgenerally not exchanged, and it is not recorded on the threeCompany’s consolidated balance sheet. The notional amount is the basis to which the underlying is applied to determine required payments under the derivative contract. The underlying is a referenced interest rate, security price, credit spread, or other index. Residential and ninecommercial real estate loan commitments associated with loans to be sold also qualify as derivative instruments.
Derivatives Designated as Hedging Instruments
The Company uses derivative instruments to hedge its exposure to economic risks, including interest rate, liquidity and credit risk. Certain hedging relationships are formally designated and qualify for hedge accounting under GAAP. On the date the Company enters into a derivative contract designated as a hedging instrument, the derivative is designated as either a fair value hedge, cash flow hedge, or a net investment hedge. When a derivative is designated as a fair value, cash flow, or net investment hedge, the Company performs an assessment, at inception and, at a minimum, quarterly thereafter, to determine the effectiveness of the derivative in offsetting changes in the value or cash flows of the hedged item(s). As of September 30, 2023, the Company only uses fair value and cash flow hedges.
Fair value hedges: These derivatives are interest rate swaps the Company uses to hedge the change in fair value related to interest rate changes of its underlying mortgage-backed investment securities and mortgage loan pools. The interest rate swaps are carried on the Company’s Consolidated Balance Sheet at their fair value in other assets (when the fair value is positive) or in accrued expenses and other liabilities (when the fair value is negative). The changes in fair value of the interest rate swaps are recorded in interest income. The unrealized gains or losses due to changes in fair value of the interest rate swaps due to changes in benchmark interest rates are recorded as an adjustment to the hedged instruments and offset in the same interest income line items.
Cash flow hedges: These derivatives are interest rate swaps the Company uses to hedge the variability of expected future cash flows due to market interest changes. The interest rate swap is carried on the Company’s consolidated balance sheet at its fair value in other assets (when the fair value is positive) or in accrued expenses and
34
other liabilities (when the fair value is negative). Changes in fair value of derivatives designated as cash flow hedges are recorded in other comprehensive income (loss) until the cash flows of the hedged items are realized. If a derivative designated as a cash flow hedge is terminated or ceases to be highly effective, the gain or loss in other comprehensive income (loss) is amortized to earnings over the period the forecasted hedged transactions impact earnings. If a hedged forecasted transaction is no longer probable, hedge accounting is ceased and any gain or loss included in other comprehensive income (loss) is reported in earnings immediately, unless the forecasted transaction is at least reasonably possible of occurring, whereby the amounts remain within accumulated other comprehensive income (loss). There were no cash flow hedges at December 31, 2022. The Company estimates that an additional $1.0 million will be reclassified as a decrease to interest expense over the next 12 months. All cash flow hedges were highly effective for the three months ended September 30, 2018,2023. As of September 30, 2023, the basicmaximum length of time over which forecasted transactions are hedged is 15 months.
Derivatives Not Designated as Hedging Instruments
Interest rate swaps: The Company periodically enters into commercial loan interest rate swap agreements in order to provide commercial loan customers with the ability to convert from variable to fixed interest rates. These derivative contracts relate to transactions in which the Company enters into an interest rate swap with a customer, while simultaneously entering into an offsetting interest rate swap with an institutional counterparty.
Interest rate lock commitments, forward loan sales commitments and dilutedto be announced (TBA) mortgage backed securities: The Company enters into forward delivery contracts to sell mortgage loans at specific prices and dates in order to hedge the interest rate risk in its portfolio of mortgage loans held for sale and its residential mortgage interest rate lock commitments.
The following table presents the total notional amounts and gross fair values of the Company’s derivatives as of September 30, 2023 and December 31, 2022:
| | | | | | | | | | | | | | |
| | | | September 30, 2023 | | December 31, 2022 | ||||||||
| | | | Fair | | Notional | | Fair | | Notional | ||||
(dollars in thousands) |
| |
| Value |
| Amount |
| Value |
| Amount | ||||
Designated as hedging instruments: | | Consolidated Balance Sheet Location | | | | | | | | | | | | |
Fair value hedges: | | | | | | | | | | | | | | |
Interest rate swaps | | Other assets | | $ | 3,899 | | $ | 600,000 | | $ | — | | $ | — |
Cash flow hedges: | | | | | | | | | | | | | | |
Interest rate swaps | | Other assets | | | 1,011 | | | 200,000 | | | — | | | — |
Total derivatives designated as hedging instruments | | | | $ | 4,910 | | $ | 800,000 | | $ | — | | $ | — |
Not designated as hedging instruments: | | | | | | | | | | | | | | |
Asset Derivatives |
| |
| |
|
| |
|
| |
|
| |
|
Interest rate swaps |
| Other assets | | $ | 6,819 | | $ | 67,716 | | $ | 6,277 | | $ | 43,430 |
Interest rate lock commitments |
| Other assets | | | 247 | | | 23,352 | | | 121 | | | 10,462 |
Forward loan sales commitments |
| Other assets | |
| 62 | |
| 3,467 | |
| 7 | |
| 351 |
To-be-announced mortgage backed securities |
| Other assets | |
| 155 | |
| 41,250 | |
| — | |
| — |
Total asset derivatives not designated as hedging instruments |
|
| | $ | 7,283 | | $ | 135,785 | | $ | 6,405 | | $ | 54,243 |
Liability Derivatives |
|
| |
|
| |
|
| |
|
| |
|
|
Interest rate swaps |
| Accrued expenses and other liabilities | | $ | 6,820 | | $ | 67,716 | | $ | 6,277 | | $ | 43,430 |
To-be-announced mortgage backed securities |
| Accrued expenses and other liabilities | | | — | | | — | | | 26 | | | 25,750 |
Total liability derivatives not designated as hedging instruments |
|
| | $ | 6,820 | | $ | 67,716 | | $ | 6,303 | | $ | 69,180 |
35
The following table shows the effective portion of the gains (losses) recognized in other comprehensive income (loss) and the gains (losses), before tax, reclassified from other comprehensive income (loss) into earnings per share were calculated usingfor the treasury stock method,periods indicated:
| | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, | ||||||||
| | Gains (Losses) | | Gains (Losses) | | Gains (Losses) | | Gains (Losses) | ||||
| | Recognized in | | Reclassified | | Recognized in | | Reclassified | ||||
| | Other | | from Other | | Other | | from Other | ||||
| | Comprehensive | | Comprehensive | | Comprehensive | | Comprehensive | ||||
| | Income | | Income (Loss) | | Income | | Income (Loss) | ||||
(dollars in thousands) | | (Loss) | | into Earnings | | (Loss) | | into Earnings | ||||
Derivatives designated as hedging instruments |
| 2023 |
| 2023 |
| 2023 |
| 2023 | ||||
Cash flow hedges: | | | | | | | | | | | | |
Interest rate swaps | | $ | 1,216 | | $ | 205 | | $ | 1,216 | | $ | 205 |
The following table shows the effect of fair value and cash flow hedge accounting on derivatives designated as presentedhedging instruments in the Consolidated Statements of Income:
| | | | | | | | | |
| | Location and Amount of Gains (Losses) Recognized in Income | |||||||
| | Interest Income | | Interest Expense | |||||
| | Loans, | | Investment | | | |||
| | including | | securities - | | Short-term | |||
(dollars in thousands) |
| fees |
| Taxable |
| borrowings | |||
Three months ended September 30, 2023 | | | | | | | | | |
Total amounts in the Consolidated Statements of Income | | $ | 34,986 | | $ | 6,146 | | $ | 6,528 |
Fair value hedges: | | | | | | | | | |
Interest rate swaps | | | 71 | | | 606 | | | — |
Cash flow hedges: | | | | | | | | | |
Interest rate swaps | | | — | | | — | | | (205) |
Nine months ended September 30, 2023 | | | | | | | | | |
Total amounts in the Consolidated Statements of Income | | $ | 99,187 | | $ | 18,222 | | $ | 15,684 |
Fair value hedges: | | | | | | | | | |
Interest rate swaps | | | 71 | | | 1,229 | | | — |
Cash flow hedges: | | | | | | | | | |
Interest rate swaps | | | — | | | — | | | (205) |
36
The following table below. shows the notional amount, carrying amount and associated cumulative basis adjustments related to the application of hedge accounting that is included in the carrying amount of hedged assets and liabilities in fair value hedging relationships at September 30, 2023:
| | | | | | | | | |
| | September 30, 2023 | |||||||
| | | | | | | | Cumulative Fair | |
| | | | | | | | Value Hedging | |
| | | | | | | | Adjustment in the | |
| | | | Carrying Amount | | Carrying Amount of | |||
| | Notional | | of Hedged Assets/ | | Hedged Assets/ | |||
(dollars in thousands) | | Amount | | Liabilities | | Liabilities | |||
Mortgage-backed securities |
| | | | | |
| | |
Residential agency (1) | | $ | 200,000 | | $ | 196,793 | | $ | (3,207) |
Mortgage loan pools (2) | | | 400,000 | | | 399,284 | | | (716) |
Total | | $ | 600,000 | | $ | 596,077 | | $ | (3,923) |
| (1) | Includes amounts related to residential agency mortgage-backed securities currently designated as the hedged item in a fair value hedge using the portfolio layer method. At September 30, 2023, the amortized cost of the closed portfolios used in these hedging relationships was $331 million. |
| (2) | These amounts include the amortized cost basis of residential real estate loans that were used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period. At September 30, 2023, the amortized cost basis of the residential real estate loans used in these hedging relationships was $706.8 million. |
The Company determined that the impact to diluted earnings per share would be immaterial if calculated under the two-class methodgain (loss) recognized on derivatives not designated as hedging relationships for the three and nine months ended September 30, 2018.2023 and 2022 was as follows:
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(dollars in thousands) | | | | Three months ended September 30, | | Nine months ended September 30, | ||||||||
Derivatives not designated as hedging instruments |
| Consolidated Statements of Income Location |
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||
Interest rate swaps |
| Other noninterest income | | $ | 121 | | $ | 1 | | $ | 121 | | $ | 2 |
Interest rate lock commitments |
| Mortgage banking | | | (342) | | | (1,724) | | | 87 | | | (1,871) |
Forward loan sales commitments |
| Mortgage banking | | | (9) | | | (532) | | | 55 | | | (480) |
To-be-announced mortgage backed securities |
| Mortgage banking | | | 221 | | | 1,317 | |
| 350 | |
| 5,066 |
Total gain (loss) from derivatives not designated as hedging instruments |
| | | $ | (9) | | $ | (938) | | $ | 613 | | $ | 2,717 |
29
The calculation of basic and diluted earnings per share using the treasury stock method for the three and nine months ending September 30, 2018 is presented below:
|
|
|
|
|
|
|
|
| Three months ended |
| Nine months ended | ||
|
| September 30, |
| September 30, | ||
(dollars and shares in thousands, except per share data) |
| 2018 |
| 2018 | ||
Basic: |
|
|
|
|
|
|
Net income attributable to common shareholders |
| $ | 7,370 |
| $ | 19,833 |
Weighted-average common shares outstanding |
|
| 13,777 |
|
| 13,759 |
Basic earnings per common share |
| $ | 0.53 |
| $ | 1.44 |
Diluted: |
|
|
|
|
|
|
Net income attributable to common shareholders |
|
| 7,370 |
|
| 19,833 |
Weighted-average common shares outstanding |
|
| 13,777 |
|
| 13,759 |
Add: Dilutive effect of stock-based awards |
|
| 294 |
|
| 301 |
Weighted-average common shares outstanding for diluted EPS |
|
| 14,071 |
|
| 14,060 |
Diluted earnings per common share |
| $ | 0.52 |
| $ | 1.41 |
NOTE 17 Derivative Instruments
The Company did not have any derivatives designated as hedging instruments,has third party agreements that require a minimum dollar transfer amount upon a margin call. These requirements are dependent on certain specified credit measures. The amount of collateral posted with third parties was $290 thousand at September 30, 2023 and $309 thousand at December 31, 2022. The amount of collateral posted with third parties was deemed to be sufficient as of September 30, 2019 and December 31, 2018. those dates to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures.
37
The following table presents the amounts recorded inCompany’s derivative positions and the Company’s consolidated balance sheets, for derivatives not designated as hedging instruments,potential effect of netting arrangements on its financial position as of September 30, 2019 and December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 |
| December 31, 2018 | ||||||||
|
|
|
| Fair |
| Notional |
| Fair |
| Notional | ||||
(dollars in thousands) |
|
|
| Value |
| Amount |
| Value |
| Amount | ||||
Asset Derivatives |
| Consolidated Balance Sheet Location |
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate lock commitments |
| Other assets |
| $ | 2,036 |
| $ | 89,608 |
| $ | 12 |
| $ | 33,858 |
Forward loan sales commitments |
| Other assets |
|
| 447 |
|
| 17,662 |
|
| — |
|
| — |
TBA mortgage backed securities |
| Other assets |
|
| — |
|
| — |
|
| — |
|
| — |
Total asset derivatives |
|
|
| $ | 2,483 |
| $ | 107,270 |
| $ | 12 |
| $ | 33,858 |
Liability Derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate lock commitments |
| Accrued expenses and other liabilities |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
Forward loan sales commitments |
| Accrued expenses and other liabilities |
|
| — |
|
| — |
|
| 7 |
|
| 2,956 |
TBA mortgage backed securities |
| Accrued expenses and other liabilities |
|
| 104 |
|
| 148,500 |
|
| — |
|
| — |
Total liability derivatives |
|
|
| $ | 104 |
| $ | 148,500 |
| $ | 7 |
| $ | 2,956 |
the dates indicated:
The gain (loss) recognized on derivative instruments for the three and nine months ended September 30, 2019 and 2018 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gain/(loss) | ||||||||||
|
|
|
| Three months ended |
| Nine months ended | ||||||||
|
|
|
| September 30, |
| September 30, |
| September 30, |
| September 30, | ||||
(dollars in thousands) |
| Consolidated Statements of Income Location |
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||
Interest rate lock commitments |
| Mortgage banking |
| $ | (257) |
| $ | (29) |
| $ | 2,024 |
| $ | (11) |
Forward loan sales commitments |
| Mortgage banking |
|
| (199) |
|
| 46 |
|
| 454 |
|
| 24 |
TBA mortgage backed securities |
| Mortgage banking |
|
| 680 |
|
| — |
|
| (104) |
|
| — |
Total gain/(loss) from derivative instruments |
| $ | 224 |
| $ | 17 |
| $ | 2,374 |
| $ | 13 | ||
30
| | | | | | | | | | | | | | | |
| | | | | | | | | | | Gross Amount | | | | |
| | | | | | | | | | | Not Offset in the | | | | |
| | | | | | | | | | | Consolidated | | | | |
| | | | | | | | | | | Balance Sheets | | | | |
| | Gross Amount | | Gross Amount | | Net Amount | | | | | | ||||
| | Recognized in the | | Offset in the | | Presented in the | | | | | | ||||
| | Consolidated | | Consolidated | | Consolidated | | Cash Collateral | | | | ||||
(dollars in thousands) | | Balance Sheets | | Balance Sheets | | Balance Sheets | | Pledged (Received) | | Net Amount | |||||
September 30, 2023 | | | | | | | | | | | | | | | |
Derivative assets: | | | | | | | | | | | | | | | |
Interest rate swaps - Company (1) | | $ | 4,910 | | $ | — | | $ | 4,910 | | $ | (10,150) | | $ | (5,240) |
Interest rate swaps - customer (1) | | | 6,819 | | | — | | | 6,819 | | | — | | | 6,819 |
To-be-announced mortgage backed securities | | | 155 | | | — | | | 155 | | | — | | | 155 |
Total | | $ | 11,884 | | $ | — | | $ | 11,884 | | $ | (10,150) | | $ | 1,734 |
Derivative liabilities: | | | | | | | | | | | | | | | |
Interest rate swaps - customer (1) | | $ | 6,820 | | $ | — | | $ | 6,820 | | $ | — | | $ | 6,820 |
To-be-announced mortgage backed securities | | | — | | | — | | | — | | | 290 | | | (290) |
Total | | $ | 6,820 | | $ | — | | $ | 6,820 | | $ | 290 | | $ | 6,530 |
December 31, 2022 | | | | | | | | | | | | | | | |
Derivative assets: | | | | | | | | | | | | | | | |
Interest rate swaps - Company (1) | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — |
Interest rate swaps - customer (1) | | | 6,277 | | | — | | | 6,277 | | | (6,030) | | | 247 |
To-be-announced mortgage backed securities | | | — | | | — | | | — | | | — | | | — |
Total | | $ | 6,277 | | $ | — | | $ | 6,277 | | $ | (6,030) | | $ | 247 |
Derivative liabilities: | | | | | | | | | | | | | | | |
Interest rate swaps - customer (1) | | $ | 6,277 | | $ | — | | $ | 6,277 | | $ | — | | $ | 6,277 |
To-be-announced mortgage backed securities | | | 26 | | | — | | | 26 | | | 309 | | | (283) |
Total | | $ | 6,303 | | $ | — | | $ | 6,303 | | $ | 309 | | $ | 5,994 |
| (1) | The Company maintains a master netting arrangement with each counterparty and settles collateral on a net basis for all interest rate swaps. |
NOTE 18 Regulatory Matters
The Company and the Bank isare subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s consolidated financial statements.
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of common equity tier 1, tier 1, and total capital (as defined in the regulations) to risk weighted assets (as defined) and of tier 1 capital (as defined) to average assets (as defined). Management believes as ofat September 30, 20192023 and December 31, 2018,2022, each of the Company and the Bank had met all of the capital adequacy requirements to which it is subject and would be considered well capitalized under the regulatory framework for prompt corrective action.was subject.
38
The following table presents the Company’s and the Bank’s actual capital amounts and ratios as of September 30, 20192023 and December 31, 2018:2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 |
| |||||||||||
|
|
|
|
|
|
|
|
|
|
| Minimum to be |
| ||
|
|
|
|
|
|
| Requirements |
| Well Capitalized |
| ||||
|
|
|
|
|
|
| for Capital |
| Under Prompt |
| ||||
|
| Actual |
| Adequacy Purposes |
| Corrective Action |
| |||||||
(dollars in thousands) |
| Amount |
| Ratio |
| Amount |
| Ratio |
| Amount |
| Ratio |
| |
Common equity tier 1 capital to risk weighted assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
| $ | 233,030 |
| 12.38 | % | 84,705 |
| 4.50 | % | N/A |
| N/A |
|
Bank |
|
| 222,600 |
| 11.84 | % | 84,594 |
| 4.50 | % | 122,192 |
| 6.50 | % |
Tier 1 capital to risk weighted assets |
|
|
|
|
|
|
|
|
|
| . |
|
|
|
Consolidated |
|
| 241,197 |
| 12.81 | % | 112,940 |
| 6.00 | % | N/A |
| N/A |
|
Bank |
|
| 222,600 |
| 11.84 | % | 112,792 |
| 6.00 | % | 150,390 |
| 8.00 | % |
Total capital to risk weighted assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
| 313,700 |
| 16.67 | % | 150,587 |
| 8.00 | % | N/A |
| N/A |
|
Bank |
|
| 245,585 |
| 13.06 | % | 150,390 |
| 8.00 | % | 187,987 |
| 10.00 | % |
Tier 1 capital to average assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
| 241,197 |
| 11.33 | % | 85,152 |
| 4.00 | % | N/A |
| N/A |
|
Bank |
|
| 222,600 |
| 10.47 | % | 85,009 |
| 4.00 | % | 106,261 |
| 5.00 | % |
| | | | | | | | | | | | | | | | |
| | September 30, 2023 |
| |||||||||||||
| | | | | | | | | | | | | Minimum to be | | ||
| | | | | | | | Requirements | | | Well Capitalized |
| ||||
| | | | | | | | for Capital | | | Under Prompt |
| ||||
| | Actual | | Adequacy Purposes | | Corrective Action |
| |||||||||
(dollars in thousands) |
| Amount |
| Ratio |
| Amount |
| Ratio |
| Amount |
| Ratio |
| |||
Common equity tier 1 capital to risk weighted assets |
| |
|
|
|
| |
|
|
|
| |
|
|
| |
Consolidated | | $ | 402,118 |
| 13.01 | % | $ | 139,056 |
| 4.50 | % | $ | N/A |
| N/A | |
Bank | |
| 391,239 |
| 12.68 | % |
| 138,838 |
| 4.50 | % |
| 200,544 |
| 6.50 | % |
Tier 1 capital to risk weighted assets | |
|
|
| |
|
|
|
|
|
|
| . |
|
| |
Consolidated | |
| 411,046 |
| 13.30 | % |
| 185,408 |
| 6.00 | % |
| N/A |
| N/A | |
Bank | |
| 391,239 |
| 12.68 | % |
| 185,117 |
| 6.00 | % |
| 246,823 |
| 8.00 | % |
Total capital to risk weighted assets | |
|
|
| |
|
|
|
|
|
|
|
|
|
| |
Consolidated | |
| 497,554 |
| 16.10 | % |
| 247,210 |
| 8.00 | % |
| N/A |
| N/A | |
Bank | |
| 427,747 |
| 13.86 | % |
| 246,823 |
| 8.00 | % |
| 308,529 |
| 10.00 | % |
Tier 1 capital to average assets | |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
Consolidated | |
| 411,046 |
| 11.14 | % |
| 147,625 |
| 4.00 | % |
| N/A |
| N/A | |
Bank | |
| 391,239 |
| 10.72 | % |
| 146,043 |
| 4.00 | % |
| 182,554 |
| 5.00 | % |
| | | | | | | | | | | | | | | | |
| | December 31, 2022 |
| |||||||||||||
| | | | | | | | | | | | | Minimum to be | | ||
| | | | | | | | Requirements | | | Well Capitalized |
| ||||
| | | | | | | | for Capital | | | Under Prompt |
| ||||
| | Actual | | Adequacy Purposes | | Corrective Action |
| |||||||||
(dollars in thousands) |
| Amount |
| Ratio |
| Amount |
| Ratio |
| Amount |
| Ratio |
| |||
Common equity tier 1 capital to risk weighted assets |
| |
|
|
|
| |
|
|
|
| |
|
|
| |
Consolidated | | $ | 389,335 |
| 13.39 | % | $ | 130,862 |
| 4.50 | % | $ | N/A |
| N/A | |
Bank | |
| 370,749 |
| 12.76 | % |
| 130,791 |
| 4.50 | % |
| 188,920 |
| 6.50 | % |
Tier 1 capital to risk weighted assets | |
|
|
| |
|
|
|
|
|
|
| . |
|
| |
Consolidated | |
| 398,179 |
| 13.69 | % |
| 174,482 |
| 6.00 | % |
| N/A |
| N/A | |
Bank | |
| 370,749 |
| 12.76 | % |
| 174,388 |
| 6.00 | % |
| 232,517 |
| 8.00 | % |
Total capital to risk weighted assets | |
|
|
| |
|
|
|
|
|
|
|
|
|
| |
Consolidated | |
| 479,325 |
| 16.48 | % |
| 232,643 |
| 8.00 | % |
| N/A |
| N/A | |
Bank | |
| 401,895 |
| 13.83 | % |
| 232,517 |
| 8.00 | % |
| 290,646 |
| 10.00 | % |
Tier 1 capital to average assets | |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
Consolidated | |
| 398,179 |
| 11.25 | % |
| 141,514 |
| 4.00 | % |
| N/A |
| N/A | |
Bank | |
| 370,749 |
| 10.48 | % |
| 141,440 |
| 4.00 | % |
| 176,800 |
| 5.00 | % |
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2018 |
| |||||||||||
|
|
|
|
|
|
|
|
|
|
| Minimum to be |
| ||
|
|
|
|
|
|
| Requirements |
| Well Capitalized |
| ||||
|
|
|
|
|
|
| for Capital |
| Under Prompt |
| ||||
|
| Actual |
| Adequacy Purposes |
| Corrective Action |
| |||||||
(dollars in thousands) |
| Amount |
| Ratio |
| Amount |
| Ratio |
| Amount |
| Ratio |
| |
Common equity tier 1 capital to risk weighted assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
| $ | 151,745 |
| 8.43 | % | N/A |
| N/A |
| N/A |
| N/A |
|
Bank |
|
| 204,680 |
| 11.39 | % | 80,866 |
| 4.50 | % | 116,806 |
| 6.50 | % |
Tier 1 capital to risk weighted assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
| 159,774 |
| 8.87 | % | N/A |
| N/A |
| N/A |
| N/A |
|
Bank |
|
| 204,680 |
| 11.39 | % | 107,821 |
| 6.00 | % | 143,761 |
| 8.00 | % |
Total capital to risk weighted assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
| 231,510 |
| 12.86 | % | N/A |
| N/A |
| N/A |
| N/A |
|
Bank |
|
| 226,854 |
| 12.62 | % | 143,806 |
| 8.00 | % | 179,758 |
| 10.00 | % |
Tier 1 capital to average assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
| 159,774 |
| 7.51 | % | N/A |
| N/A |
| N/A |
| N/A |
|
Bank |
|
| 204,680 |
| 9.63 | % | 85,018 |
| 4.00 | % | 106,272 |
| 5.00 | % |
The Bank is subject to certain restrictions on the amount of dividends that it may pay without prior regulatory approval. The Company and the Bank are subject to the rules of the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act rules. The rules include a 2.5 percent capital conservation buffer that is added to the minimum requirements for capital adequacy purposes. A banking organization with a conservation buffer of less than the required amount will be subject to the limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. As of September 30, 2023, the capital ratios for the Company and the Bank were sufficient to meet the conservation buffer. In addition, the Company must adhere to various U.S. Department of Housing and Urban Development, (“HUD”)or HUD, regulatory guidelines including required minimum capital and liquidity to maintain their Federal Housing Administration approval status. Failure to comply with the HUD guidelines could result in withdrawal of this certification. As of September 30, 2019,2023 and December 31, 2018,2022, the Company was in compliance with HUDthe aforementioned guidelines.
NOTE 19 Stock Repurchase Program
On February 18, 2021, the Board of Directors of the Company approved a stock repurchase program, or the Program, which authorizes the Company to repurchase up to 770,000 shares of its common stock subject to certain limitations and conditions. The Program was effective immediately and will continue for a period of 36 months, until
39
February 28, 2024. The Program does not obligate the Company to repurchase any shares of its common stock and there is no assurance that the Company will do so. For the nine months ended September 30, 2023, the Company repurchased 238,474 shares of common stock under the Program. The Company also repurchases shares to pay withholding taxes on the vesting of restricted stock awards and units.
NOTE 20 Fair Value of Assets and Liabilities
The Company categorizes its assets and liabilities measured at estimated fair value into a three level hierarchy based on the priority of the inputs to the valuation technique used to determine estimated fair value. The estimated fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used in the determination of the estimated fair value measurement fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the estimated fair value measurement. Assets and liabilities valued at estimated fair value are categorized based on the following inputs to the valuation techniques as follows:
Level 1—Inputs that utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that an entity has the ability to access.
Level 2—Inputs that include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Estimated fair values for these instruments are estimated using pricing models, quoted prices of investment securities with similar characteristics, or discounted cash flows.
Level 3—Inputs that are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. Subsequent to initial recognition, the Company may re‑measurere-measure the carrying value of assets and liabilities measured on a nonrecurring basis to estimated fair value. Adjustments to estimated fair value usually result when certain assets are impaired. Such assets are written down from their carrying amounts to their estimated fair value.
32
Professional standards allow entities the irrevocable option to elect to measure certain financial instruments and other items at estimated fair value for the initial and subsequent measurement on an instrument‑by‑instrumentinstrument-by-instrument basis. The Company adopted the policy to value certain financial instruments at estimated fair value. The Company has not elected to measure any existing financial instruments at estimated fair value; however, it may elect to measure newly acquired financial instruments at estimated fair value in the future.
Recurring Basis
The Company uses estimated fair value measurements to record estimated fair value adjustments to certain assets and liabilities and to determine estimated fair value disclosures.
40
The following tables present the balances of the assets and liabilities measured at estimated fair value on a recurring basis as of September 30, 20192023 and December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 | ||||||||||
(dollars in thousands) |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||
Trading securities |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury and government agencies |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
Available-for-sale and equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury and government agencies |
| $ | — |
| $ | 21,602 |
| $ | — |
| $ | 21,602 |
Obligations of state and political agencies |
|
| — |
|
| 47,856 |
|
| — |
|
| 47,856 |
Mortgage backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
Residential agency |
|
| — |
|
| 169,337 |
|
| — |
|
| 169,337 |
Commercial |
|
| — |
|
| 32,652 |
|
| — |
|
| 32,652 |
Asset backed securities |
|
| — |
|
| 157 |
|
| — |
|
| 157 |
Corporate bonds |
|
| — |
|
| 7,112 |
|
| — |
|
| 7,112 |
Equity securities |
|
| 2,675 |
|
| — |
|
| — |
|
| 2,675 |
Total available-for-sale and equity securities |
| $ | 2,675 |
| $ | 278,716 |
| $ | — |
| $ | 281,391 |
Other assets |
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives |
| $ | — |
| $ | 2,483 |
| $ | — |
| $ | 2,483 |
Other liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives |
| $ | — |
| $ | 104 |
| $ | — |
| $ | 104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2018 | ||||||||||
(dollars in thousands) |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||
Trading securities |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury and government agencies |
| $ | — |
| $ | 1,539 |
| $ | — |
| $ | 1,539 |
Available-for-sale and equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury and government agencies |
| $ | — |
| $ | 19,142 |
| $ | — |
| $ | 19,142 |
Obligations of state and political agencies |
|
| — |
|
| 66,387 |
|
| — |
|
| 66,387 |
Mortgage backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
Residential agency |
|
| — |
|
| 126,998 |
|
| — |
|
| 126,998 |
Commercial |
|
| — |
|
| 28,767 |
|
| — |
|
| 28,767 |
Asset backed securities |
|
| — |
|
| 399 |
|
| — |
|
| 399 |
Corporate bonds |
|
| — |
|
| 8,481 |
|
| — |
|
| 8,481 |
Equity securities |
|
| 3,165 |
|
| — |
|
| — |
|
| 3,165 |
Total available-for-sale and equity securities |
| $ | 3,165 |
| $ | 250,174 |
| $ | — |
| $ | 253,339 |
Other assets |
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives |
| $ | — |
| $ | 12 |
| $ | — |
| $ | 12 |
Other liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives |
| $ | — |
| $ | 7 |
| $ | — |
| $ | 7 |
2022:
| | | | | | | | | | | | |
|
| September 30, 2023 | ||||||||||
(dollars in thousands) |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||
Available-for-sale | |
|
| |
|
| |
|
| |
|
|
U.S. treasury and government agencies | | $ | — | | $ | 2,665 | | $ | — | | $ | 2,665 |
Mortgage backed securities | |
|
| |
|
| |
|
| |
|
|
Residential agency | |
| — | |
| 521,623 | |
| — | |
| 521,623 |
Commercial | |
| — | |
| 58,685 | |
| — | |
| 58,685 |
Asset backed securities | |
| — | |
| 27 | |
| — | |
| 27 |
Corporate bonds | |
| — | |
| 57,001 | |
| — | |
| 57,001 |
Total available-for-sale investment securities | | $ | — | | $ | 640,001 | | $ | — | | $ | 640,001 |
Other assets | |
|
| |
|
| |
|
| |
|
|
Derivatives | | $ | — | | $ | 12,193 | | $ | — | | $ | 12,193 |
Other liabilities | |
|
| |
|
| |
|
| |
|
|
Derivatives | | $ | — | | $ | 6,820 | | $ | — | | $ | 6,820 |
| | | | | | | | | | | | |
| | December 31, 2022 | ||||||||||
(dollars in thousands) |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||
Available-for-sale | |
|
| |
|
| |
|
| |
|
|
U.S. treasury and government agencies | | $ | — | | $ | 3,520 | | $ | — | | $ | 3,520 |
Mortgage backed securities | |
|
| |
|
| |
|
| |
|
|
Residential agency | |
| — | |
| 587,679 | |
| — | |
| 587,679 |
Commercial | |
| — | |
| 63,558 | |
| — | |
| 63,558 |
Asset backed securities | |
| — | |
| 34 | |
| — | |
| 34 |
Corporate bonds | |
| — | |
| 62,533 | |
| — | |
| 62,533 |
Total available-for-sale investment securities | | $ | — | | $ | 717,324 | | $ | — | | $ | 717,324 |
Other assets | |
|
| |
|
| |
|
| |
|
|
Derivatives | | $ | — | | $ | 6,405 | | $ | — | | $ | 6,405 |
Other liabilities | |
|
| |
|
| |
|
| |
|
|
Derivatives | | $ | — | | $ | 6,303 | | $ | — | | $ | 6,303 |
33
The following is a description of the valuation methodologies used for instruments measured at estimated fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy.
Investment Securities, Available-for-Sale
When available, the Company uses quoted market prices to determine the estimated fair value of investment securities; such itemsGenerally, debt securities are classified in Level 1 of the estimated fair value hierarchy. For the Company’s investment securities for which quoted prices are not available for identical investment securities in an active market, the Company determines estimated fair value utilizing vendors who apply matrixvalued using pricing for similar bonds for which no pricessecurities, recently executed transactions, and other pricing models utilizing observable inputs and therefore are observable or may compile prices from various sources. These models are primarily industry‑standard models that consider various assumptions, including time value, yield curve, volatility factors, prepayment speeds, default rates, loss severity, current market, and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. Estimated fair values from these models are verified, where possible, against quoted prices for recent trading activity of assets with similar characteristics to the security being valued. Such methods are generally classified as Level 2. However, when prices from independent sources vary, cannot be obtained, or cannot be corroborated, a security is generally classified as Level 3.
Derivatives
All of the Company’s derivatives are traded in over‑the‑counterover-the-counter markets where quoted market prices are not readily available. For these derivatives, estimated fair value is measured using internally developed models that use primarily market observable inputs, such as yield curves and option volatilities, and accordingly, classify as Level 2. Examples of Level 2 derivatives are basic interest rate swaps and forward contracts. Any remaining derivative estimated fair value measurements using significant assumptions that are unobservable are classified as Level 3. Level 3 derivatives include interest rate lock commitments written for residential mortgage loans that are held for sale.
Nonrecurring Basis
Certain assets are measured at estimated fair value on a nonrecurring basis. These assets are not measured at estimated fair value on an ongoing basis; however, they are subject to estimated fair value adjustments in certain circumstances, such as when there is evidence of impairment or a change in the amount of previously recognized impairment.
41
Net impairment related to nonrecurring estimated fair value measurements of certain assets as of September 30, 20192023 and December 31, 20182022 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 | ||||||||||
(dollars in thousands) |
| Level 2 |
| Level 3 |
| Total |
| Impairment | ||||
Loans held for sale |
| $ | 66,021 |
| $ | — |
| $ | 66,021 |
| $ | — |
Loans held for branch sale |
|
| — |
|
| — |
|
| — |
|
| — |
Impaired loans |
|
| — |
|
| 3,050 |
|
| 3,050 |
|
| 2,107 |
Foreclosed assets |
|
| — |
|
| 84 |
|
| 84 |
|
| — |
Servicing rights |
|
| — |
|
| 4,146 |
|
| 4,146 |
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
|
| December 31, 2018 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | ||||||||||||
| | September 30, 2023 | |||||||||||||||||||||||||
(dollars in thousands) |
| Level 2 |
| Level 3 |
| Total |
| Impairment |
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| Impairment | |||||||||
Loans held for sale |
| $ | 14,486 |
| $ | — |
| $ | 14,486 |
| $ | — | | $ | — | | $ | 16,346 | | $ | — | | $ | 16,346 | | $ | — |
Loans held for branch sale |
|
| — |
|
| 32,031 |
|
| 32,031 |
|
| — | |||||||||||||||
Impaired loans |
|
| — |
|
| 4,022 |
|
| 4,022 |
|
| 2,538 | |||||||||||||||
Foreclosed assets |
|
| — |
|
| 204 |
|
| 204 |
|
| 245 | |||||||||||||||
Individually evaluated | |
| — | |
| — | |
| 2,390 | |
| 2,390 | |
| 288 | ||||||||||||
Servicing rights |
|
| — |
|
| 4,623 |
|
| 4,623 |
|
| — | |
| — | |
| — | |
| 2,214 | |
| 2,214 | |
| — |
| | | | | | | | | | | | | | | |
| | December 31, 2022 | |||||||||||||
(dollars in thousands) |
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| Impairment | |||||
Loans held for sale | | $ | — | | $ | 9,488 | | $ | — | | $ | 9,488 | | $ | — |
Individually evaluated | |
| — | |
| — | |
| 2,813 | |
| 2,813 | |
| 954 |
Foreclosed assets | |
| — | |
| — | |
| 30 | |
| 30 | |
| — |
Servicing rights | |
| — | |
| — | |
| 2,643 | |
| 2,643 | |
| — |
34
Loans Held for Sale
Loans originated and held for sale are carried at the lower of cost or estimated fair value. The Company obtains quotes or bids on these loans directly from purchasing financial institutions. Typically, these quotes include a premium on the sale and thus these quotes indicate estimated fair value of the held for sale loans is greater than cost.
On January 15, 2019, the Bank entered into an agreement with a third party to sell the loans of two branch locations in Duluth, Minnesota, and on April 26, 2019, the Bank completed the sale. As of December 31, 2018, the loans were held for branch sale and totaled $32.0 million. The estimated fair value in the table above was based on the agreed upon purchase price in the sales contract. The measurements were classified as Level 3.
Impairment losses for loans held for sale that are carried at the lower of cost or estimated fair value represent additional net write‑downswrite-downs during the period to record these loans at the lower of cost or estimated fair value, subsequent to their initial classification as loans held for sale.
Impaired Loans
In accordance with the provisions of the loan impairment guidance, loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms are measured for impairment. Allowable methods for estimating fair value include using the estimated fair value of the collateral for collateral dependent loans or, where a loan is determined not to be collateral dependent, using a discounted cash flow method. The estimated fair value method requires obtaining a current independent appraisal of the collateral and applying a discount factor, if necessary, to the appraised value and including costs to the sell. Because many of these inputs are not observable, the measurements are classified as Level 3.
Foreclosed Assets
Foreclosed assets are recorded at estimated fair value based on property appraisals, less estimated selling costs, at the date of the transfer with any impairment amount charged to the allowance for loan losses. Subsequent to the transfer, foreclosed assets are carried at the lower of cost or estimated fair value, less estimated selling costs with changes in the estimated fair value or any impairment amount recorded in other noninterest expense. Fair value measurements may be based upon appraisals, third‑party price opinions, or internally developed pricing methods. These measurements are classified as Level 3.
Servicing Rights
Servicing rights do not trade in an active market with readily observable prices. Accordingly, the estimated fair value of servicing rights is determined using a valuation model that calculates the present value of estimated future net servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds, discount rate, cost to service, escrow account earnings, contractual servicing fee income, ancillary income, and late fees. Servicing rights are carried at lower of cost or market value, and therefore can be subject to estimated fair value measurements on a nonrecurring basis. Estimated fair value measurements of servicing rights use significant unobservable inputs and accordingly, are classified as Level 3. The Company obtains the estimated fair value of servicing rights from an independent third party pricing service and records the unadjusted estimated fair values in the financial statements.
35
The valuation techniques and significant unobservable inputs used to measure Level 3 estimated fair values as of September 30, 2019,2023 and December 31, 2018,2022, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 |
| ||||
(dollars in thousands) |
|
|
|
|
|
|
|
|
| Weighted |
|
Asset Type |
| Valuation Technique |
| Unobservable Input |
| Fair Value |
| Range |
| Average |
|
Impaired loans |
| Appraisal value |
| Property specific adjustment |
| 3,050 |
| N/A |
| N/A |
|
Foreclosed assets |
| Appraisal value |
| Property specific adjustment |
| 84 |
| N/A |
| N/A |
|
Servicing rights |
| Discounted cash flows |
| Prepayment speed assumptions |
| 4,146 |
| 154-270 |
| 194 |
|
|
|
|
| Discount rate |
|
|
| 9.5 | % | 9.5 | % |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
| December 31, 2018 |
| |||||||||||||||
| | | | | | | | | | | | |||||||||||
| | | | | September 30, 2023 | | ||||||||||||||||
(dollars in thousands) |
|
|
|
|
|
|
|
|
| Weighted |
| | | | | | | | | | Weighted | |
Asset Type |
| Valuation Technique |
| Unobservable Input |
| Fair Value |
| Range |
| Average |
|
| Valuation Technique |
| Unobservable Input | Fair Value |
| Range |
| Average |
| |
Loans held for branch sale |
| Discounted cash flows |
| Sales agreement |
| 32,031 |
| N/A |
| N/A |
| |||||||||||
Impaired loans |
| Appraisal value |
| Property specific adjustment |
| 4,022 |
| N/A |
| N/A |
| |||||||||||
Individually evaluated |
| Appraisal value |
| Property specific adjustment | $ | 2,390 |
| N/A | | N/A |
| |||||||||||
Foreclosed assets |
| Appraisal value |
| Property specific adjustment |
| 204 |
| N/A |
| N/A |
|
| Appraisal value |
| Property specific adjustment |
| 3 |
| N/A |
| N/A |
|
Servicing rights |
| Discounted cash flows |
| Prepayment speed assumptions |
| 4,623 |
| 104 - 211 |
| 130 |
|
| Discounted cash flows |
| Prepayment speed assumptions |
| 2,214 |
| 84-125 |
| 101 |
|
|
|
|
| Discount rate |
|
|
| 10.5 | % | 10.5 | % | |||||||||||
|
|
|
| Discount rate |
|
|
| 11.1 | % | 11.1 | % | |||||||||||
| | | | | | | | | | | |
| | | | | December 31, 2022 | | |||||
(dollars in thousands) | | | | | | | | | | Weighted |
|
Asset Type |
| Valuation Technique |
| Unobservable Input | Fair Value |
| Range |
| Average |
| |
Individually evaluated |
| Appraisal value |
| Property specific adjustment | $ | 2,813 |
| N/A |
| N/A | |
Foreclosed assets |
| Appraisal value |
| Property specific adjustment |
| 30 |
| N/A |
| N/A | |
Servicing rights |
| Discounted cash flows |
| Prepayment speed assumptions |
| 2,643 |
| 103-137 |
| 115 | |
|
|
|
| Discount rate |
|
|
| 10.5 | % | 10.5 | % |
Disclosure of estimated fair value information about financial instruments, for which it is practicable to estimate that value, is required whether or not recognized in the consolidated balance sheets. In cases in which quoted market prices are not available, estimated fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimate of future cash flows. In that regard, the derived estimated fair value estimates cannot be substantiated by comparison to independent markets and, in many cases could not be realized in immediate settlement of the instruments. Certain
42
financial instruments, with an estimated fair value that is not practicable to estimate and all non‑financialnon-financial instruments, are excluded from the disclosure requirements. Accordingly, the aggregate estimated fair value amounts presented do not necessarily represent the underlying value of the Company.
The following disclosures represent financial instruments in which the ending balances, as of September 30, 20192023 and December 31, 2018,2022, were not carried at estimated fair value in their entirety on the consolidated balance sheets.
Cash and Cash Equivalents and Accrued Interest
The carrying amounts reported in the consolidated balance sheets approximate those assets and liabilities estimated fair values.
Investment Securities, Held-to-Maturity
The fair values of debt securities held-to-maturity are based on quoted market prices for the same or similar securities, recently executed transactions and pricing models.
Loans
For variable‑ratevariable-rate loans that reprice frequently and with no significant change in credit risk, estimated fair values are based on carrying values. The estimated fair values of other loans are estimated using discounted cash flow analysis, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.
Bank‑OwnedBank-Owned Life Insurance
Bank‑ownedBank-owned life insurance is carried at the amount due upon surrender of the policy, which is also the estimated fair value. This amount was provided by the insurance companies based on the terms of the underlying insurance contract.
36
Deposits
The estimated fair values of demand deposits are, by definition, equal to the amount payable on demand at the consolidated balance sheet date. The estimated fair values of fixed‑ratefixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies current incremental interest rates being offered on certificates of deposit to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit.
Deposits Held for Sale
On January 15, 2019, the Bank entered into an agreement with a third party to sell the deposits of two branch locations in Duluth, Minnesota, and on April 26, 2019, the Bank completed the sale. As of December 31, 2018, the deposits were held for sale and totaled $24.2 million. The estimated fair value in the table below was based on the carrying value of the deposits, less the premium the Bank received, in accordance with the purchase agreement.
Short‑TermShort-Term Borrowings and Long‑TermLong-Term Debt
For variable‑ratevariable-rate borrowings that reprice frequently, estimated fair values are based on carrying values. The estimated fair valuevalues of fixed‑ratefixed-rate borrowings are estimated using discounted cash flow analysis, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.
Off‑BalanceOff-Balance Sheet Credit‑RelatedCredit-Related Commitments
Off‑balanceOff-balance sheet credit related commitments are generally of short‑termshort-term nature. The contract amount of such commitments approximates their estimated fair value since the commitments are comprised primarily of unfunded loan commitments which are generally priced at market at the time of funding.
43
The estimated fair values, and related carrying or notional amounts, of the Company’s financial instruments at the dates indicated are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 | |||||||||||||
|
| Carrying |
| Estimated Fair Value | |||||||||||
(dollars in thousands) |
| Amount |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
Financial Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 61,174 |
| $ | 61,174 |
| $ | — |
| $ | — |
| $ | 61,174 |
Loans |
|
| 1,663,103 |
|
| — |
|
| — |
|
| 1,658,151 |
|
| 1,658,151 |
Accrued interest receivable |
|
| 7,412 |
|
| 7,412 |
|
| — |
|
| — |
|
| 7,412 |
Bank-owned life insurance |
|
| 31,364 |
|
| — |
|
| 31,364 |
|
| — |
|
| 31,364 |
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing transaction |
| $ | 537,951 |
| $ | — |
| $ | 537,951 |
| $ | — |
| $ | 537,951 |
Interest-bearing transaction |
|
| 1,102,409 |
|
| — |
|
| 1,102,409 |
|
| — |
|
| 1,102,409 |
Time deposits |
|
| 192,753 |
|
| — |
|
| — |
|
| 192,869 |
|
| 192,869 |
Short-term borrowings |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
Long-term debt |
|
| 58,775 |
|
| — |
|
| 58,285 |
|
| — |
|
| 58,285 |
Accrued interest payable |
|
| 1,879 |
|
| 1,879 |
|
| — |
|
| — |
|
| 1,879 |
| | | | | | | | | | | | | | | |
| | September 30, 2023 | |||||||||||||
| | Carrying | | Estimated Fair Value | |||||||||||
(dollars in thousands) |
| Amount |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
Financial Assets |
| |
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents | | $ | 64,724 | | $ | 64,724 | | $ | — | | $ | — | | $ | 64,724 |
Investment securities held-to-maturity | | | 303,268 | | | — | | | 248,239 | | | — | | | 248,239 |
Loans, net | |
| 2,570,140 | |
| — | |
| — | |
| 2,451,993 | |
| 2,451,993 |
Accrued interest receivable | |
| 15,561 | |
| 15,561 | |
| — | |
| — | |
| 15,561 |
Bank-owned life insurance | |
| 33,012 | |
| — | |
| 33,012 | |
| — | |
| 33,012 |
Financial Liabilities | |
|
| |
|
| |
|
| |
|
| |
|
|
Noninterest-bearing deposits | | $ | 717,990 | | $ | — | | $ | 717,990 | | $ | — | | $ | 717,990 |
Interest-bearing deposits | |
| 1,807,259 | |
| — | |
| 1,807,259 | |
| — | |
| 1,807,259 |
Time deposits | |
| 346,935 | |
| — | |
| — | |
| 343,600 | |
| 343,600 |
Short-term borrowings | |
| 515,470 | |
| 515,470 | |
| — | |
| — | |
| 515,470 |
Long-term debt | |
| 58,928 | |
| — | |
| 55,076 | |
| — | |
| 55,076 |
Accrued interest payable | |
| 5,358 | |
| 5,358 | |
| — | |
| — | |
| 5,358 |
| | | | | | | | | | | | | | | |
| | December 31, 2022 | |||||||||||||
| | Carrying | | Estimated Fair Value | |||||||||||
(dollars in thousands) |
| Amount |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
Financial Assets |
| |
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents | | $ | 58,242 | | $ | 58,242 | | $ | — | | $ | — | | $ | 58,242 |
Investment securities held-to-maturity | | | 321,902 | | | — | | | 270,912 | | | — | | | 270,912 |
Loans, net | |
| 2,412,848 | |
| — | |
| — | |
| 2,311,956 | |
| 2,311,956 |
Accrued interest receivable | |
| 12,869 | |
| 12,869 | |
| — | |
| — | |
| 12,869 |
Bank-owned life insurance | |
| 33,991 | |
| — | |
| 33,991 | |
| — | |
| 33,991 |
Financial Liabilities | |
|
| |
|
| |
|
| |
|
| |
|
|
Noninterest-bearing deposits | | $ | 860,987 | | $ | — | | $ | 860,987 | | $ | — | | $ | 860,987 |
Interest-bearing deposits | |
| 1,842,138 | |
| — | |
| 1,842,138 | |
| — | |
| 1,842,138 |
Time deposits | |
| 212,359 | |
| — | |
| — | |
| 208,550 | |
| 208,550 |
Short-term borrowings | |
| 378,080 | |
| 378,080 | |
| — | |
| — | |
| 378,080 |
Long-term debt | |
| 58,843 | |
| — | |
| 56,116 | |
| — | |
| 56,116 |
Accrued interest payable | |
| 2,426 | |
| 2,426 | |
| — | |
| — | |
| 2,426 |
3744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2018 | |||||||||||||
|
| Carrying |
| Estimated Fair Value | |||||||||||
(dollars in thousands) |
| Amount |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
Financial Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 40,651 |
| $ | 40,651 |
| $ | — |
| $ | — |
| $ | 40,651 |
Loans |
|
| 1,679,676 |
|
| — |
|
| — |
|
| 1,663,401 |
|
| 1,663,401 |
Accrued interest receivable |
|
| 7,645 |
|
| 7,645 |
|
| — |
|
| — |
|
| 7,645 |
Bank-owned life insurance |
|
| 30,763 |
|
| — |
|
| 30,763 |
|
| — |
|
| 30,763 |
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing transaction |
| $ | 550,640 |
| $ | — |
| $ | 550,640 |
| $ | — |
| $ | 550,640 |
Interest-bearing transaction |
|
| 1,053,869 |
|
| — |
|
| 1,053,869 |
|
| — |
|
| 1,053,869 |
Time deposits |
|
| 170,587 |
|
| — |
|
| — |
|
| 172,616 |
|
| 172,616 |
Deposits held for sale |
|
| 24,197 |
|
| — |
|
| — |
|
| 22,019 |
|
| 22,019 |
Short-term borrowings |
|
| 93,460 |
|
| 93,460 |
|
| — |
|
| — |
|
| 93,460 |
Long-term debt |
|
| 58,824 |
|
| — |
|
| 59,988 |
|
| — |
|
| 59,988 |
Accrued interest payable |
|
| 720 |
|
| 720 |
|
| — |
|
| — |
|
| 720 |
NOTE 20 Branch Sale
On January 15, 2019, the Bank announced an agreement to sell the Bank’s branch offices located in Duluth, Minnesota, including loans and deposits attributable to those offices, to another financial institution. The Bank decided to exit the Duluth market to reallocate resources to the Minneapolis-St. Paul-Bloomington metropolitan statistical area, which is a higher growth market in the state, and its’ other core markets in the Phoenix-Mesa-Scottsdale metropolitan statistical area, and in Fargo and Grand Forks, North Dakota. The loans and deposits were classified as held for sale in the consolidated financial statements as of December 31, 2018. The transaction closed on April 26, 2019. The loans and deposits associated with this transaction totaled approximately $28.3 million and $19.4 million, respectively, as of the closing date. A pre‑tax gain on the sale was recognized in the amount of $1.5 million.
38
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
The following discussion explains ourthe Company’s financial condition and results of operations as of and for the three and nine months ended September 30, 20192023 and 2018.2022. Annualized results for this interim period may not be indicative of results for the full year or future periods. The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes presented elsewhere in this report and the Company’s prospectus filed with the SECAnnual Report on September 13, 2019, pursuant to Rule 424(b)(4) under the Securities Act of 1933, which contains audited financial statements of the Company as of andForm 10-K for the year ended December 31, 2018. Annualized results for these interim periods may not be indicative of results for2022, filed with the full year or future periods.Securities and Exchange Commission on March 13, 2023.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of Alerus Financial Corporation. These statements are often, but not always, identified by words such as “may”, “might”, “should”, “could”, “predict”, “potential”, “believe”, “expect”, “continue”, “will”, “anticipate”, “seek”, “estimate”, “intend”, “plan”, “projection”, “would”, “annualized”, “target” and “outlook”, or the negative version of those words or other comparable words of a future or forward-looking nature. Examples of forward-looking statements include, among others, statements wethe Company make regarding ourthe Company’s projected growth, anticipated future financial performance, financial condition, credit quality and management’s long-term performance goals and the future plans and prospects of Alerus Financial Corporation.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on ourthe Company’s current beliefs, expectations and assumptions regarding the future of ourCompany’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of ourthe Company’s control. OurThe Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause ourthe Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to successfully manage credit risk and maintain an adequate level of allowance for loan losses; business and economic conditions generally and in the financial services industry, nationally and within our market areas; the overall health of the local and national real estate market; concentrations within our loan portfolio; the level of nonperforming assets on our balance sheet; our ability to implement our organic and acquisition growth strategies; the impact of economic or market conditions on our fee-based services; our ability to continue to grow our retirement and benefit services business; our ability to continue to originate a sufficient volume of residential mortgages; the occurrence of fraudulent activity, breaches or failures of our information security controls or cybersecurity-related incidents; interruptions involving our information technology and telecommunications systems or third-party servicers; potential losses incurred in connection with mortgage loan repurchases; the composition of our executive management team and our ability to attract and retain key personnel; rapid technological change in the financial services industry; increased competition in the financial services industry; our ability to successfully manage liquidity risk; the effectiveness of our risk management framework; the commencement and outcome of litigation and other legal proceedings and regulatory actions against us or to which we may become subject; potential impairment to the goodwill we recorded in connection with our past acquisitions; the extensive regulatory framework that applies to us; the impact of recent and future legislative and regulatory changes; interest rate risks associated with our business; fluctuations in the values of the securities held in our securities portfolio; governmental monetary, trade and fiscal policies; any material weaknesses in our internal control over financial reporting; our success at managing the risks involved in the foregoing items; and any other risks described in the “Risk Factors” section of this report and in other reports filed by Alerus Financial Corporation with the Securities and Exchange Commission.
| ● | interest rate risks, including the effects of recent and potential additional rate increases by the Federal Reserve; |
| ● | the Company’s ability to successfully manage credit risk and maintain an adequate level of allowance for credit losses; |
| ● | new or revised accounting standards, including as a result of the implementation of the new CECL accounting standard; |
| ● | business and economic conditions generally and in the financial services industry, nationally and within the Company’s market areas, including continued rising rates of inflation and possible recession, the effects of recent developments and events in the financial services industry, including the large-scale deposit withdrawals over a short period of time at Silicon Valley Bank, Signature Bank and First Republic Bank that resulted in the failure of those institutions; |
| ● | the Company’s ability to successfully manage liquidity risk, including the Company’s need to access higher cost sources of funds such as fed funds purchased and short-term borrowings; |
3945
| ● | the concentration of large deposits from certain clients, who have balances above current Federal Deposit Insurance Corporation, or FDIC, insurance limits; |
| ● | fluctuations in the values of securities held in the Company’s securities portfolio, including as a result of changes in interest rates; |
| ● | the overall health of the local and national real estate market; |
| ● | concentrations within the Company’s loan portfolio; |
| ● | the level of nonperforming assets on the Company’s balance sheet; |
| ● | the Company’s ability to implement organic and acquisition growth strategies, including the integration of Metro Phoenix Bank which the Company acquired in 2022; |
| ● | the impact of economic or market conditions on the Company’s fee-based services; |
| ● | the Company’s ability to continue to grow retirement and benefit services business; |
| ● | the Company’s ability to continue to originate a sufficient volume of residential mortgages; |
| ● | the occurrence of fraudulent activity, breaches or failures of the Company’s information security controls or cybersecurity-related incidents, including as a result of sophisticated attacks using artificial intelligence and similar tools; |
| ● | interruptions involving the Company’s information technology and telecommunications systems or third-party servicers; |
| ● | potential losses incurred in connection with mortgage loan repurchases; |
| ● | the composition of the Company’s executive management team and the Company’s ability to attract and retain key personnel; |
| ● | the rapid technological change in the financial services industry; |
| ● | increased competition in the financial services industry from non-banks such as credit unions and Fintech companies, including digital asset service providers; |
| ● | the effectiveness of the Company’s risk management framework; |
| ● | the commencement and outcome of litigation and other legal proceedings and regulatory actions against the Company or to which the Company may become subject; |
| ● | potential impairment to the goodwill the Company recorded in connection with the Company’s past acquisitions; including the acquisition of Metro Phoenix Bank; |
| ● | the extensive regulatory framework that applies to us; |
| ● | the impact of recent and future legislative and regulatory changes, including in response to the recent failures of Silicon Valley Bank, Signature Bank and First Republic Bank; |
| ● | governmental monetary, trade and fiscal policies; |
46
| ● | risks related to climate change and the negative impact it may have on the Company’s customers and their businesses; |
| ● | severe weather, natural disasters, widespread disease or pandemics, such as the COVID-19 global pandemic; |
| ● | acts of war or terrorism, including the Israeli-Palestinian conflict and the Russian invasion of Ukraine, or other adverse external events; |
| ● | any material weaknesses in the Company’s internal control over financial reporting; |
| ● | changes to U.S. or state tax laws, regulations and guidance, including the new 1.0% excise tax on stock buybacks to publicly traded companies; |
| ● | talent and labor shortages and employee turnover; the Company’s success at managing the risks involved in the foregoing items; and |
| ● | any other risks described in the “Risk Factors” sections of the reports filed by Alerus Financial Corporation with the Securities and Exchange Commission. |
Any forward-looking statement made by usthe Company in this report is based only on information currently available to usthe Company and speaks only as of the date on which it is made. We undertakeThe Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Overview
We areThe Company is a diversified financial services company headquartered in Grand Forks, North Dakota. Through ourthe Company’s subsidiary, Alerus Financial, National Association, (the “Bank”), we provide innovative and comprehensiveor the Bank, the Company provides financial solutions to businesses and consumers through four distinct business lines—banking, retirement and benefit services, wealth management and mortgage. These solutions are delivered through a relationship‑orientedrelationship-oriented primary point of contact along with responsive and client‑friendlyclient-friendly technology.
OurThe Company’s business model produces strong financial performance and a diversified revenue stream, which has helped usthe Company establish a brand and culture yielding both a loyal client base and passionate and dedicated employees. We generateThe Company generates a majority of our overall revenue from noninterest income, which is driven primarily by ourthe Company’s retirement and benefit services, wealth management and mortgage business lines. The remainder of ourthe Company’s revenue consists of net interest income, which we derivethe Company derives from offering our traditional banking products and services.
Critical Accounting Policies
OurThe Company’s consolidated financial statements are prepared based on the application of accounting policies generally accepted in the United States, (“GAAP”). Our critical accounting policies require reliance onor GAAP. The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions, whichjudgments that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates are based upon historical experience and on various other assumptions that management believes are reasonable under current circumstances, butcircumstances. These estimates form the basis for making judgments about the carrying value of certain assets and liabilities that are not readily available from other sources. Actual results may prove to be inaccurate or can be subject to variations. Changes in underlying factors,differ from these estimates under different assumptions or conditions. The estimates couldand judgments that management believes have a material impactthe most effect on our futurethe Company’s reported financial conditionposition and results of operations.
The most critical of these significant accounting policiesoperations are set forth in Note 1 – Significant Accounting Policies of the Notes to the Consolidated Statements, included in ourthe Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
47
On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which created material changes to the Company’s existing critical accounting policy that existed at December 31, 2022. Effective January 1, 2023, through March 31, 2023, the significant accounting policy which the Company believes to be critical in preparing the Company’s consolidated financial is the determination of the allowance for credit losses.
Management considers the policies related to the allowance for credit losses critical to the financial statement presentation. The allowance for credit losses is established through the provision for credit losses charged to current earnings. The Company’s methodologies for estimating the allowance for credit losses consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. Refer to Note 1 – Significant Accounting Policies in the accompanying notes to the consolidated financial statements for further discussion on the methodology in establishing the allowance for credit losses.
The JOBS Act permits the Company an extended transition period for complying with new or revised accounting standards affecting public companies. The Company has elected to take advantage of this extended transition period, which means that the financial statements included in this report, as of andwell as any financial statements filed in the future, will not be subject to all new or revised accounting standards generally applicable to public companies for the periods ended December 31, 2018, 2017,transition period for so long as the Company remains an emerging growth company or until the Company affirmatively and 2016 included in our prospectus filed withirrevocably opts out of the SEC on September 13, 2019, pursuant to Rule 424(b)(4)extended transition period under the Securities Act of 1933. There have been no significant changes in critical accounting policies or the assumptions and judgments utilized in applying these policies since December 31, 2018.JOBS Act.
Recent Developments
On September 17, 2019, we sold 2,860,000 shares of common stock in our initial public offering. On September 25, 2019, we sold an additional 429,000 shares of common stock pursuant to the exercise in full by the underwriters of their option to purchase additional shares. The aggregate offering price for the shares sold by us was $69.1 million, and after deducting $4.7 million of underwriting discounts and $1.6 million of offering expenses paid to third parties, we received total net proceeds of $62.8 million. All of the shares were sold pursuant to our Registration Statement on Form S-1, as amended (File No. 333-233339), which was declared effective by the SEC on September 12, 2019.Shareholder Dividend
On August 28, 2019,24, 2023, the Company’s Board of Directors of the Company declared a quarterly cash dividend of $0.14$0.19 per common share. This dividend was paid out on October 11, 2019,13, 2023, to stockholders of record at the close of business on September 20, 2019.
15, 2023.
4048
Operating Results Overview
The following table summarizes key financial results as of and for the periods indicated:
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| Three months ended |
| Nine months ended |
| |||||||||||
|
| September 30, |
| June 30, |
| September 30, |
| September 30, |
| September 30, |
| |||||
(dollars and shares in thousands, except per share data) |
| 2019 |
| 2019 |
| 2018 |
| 2019 |
| 2018 |
| |||||
Performance Ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average total assets |
|
| 1.29 | % |
| 1.52 | % |
| 1.36 | % |
| 1.34 | % |
| 1.25 | % |
Return on average common equity |
|
| 12.42 | % |
| 15.82 | % |
| 15.45 | % |
| 13.74 | % |
| 14.35 | % |
Return on average tangible common equity (1) |
|
| 17.01 | % |
| 21.93 | % |
| 23.08 | % |
| 19.24 | % |
| 22.05 | % |
Noninterest income as a % of revenue |
|
| 61.29 | % |
| 62.11 | % |
| 58.11 | % |
| 60.14 | % |
| 57.78 | % |
Net interest margin (taxable-equivalent basis) (1) |
|
| 3.69 | % |
| 3.62 | % |
| 3.80 | % |
| 3.72 | % |
| 3.85 | % |
Efficiency ratio (1) |
|
| 75.17 | % |
| 70.74 | % |
| 73.16 | % |
| 73.06 | % |
| 72.84 | % |
Net charge-offs/(recoveries) to average loans |
|
| (0.01) | % |
| 0.18 | % |
| 0.02 | % |
| 0.27 | % |
| 0.16 | % |
Dividend payout ratio |
|
| 29.17 | % |
| 23.73 | % |
| 25.00 | % |
| 28.19 | % |
| 27.66 | % |
Per Common Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share - basic |
| $ | 0.49 |
| $ | 0.60 |
| $ | 0.53 |
| $ | 1.53 |
| $ | 1.44 |
|
Earnings per common share - diluted |
| $ | 0.48 |
| $ | 0.59 |
| $ | 0.52 |
| $ | 1.49 |
| $ | 1.41 |
|
Dividends declared per common share |
| $ | 0.14 |
| $ | 0.14 |
| $ | 0.13 |
| $ | 0.42 |
| $ | 0.39 |
|
Tangible book value per common share (1) |
| $ | 13.77 |
| $ | 12.02 |
| $ | 10.11 |
| $ | 13.77 |
| $ | 10.11 |
|
Average common shares outstanding - basic |
|
| 14,274 |
|
| 13,810 |
|
| 13,777 |
|
| 13,957 |
|
| 13,759 |
|
Average common shares outstanding - diluted |
|
| 14,626 |
|
| 14,100 |
|
| 14,071 |
|
| 14,317 |
|
| 14,060 |
|
Other Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets under administration |
| $ | 27,702,273 |
| $ | 27,854,052 |
| $ | 28,533,616 |
| $ | 27,702,273 |
| $ | 28,533,616 |
|
Assets under management |
|
| 5,724,412 |
|
| 5,260,233 |
|
| 4,854,106 |
|
| 5,724,412 |
|
| 4,854,106 |
|
Mortgage originations |
|
| 313,527 |
|
| 246,115 |
|
| 222,330 |
|
| 685,178 |
|
| 609,941 |
|
| | | | | | | | | | | | | | | | |
| | Three months ended | | Nine months ended | | |||||||||||
| | September 30, | | June 30, | | September 30, | | September 30, | | September 30, | | |||||
(dollars and shares in thousands, except per share data) |
| 2023 |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| |||||
Performance Ratios | |
| | |
| | |
| | |
| | |
| | |
Return on average total assets | |
| 0.95 | % |
| 0.96 | % |
| 1.02 | % |
| 0.93 | % |
| 1.13 | % |
Return on average common equity | |
| 10.05 | % |
| 10.14 | % |
| 10.25 | % |
| 9.79 | % |
| 11.27 | % |
Return on average tangible common equity (1) | |
| 13.51 | % |
| 13.71 | % |
| 13.89 | % |
| 13.27 | % |
| 14.59 | % |
Noninterest income as a % of revenue | |
| 58.21 | % |
| 53.69 | % |
| 48.82 | % |
| 54.51 | % |
| 54.08 | % |
Net interest margin (taxable-equivalent basis) | |
| 2.27 | % |
| 2.52 | % |
| 3.21 | % |
| 2.50 | % |
| 3.02 | % |
Efficiency ratio (1) | |
| 73.37 | % |
| 72.79 | % |
| 74.76 | % |
| 73.57 | % |
| 73.94 | % |
Average equity to average assets | |
| 9.47 | % |
| 9.52 | % |
| 9.95 | % | | 9.51 | % | | 10.06 | % |
Net charge-offs/(recoveries) to average loans | | | (0.09) | % |
| (0.07) | % |
| 0.07 | % |
| (0.04) | % |
| 0.04 | % |
Dividend payout ratio | |
| 42.22 | % | | 42.22 | % | | 38.30 | % | | 43.08 | % | | 33.33 | % |
Per Common Share | |
| | |
| | |
| | |
| | |
| | |
Earnings per common share - basic | | $ | 0.46 | | $ | 0.45 | | $ | 0.48 | | $ | 1.31 | | $ | 1.58 | |
Earnings per common share - diluted | | $ | 0.45 | | $ | 0.45 | | $ | 0.47 | | $ | 1.30 | | $ | 1.56 | |
Dividends declared per common share | | $ | 0.19 | | $ | 0.19 | | $ | 0.18 | | $ | 0.56 | | $ | 0.52 | |
Book value per common share | | $ | 17.60 | | $ | 17.96 | | $ | 17.25 | | | | | | | |
Tangible book value per common share (1) | | $ | 14.32 | | $ | 14.60 | | $ | 13.76 | | | | | | | |
Average common shares outstanding - basic | |
| 19,872 | |
| 20,033 | |
| 19,987 | |
| 19,977 | |
| 18,186 | |
Average common shares outstanding - diluted | |
| 20,095 | |
| 20,241 | |
| 20,230 | |
| 20,193 | |
| 18,431 | |
Other Data | | | | |
| | |
| | |
| | |
| | |
Retirement and benefit services assets under administration/management | | $ | 34,552,569 | | $ | 35,052,652 | | $ | 30,545,694 | | | | | | | |
Wealth management assets under administration/management | | $ | 3,724,091 | | $ | 3,857,710 | | $ | 3,435,786 | | | | | | | |
Mortgage originations | | $ | 109,637 | | $ | 111,261 | | $ | 229,901 | | $ | 298,626 | | $ | 686,060 | |
| (1) |
| Represents a non-GAAP financial measure. See “Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures.” |
Selected Financial Data
The following tables summarize selected financial data as of and for the periods indicated:
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|
| Three months ended |
| Nine months ended | ||||||||||||||||||||||||||
|
| September 30, |
| June 30, |
| September 30, |
| September 30, |
| September 30, | ||||||||||||||||||||
| | | | | | | | | | | | | | | | |||||||||||||||
| | Three months ended | | Nine months ended | ||||||||||||||||||||||||||
| | September 30, | | June 30, | | September 30, | | September 30, | | September 30, | ||||||||||||||||||||
(dollars in thousands) |
| 2019 |
| 2019 |
| 2018 |
| 2019 |
| 2018 |
| 2023 |
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||||||||
Selected Average Balance Sheet Data |
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| |
| | |
| | |
| | |
| | |
| |
Loans |
| $ | 1,691,542 |
| $ | 1,724,081 |
| $ | 1,699,048 |
| $ | 1,715,629 |
| $ | 1,661,493 | | $ | 2,544,836 | | $ | 2,482,413 | | $ | 2,262,361 | | $ | 2,495,122 | | $ | 1,958,216 |
Investment securities |
|
| 257,561 |
|
| 255,502 |
|
| 248,568 |
|
| 255,903 |
|
| 256,331 | |
| 971,913 | |
| 1,007,792 | |
| 1,116,458 | |
| 1,004,436 | |
| 1,165,414 |
Assets |
|
| 2,176,862 |
|
| 2,200,797 |
|
| 2,144,841 |
|
| 2,185,868 |
|
| 2,115,708 | |
| 3,821,601 | |
| 3,785,487 | |
| 3,743,154 | |
| 3,799,645 | |
| 3,431,212 |
Deposits |
|
| 1,763,217 |
|
| 1,777,003 |
|
| 1,764,939 |
|
| 1,779,610 |
|
| 1,755,473 | |
| 2,844,758 | |
| 2,940,216 | |
| 2,995,071 | |
| 2,905,675 | |
| 2,851,425 |
Fed funds purchased | |
| 312,121 | |
| 360,033 | |
| 84,149 | |
| 320,861 | |
| 55,527 | |||||||||||||||
Short-term borrowings |
|
| 87,201 |
|
| 115,892 |
|
| 103,171 |
|
| 95,489 |
|
| 87,501 | | | 173,913 | | | — | | | 168,750 | | | 84,982 | | | 60,073 |
Long-term debt |
|
| 58,776 |
|
| 58,808 |
|
| 58,812 |
|
| 58,798 |
|
| 58,812 | |
| 58,914 | |
| 58,886 | |
| 58,843 | |
| 58,886 | |
| 58,875 |
Stockholders’ equity |
|
| 226,931 |
|
| 211,655 |
|
| 189,311 |
|
| 212,911 |
|
| 184,733 | |
| 361,735 | |
| 360,216 | |
| 372,274 | |
| 361,260 | |
| 345,192 |
|
|
|
|
|
|
|
|
|
|
|
| September 30, |
| June 30, |
| September 30, | |||
(dollars in thousands) |
| 2019 |
| 2019 |
| 2018 | |||
Selected Period End Balance Sheet Data |
|
|
|
|
|
|
|
|
|
Loans |
| $ | 1,686,087 |
| $ | 1,713,452 |
| $ | 1,724,656 |
Allowance for loan losses |
|
| (22,984) |
|
| (21,246) |
|
| (21,012) |
Investment securities |
|
| 281,391 |
|
| 256,252 |
|
| 246,387 |
Assets |
|
| 2,228,311 |
|
| 2,207,129 |
|
| 2,171,821 |
Deposits |
|
| 1,833,113 |
|
| 1,753,365 |
|
| 1,817,709 |
Long-term debt |
|
| 58,775 |
|
| 58,808 |
|
| 58,824 |
Total stockholders’ equity |
|
| 281,403 |
|
| 213,765 |
|
| 190,082 |
4149
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|
|
|
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|
|
|
|
|
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|
|
|
|
|
|
| Three months ended |
| Nine months ended | |||||||||||
|
| September 30, |
| June 30, |
| September 30, |
| September 30, |
| September 30, | |||||
(dollars in thousands) |
| 2019 |
| 2019 |
| 2018 |
| 2019 |
| 2018 | |||||
Selected Income Statement Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
| $ | 18,681 |
| $ | 18,291 |
| $ | 18,929 |
| $ | 56,092 |
| $ | 55,971 |
Provision for loan losses |
|
| 1,498 |
|
| 1,797 |
|
| 1,530 |
|
| 5,515 |
|
| 7,080 |
Noninterest income |
|
| 29,580 |
|
| 29,984 |
|
| 26,258 |
|
| 84,638 |
|
| 76,608 |
Noninterest expense |
|
| 37,327 |
|
| 35,261 |
|
| 34,336 |
|
| 106,102 |
|
| 100,414 |
Income before income taxes |
|
| 9,436 |
|
| 11,217 |
|
| 9,321 |
|
| 29,113 |
|
| 25,085 |
Income tax expense |
|
| 2,332 |
|
| 2,869 |
|
| 1,951 |
|
| 7,225 |
|
| 5,252 |
Net income |
| $ | 7,104 |
| $ | 8,348 |
| $ | 7,370 |
| $ | 21,888 |
| $ | 19,833 |
| | | | | | | | | | | | |
| | September 30, | | June 30, | | December 31, | | September 30, | ||||
(dollars in thousands) |
| 2023 |
| 2023 |
| 2022 |
| 2022 | ||||
Selected Period End Balance Sheet Data | | | | | | | | | | | | |
Loans | | $ | 2,606,430 | | $ | 2,533,522 | | $ | 2,443,994 | | $ | 2,318,231 |
Allowance for credit losses on loans | |
| (36,290) | |
| (35,696) | |
| (31,146) | |
| (30,968) |
Investment securities | |
| 943,269 | |
| 985,870 | |
| 1,039,226 | |
| 1,055,520 |
Assets | |
| 3,869,138 | |
| 3,832,978 | |
| 3,779,637 | |
| 3,691,253 |
Deposits | |
| 2,872,184 | |
| 2,852,855 | |
| 2,915,484 | |
| 2,961,811 |
Long-term debt | |
| 58,928 | |
| 58,900 | |
| 58,843 | |
| 58,836 |
Total stockholders’ equity | |
| 349,402 | |
| 357,685 | |
| 356,872 | |
| 344,839 |
| | | | | | | | | | | | | | | |
| | Three months ended | | Nine months ended | |||||||||||
| | September 30, | | June 30, | | September 30, | | September 30, | | September 30, | |||||
(dollars in thousands) |
| 2023 |
| 2023 |
| 2022 |
| 2023 |
| 2022 | |||||
Selected Income Statement Data | | | | | | | | | | | | | | | |
Net interest income | | $ | 20,395 | | $ | 22,234 | | $ | 28,316 | | $ | 66,287 | | $ | 72,765 |
Provision for credit losses | |
| — | |
| — | |
| — | |
| 550 | |
| — |
Noninterest income | |
| 28,407 | |
| 25,778 | |
| 27,010 | |
| 79,439 | |
| 85,706 |
Noninterest expense | |
| 37,260 | |
| 36,373 | |
| 42,767 | |
| 111,503 | |
| 120,822 |
Income before income taxes | |
| 11,542 | |
| 11,639 | |
| 12,559 | |
| 33,673 | |
| 37,649 |
Income tax expense | |
| 2,381 | |
| 2,535 | |
| 2,940 | |
| 7,222 | |
| 8,553 |
Net income | | $ | 9,161 | | $ | 9,104 | | $ | 9,619 | | $ | 26,451 | | $ | 29,096 |
Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures
In addition to the results presented in accordance with GAAP, wethe Company routinely supplement oursupplements its evaluation with an analysis of certain non-GAAP financial measures. These non-GAAP financial measures include the ratio of tangible common equity to tangible assets, tangible book value per common equity per share, return on average tangible common equity, net interest margin (tax-equivalent), and the efficiency ratio.ratio, as adjusted. Management uses these non-GAAP financial measures in its analysis of its performance, and believes financial analysts and others frequently use these measures, and other similar measures, to evaluate capital adequacy. Management calculates: (i) tangible common equity as total common stockholders' equity including ESOP-owned shares, less goodwill and other intangible assets; (ii) tangible book value per common equity per share as tangible common equity divided by shares of common stock outstanding; (iii) tangible assets as total assets, less goodwill and other intangible assets; (iv) return on average tangible common equity as net income adjusted for intangible amortization net of tax, divided by average tangible common equity; (v) net interest margin (tax-equivalent) as net interest income plus a tax-equivalent adjustment, divided by average earning assets; and (vi)(v) efficiency ratio, as adjusted, as noninterest expense less intangible amortization expense, divided by net interest income plus noninterest income plus a tax-equivalent adjustment.
50
The following tables present these non-GAAP financial measures along with the most directly comparable financial measures calculated in accordance with GAAP as of and for the periods indicated.indicated:
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| September 30, |
| June 30, |
| December 31, |
| September 30, |
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| 2019 |
| 2019 |
| 2018 |
| 2018 |
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| | | | | | | | | | | | | | |||||||||||||
|
| September 30, | | June 30, | | December 31, | | September 30, | | |||||||||||||||||
(dollars and shares in thousands, except per share data) |
| 2023 |
| 2023 |
| 2022 |
| 2022 |
| |||||||||||||||||
Tangible common equity to tangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| | | | | | | |
| | |
Total common stockholders’ equity |
| $ | 281,403 |
| $ | 213,765 |
| $ | 196,954 |
| $ | 190,082 |
| | $ | 349,402 | | $ | 357,685 | | $ | 356,872 | | $ | 344,839 | |
Less: Goodwill |
|
| 27,329 |
|
| 27,329 |
|
| 27,329 |
|
| 27,329 |
| |
| 46,783 | |
| 47,087 | |
| 47,087 | |
| 46,060 | |
Less: Other intangible assets |
|
| 19,382 |
|
| 20,372 |
|
| 22,473 |
|
| 23,523 |
| |
| 18,482 | |
| 19,806 | |
| 22,455 | |
| 23,779 | |
Tangible common equity (a) |
|
| 234,692 |
|
| 166,064 |
|
| 147,152 |
|
| 139,230 |
| |
| 284,137 | |
| 290,792 | |
| 287,330 | |
| 275,000 | |
Total assets |
|
| 2,228,311 |
|
| 2,207,129 |
|
| 2,179,070 |
|
| 2,171,821 |
| |
| 3,869,138 | |
| 3,832,978 | |
| 3,779,637 | |
| 3,691,253 | |
Less: Goodwill |
|
| 27,329 |
|
| 27,329 |
|
| 27,329 |
|
| 27,329 |
| |
| 46,783 | |
| 47,087 | |
| 47,087 | |
| 46,060 | |
Less: Other intangible assets |
|
| 19,382 |
|
| 20,372 |
|
| 22,473 |
|
| 23,523 |
| |
| 18,482 | |
| 19,806 | |
| 22,455 | |
| 23,779 | |
Tangible assets (b) |
|
| 2,181,600 |
|
| 2,159,428 |
|
| 2,129,268 |
|
| 2,120,969 |
| |
| 3,803,873 | |
| 3,766,085 | |
| 3,710,095 | |
| 3,621,414 | |
Tangible common equity to tangible assets (a)/(b) |
|
| 10.76 | % |
| 7.69 | % | $ | 6.91 | % |
| 6.56 | % | |
| 7.47 | % |
| 7.72 | % |
| 7.74 | % |
| 7.59 | % |
Tangible book value per common share |
|
|
|
|
|
|
|
|
|
|
|
|
| | | | | | | | | | | | | |
Total common stockholders’ equity |
| $ | 281,403 |
| $ | 213,765 |
| $ | 196,954 |
| $ | 190,082 |
| | $ | 349,402 | | $ | 357,685 | | $ | 356,872 | | $ | 344,839 | |
Less: Goodwill |
|
| 27,329 |
|
| 27,329 |
|
| 27,329 |
|
| 27,329 |
| | | 46,783 | | | 47,087 | | | 47,087 | | | 46,060 | |
Less: Other intangible assets |
|
| 19,382 |
|
| 20,372 |
|
| 22,473 |
|
| 23,523 |
| | | 18,482 | | | 19,806 | | | 22,455 | | | 23,779 | |
Tangible common equity (c) |
|
| 234,692 |
|
| 166,064 |
|
| 147,152 |
|
| 139,230 |
| | | 284,137 | | | 290,792 | | | 287,330 | | | 275,000 | |
Total common shares issued and outstanding (d) |
|
| 17,049 |
|
| 13,816 |
|
| 13,775 |
|
| 13,776 |
| | | 19,848 | | | 19,915 | |
| 19,992 | |
| 19,987 | |
Tangible book value per common share (c)/(d) |
| $ | 13.77 |
| $ | 12.02 |
| $ | 10.68 |
| $ | 10.11 |
| | $ | 14.32 | | $ | 14.60 | | $ | 14.37 | | $ | 13.76 | |
| | | | | | | | | | | | | | | | |
| | Three months ended | | Nine months ended | | |||||||||||
| | September 30, | | June 30, | | September 30, | | September 30, | | September 30, | | |||||
(dollars and shares in thousands, except per share data) |
| 2023 |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| |||||
Return on average tangible common equity | | | | | | | | | | | | | | | | |
Net income | | $ | 9,161 | | $ | 9,104 | | $ | 9,619 | | $ | 26,451 | | $ | 29,096 | |
Add: Intangible amortization expense (net of tax) | |
| 1,046 | |
| 1,046 | |
| 1,046 | |
| 3,138 | |
| 2,710 | |
Net income, excluding intangible amortization (e) | |
| 10,207 | |
| 10,150 | |
| 10,665 | |
| 29,589 | |
| 31,806 | |
Average total equity | |
| 361,735 | |
| 360,216 | |
| 372,274 | |
| 361,260 | |
| 345,192 | |
Less: Average goodwill | |
| 46,882 | |
| 47,087 | |
| 48,141 | |
| 47,018 | |
| 37,101 | |
Less: Average other intangible assets (net of tax) | |
| 15,109 | |
| 16,153 | |
| 19,466 | |
| 16,149 | |
| 16,605 | |
Average tangible common equity (f) | |
| 299,744 | |
| 296,976 | |
| 304,667 | |
| 298,093 | |
| 291,486 | |
Return on average tangible common equity (e)/(f) | |
| 13.51 | % |
| 13.71 | % |
| 13.89 | % |
| 13.27 | % |
| 14.59 | % |
Efficiency ratio | |
| | |
| | |
| | |
| | |
| | |
Noninterest expense | | $ | 37,260 | | $ | 36,373 | | $ | 42,767 | | $ | 111,503 | | $ | 120,822 | |
Less: Intangible amortization expense | |
| 1,324 | |
| 1,324 | |
| 1,324 | |
| 3,972 | |
| 3,430 | |
Adjusted noninterest expense (g) | |
| 35,936 | |
| 35,049 | |
| 41,443 | |
| 107,531 | |
| 117,392 | |
Net interest income | |
| 20,395 | |
| 22,234 | |
| 28,316 | |
| 66,287 | |
| 72,765 | |
Noninterest income | |
| 28,407 | |
| 25,778 | |
| 27,010 | |
| 79,439 | |
| 85,706 | |
Tax-equivalent adjustment | |
| 180 | |
| 140 | |
| 112 | |
| 444 | |
| 306 | |
Total tax-equivalent revenue (h) | |
| 48,982 | |
| 48,152 | |
| 55,438 | |
| 146,170 | |
| 158,777 | |
Efficiency ratio (g)/(h) | |
| 73.37 | % |
| 72.79 | % |
| 74.76 | % |
| 73.57 | % |
| 73.94 | % |
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended |
| Nine months ended |
| |||||||||||
|
| September 30, |
| June 30, |
| September 30, |
| September 30, |
| September 30, |
| |||||
|
| 2019 |
| 2019 |
| 2018 |
| 2019 |
| 2018 |
| |||||
Return on average tangible common equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
| $ | 7,104 |
| $ | 8,348 |
| $ | 7,370 |
| $ | 21,888 |
| $ | 19,833 |
|
Add: Intangible amortization expense (net of tax) |
|
| 782 |
|
| 830 |
|
| 945 |
|
| 2,442 |
|
| 2,835 |
|
Net income, excluding intangible amortization (e) |
|
| 7,886 |
|
| 9,178 |
|
| 8,315 |
|
| 24,330 |
|
| 22,668 |
|
Average total equity |
|
| 226,931 |
|
| 211,655 |
|
| 189,311 |
|
| 212,911 |
|
| 184,733 |
|
Less: Average goodwill |
|
| 27,329 |
|
| 27,329 |
|
| 27,329 |
|
| 27,329 |
|
| 27,329 |
|
Less: Average other intangible assets (net of tax) |
|
| 15,697 |
|
| 16,498 |
|
| 19,045 |
|
| 16,502 |
|
| 19,982 |
|
Average tangible common equity (f) |
|
| 183,905 |
|
| 167,828 |
|
| 142,937 |
|
| 169,080 |
|
| 137,422 |
|
Return on average tangible common equity (e)/(f) |
|
| 17.01 | % |
| 21.93 | % |
| 23.08 | % |
| 19.24 | % |
| 22.05 | % |
Net interest margin (tax-equivalent) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
| $ | 18,681 |
| $ | 18,291 |
| $ | 18,929 |
| $ | 56,092 |
| $ | 55,971 |
|
Tax-equivalent adjustment |
|
| 81 |
|
| 84 |
|
| 114 |
|
| 257 |
|
| 348 |
|
Tax-equivalent net interest income (g) |
|
| 18,762 |
|
| 18,375 |
|
| 19,043 |
|
| 56,349 |
|
| 56,319 |
|
Average earning assets (h) |
|
| 2,017,198 |
|
| 2,037,605 |
|
| 1,987,267 |
|
| 2,024,814 |
|
| 1,955,253 |
|
Net interest margin (tax-equivalent) (g)/(h) |
|
| 3.69 | % |
| 3.62 | % |
| 3.80 | % |
| 3.72 | % |
| 3.85 | % |
Efficiency ratio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest expense |
| $ | 37,327 |
| $ | 35,261 |
| $ | 34,336 |
| $ | 106,102 |
| $ | 100,414 |
|
Less: Intangible amortization expense |
|
| 990 |
|
| 1,050 |
|
| 1,196 |
|
| 3,091 |
|
| 3,588 |
|
Adjusted noninterest expense (i) |
|
| 36,337 |
|
| 34,211 |
|
| 33,140 |
|
| 103,011 |
|
| 96,826 |
|
Net interest income |
|
| 18,681 |
|
| 18,291 |
|
| 18,929 |
|
| 56,092 |
|
| 55,971 |
|
Noninterest income |
|
| 29,580 |
|
| 29,984 |
|
| 26,258 |
|
| 84,638 |
|
| 76,608 |
|
Tax-equivalent adjustment |
|
| 81 |
|
| 84 |
|
| 114 |
|
| 257 |
|
| 348 |
|
Total tax-equivalent revenue (j) |
|
| 48,342 |
|
| 48,359 |
|
| 45,301 |
|
| 140,987 |
|
| 132,927 |
|
Efficiency ratio (i)/(j) |
|
| 75.17 | % |
| 70.74 | % |
| 73.16 | % |
| 73.06 | % |
| 72.84 | % |
Discussion and Analysis of Results of Operations
Net Income
Net income for the three months ended September 30, 20192023, was $7.1$9.2 million, or $0.48$0.45 per diluted common share, a $0.5 million, or 4.8%, decrease compared to $7.4$9.6 million, or $0.52$0.47 per diluted common share, for the three months ended September 30, 2018. The decrease2022. Earnings for the third quarter of $266 thousand in net income was2023 compared to the third quarter of 2022
51
decreased primarily due to an increase of $3.3a $7.9 million in noninterest income, offset by increases of $3.0 million in noninterest expense and $381 thousand in income tax expense and a $248 thousand decrease in net interest income. This negative result was partially offset by a $1.4 million increase in noninterest income and a $5.5 million decrease in noninterest expense.
Net income for the nine months ended September 30, 20192023, was $21.9$26.5 million, or $1.49$1.30 per diluted common share, a $2.6 million, or 9.1%, decrease compared to $19.8$29.1 million, or $1.41$1.56 per diluted common share, for the nine months ended September 30, 2018. The increase of $2.1 million in net income in2022. Earnings for the first nine months of 2019ended September 30, 2023 compared to the nine months ended September 30, 2022 decreased primarily reflects an increase of $8.0 million in noninterest income anddue to a $1.6$6.5 million decrease in net interest income, a $550 thousand increase in provision for loancredit losses, and a $6.3 million decrease in noninterest income. These negative results were partially offset by an increase of $5.7a $9.3 million decrease in noninterest expense and an increase in income tax expense of $2.0 million.expense.
Net Interest Income
Net interest income is the difference between interest income and yield‑relatedyield-related fees earned on assets and interest expense paid on liabilities. Net interest margin is the difference between the yield on interest earning assets and the cost of interest-bearing liabilities as a percentage of interest earning assets. Net interest margin is presented on a tax-equivalent basis, which means that tax-free interest income has been adjusted to a pre-tax-equivalent income, assuming a federal income tax rate of 21% for the three and nine months ended September 30, 20192023 and 2018.2022.
Net interest income for the three months ended September 30, 2023, was $18.7$20.4 million, and $18.9a decrease of $7.9 million, or 28.0%, compared to $28.3 million for the three months ended September 30, 2019 and 2018, respectively. The three months ended September 30, 2019 included2022. Net interest income for the third quarter of 2023 decreased compared to the third quarter of 2022 primarily due to the increasing cost of interest-bearing liabilities as interest expense increased $17.7 million mainly driven by an increase of 252 basis points in the average rate paid on interest-bearing liabilities. In addition, the average balance of interest-bearing liabilities increased $310.5 million. This was partially offset by a $1.4$9.8 million increase in interest income, offset by a $1.7as interest earning assets increased $73.1 million increase inwhile the interest expense, compared to the same period in 2018.earning asset yield increased 101 basis points. The increase in interest incomeearning assets was primarily driven by an increase of $1.3 million in interest and fees on loans, whereas thedue to organic growth. The increase in interest-bearing liabilities was due to a decrease in deposits which were replaced with wholesale borrowings and a shift from noninterest-bearing deposits to interest-bearing deposits.
Net interest expense was primarily driven by an increase of $1.7 million in deposit interest expense. The change in interest and fees
43
on loansincome for the threenine months ended September 30, 2019,2023, was $66.3 million, a decrease of $6.5 million, or 8.9%, compared to the same period 2018 was driven by a combination of growth in total loans and by higher interest rates. The increase in deposit interest expense during the three months ended September 30, 2019, was primarily due to higher average rates paid on deposits as a result of the increase in the target federal funds rate, as well as an increase in total deposits compared to the same period in 2018.
Net interest income was $56.1 million and $56.0$72.8 million for the nine months ended September 30, 2019 and 2018, respectively. The nine months ended September 30, 2019 included a $5.9 million increase in2022. Net interest income offset by a $5.8 million increase in interest expense, compared to the same period in 2018. The increase in interest income was primarily driven by an increase of $5.6 million in interest and fees on loans, whereas the increase in interest expense was primarily driven by an increase of $5.3 million in deposit interest expense and an increase of $500 thousand in interest expense on other borrowed funds. The change in interest and fees on loans for the nine months ended September 30, 20192023, decreased compared to the same period 2018 was driven by a combination of growth in total loans and by higher interest rates. The increase in deposit interest expense during the nine months ended September 30, 20192022, primarily due to a 231 basis point increase in the average rate paid on interest-bearing liabilities in addition to an increase of $446.6 million in the average balance of interest-bearing liabilities. This was drivenpartially offset by increases of 121 basis points in the average rate paid on interest earning assets and the average balance of interest earning assets. The average balance of interest earning assets increased $335.1 million. The increase in interest earning assets was due to a combination of organic growth in total deposits and higher average rates paid on deposits as a resultthe acquisition of theMetro Phoenix Bank. The increase in the target federal fund rate, comparedinterest-bearing liabilities was due to the same periodacquisition of Metro Phoenix Bank and a decrease in 2018.noninterest-bearing liabilities.
Our netNet interest margin (on a fully tax-equivalent, or FTE basis) for the three months ended September 30, 20192023, was 3.69%2.27%, compared to 3.80%3.21% for the same period in 2018. The decrease of 11 basis points was primarily a result of an increased cost of funds compared to the same period in 2018. For the three months ended September 30, 2019 and 2018, the average yield on total loans was 5.06% and 4.77%, respectively. For the three months ended September 30, 2019 and 2018, the cost of interest-bearing liabilities was 1.39% and 0.94%, respectively.2022.
Our netNet interest margin (FTE)(on a FTE basis) for the nine months ended September 30, 20192023, was 3.72%2.50%, compared to 3.85%3.02% for the same period in 2018. The decrease of 13 basis points was primarily2022.
As a result of an increased cost ofthe recent and expected increases in the target federal funds compared tointerest rate, the same periodCompany anticipates that net interest income and net interest margin (on a FTE basis) will remain under pressure in 2018. For the nine months ended September 30, 2019 and 2018, the average yield on total loans was 5.03% and 4.77%, respectively. For the nine months ended September 30, 2019 and 2018, the cost of interest-bearing liabilities was 1.33% and 0.83%, respectively.
future periods.
4452
The following tables presenttable presents average balance sheet information, interest income, interest expense and the corresponding average yields on assets, and average yields earned, and rates paid for the three and nine months ended September 30, 20192023 and 2018. We2022. The Company derived these yields and rates by dividing income or expense by the average balance of the corresponding assets or liabilities. WeThe Company derived average balances from the daily balances throughout the periods indicated. Average loan balances include loans that have been placed on nonaccrual, while interest previously accrued on these loans is reversed against interest income. In these tables, adjustments are made to the yields on tax‑exempttax-exempt assets in order to present tax‑exempttax-exempt income and fully taxable income on a comparable basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended September 30, |
| ||||||||||||||
|
| 2019 |
| 2018 |
| ||||||||||||
|
|
|
|
| Interest |
| Average |
|
|
|
| Interest |
| Average |
| ||
|
| Average |
| Income/ |
| Yield/ |
| Average |
| Income/ |
| Yield/ |
| ||||
(dollars in thousands) |
| Balance |
| Expense |
| Rate |
| Balance |
| Expense |
| Rate |
| ||||
Interest Earning Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits with banks |
| $ | 12,998 |
| $ | 83 |
| 2.53 | % | $ | 7,260 |
| $ | 43 |
| 2.35 | % |
Investment securities (1) |
|
| 257,561 |
|
| 1,580 |
| 2.43 | % |
| 248,568 |
|
| 1,510 |
| 2.41 | % |
Loans held for sale |
|
| 45,794 |
|
| 359 |
| 3.11 | % |
| 22,438 |
|
| 182 |
| 3.22 | % |
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
|
| 494,081 |
|
| 6,830 |
| 5.48 | % |
| 524,601 |
|
| 6,867 |
| 5.19 | % |
Real estate construction |
|
| 25,137 |
|
| 352 |
| 5.56 | % |
| 23,999 |
|
| 326 |
| 5.39 | % |
Commercial real estate |
|
| 439,751 |
|
| 5,866 |
| 5.29 | % |
| 435,950 |
|
| 5,133 |
| 4.67 | % |
Total commercial |
|
| 958,969 |
|
| 13,048 |
| 5.40 | % |
| 984,550 |
|
| 12,326 |
| 4.97 | % |
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate first mortgage |
|
| 454,971 |
|
| 4,789 |
| 4.18 | % |
| 434,691 |
|
| 4,530 |
| 4.13 | % |
Residential real estate junior lien |
|
| 184,124 |
|
| 2,611 |
| 5.63 | % |
| 188,897 |
|
| 2,563 |
| 5.38 | % |
Other revolving and installment |
|
| 93,478 |
|
| 1,117 |
| 4.74 | % |
| 90,910 |
|
| 1,009 |
| 4.40 | % |
Total consumer |
|
| 732,573 |
|
| 8,517 |
| 4.61 | % |
| 714,498 |
|
| 8,102 |
| 4.50 | % |
Total loans (1) |
|
| 1,691,542 |
|
| 21,565 |
| 5.06 | % |
| 1,699,048 |
|
| 20,428 |
| 4.77 | % |
Federal Reserve/FHLB Stock |
|
| 9,303 |
|
| 119 |
| 5.07 | % |
| 9,953 |
|
| 148 |
| 5.90 | % |
Total interest earning assets |
|
| 2,017,198 |
|
| 23,706 |
| 4.66 | % |
| 1,987,267 |
|
| 22,311 |
| 4.45 | % |
Noninterest earning assets |
|
| 159,664 |
|
|
|
|
|
|
| 157,574 |
|
|
|
|
|
|
Total assets |
| $ | 2,176,862 |
|
|
|
|
|
| $ | 2,144,841 |
|
|
|
|
|
|
Interest-Bearing Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits |
| $ | 424,896 |
| $ | 522 |
| 0.49 | % | $ | 393,390 |
| $ | 231 |
| 0.23 | % |
Money market and savings deposits |
|
| 649,190 |
|
| 2,162 |
| 1.32 | % |
| 619,386 |
|
| 1,042 |
| 0.67 | % |
Time deposits |
|
| 187,023 |
|
| 822 |
| 1.74 | % |
| 207,009 |
|
| 517 |
| 0.99 | % |
Short-term borrowings |
|
| 87,201 |
|
| 539 |
| 2.46 | % |
| 103,171 |
|
| 575 |
| 2.21 | % |
Long-term debt |
|
| 58,776 |
|
| 899 |
| 6.07 | % |
| 58,812 |
|
| 903 |
| 6.09 | % |
Total interest-bearing liabilities |
|
| 1,407,086 |
|
| 4,944 |
| 1.39 | % |
| 1,381,768 |
|
| 3,268 |
| 0.94 | % |
Noninterest-Bearing Liabilities and Stockholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing deposits |
|
| 502,108 |
|
|
|
|
|
|
| 545,154 |
|
|
|
|
|
|
Other noninterest-bearing liabilities |
|
| 40,737 |
|
|
|
|
|
|
| 28,608 |
|
|
|
|
|
|
Stockholders’ equity |
|
| 226,931 |
|
|
|
|
|
|
| 189,311 |
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
| $ | 2,176,862 |
|
|
|
|
|
| $ | 2,144,841 |
|
|
|
|
|
|
Net interest rate spread |
|
|
|
|
|
|
| 3.27 | % |
|
|
|
|
|
| 3.51 | % |
Net interest rate margin (2) |
|
|
|
|
|
|
| 3.69 | % |
|
|
|
|
|
| 3.80 | % |
45
| | | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | ||||||||||||||
| | 2023 | | 2022 | | ||||||||||||
| | | | | Interest | | Average | | | | | Interest | | Average | | ||
| | Average | | Income/ | | Yield/ | | Average | | Income/ | | Yield/ | | ||||
(dollars in thousands) |
| Balance |
| Expense |
| Rate |
| Balance |
| Expense |
| Rate |
| ||||
Interest Earning Assets | | | | | | | | | | | | | | | | | |
Interest-bearing deposits with banks | | $ | 29,450 | | $ | 229 |
| 3.09 | % | $ | 72,157 | | $ | 368 |
| 2.02 | % |
Investment securities (1) | |
| 971,913 | |
| 6,377 |
| 2.60 | % |
| 1,116,458 | |
| 6,204 |
| 2.20 | % |
Fed funds sold | | | — | | | — | | — | % | | 21,893 | | | 131 | | 2.37 | % |
Loans held for sale | |
| 16,518 | |
| 231 |
| 5.55 | % |
| 27,032 | |
| 282 |
| 4.14 | % |
Loans | |
|
| |
|
|
|
| |
|
| |
|
|
|
| |
Commercial: | |
|
| |
| |
|
| |
|
| |
| |
|
| |
Commercial and industrial | |
| 555,649 | |
| 9,258 |
| 6.61 | % |
| 566,987 | |
| 7,729 |
| 5.41 | % |
Real estate construction | |
| 88,450 | |
| 1,900 |
| 8.52 | % |
| 70,545 | |
| 996 |
| 5.60 | % |
Commercial real estate | |
| 998,636 | |
| 13,219 |
| 5.25 | % |
| 807,505 | |
| 8,279 |
| 4.07 | % |
Total commercial | |
| 1,642,735 | |
| 24,377 |
| 5.89 | % |
| 1,445,037 | |
| 17,004 |
| 4.67 | % |
Consumer | |
|
| |
|
|
|
| |
|
| |
|
|
|
| |
Residential real estate first mortgage | |
| 714,874 | |
| 7,007 |
| 3.89 | % |
| 624,826 | |
| 5,580 |
| 3.54 | % |
Residential real estate junior lien | |
| 154,939 | |
| 3,004 |
| 7.69 | % |
| 140,664 | |
| 1,918 |
| 5.41 | % |
Other revolving and installment | |
| 32,288 | |
| 497 |
| 6.11 | % |
| 51,834 | |
| 651 |
| 4.98 | % |
Total consumer | |
| 902,101 | |
| 10,508 |
| 4.62 | % |
| 817,324 | |
| 8,149 |
| 3.96 | % |
Total loans (1) | |
| 2,544,836 | |
| 34,885 |
| 5.44 | % |
| 2,262,361 | |
| 25,153 |
| 4.41 | % |
Federal Reserve/FHLB Stock | |
| 28,761 | |
| 495 |
| 6.83 | % |
| 18,449 | |
| 249 |
| 5.35 | % |
Total interest earning assets | |
| 3,591,478 | | | 42,217 |
| 4.66 | % |
| 3,518,350 | |
| 32,387 |
| 3.65 | % |
Noninterest earning assets | | | 230,123 | | | | | | | | 224,804 | | | | | | |
Total assets | | $ | 3,821,601 | | |
|
|
| | $ | 3,743,154 | |
|
|
|
| |
Interest-Bearing Liabilities | |
|
| |
|
|
|
| |
|
| |
|
|
|
| |
Interest-bearing demand deposits | | $ | 751,455 | | $ | 2,534 |
| 1.34 | % | $ | 659,696 | | $ | 211 |
| 0.13 | % |
Money market and savings deposits | |
| 1,073,297 | |
| 8,650 |
| 3.20 | % |
| 1,180,576 | |
| 1,202 |
| 0.40 | % |
Time deposits | |
| 327,264 | |
| 3,252 |
| 3.94 | % |
| 234,459 | |
| 439 |
| 0.74 | % |
Fed funds purchased | |
| 312,121 | |
| 4,327 |
| 5.50 | % |
| 84,149 | |
| 787 |
| 3.71 | % |
Short-term borrowings | | | 173,913 | |
| 2,201 |
| 5.02 | % |
| 168,750 | |
| 729 |
| 1.71 | % |
Long-term debt | |
| 58,914 | |
| 679 |
| 4.57 | % |
| 58,843 | |
| 591 |
| 3.98 | % |
Total interest-bearing liabilities | |
| 2,696,964 | |
| 21,643 |
| 3.18 | % |
| 2,386,473 | |
| 3,959 |
| 0.66 | % |
Noninterest-Bearing Liabilities and Stockholders' Equity | |
| | | | |
|
| |
| | |
|
|
|
| |
Noninterest-bearing deposits | |
| 692,742 | | | |
|
| |
| 920,340 | |
|
|
|
| |
Other noninterest-bearing liabilities | |
| 70,160 | | | |
|
| |
| 64,067 | |
|
|
|
| |
Stockholders’ equity | |
| 361,735 | | | |
|
| |
| 372,274 | |
|
|
|
| |
Total liabilities and stockholders’ equity | | $ | 3,821,601 | | | |
|
| | $ | 3,743,154 | |
|
|
|
| |
Net interest income | | | | | $ | 20,574 |
|
| |
|
| | $ | 28,428 |
|
| |
Net interest rate spread | |
| | |
| | | 1.48 | % |
|
| |
|
|
| 2.99 | % |
Net interest margin on FTE basis (1) | |
| | |
| | | 2.27 | % |
|
| |
|
|
| 3.21 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine months ended September 30, |
| ||||||||||||||
|
| 2019 |
| 2018 |
| ||||||||||||
|
|
|
|
| Interest |
| Average |
|
|
|
| Interest |
| Average |
| ||
|
| Average |
| Income/ |
| Yield/ |
| Average |
| Income/ |
| Yield/ |
| ||||
(dollars in thousands) |
| Balance |
| Expense |
| Rate |
| Balance |
| Expense |
| Rate |
| ||||
Interest Earning Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits with banks |
| $ | 12,910 |
| $ | 231 |
| 2.39 | % | $ | 7,905 |
| $ | 121 |
| 2.05 | % |
Investment securities (1) |
|
| 255,903 |
|
| 4,803 |
| 2.51 | % |
| 256,331 |
|
| 4,648 |
| 2.42 | % |
Loans held for sale |
|
| 30,734 |
|
| 745 |
| 3.24 | % |
| 20,217 |
|
| 459 |
| 3.04 | % |
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
|
| 509,806 |
|
| 20,966 |
| 5.50 | % |
| 514,940 |
|
| 19,549 |
| 5.08 | % |
Real estate construction |
|
| 23,532 |
|
| 975 |
| 5.54 | % |
| 24,533 |
|
| 1,000 |
| 5.45 | % |
Commercial real estate |
|
| 444,964 |
|
| 16,768 |
| 5.04 | % |
| 441,209 |
|
| 15,665 |
| 4.75 | % |
Total commercial |
|
| 978,302 |
|
| 38,709 |
| 5.29 | % |
| 980,682 |
|
| 36,214 |
| 4.94 | % |
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate first mortgage |
|
| 455,898 |
|
| 14,496 |
| 4.25 | % |
| 402,644 |
|
| 12,528 |
| 4.16 | % |
Residential real estate junior lien |
|
| 186,744 |
|
| 8,028 |
| 5.75 | % |
| 191,348 |
|
| 7,665 |
| 5.36 | % |
Other revolving and installment |
|
| 94,685 |
|
| 3,286 |
| 4.64 | % |
| 86,819 |
|
| 2,830 |
| 4.36 | % |
Total consumer |
|
| 737,327 |
|
| 25,810 |
| 4.68 | % |
| 680,811 |
|
| 23,023 |
| 4.52 | % |
Total loans (1) |
|
| 1,715,629 |
|
| 64,519 |
| 5.03 | % |
| 1,661,493 |
|
| 59,237 |
| 4.77 | % |
Federal Reserve/FHLB Stock |
|
| 9,638 |
|
| 372 |
| 5.16 | % |
| 9,307 |
|
| 354 |
| 5.09 | % |
Total interest earning assets |
|
| 2,024,814 |
|
| 70,670 |
| 4.67 | % |
| 1,955,253 |
|
| 64,819 |
| 4.43 | % |
Noninterest earning assets |
|
| 161,054 |
|
|
|
|
|
|
| 160,455 |
|
|
|
|
|
|
Total assets |
| $ | 2,185,868 |
|
|
|
|
|
| $ | 2,115,708 |
|
|
|
|
|
|
Interest-Bearing Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits |
| $ | 423,181 |
| $ | 1,415 |
| 0.45 | % | $ | 405,837 |
| $ | 699 |
| 0.23 | % |
Money market and savings deposits |
|
| 675,921 |
|
| 6,217 |
| 1.23 | % |
| 618,700 |
|
| 2,552 |
| 0.55 | % |
Time deposits |
|
| 183,686 |
|
| 2,170 |
| 1.58 | % |
| 199,928 |
|
| 1,230 |
| 0.82 | % |
Short-term borrowings |
|
| 95,489 |
|
| 1,805 |
| 2.53 | % |
| 87,501 |
|
| 1,331 |
| 2.03 | % |
Long-term debt |
|
| 58,798 |
|
| 2,714 |
| 6.17 | % |
| 58,812 |
|
| 2,688 |
| 6.11 | % |
Total interest-bearing liabilities |
|
| 1,437,075 |
|
| 14,321 |
| 1.33 | % |
| 1,370,778 |
|
| 8,500 |
| 0.83 | % |
Noninterest-Bearing Liabilities and Stockholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing deposits |
|
| 496,822 |
|
|
|
|
|
|
| 531,008 |
|
|
|
|
|
|
Other noninterest-bearing liabilities |
|
| 39,060 |
|
|
|
|
|
|
| 29,189 |
|
|
|
|
|
|
Stockholders’ equity |
|
| 212,911 |
|
|
|
|
|
|
| 184,733 |
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
| $ | 2,185,868 |
|
|
|
|
|
| $ | 2,115,708 |
|
|
|
|
|
|
Net interest rate spread |
|
|
|
|
|
|
| 3.34 | % |
|
|
|
|
|
| 3.60 | % |
Net interest rate margin (2) |
|
|
|
|
|
|
| 3.72 | % |
|
|
|
|
|
| 3.85 | % |
| (1) |
| Taxable equivalent adjustment was calculated utilizing a marginal income tax rate of 21.0 percent. |
|
|
4653
| | | | | | | | | | | | | | | | | |
| | Nine months ended September 30, | | ||||||||||||||
| | 2023 | | 2022 | | ||||||||||||
|
| | |
| Interest |
| Average |
| | |
| Interest |
| Average | | ||
| | Average | | Income/ | | Yield/ | | Average | | Income/ | | Yield/ | | ||||
(dollars in thousands) | | Balance | | Expense | | Rate | | Balance | | Expense | | Rate | | ||||
Interest Earning Assets |
| |
|
| |
|
|
|
| |
|
| |
|
|
|
|
Interest-bearing deposits with banks | | $ | 35,892 | | $ | 927 | | 3.45 | % | $ | 68,811 | | $ | 442 | | 0.86 | % |
Investment securities (1) | |
| 1,004,436 | |
| 18,928 | | 2.52 | % |
| 1,165,414 | |
| 18,255 | | 2.09 | % |
Fed funds sold | | | — | | | — | | — | % | | 7,378 | | | 131 | | 2.37 | % |
Loans held for sale | |
| 13,822 | |
| 547 | | 5.29 | % |
| 27,864 | |
| 689 | | 3.31 | % |
Loans | |
|
| |
|
| |
| |
|
| |
|
| |
| |
Commercial: | |
|
| |
| | |
| |
|
| |
| | |
| |
Commercial and industrial | |
| 553,460 | |
| 27,037 | | 6.53 | % |
| 488,771 | |
| 17,797 | | 4.87 | % |
Real estate construction | |
| 93,098 | |
| 5,197 | | 7.46 | % |
| 52,212 | |
| 1,839 | | 4.71 | % |
Commercial real estate | |
| 956,018 | |
| 36,485 | | 5.10 | % |
| 670,854 | |
| 19,378 | | 3.86 | % |
Total commercial | |
| 1,602,576 | |
| 68,719 | | 5.73 | % |
| 1,211,837 | |
| 39,014 | | 4.30 | % |
Consumer | |
|
| |
|
| |
| |
|
| |
|
| |
| |
Residential real estate first mortgage | |
| 700,734 | |
| 19,942 | | 3.80 | % |
| 561,261 | |
| 14,472 | | 3.45 | % |
Residential real estate junior lien | |
| 153,664 | |
| 8,565 | | 7.45 | % |
| 132,968 | |
| 4,829 | | 4.86 | % |
Other revolving and installment | |
| 38,148 | |
| 1,708 | | 5.99 | % |
| 52,150 | |
| 1,791 | | 4.59 | % |
Total consumer | |
| 892,546 | |
| 30,215 | | 4.53 | % |
| 746,379 | |
| 21,092 | | 3.78 | % |
Total loans (1) | |
| 2,495,122 | |
| 98,934 | | 5.30 | % |
| 1,958,216 | |
| 60,106 | | 4.10 | % |
Federal Reserve/FHLB Stock | |
| 25,403 | |
| 1,294 | | 6.81 | % |
| 11,877 | |
| 448 | | 5.04 | % |
Total interest earning assets | |
| 3,574,675 | |
| 120,630 | | 4.51 | % |
| 3,239,560 | |
| 80,071 | | 3.30 | % |
Noninterest earning assets | | | 224,970 | | | | | | | | 191,652 | | | | | | |
Total assets | | $ | 3,799,645 | |
|
| |
| | $ | 3,431,212 | |
|
| |
| |
Interest-Bearing Liabilities | |
|
| |
|
| |
| |
|
| |
|
| |
| |
Interest-bearing demand deposits | | $ | 757,995 | | $ | 6,559 | | 1.16 | % | $ | 692,310 | | $ | 637 | | 0.12 | % |
Money market and savings deposits | |
| 1,127,630 | |
| 22,915 | | 2.72 | % |
| 1,089,137 | |
| 1,943 | | 0.24 | % |
Time deposits | |
| 276,797 | |
| 6,744 | | 3.26 | % |
| 224,603 | |
| 914 | | 0.54 | % |
Fed funds purchased | |
| 320,861 | |
| 12,556 | | 5.23 | % |
| 55,527 | |
| 1,027 | | 2.47 | % |
Short-term borrowings | | | 84,982 | |
| 3,128 | | 4.92 | % |
| 60,073 | |
| 767 | | 1.71 | % |
Long-term debt | |
| 58,886 | |
| 1,999 | | 4.54 | % |
| 58,875 | |
| 1,712 | | 3.89 | % |
Total interest-bearing liabilities | |
| 2,627,151 | |
| 53,901 | | 2.74 | % |
| 2,180,525 | |
| 7,000 | | 0.43 | % |
Noninterest-Bearing Liabilities and Stockholders' Equity | |
| | |
|
| |
| |
| | |
|
| |
| |
Noninterest-bearing deposits | | | 743,253 | |
|
| |
| |
| 845,375 | | | | | | |
Other noninterest-bearing liabilities | |
| 67,981 | |
|
| |
| |
| 60,120 | |
|
| |
| |
Stockholders’ equity | |
| 361,260 | |
|
| |
| |
| 345,192 | |
|
| |
| |
Total liabilities and stockholders’ equity | | $ | 3,799,645 | |
|
| |
| | $ | 3,431,212 | |
|
| |
| |
Net interest income | |
|
| | $ | 66,729 | |
| |
|
| | $ | 73,071 | |
| |
Net interest rate spread | |
|
| |
|
| | 1.77 | % |
|
| |
|
| | 2.87 | % |
Net interest margin on FTE basis (1) | |
|
| |
|
| | 2.50 | % |
|
| |
|
| | 3.02 | % |
| (1) | Taxable equivalent adjustment was calculated utilizing a marginal income tax rate of 21.0 percent. |
Interest Rates and Operating Interest Differential
Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following table shows the effect that these factors had on the interest earned on our interest earning assets and the interest incurred on our interest-bearing liabilities. The effect of changes in volume is determined by multiplying the change in
54
volume by the previous period’s average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the previous period’s volume.
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2023 | | Nine months ended September 30, 2023 | ||||||||||||||
| | Compared with | | Compared with | ||||||||||||||
| | Three Months Ended September 30, 2022 | | Nine months ended September 30, 2022 | ||||||||||||||
| | Change due to: | | Interest | | Change due to: | | Interest | ||||||||||
(tax-equivalent basis, dollars in thousands) |
| Volume |
| Rate |
| Variance |
| Volume |
| Rate |
| Variance | ||||||
Interest earning assets | | | | | | | | | |
| |
|
| |
|
| |
|
Interest-bearing deposits with banks | | $ | (217) | | $ | 78 | | $ | (139) | | $ | (212) | | $ | 697 | | $ | 485 |
Investment securities | |
| (802) | |
| 975 | |
| 173 | |
| (2,516) | |
| 3,189 | |
| 673 |
Loans held for sale | | | (131) | | | — | | | (131) | | | (131) | | | — | | | (131) |
Loans held for sale | |
| (110) | |
| 59 | |
| (51) | |
| (348) | |
| 206 | |
| (142) |
Loans | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Commercial: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Commercial and industrial | |
| (155) | |
| 1,684 | |
| 1,529 | |
| 2,356 | |
| 6,884 | |
| 9,240 |
Real estate construction | |
| 253 | |
| 651 | |
| 904 | |
| 1,440 | |
| 1,918 | |
| 3,358 |
Commercial real estate | |
| 1,961 | |
| 2,979 | |
| 4,940 | |
| 8,233 | |
| 8,874 | |
| 17,107 |
Total commercial | |
| 2,059 | |
| 5,314 | |
| 7,373 | |
| 12,029 | |
| 17,676 | |
| 29,705 |
Consumer | |
| | |
|
| |
|
| |
|
| |
|
| |
|
|
Residential real estate first mortgage | |
| 803 | |
| 624 | |
| 1,427 | |
| 3,599 | |
| 1,871 | |
| 5,470 |
Residential real estate junior lien | |
| 195 | |
| 891 | |
| 1,086 | |
| 752 | |
| 2,984 | |
| 3,736 |
Other revolving and installment | |
| (245) | |
| 91 | |
| (154) | |
| (481) | |
| 398 | |
| (83) |
Total consumer | |
| 753 | |
| 1,606 | |
| 2,359 | |
| 3,870 | |
| 5,253 | |
| 9,123 |
Total loans | |
| 2,812 | |
| 6,920 | |
| 9,732 | |
| 15,899 | |
| 22,929 | |
| 38,828 |
Federal Reserve/FHLB Stock | |
| 139 | |
| 107 | |
| 246 | |
| 510 | |
| 336 | |
| 846 |
Total interest income | |
| 1,691 | |
| 8,139 | |
| 9,830 | |
| 13,202 | |
| 27,357 | |
| 40,559 |
Interest-bearing liabilities | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Interest-bearing demand deposits | |
| 30 | |
| 2,293 | |
| 2,323 | |
| 59 | |
| 5,863 | |
| 5,922 |
Money market and savings deposits | |
| (108) | |
| 7,556 | |
| 7,448 | |
| 69 | |
| 20,903 | |
| 20,972 |
Time deposits | |
| 173 | |
| 2,640 | |
| 2,813 | |
| 211 | |
| 5,619 | |
| 5,830 |
Fed funds purchased | |
| 2,132 | |
| 1,408 | |
| 3,540 | |
| 4,902 | |
| 6,627 | |
| 11,529 |
Short-term borrowings | | | 22 | |
| 1,450 | |
| 1,472 | |
| 319 | |
| 2,042 | |
| 2,361 |
Long-term debt | |
| 1 | |
| 87 | |
| 88 | |
| — | |
| 287 | |
| 287 |
Total interest expense | |
| 2,250 | |
| 15,434 | |
| 17,684 | |
| 5,560 | |
| 41,341 | |
| 46,901 |
Change in net interest income | | $ | (559) | | $ | (7,295) | | $ | (7,854) | | $ | 7,642 | | $ | (13,984) | | $ | (6,342) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended September 30, 2019 |
| Nine months ended September 30, 2019 | ||||||||||||||
|
| Compared with |
| Compared with | ||||||||||||||
|
| Three Months Ended September 30, 2018 |
| Nine months ended September 30, 2018 | ||||||||||||||
|
| Change due to: |
| Interest |
| Change due to: |
| Interest | ||||||||||
(tax-equivalent basis, dollars in thousands) |
| Volume |
| Rate |
| Variance |
| Volume |
| Rate |
| Variance | ||||||
Interest earning assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits with banks |
| $ | 34 |
| $ | 6 |
| $ | 40 |
| $ | 77 |
| $ | 33 |
| $ | 110 |
Investment securities |
|
| 55 |
|
| 15 |
|
| 70 |
|
| (8) |
|
| 163 |
|
| 155 |
Loans held for sale |
|
| 190 |
|
| (13) |
|
| 177 |
|
| 239 |
|
| 47 |
|
| 286 |
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
|
| (399) |
|
| 362 |
|
| (37) |
|
| (195) |
|
| 1,612 |
|
| 1,417 |
Real estate construction |
|
| 15 |
|
| 11 |
|
| 26 |
|
| (41) |
|
| 16 |
|
| (25) |
Commercial real estate |
|
| 45 |
|
| 688 |
|
| 733 |
|
| 133 |
|
| 970 |
|
| 1,103 |
Total commercial |
|
| (339) |
|
| 1,061 |
|
| 722 |
|
| (103) |
|
| 2,598 |
|
| 2,495 |
Consumer |
|
| ` |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate first mortgage |
|
| 211 |
|
| 48 |
|
| 259 |
|
| 1,657 |
|
| 311 |
|
| 1,968 |
Residential real estate junior lien |
|
| (65) |
|
| 113 |
|
| 48 |
|
| (185) |
|
| 548 |
|
| 363 |
Other revolving and installment |
|
| 28 |
|
| 80 |
|
| 108 |
|
| 257 |
|
| 199 |
|
| 456 |
Total consumer |
|
| 174 |
|
| 241 |
|
| 415 |
|
| 1,729 |
|
| 1,058 |
|
| 2,787 |
Total loans |
|
| (165) |
|
| 1,302 |
|
| 1,137 |
|
| 1,626 |
|
| 3,656 |
|
| 5,282 |
Federal Reserve/FHLB Stock |
|
| (10) |
|
| (19) |
|
| (29) |
|
| 13 |
|
| 5 |
|
| 18 |
Total interest income |
|
| 104 |
|
| 1,291 |
|
| 1,395 |
|
| 1,947 |
|
| 3,904 |
|
| 5,851 |
Interest-bearing liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits |
|
| 18 |
|
| 273 |
|
| 291 |
|
| 30 |
|
| 686 |
|
| 716 |
Money market and savings deposits |
|
| 50 |
|
| 1,070 |
|
| 1,120 |
|
| 235 |
|
| 3,430 |
|
| 3,665 |
Time deposits |
|
| (50) |
|
| 355 |
|
| 305 |
|
| (100) |
|
| 1,040 |
|
| 940 |
Short-term borrowings |
|
| (89) |
|
| 53 |
|
| (36) |
|
| 121 |
|
| 353 |
|
| 474 |
Long-term debt |
|
| (1) |
|
| (3) |
|
| (4) |
|
| (1) |
|
| 27 |
|
| 26 |
Total interest expense |
|
| (72) |
|
| 1,748 |
|
| 1,676 |
|
| 285 |
|
| 5,536 |
|
| 5,821 |
Change in net interest income |
| $ | 176 |
| $ | (457) |
| $ | (281) |
| $ | 1,662 |
| $ | (1,632) |
| $ | 30 |
Provision for LoanCredit Losses
The Company recorded no provision for loan losses reflects our judgment ofcredit loss expense for the expense necessary to achieve the appropriate amount of the allowance for loan losses. We maintain the allowance for loan losses at levels we believe adequate to cover our estimate of probable credit losses as of the end of the reporting period. three months ending September 30, 2023 and September 30, 2022.
The allowance for loan losses is determined through detailed quarterly analysis of the loan portfolio. The allowance for loan losses is based on our loss experience and changes in the economic environment, as well as an ongoing assessment of credit quality. Additional factors that are considered in determining the amount of the allowance for loan losses are the level of net charge-offs, nonperforming assets, risk-rating migration, as well as changes in our portfolio size and composition.
WeCompany recorded a provision for loan lossescredit loss expense of $1.5 million for both the three months ended September 30, 2019 and 2018. For the nine months ended September 30, 2019 we recorded a provision for loan losses of $5.5 million compared to $7.1 million$550 thousand for the nine months ended September 30, 2018.2023, a $550 thousand increase compared to the nine months ended September 30, 2022. The decreaseprovision for credit loss expense for the nine months ended September 30, 2023 included $460 thousand in provision for credit loss on loans, $44 thousand in provision for credit loss on unfunded commitments and $46 thousand in provision for credit loss on investment securities held-to-maturity. The CECL accounting standard requires the Company to recognize losses over the expected life of the loan as opposed to the losses wasexpected to already have been incurred. The increase in provision for credit losses is primarily due to a decreaseresult of a change in criticized assets as well as a decrease inforecasting assumptions brought about by the total loans outstanding.new methodology.
47
Noninterest Income
OurThe Company’s noninterest income is generated from four primary sources: (1) retirement and employee benefits;benefit services; (2) wealth management, comprised of trust services, investment products and services, and asset management services;management; (3) mortgage banking; and (4) other general banking services related to loans, deposits and other core client activities typically provided through the branch network and electronic banking channels.services.
55
The following table presents ourthe Company’s noninterest income for the three and nine months ended September 30, 20192023 and 2018.2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
|
| Three months ended |
| Nine months ended |
| |||||||||||||||||||||
|
| September 30, |
| September 30, |
| |||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||
| | Three months ended | | Nine months ended | | |||||||||||||||||||||
| | September 30, | | September 30, | | |||||||||||||||||||||
(dollars in thousands) |
| 2019 |
| 2018 |
| 2019 |
| 2018 |
|
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| ||||||||
Retirement and benefit services |
| $ | 15,307 |
| $ | 15,536 |
| $ | 46,142 |
| $ | 46,873 |
| | $ | 18,605 | | $ | 16,597 | | $ | 49,977 | | $ | 50,536 | |
Wealth management |
|
| 3,896 |
|
| 3,685 |
|
| 11,385 |
|
| 10,948 |
| |
| 5,271 | |
| 4,852 | |
| 15,915 | |
| 15,726 | |
Mortgage banking |
|
| 8,135 |
|
| 5,318 |
|
| 19,739 |
|
| 13,551 |
| |
| 2,510 | |
| 3,782 | |
| 7,132 | |
| 14,751 | |
Service charges on deposit accounts |
|
| 447 |
|
| 442 |
|
| 1,321 |
|
| 1,333 |
| |
| 328 | |
| 377 | |
| 940 | |
| 1,152 | |
Net gains (losses) on investment securities |
|
| 48 |
|
| 13 |
|
| 357 |
|
| 119 |
| |||||||||||||
Other |
|
| 1,747 |
|
| 1,264 |
|
| 5,694 |
|
| 3,784 |
| |
| 1,693 | |
| 1,402 | |
| 5,475 | |
| 3,541 | |
Total noninterest income |
| $ | 29,580 |
| $ | 26,258 |
| $ | 84,638 |
| $ | 76,608 |
| | $ | 28,407 | | $ | 27,010 | | $ | 79,439 | | $ | 85,706 | |
Noninterest income as a % of revenue |
|
| 61.29 | % |
| 58.11 | % |
| 60.14 | % |
| 57.78 | % | | | 58.21 | % | | 48.82 | % | | 54.51 | % | | 54.08 | % |
Total noninterest income for the three months ended September 30, 20192023 was $29.6$28.4 million, ana $1.4 million, or 5.2%, increase of $3.3 million compared to $26.3$27.0 million for the three months ended September 30, 2018.2022. The increase in noninterest income was primarily driven by an increase of $2.0 million in retirement and benefit services due to the divestiture of the ESOP trustee business and increased assets under administration/management. Assets under administration/management were higher due to an increase in mortgage division revenue driven by a $91.2 million increase in mortgage originations, alongoverall plans and participants coupled with the transition to mandatory delivery of mortgage loans to the secondary market. Other noninterest income increased $483 thousand, as we realized a $542 thousand gain on the sale of a parcel of land in Grand Forks, North Dakota. This increase was partially offset by a decrease in retirementimproved equity and benefits revenue of $229 thousand due to a decrease in asset based fees, partially offset by an increase in transaction fees.bond markets.
Total noninterest income for the nine months ended September 30, 20192023, was $84.6$79.4 million, an increase of $8.0a $6.3 million, or 7.3%, decrease compared to $76.6$85.7 million for the nine months ended September 30, 2018.2022. The increasedecrease in noninterest income was primarily due to an increase in mortgage division revenue of $6.2 million, driven by the transition to mandatory deliverya decrease of mortgage loans to the secondary market in addition to an increase of $75.2$7.6 million in mortgage originations. Otherbanking revenue as mortgage originations decreased compared to 2022 as higher interest rates dramatically impacted demand.
The Company anticipates that noninterest income increased $1.9 million as we realized a $1.5 million gain on the sale of our Duluth, Minnesota branch as wellwill continue to be significantly adversely affected in future periods as a $542 thousand gain on the saleresult of a parcel of land in Grand Forks, North Dakota. These increases were partially offset by a decrease in retirementincreasing interest rates and benefits revenue of $731 thousand dueinflationary pressure, which have begun to a decrease in asset based fees, partially offset by an increase in transaction fees.
Noninterest income as a percent of total operating revenue, which consists of net interest income plus noninterest income, was 61.3% for the three months ending September 30, 2019, comparedand will continue to 58.1% for the three months ending September 30, 2018. The increase was due to noninterest income increasing by 12.7% while net interest income decreased 1.3%.
Noninterest income as a percent of total operating revenue was 60.1% for the nine months ending September 30, 2019, compared to 57.8% for the nine months ending September 30, 2018. The increase was due to noninterest income increasing by 10.5% while net interest income only increased by 0.2%.adversely affect mortgage originations and mortgage banking revenue.
See “NOTE 15 Segment Reporting” of the consolidated financial statements for additional discussion regarding ourthe Company’s business lines.
48
Noninterest Expense
The following table presents noninterest expense for the three and nine months ended September 30, 20192023 and 2018.2022:
| | | | | | | | | | | | |
| | Three months ended | | Nine months ended | ||||||||
| | September 30, | | September 30, | ||||||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||
Compensation | | $ | 19,071 | | $ | 21,168 | | $ | 57,076 | | $ | 61,467 |
Employee taxes and benefits | |
| 4,895 | |
| 5,079 | |
| 15,472 | |
| 17,028 |
Occupancy and equipment expense | |
| 1,883 | |
| 1,925 | |
| 5,619 | |
| 5,713 |
Business services, software and technology expense | |
| 4,774 | |
| 5,373 | |
| 15,367 | |
| 15,082 |
Intangible amortization expense | |
| 1,324 | |
| 1,324 | |
| 3,972 | |
| 3,430 |
Professional fees and assessments | | | 1,716 | |
| 3,126 | |
| 4,397 | |
| 6,913 |
Marketing and business development | | | 692 | |
| 890 | |
| 2,026 | |
| 2,304 |
Supplies and postage | | | 410 | |
| 588 | |
| 1,275 | |
| 1,806 |
Travel | | | 322 | |
| 291 | |
| 876 | |
| 826 |
Mortgage and lending expenses | | | 689 | |
| 409 | |
| 1,401 | |
| 1,577 |
Other | |
| 1,484 | |
| 2,594 | |
| 4,022 | |
| 4,676 |
Total noninterest expense | | $ | 37,260 | | $ | 42,767 | | $ | 111,503 | | $ | 120,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended |
| Nine months ended | ||||||||
|
| September 30, |
| September 30, | ||||||||
(dollars in thousands) |
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||
Compensation |
| $ | 20,041 |
| $ | 17,873 |
| $ | 54,997 |
| $ | 50,906 |
Employee benefits |
|
| 4,600 |
|
| 4,314 |
|
| 15,188 |
|
| 13,606 |
Occupancy and equipment expense |
|
| 2,700 |
|
| 2,698 |
|
| 8,086 |
|
| 8,215 |
Business services, software and technology expense |
|
| 4,224 |
|
| 3,731 |
|
| 12,044 |
|
| 10,467 |
Intangible amortization expense |
|
| 990 |
|
| 1,196 |
|
| 3,091 |
|
| 3,588 |
Professional fees and assessments |
|
| 1,051 |
|
| 1,628 |
|
| 3,146 |
|
| 3,734 |
Marketing and business development |
|
| 890 |
|
| 856 |
|
| 2,024 |
|
| 2,439 |
Supplies and postage |
|
| 631 |
|
| 611 |
|
| 2,027 |
|
| 1,902 |
Travel |
|
| 435 |
|
| 382 |
|
| 1,335 |
|
| 1,252 |
Mortgage and lending expenses |
|
| 751 |
|
| 437 |
|
| 1,966 |
|
| 1,597 |
Other |
|
| 1,014 |
|
| 610 |
|
| 2,198 |
|
| 2,708 |
Total noninterest expense |
| $ | 37,327 |
| $ | 34,336 |
| $ | 106,102 |
| $ | 100,414 |
Total noninterest expense for the three months ended September 30, 20192023, was $37.3 million, an increase of $3.0a $5.5 million, or 12.9%, decrease compared to $34.3$42.8 million for the three months ended September 30, 2018.2022. The increase in noninterest expenseyear over year decrease was primarily due to an increasea $2.1 million decrease in compensation and employee benefits$1.4 million decrease in professional fees and
56
assessments. Compensation decreased primarily due to a decrease in business services, softwareoverall headcount and technology expense of $493 thousand, an increase of $314 thousand indue to lower mortgage and lending expenses, and an increase of $404 thousand in other expenses. The increase inrelated incentive compensation and employee benefits between periods was primarily theas a result of additional investments in talent, with an increase of eight, on average, full‑time equivalent employees along with annual merit pay increases.lower mortgage originations. The increase in technology related expenses was due to the continued investments related to our new client relationship manager software and digital delivery of solutions to clients. These increases were partially offset by decreases of $577 thousanddecrease in professional fees and assessments and $206 thousandwas due to merger-related expenses incurred in intangible amortization expense.the third quarter of 2022, in connection with the acquisition of Metro Phoenix Bank.
Total noninterest expense for the nine months ended September 30, 20192023, was $106.1$111.5 million, an increase of $5.7a $9.3 million, or 7.7%, decrease compared to $100.4$120.8 million for the nine months ended September 30, 2018.2022. The increasedecrease was driven by decreases of $4.4 million in noninterestcompensation, $1.6 million in employee taxes and benefits, and $2.5 million in professional fees and assessments. The decrease in compensation expense was primarily due to an increasea decrease in overall headcount and due to a lower mortgage related incentive compensation and employee benefitsas a result of $5.7 million, an increase in business services, software and technology expense of $1.6 million, and an increase of $369 thousandlower mortgage originations, which was also the primary driver for the decrease in mortgage and lending expenses. The increasedecrease in compensationemployee taxes and employee benefits between periods was the result of an increase of fourteen, on average, full‑time equivalent employees,primarily due to lower group insurance claims driven by a reduction in headcount along with an increased cost of health insurance benefits.a decrease in taxes driven by lower compensation expense. The increase in technology related expenses was due to the continued investments related to our new client relationship manager software and digital delivery of solutions to clients. These increases were partially offset by decreases of $588 thousanddecrease in professional fees and assessments $510 thousandwas primarily driven by lower merger and acquisition and recruitment expenses offset by an increase in other expenses, $497 thousand in intangible amortization expense, and $415 thousand in marketing and business development.FDIC assessments.
Income Tax Expense
Income tax expense is an estimate based on the amount we expectthe Company expects to owe the respective taxing authorities, plus the impact of deferred tax items. Accrued taxes represent the net estimated amount due, or to be received from, taxing authorities. In estimating accrued taxes, management assesses the relative merits and risks of the appropriate tax treatment of transactions, taking into account statutory, judicial, and regulatory guidance in the context of ourthe Company’s tax position. If the final resolution of taxes payable differs from ourthe Company’s estimates due to regulatory determination or legislative or judicial actions, adjustments to tax expense may be required.
49
For the three months ended September 30, 2019, we2023, the Company recognized income tax expense of $2.3$2.4 million on $9.4$11.5 million of pre‑taxpre-tax income, resulting in an effective tax rate of 24.7%20.6%, compared to income tax expense of $2.0$2.9 million on $9.3$12.6 million of pre‑pre-tax income for the three months ended September 30, 2022, resulting in an effective tax rate of 23.3%.
For the nine months ended September 30, 2023, the Company recognized income tax expense of $7.2 million on $33.7 million of pre-tax income, resulting in an effective tax rate of 20.9%, for the three months ended September 30, 2018. The increase in the effective tax rate was primarily due to a reduction in tax exempt income and net operating loss deductions for the three months ended September 30, 2019 as compared to the same period in 2018.
For the nine months ended September 30, 2019, we recognized income tax expense of $7.2 million on $29.1 million of pre‑tax income, resulting in an effective tax rate of 24.8%21.4%, compared to income tax expense of $5.3$8.6 million on $25.1$37.6 million of pre‑tax income, resulting in an effective tax rate of 20.9%, for the nine months ended September 30, 2018. The increase in the effective tax rate was primarily due to a reduction in excess tax benefits from stock‑based compensation and a reduction in tax exemptpre-tax income for the nine months ended September 30, 2019, as compared to the same period2022, resulting in 2018.an effective tax rate of 22.7%.
Financial Condition
Overview
Total assets were $2.2$3.9 billion as of September 30, 2019,2023, an increase of $49.2$89.5 million, or 2.3%2.4%, as compared to December 31, 2018.2022. The increase in total assets was primarily due to increases of $51.5a $162.4 million increase in loans, $6.9 million increase in loans held for sale $28.5and $6.5 million in available-for-sale investment securities, $20.5 millionincrease in cash and cash equivalents, and the recognition of $8.9 million in operating lease right-of-use assets. These increases were offset by a reductiondecrease of $32.0$96.0 million in loans heldinvestment securities and a $5.1 million increase in the allowance for branch sale, and $15.8 million in loans. credit losses.
Loans
The loan portfolio represents a broad range of borrowers comprised of commercial and industrial, commercial real estate, residential real estate, and consumer financingother revolving and installment loans. The goalAs of September 30, 2023, the overall portfolio mix is to retain balance with approximately one third of the portfolio in each of thewas 22.3% commercial and industrial, 39.3% commercial real estate, and33.4% residential real estate categories.
Commercial and industrial loans include financing for commercial purposes5.0% in various lines of businesses, including manufacturing, service industry and professional service areas. Commercial and industrial loans are generally secured with the assets of the company and/or the personal guarantee of the business owners.
Commercial real estate loans consist of term loans secured by a mortgage lien on the real property, such as office and industrial buildings, retail shopping centers and apartment buildings, as well as commercial real estate construction loans that are offered to builders and developers.
Residential real estate loans represent loans to consumers for the purchase or refinance of a residence. These loans are generally financed over a 15‑ to 30‑year term and, in most cases, are extended to borrowers to finance their primary residence with both fixed‑rate and adjustable‑rate terms. Real estate construction loans are also offered to consumers who wish to build their own homes and are often structured to be converted to permanent loans at the end of the construction phase, which is typically twelve months. Residential real estate loans also include home equity loans and lines of credit that are secured by a first‑ or second‑lien on the borrower’s residence. Home equity lines of credit consist mainly of revolving lines of credit secured by residential real estate.
Consumer loans include loans made to individuals not secured by real estate, including loans secured by automobiles or watercraft, and personal unsecured loans.
other categories.
5057
The following table presents the composition of total loans outstanding by portfolio segment as of September 30, 20192023 and December 31, 2018:2022:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
|
| September 30, 2019 |
| December 31, 2018 |
|
|
|
| ||||||||||||||||||||||||||||
|
|
|
|
| Percent of |
|
|
|
| Percent of |
| Change |
| |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | ||||||||||||||||||
| | September 30, 2023 | | | December 31, 2022 | | | | | | | | ||||||||||||||||||||||||
| | | | | Percent of | | | | | | Percent of | | | Change | | |||||||||||||||||||||
(dollars in thousands) |
| Balance |
| Portfolio |
|
| Balance |
| Portfolio |
|
| Amount |
| Percent |
| | Balance |
| Portfolio | |
| Balance |
| Portfolio |
|
| | Amount |
| Percent |
| |||||
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| | |
| | |
| | |
| |
| | | | | |
| |
Commercial and industrial |
| $ | 485,183 |
| 28.7 | % |
| $ | 510,706 |
| 30.0 | % |
| $ | (25,523) |
| (5.0) | % |
| $ | 582,387 | | 22.3 | % | | $ | 583,876 | | 23.9 | % | | $ | (1,489) | | (0.3) | % |
Real estate construction |
|
| 21,674 |
| 1.3 | % |
|
| 18,965 |
| 1.1 | % |
|
| 2,709 |
| 14.3 | % | |
| 97,742 | | 3.8 | % | |
| 97,810 | | 4.0 | % | |
| (68) | | (0.1) | % |
Commercial real estate |
|
| 444,600 |
| 26.4 | % |
|
| 439,963 |
| 25.9 | % |
|
| 4,637 |
| 1.1 | % | |
| 1,025,014 | | 39.3 | % | |
| 881,670 | | 36.0 | % | |
| 143,344 | | 16.3 | % |
Total commercial |
|
| 951,457 |
| 56.4 | % |
|
| 969,634 |
| 57.0 | % |
|
| (18,177) |
| (1.9) | % | |
| 1,705,143 | | 65.4 | % | |
| 1,563,356 | | 63.9 | % | |
| 141,787 | | 9.1 | % |
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| | | | | |
| | | | | |
| | | | | ||
Residential real estate first mortgage |
|
| 459,763 |
| 27.3 | % |
|
| 448,143 |
| 26.3 | % |
|
| 11,620 |
| 2.6 | % | |
| 717,793 | | 27.5 | % | |
| 679,551 | | 27.8 | % | |
| 38,242 | | 5.6 | % |
Residential real estate junior lien |
|
| 182,516 |
| 10.8 | % |
|
| 188,855 |
| 11.1 | % |
|
| (6,339) |
| (3.4) | % | |
| 152,677 | | 5.9 | % | |
| 150,479 | | 6.2 | % | |
| 2,198 | | 1.5 | % |
Other revolving and installment |
|
| 92,351 |
| 5.5 | % |
|
| 95,218 |
| 5.6 | % |
|
| (2,867) |
| (3.0) | % | |
| 30,817 | | 1.2 | % | |
| 50,608 | | 2.1 | % | |
| (19,791) | | (39.1) | % |
Total consumer |
|
| 734,630 |
| 43.6 | % |
|
| 732,216 |
| 43.0 | % |
|
| 2,414 |
| 0.3 | % | |
| 901,287 | | 34.6 | % | |
| 880,638 | | 36.1 | % | |
| 20,649 | | 2.3 | % |
Total loans |
| $ | 1,686,087 |
| 100.0 | % |
| $ | 1,701,850 |
| 100.0 | % |
| $ | (15,763) |
| (0.9) | % | | $ | 2,606,430 | | 100.0 | % | | $ | 2,443,994 | | 100.0 | % | | $ | 162,436 | | 6.6 | % |
Total loans outstanding of $1.69were $2.6 billion as of September 30, 2019, decreased $15.82023, an increase of $162.4 million, or 0.9%6.6%, from December 31, 2018.2022. The decrease in total loansincrease was primarily due todriven by a decrease$143.3 million increase in our commercial and industrial loans of $25.5 million, and residential real estate junior liens of $6.3 million. These decreases were offset by increases of $11.6and a $38.2 million increase in residential real estate first mortgagesloans, offset by a $19.8 million decrease in other consumer revolving and $4.6 millioninstallment loans.
Despite headwinds from a higher interest rate environment and competition in the Company’s market areas, the Company anticipates continued loan growth for the commercial and industrial and commercial real estate loans.loan portfolios as a result of recently added production talent.
58
The following table presents the maturities and typetypes of interest rates for the loan portfolio as of September 30, 2019. 2023:
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
|
| September 30, 2019 | |||||||||||||||||||||||||
|
|
|
|
| After one |
|
|
|
|
|
| ||||||||||||||||
|
| One year |
| but within |
| After |
|
|
| ||||||||||||||||||
| | | | | | | | | | | | | | | | ||||||||||||
| | September 30, 2023 | |||||||||||||||||||||||||
| | | | | After one | | After five | | | | | | | ||||||||||||||
| | One year | | but within | | but within | | After | | | | ||||||||||||||||
(dollars in thousands) |
| or less |
| five years |
| five years |
| Total |
| or less |
| five years |
| fifteen years | | fifteen years |
| Total | |||||||||
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| |
|
| |
| | | |
| |
|
Commercial and industrial |
| $ | 189,754 |
| $ | 219,468 |
| $ | 75,961 |
| $ | 485,183 | | $ | 168,974 | | $ | 252,223 | | $ | 161,190 | | $ | — | | $ | 582,387 |
Real estate construction |
|
| 6,381 |
|
| 10,201 |
|
| 5,092 |
|
| 21,674 | |
| 25,538 | |
| 63,442 | |
| 6,567 | |
| 2,195 | |
| 97,742 |
Commercial real estate |
|
| 44,431 |
|
| 222,814 |
|
| 177,355 |
|
| 444,600 | |
| 67,108 | |
| 449,764 | |
| 445,426 | |
| 62,716 | |
| 1,025,014 |
Total commercial |
|
| 240,566 |
|
| 452,483 |
|
| 258,408 |
|
| 951,457 | |
| 261,620 | |
| 765,429 | |
| 613,183 | |
| 64,911 | |
| 1,705,143 |
Consumer |
|
|
|
|
|
|
|
|
|
|
|
| |
|
| |
|
| |
|
| |
| | |
|
|
Residential real estate first mortgage |
|
| 20,339 |
|
| 18,739 |
|
| 420,685 |
|
| 459,763 | |
| 5,829 | |
| 30,107 | |
| 45,676 | |
| 636,181 | |
| 717,793 |
Residential real estate junior lien |
|
| 21,234 |
|
| 86,632 |
|
| 74,650 |
|
| 182,516 | |
| 8,708 | |
| 22,360 | |
| 34,557 | |
| 87,052 | |
| 152,677 |
Other revolving and installment |
|
| 16,162 |
|
| 59,335 |
|
| 16,854 |
|
| 92,351 | |
| 8,734 | |
| 19,242 | |
| 2,841 | |
| — | |
| 30,817 |
Total consumer |
|
| 57,735 |
|
| 164,706 |
|
| 512,189 |
|
| 734,630 | |
| 23,271 | |
| 71,709 | |
| 83,074 | |
| 723,233 | |
| 901,287 |
Total loans |
| $ | 298,301 |
| $ | 617,189 |
| $ | 770,597 |
| $ | 1,686,087 | | $ | 284,891 | | $ | 837,138 | | $ | 696,257 | | $ | 788,144 | | $ | 2,606,430 |
Sensitivity of loans to changes in interest rates |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Fixed interest rates |
|
|
|
| $ | 475,519 |
| $ | 515,514 |
|
|
| |||||||||||||||
Floating interest rates |
|
|
|
|
| 141,670 |
|
| 255,083 |
|
|
| |||||||||||||||
Total |
|
|
|
| $ | 617,189 |
| $ | 770,597 |
|
|
| |||||||||||||||
Loans with fixed interest rates: | | |
|
| |
|
| |
| | | |
| |
| ||||||||||||
Commercial |
| |
|
| |
|
| |
| | | |
| |
| ||||||||||||
Commercial and industrial | | $ | 14,337 | | $ | 217,039 | | $ | 59,857 | | $ | — | | $ | 291,233 | ||||||||||||
Real estate construction | |
| 5,837 | |
| 15,930 | |
| 3,973 | |
| — | |
| 25,740 | ||||||||||||
Commercial real estate | |
| 48,842 | |
| 330,527 | |
| 284,539 | |
| 22,740 | |
| 686,648 | ||||||||||||
Total commercial | |
| 69,016 | |
| 563,496 | |
| 348,369 | |
| 22,740 | |
| 1,003,621 | ||||||||||||
Consumer | |
|
| |
|
| |
|
| |
| | |
|
| ||||||||||||
Residential real estate first mortgage | |
| 4,269 | |
| 26,273 | |
| 38,048 | |
| 419,213 | |
| 487,803 | ||||||||||||
Residential real estate junior lien | |
| 1,451 | |
| 6,899 | |
| 22,487 | |
| 15,828 | |
| 46,665 | ||||||||||||
Other revolving and installment | |
| 3,231 | |
| 16,797 | |
| 2,841 | |
| — | |
| 22,869 | ||||||||||||
Total consumer | |
| 8,951 | |
| 49,969 | |
| 63,376 | |
| 435,041 | |
| 557,337 | ||||||||||||
Total loans with fixed interest rates | | $ | 77,967 | | $ | 613,465 | | $ | 411,745 | | $ | 457,781 | | $ | 1,560,958 | ||||||||||||
Loans with floating interest rates: |
| |
|
| |
|
| |
| | | |
| |
| ||||||||||||
Commercial | | |
|
| |
|
| |
| | | |
| |
| ||||||||||||
Commercial and industrial | | $ | 154,637 | | $ | 35,184 | | $ | 101,333 | | $ | — | | $ | 291,154 | ||||||||||||
Real estate construction | |
| 19,701 | |
| 47,512 | |
| 2,594 | |
| 2,195 | |
| 72,002 | ||||||||||||
Commercial real estate | |
| 18,266 | |
| 119,237 | |
| 160,887 | |
| 39,976 | |
| 338,366 | ||||||||||||
Total commercial | |
| 192,604 | |
| 201,933 | |
| 264,814 | |
| 42,171 | |
| 701,522 | ||||||||||||
Consumer | |
|
| |
|
| |
|
| |
| | |
|
| ||||||||||||
Residential real estate first mortgage | |
| 1,560 | |
| 3,834 | |
| 7,628 | | | 216,968 | |
| 229,990 | ||||||||||||
Residential real estate junior lien | |
| 7,257 | |
| 15,461 | |
| 12,070 | |
| 71,224 | |
| 106,012 | ||||||||||||
Other revolving and installment | |
| 5,503 | |
| 2,445 | |
| — | |
| — | |
| 7,948 | ||||||||||||
Total consumer | |
| 14,320 | |
| 21,740 | |
| 19,698 | |
| 288,192 | |
| 343,950 | ||||||||||||
Total loans with floating interest rates | | $ | 206,924 | | $ | 223,673 | | $ | 284,512 | | $ | 330,363 | | $ | 1,045,472 | ||||||||||||
As of September 30, 2019, 63.8% of the loan portfolio bore interest at fixed rates and 36.2% at floating rates. The expected life of ourthe Company’s loan portfolio will differ from contractual maturities because borrowers may have the right to curtail or prepay their loans with or without penalties. Consequently, the table above includes information limited to contractual maturities of the underlying loans.
51
Asset Quality
OurThe Company’s strategy for credit risk management includes well‑defined,well-defined, centralized credit policies; uniform underwriting criteria; and ongoing risk monitoring and review processes for all commercial and consumer credit exposures. The strategy also emphasizes diversification on a geographic, industry, and client level; regular credit examinations; and management reviews of loans experiencing deterioration of credit quality. We striveThe Company strives to identify potential problem loans early, take necessary charge‑offscharge-offs promptly, and maintain adequate reserve levels for probable loancredit losses inherent in the portfolio. Management performs ongoing, internal reviews of any problem credits and continually assesses the adequacy of the allowance. We utilizeThe Company utilized an internal lending division, Special Credit Services, to develop and implement strategies for the management of individual nonperforming loans.
59
Credit Quality Indicators
Loans are assigned a risk rating and grouped into categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The risk ratings are aligned to pass and criticized categories. The criticized category includescategories include special mention, substandard, and doubtful risk ratings. See “NOTE 4 Loans and Allowance for LoanCredit Losses” to the consolidated financial statements for a definition of each of the risk rating.ratings.
The table below presents criticized loans outstanding by loan portfolio segment as of September 30, 20192023 and December 31, 2018:2022:
|
|
|
|
|
|
|
| |||||||
|
| September 30, |
| December 31, |
| |||||||||
| | | | | | | | |||||||
| | September 30, | | December 31, | | |||||||||
(dollars in thousands) |
| 2019 |
| 2018 |
|
| 2023 |
| 2022 |
| ||||
Commercial |
|
|
|
|
|
|
|
| |
| | | | |
Commercial and industrial |
| $ | 31,476 |
| $ | 51,141 |
| | $ | 31,682 | | $ | 25,182 | |
Real estate construction |
|
| 1,278 |
|
| 1,055 |
| |
| 15,131 | | | 262 | |
Commercial real estate |
|
| 24,540 |
|
| 32,785 |
| |
| 6,932 | | | 8,400 | |
Total commercial |
|
| 57,294 |
|
| 84,981 |
| |
| 53,745 | | | 33,844 | |
Consumer |
|
|
|
|
|
|
| |
|
| | | | |
Residential real estate first mortgage |
|
| 677 |
|
| 19 |
| |
| 107 | | | 808 | |
Residential real estate junior lien |
|
| 2,172 |
|
| 2,485 |
| |
| 1,922 | | | 632 | |
Other revolving and installment |
|
| 6 |
|
| — |
| | | — | | | 1 | |
Total consumer |
|
| 2,855 |
|
| 2,504 |
| |
| 2,029 | | | 1,441 | |
Total loans |
| $ | 60,149 |
| $ | 87,485 |
| | $ | 55,774 | | $ | 35,285 | |
Criticized loans as a percent of total loans |
|
| 3.57 | % |
| 5.14 | % | | | 2.14 | % | | 1.44 | % |
52
The following table presents information regarding nonperforming assets as of September 31, 201930, 2023 and December 31, 2018:2022:
| | | | | | | |
| | September 30, | | December 31, | | ||
(dollars in thousands) |
| 2023 |
| 2022 |
| ||
Nonaccrual loans |
| $ | 9,007 |
| $ | 3,794 |
|
Accruing loans 90+ days past due |
| | — |
| | — |
|
Total nonperforming loans | | | 9,007 | | | 3,794 | |
OREO and repossessed assets | |
| 3 | |
| 30 | |
Total nonperforming assets | | | 9,010 | | | 3,824 | |
Total restructured accruing loans | | | — | | | 151 | |
Total nonperforming assets and restructured accruing loans | | $ | 9,010 | | $ | 3,975 | |
Nonperforming loans to total loans | |
| 0.35 | % |
| 0.16 | % |
Nonperforming assets to total assets | |
| 0.23 | % |
| 0.10 | % |
Allowance for credit losses on loans to nonperforming loans | |
| 403 | % |
| 821 | % |
Interest income lost on nonaccrual loans approximated $287 thousand and $172 thousand for the nine months ended September 30, 2023 and 2022, respectively. There was no interest income included in net interest income related to nonaccrual loans for the nine months ended September 30, 2023 and 2022.
|
|
|
|
|
|
|
|
|
| September 30, |
| December 31, |
| ||
(dollars in thousands) |
| 2019 |
| 2018 |
| ||
Nonaccrual loans |
| $ | 5,107 |
| $ | 6,963 |
|
Accruing loans 90+ days past due |
|
| 45 |
|
| — |
|
Total nonperforming loans |
|
| 5,152 |
|
| 6,963 |
|
OREO and repossessed assets |
|
| 84 |
|
| 204 |
|
Total nonperforming assets |
| $ | 5,236 |
| $ | 7,167 |
|
Nonperforming loans to total loans |
|
| 0.31 | % |
| 0.41 | % |
Nonperforming assets to total assets |
|
| 0.23 | % |
| 0.33 | % |
Allowance for loan losses to nonperforming loans |
|
| 446 | % |
| 318 | % |
Allowance for LoanCredit Losses on Loans
The allowance for loancredit losses is maintained at a level management believes is sufficient to absorb incurred lossessignificant estimate in the loan portfolio givenCompany’s Consolidated Balance Sheet, affecting both earnings and capital. Its methodology influences and is influenced by the conditionsCompany’s overall credit risk management processes. The allowance for credit losses is managed in accordance with GAAP to provide an adequate reserve for expected credit losses that is reflective of management’s best estimate of what is expected to be collected. All estimates of credit losses should be based on a careful consideration of all significant factors affecting the collectability as of the evaluation date. The allowance for credit losses is established through provision for credit loss expense charged to income.
60
The Company calculates the allowance for credit losses at each reporting date. The Company recognizes an allowance for the time.lifetime expected credit losses for the amount the Company does not expect to collect. Subsequent changes in expected credit losses are recognized immediately in earnings. Management determines the adequacy of the allowance based on periodic evaluations of the loan portfolio, after consideration of risk characteristics of the loans and prevailing and anticipated economic and other factors.conditions. A risk system, consisting of multiple grading categories for each portfolio class, is utilized as an analytical tool to assess risk and appropriate reserves. In addition to the risk system, management further evaluates risk characteristics of the loan portfolio under current and anticipated economic conditions and considers such factors as the financial condition of the borrower, expected loss experience, and other relevant information from internal and external sources which management feels deserve recognition in establishing an appropriate reserve. These evaluations are inherently subjective as they require management to make material estimates, all of which may be susceptible to significant change.
61
The following table presents, by loan type, the changes in the allowance is increasedfor credit losses on loans for the periods presented:
| | | | | | | | | | | | | |
| | Three months ended | | Nine months ended | | ||||||||
| | September 30, | | September 30, | | ||||||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| ||||
Balance—beginning of period | | $ | 35,696 | | $ | 31,373 | | $ | 35,003 | | $ | 31,572 | |
Commercial loan charge-offs | |
|
| |
|
| |
|
| |
|
| |
Commercial and Industrial | |
| (134) | |
| (672) | |
| (394) | |
| (1,336) | |
Real estate construction | |
| — | |
| — | |
| — | |
| — | |
Commercial real estate | |
| — | |
| — | |
| — | |
| — | |
Total commercial loan charge-offs | |
| (134) | |
| (672) | |
| (394) | |
| (1,336) | |
Consumer loan charge-offs | |
|
| |
|
| |
|
| |
|
| |
Residential real estate first mortgage | |
| (9) | |
| — | |
| (9) | |
| — | |
Residential real estate junior lien | |
| — | |
| — | |
| (77) | |
| — | |
Other revolving and installment | |
| (8) | |
| (75) | |
| (36) | |
| (130) | |
Total consumer loan charge-offs | |
| (17) | |
| (75) | |
| (122) | |
| (130) | |
Total loan charge-offs | |
| (151) | |
| (747) | |
| (516) | |
| (1,466) | |
Commercial loan recoveries | |
|
| |
|
| |
|
| |
|
| |
Commercial and Industrial | |
| 456 | |
| 105 | |
| 950 | |
| 321 | |
Real estate construction | |
| — | |
| 76 | |
| — | |
| 76 | |
Commercial real estate | |
| 11 | |
| 101 | |
| 34 | |
| 123 | |
Total commercial recoveries | |
| 467 | |
| 282 | |
| 984 | |
| 520 | |
Consumer loan recoveries | |
|
| |
|
| |
|
| |
|
| |
Residential real estate first mortgage | |
| 254 | |
| — | |
| 256 | |
| — | |
Residential real estate junior lien | |
| — | |
| 7 | |
| 52 | |
| 221 | |
Other revolving and installment | |
| 24 | |
| 53 | |
| 51 | |
| 121 | |
Total consumer loan recoveries | |
| 278 | |
| 60 | |
| 359 | |
| 342 | |
Total loan recoveries | |
| 745 | |
| 342 | |
| 1,343 | |
| 862 | |
Net loan charge-offs (recoveries) | |
| (594) | |
| 405 | |
| (827) | |
| 604 | |
Commercial loan provision | |
|
| |
|
| |
|
| |
|
| |
Commercial and Industrial | |
| 442 | |
| (845) | |
| (275) | |
| 1,011 | |
Real estate construction | |
| 1,063 | |
| 378 | |
| 745 | |
| 473 | |
Commercial real estate | |
| (270) | |
| 1,335 | |
| 408 | |
| (229) | |
Total commercial loan provision | |
| 1,235 | |
| 868 | |
| 878 | |
| 1,255 | |
Consumer loan provision | |
|
| |
|
| |
|
| |
|
| |
Residential real estate first mortgage | |
| (389) | |
| (584) | |
| (339) | |
| (941) | |
Residential real estate junior lien | |
| (14) | |
| (109) | |
| 140 | |
| (151) | |
Other revolving and installment | |
| (58) | |
| (75) | |
| (188) | |
| 65 | |
Total consumer loan provision | |
| (461) | |
| (768) | |
| (387) | |
| (1,027) | |
Unallocated provision expense | |
| (774) | |
| (100) | |
| (31) | |
| (228) | |
Total provision for credit losses on loans | |
| — | |
| — | |
| 460 | |
| — | |
Balance—end of period | | $ | 36,290 | | $ | 30,968 | | $ | 36,290 | | $ | 30,968 | |
Total loans | | $ | 2,606,430 | | $ | 2,318,231 | | $ | 2,606,430 | | $ | 2,318,231 | |
Average total loans | | | 2,544,836 | | | 2,262,361 | | | 2,495,122 | | | 1,958,216 | |
Allowance for credit losses on loans to total loans | |
| 1.39 | % |
| 1.34 | % |
| 1.39 | % |
| 1.34 | % |
Net charge-offs/(recoveries) to average total loans (annualized) | |
| (0.09) | % |
| 0.07 | % |
| (0.04) | % |
| 0.04 | % |
Effective January 1, 2023, the Company adopted the new CECL accounting standard. The adoption of the CECL accounting standard resulted in the Company’s allowance for credit losses increasing by provisions chargedapproximately $5.9 million relative to expensethe allowance held as of December 31, 2022. The adoption of the CECL accounting standard resulted in an additional allowance of $3.9 million in the allowance for credit losses on loans and decreased by actual charge‑offs, net of recoveries.
$1.9 million in additional allowance for credit losses on unfunded commitments. The allowance for loan losses represents management’s assessment of probable credit losses inherenton loans was $36.3 million as of September 30, 2023, compared to $31.1 million as of December 31, 2022. The $5.1 million increase was the result of a $3.9 million increase from the adoption of the CECL accounting standard as well as a $550 thousand provision for credit losses on loans expense. As of September 30, 2023, the allowance for credit losses on loans represented 1.39% of total loans.
62
The following table summarizes the activity in the loan portfolio. The allowance for loancredit losses consists of specific components, based on individual evaluation of certain loans and general components for homogeneous pools of loans with similar risk characteristics.
Impaired loans include loans placed on nonaccrual status and TDRs. Loans are considered impaired when, based on current information and events, it is probable that all amounts due, in accordance with the original contractual terms of the loan agreement, will not be collected. When determining if all amounts due in accordance with the original contractual terms of the loan agreement will be collected, the borrower’s overall financial condition, resources and payment record, support from guarantors, and the realizable value of any collateral, are taken into consideration. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case‑by‑case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay,periods indicated:
| | | | | | | | | | | | | |
| | Three months ended | | Nine months ended | | ||||||||
| | September 30, | | September 30, | | ||||||||
(dollars in thousands) | | 2023 | | 2022 | | 2023 |
| 2022 | | ||||
Balance—beginning of period | | $ | 35,696 | | $ | 31,373 | | $ | 35,003 | | $ | 31,572 | |
Net charge-offs (recoveries): |
|
| | |
| | |
| | |
| | |
Commercial net charge-offs (recoveries) | |
| | |
| | |
| | |
| | |
Commercial and Industrial | |
| (322) | | | 567 | |
| (556) | | | 1,015 | |
Real estate construction | | | — | | | (76) | | | — | | | (76) | |
Commercial real estate | | | (11) | | | (101) | | | (34) | | | (123) | |
Total commercial net charge-offs (recoveries) | | | (333) | | | 390 | | | (590) | | | 816 | |
Consumer net charge-offs (recoveries) | | | | | | | | | | | | | |
Residential real estate first mortgage | | | (245) | | | — | | | (247) | | | — | |
Residential real estate junior lien | | | — | | | (7) | | | 25 | | | (221) | |
Other revolving and installment | | | (16) | | | 22 | | | (15) | | | 9 | |
Total consumer net charge-offs (recoveries) | | | (261) | | | 15 | | | (237) | | | (212) | |
Total net charge-offs (recoveries) | | | (594) | | | 405 | | | (827) | | | 604 | |
Provision for credit losses on loans | | | — | | | — | | | 460 | | | — | |
Balance—end of period | | $ | 36,290 | | $ | 30,968 | | $ | 36,290 | | $ | 30,968 | |
| | | | | | | | | | | | | |
Net charge-offs (recoveries) to average loans | | | | | | | | | | | | | |
Commercial net charge-offs (recoveries) to average loans | | | | | | | | | | | | | |
Commercial and Industrial | | | (0.05) | % | | 0.10 | % | | (0.03) | % | | 0.07 | % |
Real estate construction | | | — | % | | (0.01) | % | | — | % | | (0.01) | % |
Commercial real estate | | | — | % | | (0.02) | % | | — | % | | (0.01) | % |
Total commercial net charge-offs (recoveries) to average loans | | | (0.05) | % | | 0.07 | % | | (0.03) | % | | 0.06 | % |
Consumer net charge-offs (recoveries) to average loans | | | | | | | | | | | | | |
Residential real estate first mortgage | | | (0.04) | % | | — | % | | (0.01) | % | | — | % |
Residential real estate junior lien | | | — | % | | — | % | | — | % | | (0.02) | % |
Other revolving and installment | | | — | % | | — | % | | — | % | | — | % |
Total consumer net charge-offs (recoveries) to average loans | | | (0.04) | % | | — | % | | (0.01) | % | | (0.01) | % |
Total net charge-offs (recoveries) to average loans | | | (0.09) | % | | 0.07 | % | | (0.04) | % | | 0.04 | % |
| | | | | | | | | | | | | |
Allowance for credit losses on loans to total loans | | | 1.39 | % | | 1.34 | % | | 1.39 | % | | 1.34 | % |
Allowance for credit losses on loans to nonaccrual loans | | | 403 | % | | 816 | % | | 403 | % | | 816 | % |
Allowance for credit losses on loans to nonperforming loans | | | 403 | % | | 821 | % | | 403 | % | | 821 | % |
The following table presents the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.
All impaired loans are individually evaluated for impairment. If a loan is impaired, a portionallocation of the allowance is allocated so that the loan is reported, net, at the discounted expected future cash flows or at the fair value of collateral if repayment is collateral dependent.
The allowance for non‑impairedcredit losses on loans is based on historical losses adjusted for current qualitative factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history over the most recent five years. This actual loss experience is adjusted for economic factors based on the risks present for each portfolio segment. These economic factors include considerationas of the following: levels of and trends in delinquencies and impaired loans; levels of and trends in charge‑offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations. These factors are inherently subjective and are driven by the repayment risk associated with each portfolio segment. These portfolio segments include commercial and industrial, real estate construction, commercial real estate, residential real estate first mortgage, residential real estate junior liens, and other revolving and installment.dates presented:
| | | | | | | | | | | | |
| | September 30, 2023 | | | December 31, 2022 | | ||||||
| | | | | Percentage | | | | | | Percentage | |
| | Allocated | | of loans to | | | Allocated | | of loans to | | ||
(dollars in thousands) |
| Allowance |
| total loans | |
| Allowance |
| total loans | | ||
Commercial and industrial | | $ | 8,577 | | 22.3 | % | | $ | 9,158 | | 23.9 | % |
Real estate construction | |
| 4,709 | | 3.8 | % | |
| 1,446 | | 4.0 | % |
Commercial real estate | |
| 12,706 | | 39.3 | % | |
| 12,688 | | 36.0 | % |
Residential real estate first mortgage | |
| 7,757 | | 27.5 | % | |
| 5,769 | | 27.8 | % |
Residential real estate junior lien | |
| 1,337 | | 5.9 | % | |
| 1,289 | | 6.2 | % |
Other revolving and installment | |
| 251 | | 1.2 | % | |
| 528 | | 2.1 | % |
Unallocated | |
| 953 | | — | % | |
| 268 | | — | % |
Total loans | | $ | 36,290 | | 100.0 | % | | $ | 31,146 | | 100.0 | % |
53
In the ordinary course of business, we enterthe Company enters into commitments to extend credit, including commitments under credit arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded. A reserveAn allowance was established for unfunded commitmentsoff-balance sheet credit exposures as part of the adoption of the CECL accounting standard and is establishedmeasured using historical loss datasimilar internal and utilizationexternal assumptions.
63
This reserveallowance is located underin accrued expenses and other liabilities on the Consolidated Balance Sheets. The reserve for unfunded commitments was $980 thousand as of September 30, 2019, compared to $1.4 million as of December 31, 2018.
The following table presents, by loan type, the changes in the allowance for loan losses for the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three months ended |
| Nine months ended |
| ||||||||
|
| September 30, |
| September 30, |
| ||||||||
(dollars in thousands) |
| 2019 |
| 2018 |
| 2019 |
| 2018 |
| ||||
Balance—beginning of period |
| $ | 21,246 |
| $ | 19,869 |
| $ | 22,174 |
| $ | 16,564 |
|
Commercial loan charge-offs |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and Industrial |
|
| (324) |
|
| (424) |
|
| (5,275) |
|
| (3,078) |
|
Real estate construction |
|
| — |
|
| — |
|
| (1) |
|
| (60) |
|
Commercial real estate |
|
| — |
|
| — |
|
| — |
|
| — |
|
Total commercial loan charge-offs |
|
| (324) |
|
| (424) |
|
| (5,276) |
|
| (3,138) |
|
Consumer loan charge-offs |
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate first mortgage |
|
| — |
|
| — |
|
| — |
|
| (29) |
|
Residential real estate junior lien |
|
| (20) |
|
| (47) |
|
| (154) |
|
| (133) |
|
Other revolving and installment |
|
| (31) |
|
| (99) |
|
| (513) |
|
| (236) |
|
Total consumer loan charge-offs |
|
| (51) |
|
| (146) |
|
| (667) |
|
| (398) |
|
Total loan charge-offs |
|
| (375) |
|
| (570) |
|
| (5,943) |
|
| (3,536) |
|
Commercial loan recoveries |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and Industrial |
|
| 538 |
|
| 126 |
|
| 831 |
|
| 509 |
|
Real estate construction |
|
| — |
|
| — |
|
| 2 |
|
| 2 |
|
Commercial real estate |
|
| — |
|
| 20 |
|
| 150 |
|
| 59 |
|
Total commercial recoveries |
|
| 538 |
|
| 146 |
|
| 983 |
|
| 570 |
|
Consumer loan recoveries |
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate first mortgage |
|
| — |
|
| — |
|
| — |
|
| — |
|
Residential real estate junior lien |
|
| 49 |
|
| 11 |
|
| 132 |
|
| 190 |
|
Other revolving and installment |
|
| 28 |
|
| 26 |
|
| 123 |
|
| 144 |
|
Total consumer loan recoveries |
|
| 77 |
|
| 37 |
|
| 255 |
|
| 334 |
|
Total loan recoveries |
|
| 615 |
|
| 183 |
|
| 1,238 |
|
| 904 |
|
Net loan charge-offs (recoveries) |
|
| (240) |
|
| 387 |
|
| 4,705 |
|
| 2,632 |
|
Commercial loan provision |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and Industrial |
|
| (962) |
|
| 1,452 |
|
| 3,263 |
|
| 6,158 |
|
Real estate construction |
|
| 25 |
|
| (109) |
|
| 97 |
|
| 1 |
|
Commercial real estate |
|
| (4) |
|
| (72) |
|
| (668) |
|
| 1,458 |
|
Total commercial loan provision |
|
| (941) |
|
| 1,271 |
|
| 2,692 |
|
| 7,617 |
|
Consumer loan provision |
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate first mortgage |
|
| (139) |
|
| (142) |
|
| (140) |
|
| (38) |
|
Residential real estate junior lien |
|
| 157 |
|
| 20 |
|
| 113 |
|
| (145) |
|
Other revolving and installment |
|
| 1 |
|
| 31 |
|
| 388 |
|
| 34 |
|
Total consumer loan provision |
|
| 19 |
|
| (91) |
|
| 361 |
|
| (149) |
|
Unallocated provision expense |
|
| 2,420 |
|
| 350 |
|
| 2,462 |
|
| (388) |
|
Total loan loss provision |
|
| 1,498 |
|
| 1,530 |
|
| 5,515 |
|
| 7,080 |
|
Balance—end of period |
| $ | 22,984 |
| $ | 21,012 |
| $ | 22,984 |
| $ | 21,012 |
|
Total loans |
| $ | 1,686,087 |
| $ | 1,724,656 |
| $ | 1,686,087 |
| $ | 1,724,656 |
|
Average total loans |
|
| 1,691,542 |
|
| 1,699,048 |
|
| 1,715,629 |
|
| 1,661,493 |
|
Allowance for loan losses as a percentage of total loans |
|
| 1.36 | % |
| 1.22 | % |
| 1.36 | % |
| 1.22 | % |
Net charge-offs/(recoveries) to average total loans |
|
| (0.01) | % |
| 0.02 | % |
| 0.27 | % |
| 0.16 | % |
The allowance for loan losses was $23.0$5.2 million as of September 30, 2019, compared to $22.2 million as of December 31, 2018. The $810 thousand increase in the allowance for loan losses was due to additional provision for loan losses of $5.5 million, partially offset by net loan charge‑offs of $4.7 million. The level of nonperforming loans to total loans as of September 30, 2019 was 0.31%, compared to 0.41% as of December 31, 2018. The allowance for loan losses to total loans was 1.36% as of September 30, 2019, compared to 1.30% as of December 31, 2018.2023.
54
The following table presents the allocation of the allowance for loan losses as of the dates presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 |
| December 31, 2018 | ||||||||
|
|
|
|
| Percentage |
|
|
|
|
| Percentage |
|
|
| Allocated |
| of loans to |
|
| Allocated |
| of loans to |
| ||
(dollars in thousands) |
| Allowance |
| total loans |
|
| Allowance |
| total loans |
| ||
Commercial and industrial |
| $ | 10,946 |
| 28.7 | % |
| $ | 12,127 |
| 30.0 | % |
Real estate construction |
|
| 348 |
| 1.3 | % |
|
| 250 |
| 1.1 | % |
Commercial real estate |
|
| 5,761 |
| 26.4 | % |
|
| 6,279 |
| 25.9 | % |
Residential real estate first mortgage |
|
| 1,016 |
| 27.3 | % |
|
| 1,156 |
| 26.3 | % |
Residential real estate junior lien |
|
| 896 |
| 10.8 | % |
|
| 805 |
| 11.1 | % |
Other revolving and installment |
|
| 378 |
| 5.5 | % |
|
| 380 |
| 5.6 | % |
Unallocated |
|
| 3,639 |
| — | % |
|
| 1,177 |
| — | % |
Total loans |
| $ | 22,984 |
| 100.0 | % |
| $ | 22,174 |
| 100.0 | % |
Loans Held for Sale
Loans held for sale represent loans to consumers for the purchase or refinance of a residence that we have originated and intend to sell into the secondary market. Loans held for sale were $66.0 million as of September 30, 2019, an increase of $51.5 million, as compared to December 31, 2018. The increase in loans held for sale was primarily due to seasonally higher mortgage loan originations which were $313.5 million for the three months ended September 30, 2019 compared to $169.8 million for the three months ended December 31, 2018.
Loans Held for Branch Sale
On January 15, 2019, we entered into an agreement to sell the loans of two branch locations in Duluth, Minnesota. These loans were classified as loans held for branch sale in our consolidated balance sheets as of December 31, 2018. As of December 31, 2018, loans held for branch sale totaled $32.0 million. The sale was completed on April 26, 2019, and as of September 30, 2019, there were no loans held for branch sale.
Investment Securities
The composition of ourthe Company’s investment securities portfolio reflects ourthe Company’s investment strategy of maintaining an appropriate level of liquidity for normal operations while providing an additional source of revenue. The investment portfolio also provides a balance to interest rate risk and credit risk in other categories of the balance sheet, while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as collateral.
55
The following table presents the fair value composition of ourthe Company’s investment securities portfolio as of September 30, 20192023 and December 31, 2018:2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
|
| September 30, 2019 |
| December 31, 2018 |
|
|
|
| |||||||||||||||||||||
|
|
|
|
| Percent of |
|
|
|
| Percent of |
| Change |
| ||||||||||||||||
| | | | | | | | | | | | ||||||||||||||||||
|
| September 30, 2023 |
| December 31, 2022 |
| ||||||||||||||||||||||||
| | | | | Percent of | | | | | Percent of | | ||||||||||||||||||
(dollars in thousands) |
| Balance |
| Portfolio |
|
| Balance |
| Portfolio |
|
| Amount |
| Percent |
|
| Balance |
| Portfolio |
| Balance |
| Portfolio |
| |||||
Trading |
| $ | — |
| - | % |
| $ | 1,539 |
| 0.6 | % |
| $ | (1,539) |
| (100.0) | % | |||||||||||
Available-for-sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| | | | | | | | | |
U.S. Treasury and agencies |
|
| 21,602 |
| 7.7 | % |
|
| 19,142 |
| 7.5 | % |
|
| 2,460 |
| 12.9 | % | | $ | 2,665 | | 0.3 | % | $ | 3,520 | | 0.3 | % |
Obligations of state and political agencies |
|
| 47,856 |
| 17.0 | % |
|
| 66,387 |
| 26.0 | % |
|
| (18,531) |
| (27.9) | % | |||||||||||
Mortgage backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| | | | | | | | | | | |
Residential Agency |
|
| 169,337 |
| 60.1 | % |
|
| 126,998 |
| 50.0 | % |
|
| 42,339 |
| 33.3 | % | |||||||||||
Residential agency | | | 521,623 | | 55.3 | % | | 587,679 | | 56.6 | % | ||||||||||||||||||
Commercial |
|
| 32,652 |
| 11.6 | % |
|
| 28,767 |
| 11.3 | % |
|
| 3,885 |
| 13.5 | % | | | 58,685 | | 6.2 | % | | 63,558 | | 6.1 | % |
Asset backed securities |
|
| 157 |
| 0.1 | % |
|
| 399 |
| 0.2 | % |
|
| (242) |
| (60.7) | % | | | 27 | | — | % | | 34 | | — | % |
Corporate bonds |
|
| 7,112 |
| 2.5 | % |
|
| 8,481 |
| 3.3 | % |
|
| (1,369) |
| (16.1) | % | | | 57,001 | | 6.0 | % | | 62,533 | | 6.0 | % |
Total available-for-sale |
|
| 278,716 |
| 99.0 | % |
|
| 250,174 |
| 98.3 | % |
|
| 28,542 |
| 11.4 | % | |||||||||||
Equity |
|
| 2,675 |
| 1.0 | % |
|
| 3,165 |
| 1.1 | % |
|
| (490) |
| (15.5) | % | |||||||||||
Total available-for-sale investment securities | |
| 640,001 | | 67.8 | % |
| 717,324 | | 69.0 | % | ||||||||||||||||||
Held-to-maturity | | | | | | | | | | | | ||||||||||||||||||
Obligations of state and political agencies | |
| 130,088 | | 13.8 | % |
| 137,787 | | 13.3 | % | ||||||||||||||||||
Mortgage backed securities | | | | | | | | | | | | ||||||||||||||||||
Residential agency | | | 173,398 | | 18.4 | % | | 184,115 | | 17.7 | % | ||||||||||||||||||
Total held-to-maturity investment securities | | | 303,486 | | 32.2 | % | | 321,902 | | 31.0 | % | ||||||||||||||||||
Total investment securities |
| $ | 281,391 |
| 100.0 | % |
| $ | 254,878 |
| 100.0 | % |
| $ | 26,513 |
| 10.4 | % | | $ | 943,487 | | 100.0 | % | $ | 1,039,226 | | 100.0 | % |
The investment securities available‑for‑sale presented in the following table are reported at fair value and by contractual maturity as of September 30, 2019.2023. Actual timing may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Additionally, residential mortgage backed securities and
64
collateralized mortgage obligations receive monthly principal payments, which are not reflected below. The yields below are calculated on a tax-equivalent basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
|
| Maturity as of September 30, 2019 |
| |||||||||||||||||||||||||||||||||||||||
|
| One year or less |
| One to five years |
| Five to ten years |
| After ten years |
| |||||||||||||||||||||||||||||||||
|
| Fair |
| Average |
| Fair |
| Average |
| Fair |
| Average |
| Fair |
| Average |
| |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||
| | Maturity as of September 30, 2023 |
| |||||||||||||||||||||||||||||||||||||||
| | One year or less | | One to five years | | Five to ten years | | After ten years |
| |||||||||||||||||||||||||||||||||
|
| Fair |
| Average |
| Fair |
| Average |
| Fair |
| Average |
| Fair |
| Average |
| |||||||||||||||||||||||||
(dollars in thousands) |
| Value |
| Yield |
| Value |
| Yield |
| Value |
| Yield |
| Value |
| Yield |
| | Value | | Yield | | Value | | Yield | | Value | | Yield | | Value | | Yield |
| ||||||||
Available-for-sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
| |
U.S. Treasury and agencies |
| $ | — |
| — | % | $ | 9,969 |
| 1.52 | % | $ | 5,841 |
| 3.36 | % | $ | 5,792 |
| 3.00 | % | | $ | — |
| — | % | $ | 390 |
| 4.26 | % | $ | 590 |
| 5.68 | % | $ | 1,685 |
| 5.66 | % |
Obligations of state and political agencies |
|
| 977 |
| 1.00 | % |
| 15,030 |
| 1.53 | % |
| 14,666 |
| 2.12 | % |
| 17,183 |
| 2.68 | % | |||||||||||||||||||||
Mortgage backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
| |
|
|
| | |
|
|
|
| |
|
|
|
| |
Residential Agency |
|
| 17 |
| — | % |
| 3,783 |
| 2.37 | % |
| 51,512 |
| 2.55 | % |
| 114,025 |
| 2.79 | % | |||||||||||||||||||||
Residential agency | |
| 15 |
| 3.11 | % |
| 3,248 |
| 2.22 | % |
| 5,416 |
| 2.77 | % |
| 512,944 |
| 1.82 | % | |||||||||||||||||||||
Commercial |
|
| — |
| — | % |
| 2,127 |
| 3.06 | % |
| 8,386 |
| 2.39 | % |
| 22,139 |
| 2.65 | % | |
| — |
| — | % |
| 15,316 |
| 2.77 | % |
| 9,179 |
| 2.88 | % |
| 34,190 |
| 2.42 | % |
Asset backed securities |
|
| — |
| 4.90 | % |
| — |
| — | % |
| — |
| — | % |
| 157 |
| 5.64 | % | |
| — |
| — | % |
| — |
| — | % |
| 8 |
| 5.20 | % |
| 19 |
| 5.04 | % |
Corporate bonds |
|
| 2,032 |
| — | % |
| 5,080 |
| 2.58 | % |
| — |
| — | % |
| — |
| — | % | |
| — |
| — | % |
| — |
| — | % |
| 57,001 |
| 3.83 | % |
| — |
| — | % |
Total available-for-sale |
| $ | 3,026 |
| 1.03 | % | $ | 35,989 |
| 1.89 | % | $ | 80,405 |
| 2.51 | % | $ | 159,296 |
| 2.77 | % | |||||||||||||||||||||
Total available-for-sale investment securities | | | 15 |
| 3.11 | % | | 18,954 |
| 2.71 | % | | 72,194 |
| 3.66 | % | | 548,838 |
| 1.87 | % | |||||||||||||||||||||
Held-to-maturity | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||
Obligations of state and political agencies | | | 5,875 | | 0.60 | % | | 45,878 | | 1.38 | % | | 49,427 | | 2.04 | % | | 10,257 | | 2.21 | % | |||||||||||||||||||||
Mortgage backed securities | |
|
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|
| |
|
|
| | |
|
|
|
| |
|
|
|
| | |||||||||||||||||||||
Residential agency | |
| — |
| — | % |
| — |
| — | % |
| — |
| — | % |
| 136,802 |
| 2.17 | % | |||||||||||||||||||||
Total held-to-maturity investment securities | | | 5,875 | | 0.60 | % | | 45,878 | | 1.38 | % | | 49,427 | | 2.04 | % | | 147,059 | | 2.17 | % | |||||||||||||||||||||
Total investment securities | | $ | 5,890 | | 0.61 | % | $ | 64,832 | | 1.77 | % | $ | 121,621 | | 2.99 | % | $ | 695,897 | | 1.93 | % | |||||||||||||||||||||
Cash
Deposits
Deposit inflows and Cash Equivalentsoutflows are influenced by prevailing market interest rates, competition, local and economic conditions, and fluctuations in the Company’s customers’ own liquidity needs and may also be influenced by recent developments in the financial services industry, including the large-scale deposit withdrawals over a short period of time at Silicon Valley Bank, Signature Bank, and First Republic Bank that resulted in the failure of those institutions.
Cash and cash equivalents increased $20.5 million to $61.2 millionTotal deposits were $2.9 billion as of September 30, 2019 compared to2023, a decrease of $43.3 million, or 1.5%, from December 31, 2018. This increase was primarily due to cash flows from financing activities and investing activities totaling $14.12022. Interest-bearing deposits increased $99.7 million and $4.4 million, respectively.while noninterest-bearing deposits decreased $143.0 million. The increase in cash flows provided by financing activities was primarily driven by $62.8 million in proceeds received from the issuance of common stock related to our initial public offering and a $53.2 million increase in deposits, partially offset by $93.5 million reduction in short-term borrowings. Cash flows provided by investing activities primarily consisted of a $60.4 million increase in proceeds from the sales and maturities of investment securities, $14.2 million in proceeds from a decrease in loans and $10.4 million in proceeds from the sale of our Duluth branch, partially offset by $80.5 million in purchases of investments securities available-for-sale.
Deposits
Total deposits as of September 30, 2019 were $1.8 billion and increased $58.0 million, or 3.3%, as compared to December 31, 2018. The increase in total deposits was due to an increase in interest-bearingboth public unit depositor seasonality and clients using excess liquidity and paying down revolving debt. Noninterest-bearing deposits of $70.7 million
56
partially offset by a decrease in noninterest-bearing accounts of $12.7 million. Total deposits represented 94.2%decreased from 29.5% of total liabilitiesdeposits to 25.0% as of September 30, 2019. The increase inhigher yields on interest-bearing accounts and other investment alternatives, such as U.S. treasuries, attracted funds. Time deposit balances increased as higher short-term CD rates attracted both existing non-maturity deposits was fairly evenly split amongst interest-bearing demand, money market and savings, and time deposits.as well as new deposits to the Company.
The following table presents the composition of ourthe Company’s deposit portfolio as of September 30, 20192023 and December 31, 2018:2022:
| | | | | | | | | | | | | | | | |
|
| September 30, 2023 | | December 31, 2022 | | | | | | | ||||||
| | | | | Percent of | | | | | Percent of | | Change | | |||
(dollars in thousands) |
| Balance |
| Portfolio |
| Balance |
| Portfolio |
| Amount |
| Percent |
| |||
Noninterest-bearing demand | | $ | 717,990 | | 25.0 | % | $ | 860,987 | | 29.5 | % | $ | (142,997) | | (16.6) | % |
Interest-bearing demand | |
| 759,812 | | 26.5 | % |
| 706,275 | | 24.2 | % |
| 53,537 | | 7.6 | % |
Money market and savings | |
| 1,047,447 | | 36.4 | % |
| 1,135,863 | | 39.0 | % |
| (88,416) | | (7.8) | % |
Time deposits | |
| 346,935 | | 12.1 | % |
| 212,359 | | 7.3 | % |
| 134,576 | | 63.4 | % |
Total deposits | | $ | 2,872,184 | | 100.0 | % | $ | 2,915,484 | | 100.0 | % | $ | (43,300) | | (1.5) | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 |
|
| December 31, 2018 |
|
|
|
|
|
|
| ||||||
|
|
|
|
| Percent of |
|
|
|
|
| Percent of |
|
| Change |
| |||
(dollars in thousands) |
| Balance |
| Portfolio |
|
| Balance |
| Portfolio |
|
|
| Amount |
| Percent |
| ||
Noninterest-bearing demand |
| $ | 537,951 |
| 29.3 | % |
| $ | 550,640 |
| 31.0 | % |
| $ | (12,689) |
| (2.3) | % |
Interest-bearing demand |
|
| 424,249 |
| 23.1 | % |
|
| 401,078 |
| 22.6 | % |
|
| 23,171 |
| 5.8 | % |
Money market and savings |
|
| 678,160 |
| 37.1 | % |
|
| 652,791 |
| 36.8 | % |
|
| 25,369 |
| 3.9 | % |
Time deposits |
|
| 192,753 |
| 10.5 | % |
|
| 170,587 |
| 9.6 | % |
|
| 22,166 |
| 13.0 | % |
Total deposits |
| $ | 1,833,113 |
| 100.0 | % |
| $ | 1,775,096 |
| 100.0 | % |
| $ | 58,017 |
| 3.3 | % |
65
The following table presents the average balances and rates of ourthe Company’s deposit portfolio for the three months ended September 30, 20192023 and 2018:2022:
|
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|
|
|
|
| |||||||||||
|
| Three months ended |
| Three months ended |
| |||||||||||||||||
|
| September 30, 2019 |
| September 30, 2018 |
| |||||||||||||||||
|
| Average |
| Average |
| Average |
| Average |
| |||||||||||||
| | | | | | | | | | | | |||||||||||
| | Three months ended September 30, | | |||||||||||||||||||
| | 2023 | | 2022 | | |||||||||||||||||
| | Average | | Average | | Average | | Average | | |||||||||||||
(dollars in thousands) |
| Balance |
| Rate |
| Balance |
| Rate |
|
| Balance |
| Rate |
| Balance |
| Rate |
| ||||
Noninterest-bearing demand |
| $ | 502,108 |
| - | % | $ | 545,154 |
| - | % | | $ | 743,253 | | — | % | $ | 845,375 | | — | % |
Interest-bearing demand |
|
| 424,896 |
| 0.49 | % |
| 393,390 |
| 0.23 | % | | | 757,995 | | 1.34 | % | | 692,310 | | 0.13 | % |
Money market and savings |
|
| 649,190 |
| 1.32 | % |
| 619,386 |
| 0.67 | % | | | 1,127,630 | | 3.20 | % | | 1,089,137 | | 0.40 | % |
Time deposits |
|
| 187,023 |
| 1.74 | % |
| 207,009 |
| 0.99 | % | | | 276,797 | | 3.94 | % | | 224,603 | | 0.74 | % |
Total deposits |
| $ | 1,763,217 |
| 0.79 | % | $ | 1,764,939 |
| 0.40 | % | | $ | 2,905,675 | | 1.97 | % | $ | 2,851,425 | | 0.25 | % |
The following table presents the contractual maturity of time deposits, including certificate of deposit account registry services and IRA deposits of $100$250 thousand and over, that were outstanding as of the dates presented:
|
|
|
|
|
|
|
|
| September 30, |
| December 31, | ||
(dollars in thousands) |
| 2019 |
| 2018 | ||
Maturing in: |
|
|
|
|
|
|
3 months or less |
| $ | 46,870 |
| $ | 24,856 |
3 months to 6 months |
|
| 32,389 |
|
| 37,129 |
6 months to 1 year |
|
| 10,854 |
|
| 8,260 |
1 year or greater |
|
| 15,657 |
|
| 13,767 |
Total |
| $ | 105,770 |
| $ | 84,012 |
Deposits Held for Sale
On January 15, 2019, we entered into an agreement to sell our branch offices located in Duluth, Minnesota, including deposits attributable to those offices. These deposits were classified as held for sale in our consolidated balance sheets. As of December 31, 2018, deposits held for sale totaled $24.2 million. The sale was completed on April 26, 2019, and as of September 30, 2019, there2023:
| | | |
| | September 30, | |
(dollars in thousands) |
| 2023 | |
Maturing in: |
| |
|
3 months or less | | $ | 34,094 |
3 months to 6 months | |
| 42,811 |
6 months to 1 year | |
| 17,753 |
1 year or greater | |
| 4,044 |
Total | | $ | 98,702 |
The Company’s total uninsured deposits, which are amounts of deposit accounts that exceed the FDIC insurance limit, currently $250,000, were no deposits heldapproximately $1.0 billion at September 30, 2023 These amounts were estimated based on the same methodologies used for sale.
57
regulatory reporting purposes.
Borrowings
Borrowings as of September 30, 20192023 and December 31, 20182022 were as follows:
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| |||||||||||||
|
| September 30, 2019 |
| December 31, 2018 |
|
|
|
|
|
| |||||||||||||||||||
|
|
|
|
| Percent of |
|
|
|
| Percent of |
| Change |
| ||||||||||||||||
| | | | | | | | | | | | ||||||||||||||||||
| | September 30, 2023 | | December 31, 2022 | | ||||||||||||||||||||||||
| | | | | Percent of | | | | | Percent of | | ||||||||||||||||||
(dollars in thousands) |
| Balance |
| Portfolio |
|
| Balance |
| Portfolio |
|
|
| Amount |
| Percent |
|
| Balance |
| Portfolio |
| Balance |
| Portfolio |
| ||||
Fed funds purchased |
| $ | — |
| 0.0 | % |
| $ | 93,460 |
| 61.4 | % |
| $ | (93,460) |
| (100.0) | % |
| $ | 315,470 |
| 54.9 | % | $ | 153,080 | | 35.0 | % |
FHLB Short-term advances |
|
| — |
| 0.0 | % |
|
| — |
| 0.0 | % |
|
| — |
| — | % | | | 200,000 | | 34.8 | % | | 225,000 | | 51.6 | % |
Subordinated notes |
|
| 49,609 |
| 84.4 | % |
|
| 49,562 |
| 32.5 | % |
|
| 47 |
| 0.1 | % | | | 50,000 | | 8.7 | % | | 50,000 | | 11.4 | % |
Junior subordinated debentures |
|
| 8,476 |
| 14.4 | % |
|
| 8,392 |
| 5.5 | % |
|
| 84 |
| 1.0 | % | |
| 8,928 | | 1.6 | % | | 8,843 | | 2.0 | % |
Finance lease liability |
|
| 690 |
| 1.2 | % |
|
| 870 |
| 0.6 | % |
|
| (180) |
| (20.7) | % | |||||||||||
Total borrowed funds |
| $ | 58,775 |
| 100.0 | % |
| $ | 152,284 |
| 100.0 | % |
| $ | (93,509) |
| (61.4) | % | | $ | 574,398 | | 100.0 | % | $ | 436,923 | | 100.0 | % |
Capital Resources
Stockholders' equity is influenced primarily by earnings, dividends, the Company's sales and repurchases of its common stock and changes in accumulated other comprehensive income caused primarily by fluctuations in unrealized gains or losses, net of taxes, on available-for-sale securities.
Stockholders' equity increased $84.4decreased $7.5 million, or 2.1%, to $281.4$349.4 million as of September 30, 2019,2023, compared to $197.0$356.9 million as of December 31, 2018. The increase in stockholders'2022. Tangible common equity was primarily impacted by $62.8 millionto tangible assets, a non-GAAP financial measure, decreased to 7.47% as of net proceeds received from our initial public offering, $21.9 million of net income for the nine months ended September 30, 2019, and an increase2023, from 7.74% as of $6.7 millionDecember 31, 2022. Common equity tier 1 capital to risk weighted assets decreased to 13.01% as of accumulated other comprehensive income. These increases were partially offset by dividends paid to common shareholders totaling $6.3 million for the nine months ended September 30, 2019. 2023, from 13.39% as of December 31, 2022.
The increase in accumulated other comprehensive income was entirely from the increase in after-tax market value adjustments on the available-for-sale investment securities portfolio.
We striveCompany strives to maintain an adequate capital base to support ourthe Company’s activities in a safe and sound manner while at the same time attempting to maximize stockholder value. Capital adequacy is assessed against the
66
risk inherent in ourthe Company’s balance sheet, recognizing that unexpected loss is the common denominator of risk, and that common equity has the greatest capacity to absorb unexpected loss.
We areThe Company is subject to various regulatory capital requirements both at the Company and at the Bank level. Failure to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on ourthe Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, specific capital guidelines must be met that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting policies. We haveThe Company has consistently maintained regulatory capital ratios at or above the well-capitalized standards.
58
At September 30, 20192023 and December 31, 2018, we2022, the Company met all the capital adequacy requirements to which we werethe Company was subject. The table below presents the Company’s and the Bank’s regulatory capital ratios as of September 30, 20192023 and December 31, 2018: 2022:
| | | | | |
| | September 30, | | December 31, | |
Capital Ratios |
| 2023 |
| 2022 |
|
Alerus Financial Corporation Consolidated |
|
|
|
|
|
Common equity tier 1 capital to risk weighted assets | | 13.01 | % | 13.39 | % |
Tier 1 capital to risk weighted assets | | 13.30 | % | 13.69 | % |
Total capital to risk weighted assets | | 16.10 | % | 16.48 | % |
Tier 1 capital to average assets | | 11.14 | % | 11.25 | % |
Tangible common equity to tangible assets (1) | | 7.47 | % | 7.74 | % |
| | |
| |
|
Alerus Financial, National Association | | |
| |
|
Common equity tier 1 capital to risk weighted assets | | 12.68 | % | 12.76 | % |
Tier 1 capital to risk weighted assets | | 12.68 | % | 12.76 | % |
Total capital to risk weighted assets | | 13.86 | % | 13.83 | % |
Tier 1 capital to average assets | | 10.72 | % | 10.48 | % |
|
|
|
|
|
|
|
| September 30, |
| December 31, |
|
Capital Ratios |
| 2019 |
| 2018 |
|
Alerus Financial Corporation |
|
|
|
|
|
Common equity tier 1 capital to risk weighted assets |
| 12.38 | % | 8.43 | % |
Tier 1 capital to risk weighted assets |
| 12.81 | % | 8.87 | % |
Total capital to risk weighted assets |
| 16.67 | % | 12.86 | % |
Tier 1 capital to average assets |
| 11.33 | % | 7.51 | % |
Tangible common equity to tangible assets (1) |
| 10.76 | % | 6.91 | % |
|
|
|
|
|
|
Alerus Financial, National Association |
|
|
|
|
|
Common equity tier 1 capital to risk weighted assets |
| 11.84 | % | 11.39 | % |
Tier 1 capital to risk weighted assets |
| 11.84 | % | 11.39 | % |
Total capital to risk weighted assets |
| 13.06 | % | 12.62 | % |
Tier 1 capital to average assets |
| 10.47 | % | 9.63 | % |
|
|
The capital ratios for the Company and the Bank, as of September 30, 2019,2023, as shown in the above tables, indicatetable, were at levels above the regulatory minimumminimums to be considered “well capitalized”. All regulatory capital ratios increased from their December 31, 2018 levels primarily as a result of net proceeds received from our initial public offering andSee “NOTE 18 Regulatory Matters” to the increase in retained earnings.consolidated financial statements for additional information.
Contractual Obligations and Off‑BalanceOff-Balance Sheet Arrangements
Contractual Obligations
In the ordinary course of our operations, we enter into certain contractual obligations. The following table presents our contractual obligations by maturity as of September 30, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 | |||||||||||||
|
| Less than |
| One to |
| Three to |
| Over |
|
|
| ||||
(dollars in thousands) |
| one year |
| three years |
| five years |
| five years |
| Total | |||||
Operating lease obligations |
| $ | 2,291 |
| $ | 3,255 |
| $ | 2,567 |
| $ | 2,460 |
| $ | 10,573 |
Time deposits |
|
| 154,554 |
|
| 23,665 |
|
| 7,247 |
|
| 7,287 |
|
| 192,753 |
Subordinated notes payable |
|
| — |
|
| — |
|
| — |
|
| 49,609 |
|
| 49,609 |
Junior subordinated debenture (Trust I) |
|
| — |
|
| — |
|
| — |
|
| 3,390 |
|
| 3,390 |
Junior subordinated debenture (Trust II) |
|
| — |
|
| — |
|
| — |
|
| 5,086 |
|
| 5,086 |
Finance lease liability |
|
| 251 |
|
| 502 |
|
| 20 |
|
| — |
|
| 773 |
Off‑Balance Sheet Arrangements
We areCompany is a party to financial instruments with off‑balanceoff-balance sheet risk in the normal course of business to meet the financing needs of ourthe Company’s customers. These financial instruments consist primarily of commitments to extend credit and standby letters of credit. Commitments to extend credit are agreements to lend to customers, generally having fixed expiration dates or other termination clauses that may require payment of a fee. These commitments consist principally of unused commercial and consumer credit lines. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of an underlying contract with a third party. The credit risks associated with commitments to extend credit and standby letters of credit are essentially the same as that involved with extending loans to customers and are subject to normal credit policies. Collateral may be required based on management’s assessment of the customer’s creditworthiness. The fair value of these commitments is considered immaterial for disclosure purposes.
5967
A summary of the contractual amounts of ourthe Company’s exposure to off‑balanceoff-balance sheet agreements as of September 30, 20192023 and December 31, 2018, is2022, was as follows:
| | | | | | |
| | September 30, | | December 31, | ||
(dollars in thousands) |
| 2023 |
| 2022 | ||
Commitments to extend credit | | $ | 786,233 | | $ | 806,431 |
Standby letters of credit | |
| 9,734 | |
| 13,089 |
Total | | $ | 795,967 | | $ | 819,520 |
|
|
|
|
|
|
|
|
| September 30, |
| December 31, | ||
(dollars in thousands) |
| 2019 |
| 2018 | ||
Commitments to extend credit |
| $ | 570,220 |
| $ | 529,890 |
Standby letters of credit |
|
| 8,023 |
|
| 8,852 |
Total |
| $ | 578,243 |
| $ | 538,742 |
Liquidity
Liquidity management is the process by which we managethe Company manages the flow of funds necessary to meet ourthe Company’s financial commitments on a timely basis and at a reasonable cost and to take advantage of earnings enhancement opportunities. These financial commitments include withdrawals by depositors, credit commitments to borrowers, expenses of ourthe Company’s operations, and capital expenditures. Liquidity is monitored and closely managed by ourthe Company’s asset and liability committee, or the ALCO, a group of senior officers from the finance, enterprise risk management, deposit, investment, treasury, and lending areas. It is the ALCO’s responsibility to ensure we havethe Company has the necessary level of funds available for normal operations as well as maintain a contingency funding policy to ensure that potential liquidity stress events are planned for, quickly identified, and management has plans in place to respond. The ALCO has created policies which establish limits and require measurements to monitor liquidity trends, including modeling and management reporting that identifies the amounts and costs of all available funding sources.
As of September 30, 2019, we2023, the Company had on balance sheet liquidity of $192.7$623.4 million, compared to $152.1$778.9 million as of December 31, 2018.2022. On balance sheet liquidity includes total due from banks,cash and cash equivalents, federal funds sold, interest‑bearing deposits with banks, unencumbered securities available‑for‑saleavailable-for-sale, and over collateralized securities pledging position.positions available-for-sale.
The Bank is a member of the FHLB, which provides short‑short- and long‑termlong-term funding to its members through advances collateralized by real estate related assets and other select collateral, most typically in the form of debt securities. The actualActual borrowing capacity is contingent on the amount of collateral available to be pledged to the FHLB. As of September 30, 2019, we2023, the Company had no outstanding fed$315.5 million in federal funds purchased and $200.0 million in short-term borrowings from the FHLB. As of September 30, 2019 we2023, the Company had $858.3 million$1.5 billion of real estate‑related loanscollateral pledged to the FHLB. BasedFHLB and based on this collateral, we werethe Company was eligible to borrow up to an additional $545.7 million.$477.1 million from the FHLB. In addition, wethe Company can borrow up to $87.0$107.0 million through the unsecured lines of credit we havethe Company has established with four other correspondent banks.
In addition, because the Bank is “well capitalized,” wethe Company can accept wholesale deposits up to 20.0% of total assets based on current policy limits.limits, or $773.8 million, as of September 30, 2023. Management believed that wethe Company had adequate resources to fund all of ourthe Company’s commitments as of September 30, 20192023 and December 31, 2018.2022.
OurThe Company’s primary sources of liquidity include liquid assets, as well as unencumbered securities that can be used to collateralize additional funding. As of September 30, 2019, we had $61.2 million of cash and cash equivalents of which $25.0 million are interest‑earning deposits held at the Federal Reserve, FHLB and other correspondent banks.
Though remote, the possibility of a funding crisis exists at all financial institutions. The economic impact of the recent rise in inflation and rising interest rates could place increased demand on the Company’s liquidity if the Company experiences significant credit deterioration and as the Company meets borrowers’ needs. Accordingly, management has addressed this issue by formulating a liquidity contingency plan, which has been reviewed and approved by both the Bank’s board of directors and the ALCO. The plan addresses the actions that wethe Company would take in response to both a short‑termshort-term and long‑termlong-term funding crisis.
A short‑termshort-term funding crisis would most likely result from a shock to the financial system, either internal or external, which disrupts orderly short‑termshort-term funding operations. Such a crisis would likely be temporary in nature and would not involve a change in credit ratings. A long‑termlong-term funding crisis would most likely be the result of both external and internal factors and would most likely result in drastic credit deterioration. Management believes that both potential
68
circumstances have been fully addressed through detailed action plans and the establishment of trigger points for monitoring such events.
60
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates. Interest‑rateInterest-rate risk is the risk to earnings and equity value arising from changes in market interest rates and arises in the normal course of business to the extent that there is a divergence between the amount of interest‑earninginterest-earning assets and the amount of interest‑bearinginterest-bearing liabilities that are prepaid/withdrawn, re‑price,re-price, or mature in specified periods. We seekThe Company seeks to achieve consistent growth in net interest income and equity while managing volatility arising from shifts in market interest rates. The ALCO oversees market risk management, monitoring risk measures, limits, and policy guidelines for managing the amount of interest rate risk and its effect on net interest income and capital. The Bank’s board of directors approves policy limits with respect to interest rate risk.
Interest Rate Risk
Interest rate risk management is an active process that encompasses monitoring loan and deposit flows complemented by investment and funding activities. Effective interest rate risk management begins with understanding the dynamic characteristics of assets and liabilities and determining the appropriate interest rate risk position given business activities, management objectives, market expectations and ALCO policy limits and guidelines.
Interest rate risk can come in a variety of forms, including repricing risk, basis risk, yield curve risk and option risk. Repricing risk is the risk of adverse consequences from a change in interest rates that arises because of differences in the timing of when those interest rate changes impact ourthe Company’s assets and liabilities. Basis risk is the risk of adverse consequence resulting from unequal change in the spread between two or more rates for different instruments with the same maturity. Yield curve risk is the risk of adverse consequences resulting from unequal changes in the spread between two or more rates for different maturities for the same or different instruments. Option risk in financial instruments arises from embedded options such as options provided to borrowers to make unscheduled loan prepayments, options provided to debt issuers to exercise call options prior to maturity, and depositor options to make withdrawals and early redemptions.
Management regularly reviews ourthe Company’s exposure to changes in interest rates. Among the factors considered are changes in the mix of interest‑earninginterest-earning assets and interest‑bearinginterest-bearing liabilities, interest rate spreads and repricing periods. The ALCO reviews, on at least a quarterly basis, the interest rate risk position.
The interest‑rateinterest-rate risk position is measured and monitored at the Bank using net interest income simulation models and economic value of equity sensitivity analysis that capture both short‑termshort-term and long‑term interest‑ratelong-term interest-rate risk exposure.
Modeling the sensitivity of net interest income and the economic value of equity to changes in market interest rates is highly dependent on numerous assumptions incorporated into the modeling process. The models used for these measurements rely on estimates of the potential impact that changes in interest rates may have on the value and prepayment speeds on all components of ourthe Company’s loan portfolio, investment portfolio, as well as embedded options and cash flows of other assets and liabilities. BalanceThe balance sheet growth assumptionscomposition and size are also includedassumed to remain static in the simulation modeling process. The analysis provides a framework as to what ourthe Company’s overall sensitivity position is as of ourthe Company’s most recent reported position and the impact that potential changes in interest rates may have on net interest income and the economic value of ourthe Company’s equity.
Net interest income simulation involves forecasting net interest income under a variety of interest rate scenarios including instantaneous shocks.
6169
The estimated impact on ourthe Company’s net interest income as of September 30, 20192023 and December 31, 2018,2022, assuming immediate parallel moves in interest rates, is presented in the table below.below:
| | | | | | | | | |
| | September 30, 2023 | | December 31, 2022 |
| ||||
|
| Following |
| Following |
| Following |
| Following |
|
| | 12 months | | 24 months | | 12 months | | 24 months |
|
+400 basis points |
| −6.3 | % | −6.7 | % | −25.1 | % | −8.2 | % |
+300 basis points |
| −4.9 | % | −5.5 | % | −18.9 | % | −6.4 | % |
+200 basis points |
| −3.3 | % | −3.7 | % | −12.7 | % | −4.4 | % |
+100 basis points |
| −1.4 | % | −1.3 | % | −6.2 | % | −1.8 | % |
−100 basis points |
| 0.6 | % | 0.2 | % | 5.2 | % | 0.5 | % |
−200 basis points |
| 0.4 | % | −0.9 | % | 7.9 | % | −1.7 | % |
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2019 |
| December 31, 2018 |
| ||||
|
| Following |
| Following |
| Following |
| Following |
|
|
| 12 months |
| 24 months |
| 12 months |
| 24 months |
|
+400 basis points |
| 4.4 | % | 11.4 | % | 0.4 | % | 10.7 | % |
+300 basis points |
| 3.4 | % | 8.5 | % | 0.3 | % | 8.7 | % |
+200 basis points |
| 2.3 | % | 5.5 | % | 0.2 | % | 6.6 | % |
+100 basis points |
| 1.3 | % | 2.4 | % | 0.3 | % | 4.8 | % |
−100 basis points |
| −5.4 | % | −11.4 | % | −5.2 | % | −6.7 | % |
−200 basis points |
| N/A | % | N/A | % | −9.6 | % | −16.4 | % |
Management strategies may impact future reporting periods, as actual results may differ from simulated results due to the timing, magnitude, and frequency of interest rate changes, the difference between actual experience, and the characteristics assumed, as well as changes in market conditions. Market basedMarket-based prepayment speeds are factored into the analysis for loan and securities portfolios. Rate sensitivity for transactional deposit accounts is modeled based on both historical experience and external industry studies.
Management uses an economic value of equity sensitivity analysis to understand the impact of interest rate changes on long‑termlong-term cash flows, income, and capital. Economic value of equity is based on discounting the cash flows for all balance sheet instruments under different interest rate scenarios. Deposit premiums are based on external industry studies and utilizing historical experience.
The table below presents the change in the economic value of equity as of September 30, 20192023 and December 31, 2018,2022, assuming immediate parallel shifts in interest rates.rates:
| | | | | |
| | September 30, | | December 31, |
|
|
| 2023 |
| 2022 |
|
+400 basis points |
| −23.1 | % | −19.5 | % |
+300 basis points |
| −18.5 | % | −15.3 | % |
+200 basis points |
| −12.3 | % | −10.4 | % |
+100 basis points |
| −5.5 | % | −4.9 | % |
−100 basis points |
| 4.1 | % | 4.0 | % |
−200 basis points |
| 6.5 | % | 5.0 | % |
|
|
|
|
|
|
|
| September 30, |
| December 31, |
|
|
| 2019 |
| 2018 |
|
+400 basis points |
| 18.5 | % | 4.9 | % |
+300 basis points |
| 16.0 | % | 4.8 | % |
+200 basis points |
| 12.5 | % | 4.0 | % |
+100 basis points |
| 7.9 | % | 2.8 | % |
−100 basis points |
| −26.5 | % | −15.9 | % |
−200 basis points |
| N/A | % | −36.8 | % |
Operational Risk
Operational risk is the risk of loss due to human behavior, inadequate or failed internal systems and controls, and external influences such as market conditions, fraudulent activities, disasters, and security risks. Management continuously strives to strengthen its system of internal controls, enterprise risk management, operating processes and employee awareness to assess the impact on earnings and capital and to improve the oversight of ourthe Company’s operational risk.
Compliance Risk
Compliance risk represents the risk of regulatory sanctions, reputational impact or financial loss resulting from failure to comply with rules and regulations issued by the various banking agencies and standards of good banking practice. Activities which may expose usthe Company to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, community reinvestment initiatives, fair lending challenges resulting from the expansion of ourthe Company’s banking center network, employment and tax matters.
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Strategic and/or Reputation Risk
Strategic and/or reputation risk represents the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, failure to assess current and new opportunities in business, markets and products,
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and any other event not identified in the defined risk types mentioned previously. Mitigation of the various risk elements that represent strategic and/or reputation risk is achieved through initiatives to help management better understand and report on various risks, including those related to the development of new products and business initiatives.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management, including ourthe President and Chief Executive Officer, and ourthe Chief Financial Officer, and the Chief Accounting Officer have evaluated the effectiveness of ourthe Company’s “disclosure controls and procedures” (as defined in Rule 13a‑15(e)13a-15(e) under the Securities Exchange Act of 1934, or the “Exchange Act”)Exchange Act), as of the end of the period covered by this report. Based on such evaluation, ourthe President and Chief Executive Officer, and ourthe Chief Financial Officer and the Chief Accounting Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective as of that date to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its President and Chief Executive Officer, its Chief Financial Officer and its Chief FinancialAccounting Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a‑15(f)13a-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II—OTHER INFORMATION
There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business of the Company or its subsidiaries, to which wethe Company or any of ourits subsidiaries isare a party or to which our property is the subject. The Company does not know of any proceeding contemplated by a governmental authority against the Company or any of its subsidiaries.
There have been no material changes fromto the risk factors previously disclosed in the “Risk Factors” section included in our prospectusCompany’s Annual Report on Form 10-K filed with the SEC on SeptemberMarch 13, 2019, pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.2023.
Item 2 - Recent Sales of Unregistered Securities
– Unregistered Sales of Equity Securities,
None.
Use of Proceeds, from Registeredand Issuer Purchases of Equity Securities
On September 17, 2019, the Company sold 2,860,000 sharesUnregistered Sales of common stock in its initial public offering. On September 25, 2019, the Company sold 429,000 additional shares of common stock pursuant to the exercise in full byEquity Securities
None.
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the underwritersIssuer Repurchases of their optionEquity Securities
The following table presents information related to purchase additional shares to cover over-allotments. The aggregate offering price for the shares sold by the Company was $69.1 million, and after deducting $6.3 millionrepurchases of underwriting discounts, commissions and offering expenses paid to third parties, the Company received total net proceeds of $62.8 million. All of the shares were sold pursuant to the Company’s Registration Statement on Form S-1, as amended (File No. 333-233339), which was declared effective by the SEC on September 12, 2019, and registered shares of the Company’s common stock with a maximum aggregate offering price of $89.7 million. Raymond James & Associates, Inc. and D.A. Davidson & Co. served as joint book-running managersfor each calendar month in the offering, and Piper Jaffray & Co. served as co-manager. The Company’s common stock is currently traded on the Nasdaq Capital Market under the symbol “ALRS”.third quarter of 2023:
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | Total Number of | | Maximum Number of |
| | Total Number | | Average | | Shares Purchased as | | Shares that May | |
| | of Shares | | Price Paid | | Part of Publicly | | Yet be Purchased | |
(dollars in thousands, except per share data) |
| Purchased (1) |
| per Share |
| Announced Plans |
| Under the Plan (2) | |
July 1-31, 2023 |
| 48,364 |
| $ | 17.29 |
| 46,464 |
| 553,490 |
August 1-31, 2023 |
| 861 |
|
| 18.45 |
| 861 |
| 552,629 |
September 1-30, 2023 |
| 21,103 |
|
| 17.92 |
| 21,103 |
| 531,526 |
Total |
| 70,328 |
| $ | 17.49 |
| 68,428 |
| 531,526 |
| (1) | Shares repurchased by the Company included shares surrendered by employees to the Company to pay withholding taxes on the vesting of restricted stock awards. |
| (2) | On February 18, 2021, the Board of Directors of the Company approved a stock repurchase program, or the Program, which authorizes the Company to repurchase up to 770,000 shares of its common stock, subject to certain limitations and conditions. The Program was effective immediately and will continue for a period of 36 months, until February 28, 2024. The Program does not obligate the Company to repurchase any shares of its common stock and there is no assurance that the Company will do so. For the three months ended September 30, 2023, the Company repurchased 68,428 shares of common stock under the Program. |
Use of Proceeds from Registered Securities
There has been no material change in the planned use of proceeds from the initial public offering as described in the Company’s prospectus filed with the SEC on September 13, 2019, pursuant to Rule 424(b)(4) under the Securities Act of 1933. From the effective date of the registration statement through September 30, 2019, the Company has maintained the net proceeds of the initial public offering on deposit with the Bank. The Bank has used the deposits of the Company to pay down short-term borrowings.None.
Item 3 – Defaults Upon Senior Securities
None.
Item 4 – Mine Safety Disclosures
Not Applicable.
None.During the fiscal quarter ended September 30, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule10b5-1(c) or any non-Rule 10b5-1 trading arrangement.
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Exhibit No. | Description | |
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3.1 | | |
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3.2 | | |
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31.1 | | |
31.2 | | |
32.1 | | |
32.2 | ||
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|
101.INS | | iXBRL Instance Document |
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104 | | Cover Page Interactive Data File (formatted Inline XBRL and contained in Exhibits 101) |
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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 authorizedauthorized.
| | | |
| ALERUS FINANCIAL CORPORATION | ||
|
| ||
| |||
Date: November | By: | /s/ | |
| | Name: | |
| | Title: | |
| | | |
Date: November 2, 2023 | By: | /s/ Alan A. Villalon | |
| | Name: Alan A. Villalon | |
| | Title: Executive Vice President and | |
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