Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS.
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In Thousands, Except Per Share Data)
SEPTEMBER 30,
DECEMBER 31,
2022
2021
(Unaudited)
ASSETS
Cash
$
107,617
$
90,008
Interest-bearing deposits in other financial institutions
81,389
627,259
Cash and cash equivalents
189,006
717,267
Available-for-sale securities
482,807
501,032
Held-to-maturity securities
206,485
—
Mortgage loans held for sale
4,097
8,735
Loans receivable, net of allowance for credit losses of $ 62,761 – September 2022; $ 60,754 – December 2021
4,497,109
4,007,500
Interest receivable
13,787
10,705
Prepaid expenses and other assets
64,383
45,176
Other real estate owned and repossessions, net
269
2,087
Premises and equipment, net
139,410
132,733
Goodwill and other intangible assets
11,029
6,081
Federal Home Loan Bank stock and other interest-earning assets
31,254
6,655
Current and deferred income taxes
36,613
11,973
Total Assets
$
5,676,249
$
5,449,944
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits
$
4,739,118
$
4,552,101
Securities sold under reverse repurchase agreements with customers
124,187
137,116
Short-term borrowings and other interest-bearing liabilities
99,119
1,839
Subordinated debentures issued to capital trust
25,774
25,774
Subordinated notes
74,207
73,984
Accrued interest payable
2,632
646
Advances from borrowers for taxes and insurance
10,134
6,147
Accrued expenses and other liabilities
76,829
25,956
Liability for unfunded commitments
12,974
9,629
Total Liabilities
5,164,974
4,833,192
Stockholders’ Equity:
Capital stock
Serial preferred stock, $ .01 par value; authorized 1,000,000 shares; issued and outstanding September 2022 and December 2021 - - 0 - shares
—
—
Common stock, $ .01 par value; authorized 20,000,000 shares; issued and outstanding September 2022 – 12,245,593 shares; December 2021 – 13,128,493 shares
123
131
Additional paid-in capital
41,515
38,314
Retained earnings
527,963
545,548
Accumulated other comprehensive income (loss)
( 58,326 )
32,759
Total Stockholders’ Equity
511,275
616,752
Total Liabilities and Stockholders’ Equity
$
5,676,249
$
5,449,944
See Notes to Consolidated Financial Statements
1
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
THREE MONTHS ENDED
SEPTEMBER 30,
2022
2021
(Unaudited)
INTEREST INCOME
Loans
$
54,077
$
46,536
Investment securities and other
5,580
3,104
TOTAL INTEREST INCOME
59,657
49,640
INTEREST EXPENSE
Deposits
4,984
2,925
Securities sold under reverse repurchase agreements
45
10
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities
377
—
Subordinated debentures issued to capital trust
248
111
Subordinated notes
1,105
1,671
TOTAL INTEREST EXPENSE
6,759
4,717
NET INTEREST INCOME
52,898
44,923
PROVISION (CREDIT) FOR CREDIT LOSSES ON LOANS
2,000
( 3,000 )
PROVISION FOR UNFUNDED COMMITMENTS
1,315
643
NET INTEREST INCOME AFTER PROVISION (CREDIT) FOR CREDIT LOSSES AND PROVISION (CREDIT) FOR UNFUNDED COMMITMENTS
49,583
47,280
NON-INTEREST INCOME
Commissions
226
325
Overdraft and insufficient funds fees
2,077
1,845
Point-Of-Sale and ATM fee income and service charges
3,874
3,714
Net gains on loan sales
601
2,341
Net realized gain on sale of available for sale securities
31
—
Late charges and fees on loans
206
481
Gain on derivative interest rate products
88
45
Other income
881
1,047
TOTAL NON-INTEREST INCOME
7,984
9,798
NON-INTEREST EXPENSE
Salaries and employee benefits
18,976
17,834
Net occupancy and equipment expense
7,198
7,244
Postage
860
759
Insurance
803
775
Advertising
953
997
Office supplies and printing
236
200
Telephone
832
848
Legal, audit and other professional fees
2,239
636
Expense on other real estate and repossessions
84
103
Acquired intangible asset amortization
216
158
Other operating expenses
2,361
1,785
TOTAL NON-INTEREST EXPENSE
34,758
31,339
INCOME BEFORE INCOME TAXES
22,809
25,739
PROVISION FOR INCOME TAXES
4,676
5,375
NET INCOME
$
18,133
$
20,364
Basic Earnings Per Common Share
$
1.47
$
1.50
Diluted Earnings Per Common Share
$
1.46
$
1.49
Dividends Declared Per Common Share
$
0.40
$
0.36
See Notes to Consolidated Financial Statements
2
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
NINE MONTHS ENDED
SEPTEMBER 30,
2022
2021
(Unaudited)
INTEREST INCOME
Loans
$
143,906
$
141,605
Investment securities and other
15,122
9,120
TOTAL INTEREST INCOME
159,028
150,725
INTEREST EXPENSE
Deposits
9,516
10,604
Securities sold under reverse repurchase agreements
62
29
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities
614
—
Subordinated debentures issued to capital trust
525
337
Subordinated notes
3,317
6,060
TOTAL INTEREST EXPENSE
14,034
17,030
NET INTEREST INCOME
144,994
133,695
PROVISION (CREDIT) FOR CREDIT LOSSES ON LOANS
2,000
( 3,700 )
PROVISION (CREDIT) FOR UNFUNDED COMMITMENTS
3,345
( 338 )
NET INTEREST INCOME AFTER PROVISION (CREDIT) FOR CREDIT LOSSES AND PROVISION (CREDIT) FOR UNFUNDED COMMITMENTS
139,649
137,733
NON-INTEREST INCOME
Commissions
912
977
Overdraft and insufficient funds fees
5,830
4,817
Point-Of-Sale and ATM fee income and service charges
11,942
11,043
Net gains on loan sales
2,234
7,643
Net realized gain on sale of available-for-sale securities
38
—
Late charges and fees on loans
879
1,141
Gain on derivative interest rate products
385
340
Other income
4,260
3,159
TOTAL NON-INTEREST INCOME
26,480
29,120
NON-INTEREST EXPENSE
Salaries and employee benefits
56,488
52,887
Net occupancy and equipment expense
20,884
21,013
Postage
2,491
2,387
Insurance
2,383
2,294
Advertising
2,383
2,187
Office supplies and printing
662
639
Telephone
2,513
2,597
Legal, audit and other professional fees
4,240
1,814
Expense on other real estate and repossessions
313
473
Acquired intangible asset amortization
552
705
Other operating expenses
6,121
4,856
TOTAL NON-INTEREST EXPENSE
99,030
91,852
INCOME BEFORE INCOME TAXES
67,099
75,001
PROVISION FOR INCOME TAXES
13,755
15,655
NET INCOME
$
53,344
$
59,346
Basic Earnings Per Common Share
$
4.23
$
4.35
Diluted Earnings Per Common Share
$
4.20
$
4.32
Dividends Declared Per Common Share
$
1.16
$
1.04
See Notes to Consolidated Financial Statements
3
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands, Except Per Share Data)
THREE MONTHS ENDED
SEPTEMBER 30,
2022
2021
(Unaudited)
Net Income
$
18,133
$
20,364
Unrealized appreciation (depreciation) on available-for-sale securities, net of taxes (credit) of $( 6,884 ) and $( 1,011 ), for 2022 and 2021, respectively
( 23,305 )
( 3,420 )
Unrealized loss on securities transferred to held-to-maturity, net of taxes (credit) of $( 65 ) and $-0- for 2022 and 2021, respectively
( 220 )
—
Less: reclassification adjustment for gains included in net income, net of taxes of $( 7 ) and $-0- for 2022 and 2021, respectively
( 24 )
—
Amortization of realized gain on termination of cash flow hedge, net of taxes (credit) of $( 467 ) and $( 468 ), for 2022 and 2021, respectively
( 1,580 )
( 1,580 )
Change in value of active cash flow hedges, net of taxes (credit) of $( 5,876 ) and $-0- for 2022 and 2021, respectively
( 19,898 )
—
Comprehensive Income (Loss)
$
( 26,894 )
$
15,364
NINE MONTHS ENDED
SEPTEMBER 30,
2022
2021
(Unaudited)
Net Income
$
53,344
$
59,346
Unrealized appreciation (depreciation) on available-for-sale securities, net of taxes (credit) of $( 17,965 ) and $( 3,314 ), for 2022 and 2021, respectively
( 60,825 )
( 11,222 )
Unrealized gain on securities transferred to held-to-maturity, net of taxes of $ 9 and $-0- for 2022 and 2021, respectively
30
—
Less: reclassification adjustment for gains included in net income, net of taxes of $( 9 ) and $-0- for 2022 and 2021, respectively
( 29 )
—
Amortization of realized gain on termination of cash flow hedge, net of taxes (credit) of $( 1,385 ) and $( 1,386 ), for 2022 and 2021, respectively
( 4,691 )
( 4,690 )
Change in value of active cash flow hedges, net of taxes (credit) of $( 7,553 ) and $-0- for 2022 and 2021, respectively
( 25,570 )
—
Comprehensive Income (Loss)
$
( 37,741 )
$
43,434
See Notes to Consolidated Financial Statements
4
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)
THREE MONTHS ENDED SEPTEMBER 30, 2021
Accumulated
Other
Common
Additional
Retained
Comprehensive
Treasury
Stock
Paid-in Capital
Earnings
Income (Loss)
Stock
Total
(Unaudited)
Balance, June 30, 2021
$
137
$
36,880
$
550,301
$
42,239
$
—
$
629,557
Net income
—
—
20,364
—
—
20,364
Stock issued under Stock Option Plan
—
588
—
—
257
845
Common dividends declared, $ 0.36 per share
—
—
( 4,812 )
—
—
( 4,812 )
Other comprehensive loss
—
—
—
( 5,000 )
—
( 5,000 )
Purchase of the Company’s common stock
—
—
—
—
( 16,313 )
( 16,313 )
Reclassification of treasury stock per Maryland law
( 3 )
—
( 16,053 )
—
16,056
—
Balance, September 30, 2021
$
134
$
37,468
$
549,800
$
37,239
$
—
$
624,641
THREE MONTHS ENDED SEPTEMBER 30, 2022
Accumulated
Other
Common
Additional
Retained
Comprehensive
Treasury
Stock
Paid-in Capital
Earnings
Income (Loss)
Stock
Total
(Unaudited)
Balance, June 30, 2022
$
123
$
40,565
$
522,255
$
( 13,299 )
$
—
$
549,644
Net income
—
—
18,133
—
—
18,133
Stock issued under Stock Option Plan
—
950
—
—
1,355
2,305
Common dividends declared, $ 0.40 per share
—
—
( 4,906 )
—
—
( 4,906 )
Change in fair value of cash flow hedges
—
—
—
( 21,478 )
—
( 21,478 )
Change in unrealized loss on transferred held-to-maturity securities
—
—
—
( 220 )
—
( 220 )
Change in unrealized loss on available-for-sale securities
—
—
—
( 23,329 )
—
( 23,329 )
Purchase of the Company’s common stock
—
—
—
—
( 8,874 )
( 8,874 )
Reclassification of treasury stock per Maryland law
—
—
( 7,519 )
—
7,519
—
Balance, September 30, 2022
$
123
$
41,515
$
527,963
$
( 58,326 )
$
—
$
511,275
See Notes to Consolidated Financial Statements
5
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)
NINE MONTHS ENDED SEPTEMBER 30, 2021
Accumulated
Other
Common
Additional
Retained
Comprehensive
Treasury
Stock
Paid-in Capital
Earnings
Income (Loss)
Stock
Total
(Unaudited)
Balance, January 1, 2021
$
138
$
35,004
$
541,448
$
53,151
$
—
$
629,741
Net income
—
—
59,346
—
—
59,346
Impact of ASU 2016-13 adoption
—
—
( 14,175 )
—
—
( 14,175 )
Stock issued under Stock Option Plan
—
2,464
—
—
1,074
3,538
Common dividends declared, $ 1.04 per share
—
—
( 14,124 )
—
—
( 14,124 )
Other comprehensive loss
—
—
—
( 15,912 )
—
( 15,912 )
Purchase of the Company’s common stock
—
—
—
—
( 23,773 )
( 23,773 )
Reclassification of treasury stock per Maryland law
( 4 )
—
( 22,695 )
—
22,699
—
Balance, September 30, 2021
$
134
$
37,468
$
549,800
$
37,239
$
—
$
624,641
NINE MONTHS ENDED SEPTEMBER 30, 2022
Accumulated
Other
Common
Additional
Retained
Comprehensive
Treasury
Stock
Paid-in Capital
Earnings
Income (Loss)
Stock
Total
(Unaudited)
Balance, January 1, 2022
$
131
$
38,314
$
545,548
$
32,759
$
—
$
616,752
Net income
—
—
53,344
—
—
53,344
Stock issued under Stock Option Plan
—
3,201
—
—
2,773
5,974
Common dividends declared, $ 1.16 per share
—
—
( 14,455 )
—
—
( 14,455 )
Change in fair value of cash flow hedges
—
—
—
( 30,261 )
—
( 30,261 )
Change in unrealized gain on transferred held-to-maturity securities
—
—
—
30
—
30
Change in unrealized loss on available-for-sale securities
—
—
—
( 60,854 )
—
( 60,854 )
Purchase of the Company’s common stock
—
—
—
—
( 59,255 )
( 59,255 )
Reclassification of treasury stock per Maryland law
( 8 )
—
( 56,474 )
—
56,482
—
Balance, September 30, 2022
$
123
$
41,515
$
527,963
$
( 58,326 )
$
—
$
511,275
See Notes to Consolidated Financial Statements
6
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
NINE MONTHS ENDED
SEPTEMBER 30,
2022
2021
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
53,344
$
59,346
Proceeds from sales of loans held for sale
78,776
280,764
Originations of loans held for sale
( 70,073 )
( 265,557 )
Items not requiring (providing) cash:
Depreciation
6,369
7,288
Amortization
861
1,330
Compensation expense for stock option grants
1,054
895
Provision (credit) for credit losses on loans
2,000
( 3,700 )
Provision (credit) for unfunded commitments
3,345
( 338 )
Net gain on loan sales
( 2,234 )
( 7,643 )
Net gain on sale of premises and equipment
( 1,071 )
( 7 )
Net gain on sale/write-down of other real estate owned and repossessions
( 125 )
( 86 )
Net gain on sale of available-for-sale investments
( 38 )
—
Accretion of deferred income, premiums, discounts and other
( 6,208 )
( 7,515 )
Gain on derivative interest rate products
( 385 )
( 341 )
Deferred income taxes
( 536 )
1,998
Changes in:
Interest receivable
( 3,082 )
1,503
Prepaid expenses and other assets
( 16,534 )
8,263
Accrued expenses and other liabilities
5,683
842
Income taxes refundable/payable
2,800
705
Net cash provided by operating activities
53,946
77,747
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in loans
( 192,105 )
350,917
Purchase of loans
( 294,762 )
( 79,403 )
Purchase of premises and equipment
( 15,876 )
( 3,976 )
Proceeds from sale of premises and equipment
3,830
453
Proceeds from sale of other real estate owned and repossessions
2,192
1,723
Proceeds from sale of available-for-sale securities
10,095
—
Proceeds from maturities and calls of available-for-sale securities
750
6,330
Principal reductions on mortgage-backed securities
63,539
41,615
Purchase of available-for-sale securities
( 342,010 )
( 80,905 )
Redemption (purchase) of Federal Home Loan Bank stock and change in other interest-earning assets
( 24,599 )
3,151
Net cash provided by (used in) investing activities
( 788,946 )
239,905
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in certificates of deposit
399,587
( 335,031 )
Net increase (decrease) in checking and savings deposits
( 212,570 )
328,324
Net increase in short-term borrowings
84,351
3,276
Advances from borrowers for taxes and insurance
3,987
1,360
Redemption of subordinated notes
—
( 75,000 )
Dividends paid
( 14,281 )
( 13,988 )
Purchase of the Company’s common stock
( 59,255 )
( 23,773 )
Stock options exercised
4,920
2,643
Net cash provided by (used in) financing activities
206,739
( 112,189 )
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
( 528,261 )
205,463
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
717,267
563,729
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
189,006
$
769,192
See Notes to Consolidated Financial Statements
7
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of Great Southern Bancorp, Inc. (the “Company” or “Great Southern”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The financial statements presented herein reflect all adjustments which are, in the opinion of management, necessary to fairly present the financial condition, results of operations, changes in stockholders’ equity and cash flows of the Company as of the dates and for the periods presented. Those adjustments consist only of normal recurring adjustments. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the full year. The consolidated statement of financial condition of the Company as of December 31, 2021, has been derived from the audited consolidated statement of financial condition of the Company as of that date.
Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (the “SEC”).
NOTE 2: NATURE OF OPERATIONS AND OPERATING SEGMENTS
The Company operates as a one-bank holding company. The Company’s business primarily consists of the operations of Great Southern Bank (the “Bank”), which provides a full range of financial services to customers primarily located in Missouri, Iowa, Kansas, Minnesota, Nebraska and Arkansas. The Bank also originates commercial loans from lending offices in Atlanta; Charlotte, North Carolina; Chicago; Dallas; Denver; Omaha, Nebraska; Phoenix; and Tulsa, Oklahoma. The Company and the Bank are subject to regulation by certain federal and state agencies and undergo periodic examinations by those regulatory agencies.
The Company’s banking operation is its only reportable segment. The banking operation is principally engaged in the business of originating residential and commercial real estate loans, construction loans, commercial business loans and consumer loans and funding these loans by attracting deposits from the general public, accepting brokered deposits and borrowing from the Federal Home Loan Bank and others. The operating results of this segment are regularly reviewed by management to make decisions about resource allocations and to assess performance. Selected information is not presented separately for the Company’s reportable segment, as there is no material difference between that information and the corresponding information in the consolidated financial statements.
NOTE 3: RECENT ACCOUNTING PRONOUNCEMENTS
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 provides relief for companies preparing for discontinuation of interest rates such as the London Interbank Offered Rate (“LIBOR”). LIBOR is a benchmark interest rate referenced in a variety of agreements that are used by numerous entities. After 2021, certain LIBOR rates may no longer be published. As a result, LIBOR is expected to be discontinued as a reference rate. Other interest rates used globally could also be discontinued for similar reasons. ASU 2020-04 provides optional expedients and exceptions to contracts, hedging relationships and other transactions affected by reference rate reform. The main provisions for contract modifications include optional relief by allowing the modification as a continuation of the existing contract without additional analysis and other optional expedients regarding embedded features. Optional expedients for hedge accounting permit changes to critical terms of hedging relationships and to the designated benchmark interest rate in a fair value hedge and also provide relief for assessing hedge effectiveness for cash flow hedges. Companies are able to apply ASU 2020-04 immediately; however, the guidance will only be available for a limited time (generally through December 31, 2022). The application of ASU 2020-04 has not had, and is not expected to have, a material impact on the Company’s consolidated financial statements.
In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope . ASU 2021-01 clarifies that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2021-01 also amends the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. ASU 2021-01 was effective upon issuance and generally can be applied through December 31, 2022. ASU 2021-01 has not had, and is not expected to have, a material impact on the Company’s consolidated financial statements.
8
In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method . ASU 2022-01 further clarifies certain targeted improvements to the optional hedge accounting model that were made under ASU 2017-12. ASU 2022-01 expands the last-of-layer method and renames this method to portfolio layer method to reflect this expansion, as well as expanding the scope of the portfolio layer method to include nonprepayable financial assets. It also specifies eligible hedging instruments and provides additional guidance on the accounting for and disclosure of hedge basis adjustments that are applicable to the portfolio layer method. ASU 2022-01 permits an entity to apply the same portfolio hedging method to both prepayable and nonprepayable financial assets, thereby allowing consistent accounting for similar hedges. ASU 2022-01 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted for any entity that has adopted the amendments in ASU 2017-12 for the corresponding period. The application of ASU 2022-01 is not expected to have a material impact on the Company’s consolidated financial statements.
In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures . ASU 2022-02 eliminates the troubled debt restructuring recognition and measurement guidance and, instead, requires that an entity evaluate whether the loan modification represents a new loan or a continuation of an existing loan. It also enhances existing disclosure requirements and introduces new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. The Company previously adopted ASU 2016-13; therefore, ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted for any entity that has adopted the amendments in ASU 2016-13. The application of ASU 2022-02 is not expected to have a material impact on the Company’s consolidated financial statements.
NOTE 4: EARNINGS PER SHARE
Three Months Ended September 30,
2022
2021
(In Thousands, Except Per Share Data)
Basic:
Average common shares outstanding
12,304
13,534
Net income
$
18,133
$
20,364
Per common share amount
$
1.47
$
1.50
Diluted:
Average common shares outstanding
12,304
13,534
Net effect of dilutive stock options – based on the treasury stock method using average market price
99
92
Diluted common shares
12,403
13,626
Net income
$
18,133
$
20,364
Per common share amount
$
1.46
$
1.49
Nine Months Ended September 30,
2022
2021
(In Thousands, Except Per Share Data)
Basic:
Average common shares outstanding
12,616
13,652
Net income
$
53,344
$
59,346
Per common share amount
$
4.23
$
4.35
Diluted:
Average common shares outstanding
12,616
13,652
Net effect of dilutive stock options – based on the treasury stock method using average market price
94
92
Diluted common shares
12,710
13,744
Net income
$
53,344
$
59,346
Per common share amount
$
4.20
$
4.32
9
Options outstanding at September 30, 2022 and 2021, to purchase 364,199 and 448,256 shares of common stock, respectively, were not included in the computation of diluted earnings per common share for each of the three month periods because the exercise prices of such options were greater than the average market prices of the common stock for the three months ended September 30, 2022 and 2021, respectively. Options outstanding at September 30, 2022 and 2021, to purchase 366,699 and 448,256 shares of common stock, respectively, were not included in the computation of diluted earnings per common share for each of the nine month periods because the exercise prices of such options were greater than the average market prices of the common stock for the nine months ended September 30, 2022 and 2021, respectively.
NOTE 5: INVESTMENT SECURITIES
Held-to-maturity securities (“HTM”), which include any security for which the Company has both the positive intent and ability to hold until maturity, are carried at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized and accreted, respectively, to interest income over the security’s estimated life. Prepayments are anticipated for certain mortgage-backed securities. Premiums on callable securities are amortized to their earliest call date.
Available-for-sale securities (“AFS”), which include any security for which the Company has no immediate plan to sell but which may be sold in the future, are carried at fair value. Realized gains and losses, based on specifically identified amortized cost of the individual security, are included in non-interest income. Unrealized gains and losses are recorded, net of related income tax effects, in stockholders’ equity. Premiums and discounts are amortized and accreted, respectively, to interest income over the estimated life of the security. Prepayments are anticipated for certain mortgage-backed and Small Business Administration (SBA) securities. Premiums on callable securities are amortized to their earliest call date.
During the three months ended March 31, 2022, the Company transferred, at fair value, $ 226.5 million of securities from the available-for-sale portfolio to the held-to-maturity portfolio. The related net unrealized gross gains were $ 1.0 million; $775,000 (net of income taxes) remained in accumulated other comprehensive income and will be amortized over the remaining life of the securities. No gains or losses on these securities were recognized at the time of transfer. As of September 30, 2022, the net unrealized gross gains remaining were $39,000 ; net of income taxes, these unrealized gains were $30,000 .
The amortized cost and fair values of securities were as follows:
September 30, 2022
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
AVAILABLE-FOR-SALE SECURITIES:
Agency mortgage-backed securities
$
331,657
$
—
$
43,402
$
288,255
Agency collateralized mortgage obligations
81,907
—
11,131
70,776
States and political subdivisions
68,089
11
5,771
62,329
Small Business Administration securities
68,148
—
6,701
61,447
$
549,801
$
11
$
67,005
$
482,807
September 30, 2022
Amortized
Gross
Gross
Amortized
Fair Value
Carrying
Unrealized
Unrealized
Fair
Cost
Adjustment
Value
Gains
Losses
Value
(In Thousands)
HELD-TO-MATURITY SECURITIES:
Agency mortgage-backed securities
$
74,140
$
3,161
$
77,301
$
—
$
10,353
$
66,948
Agency collateralized mortgage obligations
126,054
( 3,107 )
122,947
—
14,658
108,289
States and political subdivisions
6,252
( 15 )
6,237
—
1,063
5,174
$
206,446
$
39
$
206,485
$
—
$
26,074
$
180,411
10
December 31, 2021
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
AVAILABLE-FOR-SALE SECURITIES:
Agency mortgage-backed securities
$
219,624
$
10,561
$
744
$
229,441
Agency collateralized mortgage obligations
204,332
2,443
2,498
204,277
States and political subdivisions
38,440
1,618
43
40,015
Small Business Administration securities
26,802
497
—
27,299
$
489,198
$
15,119
$
3,285
$
501,032
No securities were classified as held-to-maturity at December 31, 2021.
The amortized cost and fair value of available-for-sale and held-to-maturity securities at September 30, 2022, by contractual maturity, are shown below. 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.
Available-for-Sale
Held-to-Maturity
Amortized
Fair
Amortized
Fair
Cost
Value
Carrying Value
Value
(In Thousands)
One year or less
$
—
$
—
$
—
$
—
After one through two years
—
—
—
—
After two through three years
—
—
—
—
After three through four years
—
—
—
—
After four through five years
2,287
2,264
—
—
After five through fifteen years
11,955
11,455
2,577
2,108
After fifteen years
53,847
48,610
3,660
3,066
Securities not due on a single maturity date
481,712
420,478
200,248
175,237
$
549,801
$
482,807
$
206,485
$
180,411
Certain available-for-sale investments in debt securities are reported in the financial statements at an amount less than their amortized cost. Total fair value of these investments at September 30, 2022 and December 31, 2021, was approximately $ 481.6 million and $ 173.9 million, respectively, which was approximately 99.7 % and 34.7 % of the Company’s total available-for-sale investment portfolio. A high percentage of the unrealized losses were related to the Company’s mortgage-backed securities, collateralized mortgage obligations and Small Business Administration (SBA) securities, which are issued and guaranteed by U.S. government-sponsored entities and agencies. The Company’s state and political subdivisions securities are investments in insured fixed rate municipal bonds for which the issuers continue to make timely principal and interest payments under the contractual terms of the securities. Held-to-maturity investments in debt securities are reported in the financial statements at their amortized cost, which was $ 206.5 million at September 30, 2022. Total fair value of these investments at September 30, 2022 was approximately $ 180.4 million. There were no held-to-maturity investment securities at December 31, 2021. Held-to-maturity investment securities are evaluated for potential losses under ASU 2016-13.
Based on an evaluation of available evidence, including recent changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes any declines in fair value for these debt securities are temporary.
September 30, 2022
Less than 12 Months
12 Months or More
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Description of Securities
Value
Losses
Value
Losses
Value
Losses
(In Thousands)
AVAILABLE-FOR-SALE SECURITIES:
Agency mortgage-backed securities
$
281,226
$
( 42,158 )
$
7,027
$
( 1,244 )
$
288,253
$
( 43,402 )
Agency collateralized mortgage obligations
38,814
( 4,581 )
31,962
( 6,550 )
70,776
( 11,131 )
States and political subdivisions securities
59,847
( 5,564 )
1,236
( 207 )
61,083
( 5,771 )
Small Business Administration securities
61,447
( 6,701 )
—
—
61,447
( 6,701 )
$
441,334
$
( 59,004 )
$
40,225
$
( 8,001 )
$
481,559
$
( 67,005 )
11
September 30, 2022
Less than 12 Months
12 Months or More
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Description of Securities
Value
Losses
Value
Losses
Value
Losses
(In Thousands)
HELD-TO-MATURITY SECURITIES:
Agency mortgage-backed securities
$
59,095
( 8,249 )
7,852
( 2,104 )
66,947
( 10,353 )
Agency collateralized mortgage obligations
62,540
( 6,614 )
45,750
( 8,044 )
108,290
( 14,658 )
States and political subdivisions securities
1,761
( 301 )
3,413
( 762 )
5,174
( 1,063 )
$
123,396
$
( 15,164 )
$
57,015
$
( 10,910 )
$
180,411
$
( 26,074 )
December 31, 2021
Less than 12 Months
12 Months or More
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Description of Securities
Value
Losses
Value
Losses
Value
Losses
(In Thousands)
AVAILABLE-FOR-SALE SECURITIES:
Agency mortgage-backed securities
$
47,769
$
( 388 )
$
10,583
$
( 356 )
$
58,352
$
( 744 )
Agency collateralized mortgage obligations
92,727
( 1,588 )
16,298
( 910 )
109,025
( 2,498 )
States and political subdivisions securities
6,537
( 43 )
—
—
6,537
( 43 )
$
147,033
$
( 2,019 )
$
26,881
$
( 1,266 )
$
173,914
$
( 3,285 )
Available-for-sale securities totaling $ 5.1 million were sold during the three months ended September 30, 2022, resulting in the recognition of a $ 31,000 gain during the period. Available-for-sale securities totaling $ 10.2 million were sold during the nine months ended September 30, 2022, resulting in the recognition of a $ 38,000 gain during the period. There were no sales of available-for-sale securities during the three or nine months ended September 30, 2021. Gains and losses on sales of securities are determined on the specific-identification method.
Allowance for Credit Losses. On January 1, 2021, the Company began evaluating all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326, Measurement of Credit Losses on Financial Instruments . All of the mortgage-backed, collateralized mortgage, and SBA securities held by the Company are issued by U.S. government-sponsored entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses. Likewise, the Company has not experienced historical losses on these types of securities. Accordingly, no allowance for credit losses has been recorded for these securities.
Regarding securities issued by state and political subdivisions, management considers the following when evaluating these securities: (i) current issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, (iv) updated financial information of the issuer, (v) internal forecasts and (vi) whether such securities provide insurance or other credit enhancement or are pre-refunded by the issuers. These securities are highly rated by major rating agencies and have a long history of no credit losses. Likewise, the Company historically has not experienced losses on these types of securities. Accordingly, no allowance for credit losses has been recorded for these securities.
NOTE 6: LOANS AND ALLOWANCE FOR CREDIT LOSSES
The Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , effective January 1, 2021. The guidance replaces the incurred loss methodology with an expected loss methodology that is referred to as the CECL methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables. It also applies to off-balance sheet credit exposures not accounted for as insurance, including loan commitments, standby letters of credits, financial guarantees, and similar instruments. The Company adopted ASC 326 using the modified retrospective method for loans and off-balance sheet credit exposures. The Company recorded a one-time cumulative-effect adjustment to the allowance for credit losses of $ 11.6 million. This adjustment brought the balance of the allowance for credit losses to $ 67.3 million as of January 1, 2021. In addition, the Company recorded an $ 8.7 million liability for unfunded commitments as of January 1, 2021. The after-tax effect decreased retained earnings by $ 14.2 million. The adjustment was based upon the Company’s analysis of then-current conditions, assumptions and economic forecasts at January 1, 2021.
12
The Company adopted ASC 326 using the prospective transition approach for financial assets purchased with credit deterioration (PCD) that were previously classified as purchased credit impaired (PCI) and accounted for under ASC 310-30. In accordance with the standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. On January 1, 2021, the amortized cost basis of the PCD assets were adjusted to reflect the addition of $ 1.9 million to allowance for credit losses.
The allowance for credit losses is measured using an average historical loss model that incorporates relevant information about past events (including historical credit loss experience on loans with similar risk characteristics), current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the loans. The allowance for credit losses is measured on a collective (pool) basis. Loans are aggregated into pools based on similar risk characteristics, including borrower type, collateral and repayment types and expected credit loss patterns. Loans that do not share similar risk characteristics, primarily classified and/or TDR loans with a balance greater than or equal to $ 100,000 , are evaluated on an individual basis.
For loans evaluated for credit losses on a collective basis, average historical loss rates are calculated for each pool using the Company’s historical net charge-offs (combined charge-offs and recoveries by observable historical reporting period) and outstanding loan balances during a lookback period. Lookback periods can be different based on the individual pool and represent management’s credit expectations for the pool of loans over the remaining contractual life. In certain loan pools, if the Company’s own historical loss rate is not reflective of the loss expectations, the historical loss rate is augmented by industry and peer data. The calculated average net charge-off rate is then adjusted for current conditions and reasonable and supportable forecasts. These adjustments increase or decrease the average historical loss rate to reflect expectations of future losses given economic forecasts of key macroeconomic variables including, but not limited to, unemployment rate, gross domestic product (“GDP”), commercial real estate price index, consumer sentiment and construction spending. The adjustments are based on results from various regression models projecting the impact of the macroeconomic variables to loss rates. The forecast is used for a reasonable and supportable period before reverting to historical averages. The forecast-adjusted loss rate is applied to the amortized cost of loans over the remaining contractual lives, adjusted for expected prepayments. The contractual term excludes expected extensions, renewals and modifications unless there is a reasonable expectation that a troubled debt restructuring (“TDR”) will be executed. Additionally, the allowance for credit losses considers other qualitative factors not included in historical loss rates or macroeconomic forecasts such as changes in portfolio composition, underwriting practices, or significant unique events or conditions.
ASU 2016-13 requires an allowance for off balance sheet credit exposures: unfunded lines of credit, undisbursed portions of loans, written residential and commercial commitments, and letters of credit. To determine the amount needed for allowance purposes, a utilization rate is determined either by the model or internally for each pool. Our loss model calculates the reserve on unfunded commitments based upon the utilization rate multiplied by the average loss rate factors in each pool with unfunded and committed balances. The liability for unfunded lending commitments utilizes the same model as the allowance for credit losses on loans; however, the liability for unfunded lending commitments incorporates assumptions for the portion of unfunded commitments that are expected to be funded.
13
Classes of loans at September 30, 2022 and December 31, 2021 were as follows:
September 30,
December 31,
2022
2021
(In Thousands)
One- to four-family residential construction
$
31,982
$
28,302
Subdivision construction
32,977
26,694
Land development
42,871
47,827
Commercial construction
583,074
617,505
Owner occupied one- to four-family residential
765,511
561,958
Non-owner occupied one- to four-family residential
117,713
119,635
Commercial real estate
1,576,529
1,476,230
Other residential
914,693
697,903
Commercial business
295,476
280,513
Industrial revenue bonds
13,036
14,203
Consumer auto
39,912
48,915
Consumer other
35,542
37,902
Home equity lines of credit
121,783
119,965
4,571,099
4,077,552
Allowance for credit losses
( 62,761 )
( 60,754 )
Deferred loan fees and gains, net
( 11,229 )
( 9,298 )
$
4,497,109
$
4,007,500
Weighted average interest rate
4.92
%
4.26
%
The following tables present the classes of loans by aging.
September 30, 2022
Total Loans
Over 90
Total
> 90 Days Past
30-59 Days
60-89 Days
Days
Total Past
Loans
Due and
Past Due
Past Due
Past Due
Due
Current
Receivable
Still Accruing
(In Thousands)
One- to four-family residential construction
$
—
$
—
$
—
$
—
$
31,982
$
31,982
$
—
Subdivision construction
—
—
—
—
32,977
32,977
—
Land development
—
—
468
468
42,403
42,871
—
Commercial construction
—
—
—
—
583,074
583,074
—
Owner occupied one- to four-family residential
281
292
821
1,394
764,117
765,511
—
Non-owner occupied one- to four-family residential
—
—
—
—
117,713
117,713
—
Commercial real estate
—
—
1,618
1,618
1,574,911
1,576,529
—
Other residential
—
—
—
—
914,693
914,693
—
Commercial business
52
—
—
52
295,424
295,476
—
Industrial revenue bonds
—
—
—
—
13,036
13,036
—
Consumer auto
96
17
13
126
39,786
39,912
—
Consumer other
278
12
65
355
35,187
35,542
—
Home equity lines of credit
—
—
308
308
121,475
121,783
—
Total
$
707
$
321
$
3,293
$
4,321
$
4,566,778
$
4,571,099
$
—
14
December 31, 2021
Total Loans
Over 90
Total
> 90 Days Past
30-59 Days
60-89 Days
Days
Total Past
Loans
Due and
Past Due
Past Due
Past Due
Due
Current
Receivable
Still Accruing
(In Thousands)
One- to four-family residential construction
$
—
$
—
$
—
$
—
$
28,302
$
28,302
$
—
Subdivision construction
—
—
—
—
26,694
26,694
—
Land development
29
15
468
512
47,315
47,827
—
Commercial construction
—
—
—
—
617,505
617,505
—
Owner occupied one- to four-family residential
843
2
2,216
3,061
558,897
561,958
—
Non-owner occupied one- to four-family residential
—
—
—
—
119,635
119,635
—
Commercial real estate
—
—
2,006
2,006
1,474,224
1,476,230
—
Other residential
—
—
—
—
697,903
697,903
—
Commercial business
1,404
—
—
1,404
279,109
280,513
—
Industrial revenue bonds
—
—
—
—
14,203
14,203
—
Consumer auto
229
31
34
294
48,621
48,915
—
Consumer other
126
28
63
217
37,685
37,902
—
Home equity lines of credit
—
—
636
636
119,329
119,965
—
Total
$
2,631
$
76
$
5,423
$
8,130
$
4,069,422
$
4,077,552
$
—
Loans are placed on nonaccrual status at 90 days past due and interest is considered a loss unless the loan is well secured and in the process of collection. Payments received on nonaccrual loans are applied to principal until the loans are returned to accrual status. Loans are returned to accrual status when all payments contractually due are brought current, payment performance is sustained for a period of time, generally six months, and future payments are reasonably assured. With the exception of consumer loans, charge-offs on loans are recorded when available information indicates a loan is not fully collectible and the loss is reasonably quantifiable. Consumer loans are charged-off at specified delinquency dates consistent with regulatory guidelines.
Non-accruing loans are summarized as follows:
September 30,
December 31,
2022
2021
(In Thousands)
One- to four-family residential construction
$
—
$
—
Subdivision construction
—
—
Land development
468
468
Commercial construction
—
—
Owner occupied one- to four-family residential
821
2,216
Non-owner occupied one- to four-family residential
—
—
Commercial real estate
1,618
2,006
Other residential
—
—
Commercial business
—
—
Industrial revenue bonds
—
—
Consumer auto
13
34
Consumer other
65
63
Home equity lines of credit
308
636
Total non-accruing loans
$
3,293
$
5,423
No interest income was recorded on these loans for the three and nine months ended September 30, 2022 and 2021, respectively.
Nonaccrual loans for which there is no related allowance for credit losses as of September 30, 2022 had an amortized cost of $ 2.4 million. These loans are individually assessed and do not require an allowance due to being adequately collateralized under the collateral-dependent valuation method. A collateral-dependent loan is a financial asset for which the repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty based on the Company’s assessment as of the reporting date. Collateral-dependent loans are identified by either a classified risk rating or TDR status and a loan balance equal to or greater than $ 100,000 , including, but not limited to, any loan in process of foreclosure or repossession.
15
The following tables present the activity in the allowance for credit losses by portfolio segment for the three and nine months ended September 30, 2022 and 2021. During the three months ended September 30, 2022, the Company recorded provision expense of $ 2.0 million on its portfolio of outstanding loans, compared to a negative provision expense of $ 3.0 million during the three months ended September 30, 2021. During the nine months ended September 30, 2022, the Company recorded provision expense of $ 2.0 million on its portfolio of outstanding loans, compared to a negative provision expense of $ 3.7 million during the nine months ended September 30, 2021.
One- to Four-
Family
Residential and
Other
Commercial
Commercial
Commercial
Construction
Residential
Real Estate
Construction
Business
Consumer
Total
(In Thousands)
Allowance for credit losses
Balance, June 30, 2021
$
9,209
$
15,299
$
30,507
$
2,215
$
3,932
$
5,440
$
66,602
Provision (credit) charged to expense
—
—
( 3,000 )
—
—
—
( 3,000 )
Losses charged off
( 37 )
—
—
—
( 3 )
( 446 )
( 486 )
Recoveries
45
—
6
6
52
404
513
Balance, September 30, 2021
$
9,217
$
15,299
$
27,513
$
2,221
$
3,981
$
5,398
$
63,629
Allowance for credit losses
Balance, June 30, 2022
$
9,434
$
10,612
$
28,604
$
2,797
$
4,365
$
5,246
$
61,058
Provision (credit) charged to expense
1,076
881
( 1,105 )
265
1,302
( 419 )
2,000
Losses charged off
—
—
—
—
( 50 )
( 571 )
( 621 )
Recoveries
20
—
1
—
15
288
324
Balance, September 30, 2022
$
10,530
$
11,493
$
27,500
$
3,062
$
5,632
$
4,544
$
62,761
One- to Four-
Family
Residential and
Other
Commercial
Commercial
Commercial
Construction
Residential
Real Estate
Construction
Business
Consumer
Total
(In Thousands)
Allowance for credit losses
Balance, December 31, 2020
$
4,536
$
9,375
$
33,707
$
3,521
$
2,390
$
2,214
$
55,743
CECL adoption
4,533
5,832
( 2,531 )
( 1,165 )
1,499
3,427
11,595
Balance, January 1, 2021
9,069
15,207
31,176
2,356
3,889
5,641
67,338
Provision (credit) charged to expense
—
—
( 3,700 )
—
—
—
( 3,700 )
Losses charged off
( 179 )
—
—
( 154 )
( 60 )
( 1,647 )
( 2,040 )
Recoveries
327
92
37
19
152
1,404
2,031
Balance, September 30, 2021
$
9,217
$
15,299
$
27,513
$
2,221
$
3,981
$
5,398
$
63,629
Allowance for credit losses
Balance, January 1, 2022
$
9,364
$
10,502
$
28,604
$
2,797
$
4,142
$
5,345
$
60,754
Provision (credit) charged to expense
1,076
881
( 1,105 )
265
1,302
( 419 )
2,000
Losses charged off
( 38 )
—
—
—
( 50 )
( 1,403 )
( 1,491 )
Recoveries
128
110
1
—
238
1,021
1,498
Balance, September 30, 2022
$
10,530
$
11,493
$
27,500
$
3,062
$
5,632
$
4,544
$
62,761
16
The following tables present the activity in the allowance for unfunded commitments by portfolio segment for the three and nine months ended September 30, 2022 and 2021. The provision for losses on unfunded commitments for the three months ended September 30, 2022 was $ 1.3 million, compared to $ 643,000 for the three months ended September 30, 2021. The provision for losses on unfunded commitments for the nine months ended September 30, 2022 was $ 3.3 million, compared to a credit (negative expense) of $ 338,000 for the nine months ended September 30, 2021. In the 2022 periods, the Company experienced increases in its unfunded commitments, resulting in an increase in its required reserves for such potential losses. The level and mix of unfunded commitments resulted in a decrease in the required reserve for such potential losses in the 2021 nine month period presented.
One- to Four-
Family
Residential and
Other
Commercial
Commercial
Commercial
Construction
Residential
Real Estate
Construction
Business
Consumer
Total
(In Thousands)
Allowance for unfunded commitments
Balance, June 30, 2021
$
760
$
4,972
$
417
$
354
$
821
$
385
$
7,709
Provision (credit) charged to expense
5
188
( 79 )
—
534
( 5 )
643
Balance, September 30, 2021
$
765
$
5,160
$
338
$
354
$
1,355
$
380
$
8,352
Allowance for unfunded commitments
Balance, June 30, 2022
$
1,138
$
7,419
$
501
$
695
$
1,406
$
500
$
11,659
Provision (credit) charged to expense
( 401 )
967
17
553
146
33
1,315
Balance, September 30, 2022
$
737
$
8,386
$
518
$
1,248
$
1,552
$
533
$
12,974
One- to Four-
Family
Residential and
Other
Commercial
Commercial
Commercial
Construction
Residential
Real Estate
Construction
Business
Consumer
Total
(In Thousands)
Allowance for unfunded commitments
Balance, December 31, 2020
$
—
$
—
$
—
$
—
$
—
$
—
$
—
CECL adoption
917
5,227
354
910
935
347
8,690
Balance, January 1, 2021
917
5,227
354
910
935
347
8,690
Provision (credit) charged to expense
( 152 )
( 67 )
( 16 )
( 556 )
420
33
( 338 )
Balance, September 30, 2021
$
765
$
5,160
$
338
$
354
$
1,355
$
380
$
8,352
Allowance for unfunded commitments
Balance, January 1, 2022
$
687
$
5,703
$
367
$
908
$
1,582
$
382
$
9,629
Provision (credit) charged to expense
50
2,683
151
340
( 30 )
151
3,345
Balance, September 30, 2022
$
737
$
8,386
$
518
$
1,248
$
1,552
$
533
$
12,974
The portfolio segments used in the preceding tables correspond to the loan classes used in all other tables in Note 6 as follows:
● The one- to four-family residential and construction segment includes the one- to four-family residential construction, subdivision construction, owner occupied one- to four-family residential and non-owner occupied one- to four-family residential classes.
● The other residential segment corresponds to the other residential class.
● The commercial real estate segment includes the commercial real estate and industrial revenue bonds classes.
● The commercial construction segment includes the land development and commercial construction classes.
● The commercial business segment corresponds to the commercial business class.
● The consumer segment includes the consumer auto, consumer other and home equity lines of credit classes.
17
The following table presents the amortized cost basis of collateral-dependent loans by class of loans:
September 30, 2022
December 31, 2021
Principal
Specific
Principal
Specific
Balance
Allowance
Balance
Allowance
(In Thousands)
One- to four-family residential construction
$
—
$
—
$
—
$
—
Subdivision construction
—
—
—
—
Land development
468
—
468
—
Commercial construction
—
—
—
—
Owner occupied one- to four- family residential
1,695
35
1,980
18
Non-owner occupied one- to four-family residential
—
—
—
—
Commercial real estate
1,805
112
2,217
397
Other residential
—
—
—
—
Commercial business
—
—
—
—
Industrial revenue bonds
—
—
—
—
Consumer auto
—
—
—
—
Consumer other
159
80
160
80
Home equity lines of credit
138
—
377
—
Total
$
4,265
$
227
$
5,202
$
495
TDRs by class are presented below as of September 30, 2022 and December 31, 2021.
September 30, 2022
Accruing TDR Loans
Non-accruing TDR Loans
Total TDR Loans
Number
Balance
Number
Balance
Number
Balance
(In Thousands)
Construction and land development
—
$
—
—
$
—
—
$
—
One- to four-family residential
12
1,005
3
103
15
1,108
Other residential
—
—
—
—
—
—
Commercial real estate
—
—
2
1,609
2
1,609
Commercial business
—
—
—
—
—
—
Consumer
14
220
7
49
21
269
26
$
1,225
12
$
1,761
38
$
2,986
December 31, 2021
Accruing TDR Loans
Non-accruing TDR Loans
Total TDR Loans
Number
Balance
Number
Balance
Number
Balance
(In Thousands)
Construction and land development
1
$
15
—
$
—
1
$
15
One- to four-family residential
10
579
12
1,059
22
1,638
Other residential
—
—
—
—
—
—
Commercial real estate
1
85
1
1,726
2
1,811
Commercial business
—
—
—
—
—
—
Consumer
26
323
13
64
39
387
38
$
1,002
26
$
2,849
64
$
3,851
The following tables present newly restructured loans, which were considered TDRs, during the three and nine months ended September 30, 2022 and 2021, respectively, by type of modification:
Three Months Ended September 30, 2022
Total
Interest Only
Term
Combination
Modification
(In Thousands)
Commercial real estate
$
—
$
—
$
—
$
—
Consumer
—
—
—
—
$
—
$
—
$
—
$
—
18
Three Months Ended September 30, 2021
Total
Interest Only
Term
Combination
Modification
(In Thousands)
One- to four-family residential
$
—
$
—
$
134
$
134
Consumer
—
—
10
10
$
—
$
—
$
144
$
144
Nine Months Ended September 30, 2022
Total
Interest Only
Term
Combination
Modification
(In Thousands)
Commercial real estate
$
—
$
—
$
247
$
247
Consumer
—
4
3
7
$
—
$
4
$
250
$
254
Nine Months Ended September 30, 2021
Total
Interest Only
Term
Combination
Modification
(In Thousands)
Commercial real estate
$
1,768
$
—
$
—
$
1,768
One- to four-family residential
—
157
134
291
Consumer
—
100
10
110
$
1,768
$
257
$
144
$
2,169
At September 30, 2022, of the $ 3.0 million in TDRs, $ 1.8 million were classified as substandard using the Company’s internal grading system, which is described below. The Company had no TDRs that were modified in the previous 12 months and subsequently defaulted during the three months ended September 30, 2022.
At December 31, 2021, of the $ 3.9 million in TDRs, $ 2.9 million were classified as substandard using the Company’s internal grading system. The Company had no TDRs that were modified in the previous 12 months and subsequently defaulted during the year ended December 31, 2021.
During the three and nine months ended September 30, 2022, $ 66,000 and $ 578,000 of loans, respectively, met the criteria for placement back on accrual status. During the three and nine months ended September 30, 2021, $ 96,000 and $ 433,000 of loans, respectively, met the criteria for placement back on accrual status. The criteria is generally a minimum of six months of consistent and timely payment performance under original or modified terms.
The Company utilizes an internal risk rating system comprised of a series of grades to categorize loans according to perceived risk associated with the expectation of debt repayment. The analysis of the borrower’s ability to repay considers specific information, including but not limited to current financial information, historical payment experience, industry information, collateral levels and collateral types. A risk rating is assigned at loan origination and then monitored throughout the contractual term for possible risk rating changes.
Satisfactory loans range from Excellent to Moderate Risk, but generally are loans supported by strong recent financial statements. The character and capacity of the borrower are strong, including reasonable project performance, good industry experience, liquidity and/or net worth. The probability of financial deterioration seems unlikely. Repayment is expected from approved sources over a reasonable period of time.
Watch loans are identified when the borrower has capacity to perform according to terms; however, elements of uncertainty exist. Margins of debt service coverage may be narrow, historical patterns of financial performance may be erratic, collateral margins may be diminished and the borrower may be a new and/or thinly capitalized company. Some management weakness may also exist, the borrower may have somewhat limited access to other financial institutions, and that access may diminish in difficult economic times.
Special Mention loans have weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of repayment prospects or the Bank’s credit position at some future date. It is a transitional grade that is closely monitored for improvement or deterioration.
19
The Substandard rating is applied to loans where the borrower exhibits well-defined weaknesses that jeopardize its continued performance and are of a severity that the distinct possibility of default exists. Loans are placed on “non-accrual” when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment.
Doubtful loans have all the weaknesses inherent to those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable. Loans considered loss are uncollectable and no longer included as an asset.
All loans are analyzed for risk rating updates regularly. For larger loans, rating assessments may be more frequent if relevant information is obtained earlier through debt covenant monitoring or overall relationship management. Smaller loans are monitored as identified by the loan officer based on the risk profile of the individual borrower or if the loan becomes past due related to credit issues. Loans rated Watch, Special Mention, Substandard or Doubtful are subject to quarterly review and monitoring processes. In addition to the regular monitoring performed by the lending personnel and credit committees, loans are subject to review by the credit review department, which verifies the appropriateness of the risk ratings for the loans chosen as part of its risk-based review plan.
20
The following table present a summary of loans by category and risk rating separated by origination and loan class as of September 30, 2022.
Term Loans by Origination Year
Revolving
2022 YTD
2021
2020
2019
2018
Prior
Loans
Total
(In Thousands)
One- to four-family residential construction
Satisfactory (1-4)
$
18,381
$
10,834
$
2,551
$
—
$
—
$
216
$
—
$
31,982
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
18,381
10,834
2,551
—
—
216
—
31,982
Subdivision construction
Satisfactory (1-4)
4,240
26,362
757
204
142
608
664
32,977
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
4,240
26,362
757
204
142
608
664
32,977
Construction and land development
Satisfactory (1-4)
15,441
6,579
5,451
8,280
771
5,285
596
42,403
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
468
468
Total
15,441
6,579
5,451
8,280
771
5,285
1,064
42,871
Other construction
Satisfactory (1-4)
83,318
318,197
161,223
20,336
—
—
—
583,074
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
83,318
318,197
161,223
20,336
—
—
—
583,074
One- to four-family residential
Satisfactory (1-4)
309,787
220,044
131,304
74,776
41,077
101,610
803
879,401
Watch (5)
—
—
—
181
89
1,301
60
1,631
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
2,108
84
2,192
Total
309,787
220,044
131,304
74,957
41,166
105,019
947
883,224
Other residential
Satisfactory (1-4)
77,919
137,890
236,600
171,455
134,426
127,677
25,366
911,333
Watch (5)
—
—
—
—
—
3,360
—
3,360
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
77,919
137,890
236,600
171,455
134,426
131,037
25,366
914,693
Commercial real estate
Satisfactory (1-4)
204,359
174,769
112,680
214,892
201,908
610,957
31,602
1,551,167
Watch (5)
—
—
—
—
—
23,548
—
23,548
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
1,814
—
1,814
Total
204,359
174,769
112,680
214,892
201,908
636,319
31,602
1,576,529
Commercial business
Satisfactory (1-4)
30,491
66,722
40,232
15,906
9,853
65,411
79,849
308,464
Watch (5)
—
—
—
—
—
48
—
48
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
30,491
66,722
40,232
15,906
9,853
65,459
79,849
308,512
Consumer
Satisfactory (1-4)
18,712
12,761
6,700
3,526
4,146
18,424
132,025
196,294
Watch (5)
—
30
—
8
—
161
100
299
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
5
13
—
5
233
388
644
Total
18,712
12,796
6,713
3,534
4,151
18,818
132,513
197,237
Combined
Satisfactory (1-4)
762,648
974,158
697,498
509,375
392,323
930,188
270,905
4,537,095
Watch (5)
—
30
—
189
89
28,418
160
28,886
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
5
13
—
5
4,155
940
5,118
Total
$
762,648
$
974,193
$
697,511
$
509,564
$
392,417
$
962,761
$
272,005
$
4,571,099
21
The following table presents a summary of loans by category and risk rating separated by origination and loan class as of December 31, 2021. The remaining accretable discount of $ 429,000 has not been included in this table.
Term Loans by Origination Year
Revolving
2021
2020
2019
2018
2017
Prior
Loans
Total
(In Thousands)
One- to four-family residential construction
Satisfactory (1-4)
$
23,081
$
4,453
$
763
$
—
$
—
$
5
$
—
$
28,302
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
23,081
4,453
763
—
—
5
—
28,302
Subdivision construction
Satisfactory (1-4)
24,129
949
224
160
252
965
—
26,679
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
15
—
15
Total
24,129
949
224
160
252
980
—
26,694
Construction and land development
Satisfactory (1-4)
9,968
15,965
11,115
2,591
3,013
4,184
527
47,363
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
468
468
Total
9,968
15,965
11,115
2,591
3,013
4,184
995
47,831
Other construction
Satisfactory (1-4)
145,991
298,710
130,502
42,302
—
—
—
617,505
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
145,991
298,710
130,502
42,302
—
—
—
617,505
One- to four-family residential
Satisfactory (1-4)
237,498
169,765
93,648
49,618
14,707
113,059
1,662
679,957
Watch (5)
—
—
—
132
—
267
69
468
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
144
—
50
1,223
83
1,500
Total
237,498
169,765
93,792
49,750
14,757
114,549
1,814
681,925
Other residential
Satisfactory (1-4)
117,029
96,551
115,418
179,441
104,053
70,438
11,605
694,535
Watch (5)
—
—
—
—
—
3,417
—
3,417
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
117,029
96,551
115,418
179,441
104,053
73,855
11,605
697,952
Commercial real estate
Satisfactory (1-4)
141,868
113,226
220,580
231,321
196,166
521,545
22,785
1,447,491
Watch (5)
—
410
582
—
—
25,742
—
26,734
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
2,006
—
2,006
Total
141,868
113,636
221,162
231,321
196,166
549,293
22,785
1,476,231
Commercial business
Satisfactory (1-4)
67,049
28,743
23,947
16,513
24,126
58,116
76,187
294,681
Watch (5)
—
—
—
—
—
58
—
58
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
67,049
28,743
23,947
16,513
24,126
58,174
76,187
294,739
Consumer
Satisfactory (1-4)
20,140
11,138
7,154
9,065
4,175
24,280
130,111
206,063
Watch (5)
—
—
—
20
4
10
29
63
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
2
—
16
32
280
347
677
Total
20,140
11,140
7,154
9,101
4,211
24,570
130,487
206,803
Combined
Satisfactory (1-4)
786,753
739,500
603,351
531,011
346,492
792,592
242,877
4,042,576
Watch (5)
—
410
582
152
4
29,494
98
30,740
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
2
144
16
82
3,524
898
4,666
Total
786,753
$
739,912
$
604,077
$
531,179
$
346,578
$
825,610
$
243,873
$
4,077,982
22
NOTE 7: FDIC-ASSISTED ACQUIRED LOANS
On March 20, 2009, Great Southern Bank entered into a purchase and assumption agreement with loss share with the Federal Deposit Insurance Corporation (FDIC) to assume all of the deposits (excluding brokered deposits) and acquire certain assets of TeamBank, N.A., a full service commercial bank headquartered in Paola, Kansas. The related loss sharing agreement was terminated early, effective April 26, 2016, by mutual agreement of Great Southern Bank and the FDIC. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded.
On September 4, 2009, Great Southern Bank entered into a purchase and assumption agreement with loss share with the FDIC to assume all of the deposits and acquire certain assets of Vantus Bank, a full service thrift headquartered in Sioux City, Iowa. The related loss sharing agreement was terminated early, effective April 26, 2016, by mutual agreement of Great Southern Bank and the FDIC. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded.
On October 7, 2011, Great Southern Bank entered into a purchase and assumption agreement with loss share with the FDIC to assume all of the deposits and acquire certain assets of Sun Security Bank, a full service bank headquartered in Ellington, Missouri. The related loss sharing agreement was terminated early, effective April 26, 2016, by mutual agreement of Great Southern Bank and the FDIC. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded.
On April 27, 2012, Great Southern Bank entered into a purchase and assumption agreement with loss share with the FDIC to assume all of the deposits and acquire certain assets of Inter Savings Bank, FSB (“InterBank”), a full service bank headquartered in Maple Grove, Minnesota. The related loss sharing agreement was terminated early, effective June 9, 2017, by mutual agreement of Great Southern Bank and the FDIC. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded.
On June 20, 2014, Great Southern Bank entered into a purchase and assumption agreement with the FDIC to purchase a substantial portion of the loans and investment securities, as well as certain other assets, and assume all of the deposits, as well as certain other liabilities, of Valley Bank, a full-service bank headquartered in Moline, Illinois, with significant operations in Iowa. This transaction did not include a loss sharing agreement. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded.
The following table presents the balances of acquired loans related to the various FDIC-assisted transactions at September 30, 2022 and December 31, 2021.
Sun Security
TeamBank
Vantus Bank
Bank
InterBank
Valley Bank
(In Thousands)
September 30, 2022
Gross loans receivable
$
2,783
$
4,410
$
7,525
$
26,253
$
17,637
Balance of accretable discount due to change in expected losses
—
—
—
—
—
Net carrying value of loans receivable
$
2,783
$
4,410
$
7,525
$
26,253
$
17,637
December 31, 2021
Gross loans receivable
$
3,613
$
5,304
$
9,405
$
32,645
$
23,632
Balance of accretable discount due to change in expected losses
( 65 )
( 19 )
( 63 )
( 58 )
( 224 )
Net carrying value of loans receivable
$
3,548
$
5,285
$
9,342
$
32,587
$
23,408
23
NOTE 8: OTHER REAL ESTATE OWNED AND REPOSSESSIONS
Major classifications of other real estate owned were as follows:
September 30,
December 31,
2022
2021
(In Thousands)
Foreclosed assets held for sale and repossessions
One- to four-family construction
$
—
$
—
Subdivision construction
—
—
Land development
—
315
Commercial construction
—
—
One- to four-family residential
—
183
Other residential
—
—
Commercial real estate
—
—
Commercial business
—
—
Consumer
86
90
Foreclosed assets held for sale and repossessions
86
588
Other real estate owned not acquired through foreclosure
183
1,499
Other real estate owned and repossessions
$
269
$
2,087
At September 30, 2022, other real estate owned not acquired through foreclosure included two properties, both of which were branch locations that were closed and held for sale. At December 31, 2021, other real estate owned not acquired through foreclosure included four properties, all of which were branch locations that were closed and held for sale.
At September 30, 2022, residential mortgage loans totaling $ 480,000 were in the process of foreclosure. At December 31, 2021, residential mortgage loans totaling $ 125,000 were in the process of foreclosure.
Expenses applicable to other real estate owned and repossessions included the following:
Three Months Ended
September 30,
2022
2021
(In Thousands)
Net gains on sales of other real estate owned and repossessions
$
( 5 )
$
( 1 )
Valuation write-downs
—
—
Operating expenses, net of rental income
89
104
$
84
$
103
Nine Months Ended
September 30,
2022
2021
(In Thousands)
Net gains on sales of other real estate owned and repossessions
$
( 148 )
$
( 169 )
Valuation write-downs
23
83
Operating expenses, net of rental income
438
559
$
313
$
473
24
NOTE 9: PREMISES AND EQUIPMENT
Major classifications of premises and equipment, stated at cost, were as follows:
September 30,
December 31,
2022
2021
(In Thousands)
Land
$
39,615
$
39,440
Buildings and improvements
104,023
101,207
Furniture, fixtures and equipment
65,175
57,982
Operating leases right of use asset
7,645
7,715
216,458
206,344
Less: accumulated depreciation
77,048
73,611
$
139,410
$
132,733
Leases. The Company adopted ASU 2016 02, Leases (Topic 842) , on January 1, 2019, using the modified retrospective transition approach whereby comparative periods were not restated. The Company also elected certain relief options under the ASU, including the option not to recognize right of use asset and lease liabilities that arise from short-term leases (leases with terms of twelve months or less). Adoption of this ASU resulted in the Company initially recognizing a right of use asset and corresponding lease liability of $ 9.5 million as of January 1, 2019 . The amount of the right of use asset and corresponding lease liability will fluctuate based on the Company’s lease terminations, new leases and lease modifications and renewals. As of September 30, 2022, the lease right of use asset value was $ 7.6 million and the corresponding lease liability was $ 7.8 million. As of December 31, 2021, the lease right of use asset value was $ 7.7 million and the corresponding lease liability was $7.9 million. At September 30, 2022, expected lease terms ranged from 0.5 years to 16.2 years with a weighted-average lease term of 8.4 years. The weighted-average discount rate at September 30, 2022 was 3.42 %.
For the three months ended September 30, 2022 and 2021, lease expense was $ 408,000 and $ 386,000 , respectively. For each of the nine months ended September 30, 2022 and 2021, lease expense was $ 1.2 million. The Company’s short-term leases related to offsite ATMs have both fixed and variable lease payment components, based on the number of transactions at the various ATMs. The variable portion of these lease payments is not material and the total lease expense related to ATMs for the three months ended September 30, 2022 and 2021 was $ 80,000 and $ 79,000 , respectively. The total lease expense related to ATMs for the nine months ended September 30, 2022 and 2021 was $ 228,000 and $ 230,000 , respectively.
The Company does not sublease any of its leased facilities; however, it does lease to other parties portions of facilities that it owns. In terms of being the lessor in these circumstances, all of these lease agreements are classified as operating leases. In the three months ended September 30, 2022 and 2021, income recognized from these lease agreements was $ 300,000 and $ 323,000 , respectively, and was included in occupancy and equipment expense. In the nine months ended September 30, 2022 and 2021, income recognized from these lease agreements was $ 890,000 and $ 903,000 , respectively, and was included in occupancy and equipment expense.
September 30, 2022
December 31, 2021
(In Thousands)
Statement of Financial Condition
Operating leases right of use asset
$
7,645
$
7,715
Operating leases liability
$
7,839
$
7,886
For the Three Months Ended
September 30, 2022
September 30, 2021
(In Thousands)
Statement of Income
Operating lease costs classified as occupancy and equipment expense (includes short-term lease costs and amortization of right of use asset)
$
408
$
386
Supplemental Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
400
$
375
Right of use assets obtained in exchange for lease obligations:
Operating leases
618
74
25
For the Nine Months Ended
September 30, 2022
September 30, 2021
(In Thousands)
Statement of Income
Operating lease costs classified as occupancy and equipment expense (includes short-term lease costs and amortization of right of use asset)
$
1,166
$
1,153
Supplemental Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
1,141
$
1,117
Right of use assets obtained in exchange for lease obligations:
Operating leases
618
74
At September 30, 2022, future expected lease payments for leases with terms exceeding one year were as follows (In Thousands):
2022
$
303
2023
1,199
2024
1,146
2025
1,126
2026
1,063
2027
987
Thereafter
3,206
Future lease payments expected
9,030
Less: interest portion of lease payments
( 1,191 )
Lease liability
$
7,839
NOTE 10: DEPOSITS
September 30,
December 31,
2022
2021
(In Thousands)
Time Deposits:
0.00 % - 0.99 %
$
433,398
$
825,217
1.00 % - 1.99 %
351,890
73,563
2.00 % - 2.99 %
500,334
55,509
3.00 % - 3.99 %
74,516
6,780
4.00 % and above
519
—
Total time deposits (weighted average rate 1.54 % and 0.60 %)
1,360,657
961,069
Non-interest-bearing demand deposits
1,112,344
1,209,822
Interest-bearing demand and savings deposits (weighted average rate 0.39 % and 0.12 %)
2,266,117
2,381,210
Total Deposits
$
4,739,118
$
4,552,101
At September 30, 2022 and December 31, 2021, total time deposits included $ 361.6 million and $ 67.4 million, respectively, of brokered deposits, and $ 78.3 million and $ 203.8 million, respectively, of national time deposits initiated through internet channels.
NOTE 11: ADVANCES FROM FEDERAL HOME LOAN BANK
At September 30, 2022 and December 31, 2021, there were no outstanding term advances from the Federal Home Loan Bank of Des Moines (FHLBank advances). There were overnight funds borrowed from the Federal Home Loan Bank of Des Moines as of September 30, 2022, which are included below in Note 12 . There were no overnight funds borrowed from the Federal Home Loan Bank of Des Moines as of December 31, 2021.
26
NOTE 12: SECURITIES SOLD UNDER REVERSE REPURCHASE AGREEMENTS AND SHORT-TERM BORROWINGS
September 30,
December 31,
2022
2021
(In Thousands)
Notes payable – Community Development Equity Funds
$
1,119
$
1,449
Other interest-bearing liabilities
—
390
Securities sold under reverse repurchase agreements
124,187
137,116
Overnight borrowings from the Federal Home Loan Bank
98,000
—
$
223,306
$
138,955
The Bank enters into sales of securities under agreements to repurchase (reverse repurchase agreements). Reverse repurchase agreements are treated as financings, and the obligations to repurchase securities sold are reflected as a liability in the statements of financial condition. The dollar amount of securities underlying the agreements remains in the asset accounts. Securities underlying the agreements are being held by the Bank during the agreement period. All agreements are written on a term of one month or less.
At December 31, 2021, other interest-bearing liabilities consisted of cash collateral held by the Company to satisfy minimum collateral posting thresholds with its derivative dealer counterparties representing the termination value of derivatives, which at such time were in a net asset position. Under the collateral agreements between the parties, either party may choose to provide cash or securities to satisfy its collateral requirements.
The following table represents the Company’s securities sold under reverse repurchase agreements, by collateral type and remaining contractual maturity.
September 30, 2022
December 31, 2021
Overnight and
Overnight and
Continuous
Continuous
(In Thousands)
Mortgage-backed securities – GNMA, FNMA, FHLMC
$
124,187
$
137,116
NOTE 13: SUBORDINATED NOTES
On August 8, 2016, the Company completed the public offering and sale of $ 75.0 million of its subordinated notes. The notes were due August 15, 2026 and had a fixed interest rate of 5.25 % until August 15, 2021, at which time the rate was to become floating at a rate equal to three-month LIBOR plus 4.087 %. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions, legal, accounting and other professional fees, of approximately $ 73.5 million. Total debt issuance costs of approximately $ 1.5 million were deferred and amortized over the five-year expected life of the notes.
On August 15, 2021, in accordance with the terms of the notes, the Company redeemed all $ 75.0 million aggregate principal amount of the notes at a redemption price equal to 100 % of their principal amount, plus accrued and unpaid interest.
On June 10, 2020, the Company completed the public offering and sale of $ 75.0 million of its subordinated notes. The notes are due June 15, 2030, and have a fixed interest rate of 5.50 % until June 15, 2025, at which time the rate becomes floating at a rate expected to be equal to three-month term Secured Overnight Financing Rate (SOFR) plus 5.325 %. The Company may call the notes at par beginning on June 15, 2025, and on any scheduled interest payment date thereafter. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions, legal, accounting and other professional fees, of approximately $ 73.5 million. Total debt issuance costs of approximately $ 1.5 million were deferred and are being amortized over the expected life of the notes, which is five years .
Amortization of the debt issuance costs during the three months ended September 30, 2022 and 2021 of both subordinated note offerings, to the extent applicable, totaled $ 74,000 and $ 146,000 , respectively. Amortization of the debt issuance costs during the nine months ended September 30, 2022 and 2021 of both subordinated notes offerings, to the extent applicable, totaled $ 223,000 and $ 512,000 , respectively. Amortization of the debt issuance costs is included in interest expense on subordinated notes in the consolidated statements of income, resulting in an imputed interest rate of 5.96 % on the 2020 issuance.
27
At September 30, 2022 and December 31, 2021, subordinated notes are summarized as follows:
September 30, 2022
December 31, 2021
(In Thousands)
Subordinated notes
$
75,000
$
75,000
Less: unamortized debt issuance costs
793
1,016
$
74,207
$
73,984
NOTE 14: INCOME TAXES
Reconciliations of the Company’s effective tax rates to the statutory corporate tax rates were as follows:
Three Months Ended September 30,
2022
2021
Tax at statutory rate
21.0
%
21.0
%
Nontaxable interest and dividends
( 0.6 )
( 0.3 )
Tax credits
( 1.7 )
( 1.5 )
State taxes
1.6
1.4
Other
0.2
0.3
20.5
%
20.9
%
Nine Months Ended September 30,
2022
2021
Tax at statutory rate
21.0
%
21.0
%
Nontaxable interest and dividends
( 0.5 )
( 0.3 )
Tax credits
( 1.7 )
( 1.6 )
State taxes
1.7
1.5
Other
—
0.3
20.5
%
20.9
%
The Company and its consolidated subsidiaries have not been audited recently by the Internal Revenue Service (IRS). As a result, federal tax years through December 31, 2017 are now closed.
The Company was previously under State of Missouri income and franchise tax examinations for its 2014 and 2015 tax years. The examinations concluded with one unresolved issue related to the exclusion of certain income in the calculation of Missouri income tax. The Missouri Department of Revenue denied the Company’s administrative protest regarding the 2014 and 2015 tax years’ examinations. In June 2021, the Company filed a formal protest with the Missouri Administrative Hearing Commission (MAHC), which has special jurisdiction to hear tax matters and is similar to a trial court, to continue defending the Company’s rights and associated tax position. The Company has engaged legal and tax advisors and continues to believe it will ultimately prevail on the issue; however, if the Company does not prevail, the tax obligation to the State of Missouri could be up to a total of $ 4.0 million for these tax years and additional amounts could be levied for certain subsequent tax years. The MAHC has received documents from each party but no hearings have occurred to date.
The State of Illinois Department of Revenue recently completed a tax examination of the Company’s Illinois Business Income Tax for the 2018 and 2019 tax years. There were no proposed material changes to the returns.
28
NOTE 15: DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC Topic 820, Fair Value Measurements , defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
● Quoted prices in active markets for identical assets or liabilities (Level 1): Inputs that are quoted unadjusted prices in active markets for identical assets that the Company has the ability to access at the measurement date. An active market for the asset is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
● Other observable inputs (Level 2): Inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity including quoted prices for similar assets, quoted prices for securities in inactive markets and inputs derived principally from or corroborated by observable market data by correlation or other means.
● Significant unobservable inputs (Level 3): Inputs that reflect assumptions of a source independent of the reporting entity or the reporting entity’s own assumptions that are supported by little or no market activity or observable inputs.
Financial instruments are broken down by recurring or nonrecurring measurement status. Recurring assets are initially measured at fair value and are required to be remeasured at fair value in the financial statements at each reporting date. Assets measured on a nonrecurring basis are assets that, due to an event or circumstance, were required to be remeasured at fair value after initial recognition in the financial statements at some time during the reporting period.
Recurring Measurements
The following table presents the fair value measurements of assets recognized in the accompanying statements of financial condition measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fell at September 30, 2022 and December 31, 2021:
Fair value measurements using
Quoted prices
in active
markets
Other
Significant
for identical
observable
unobservable
assets
inputs
inputs
Fair value
(Level 1)
(Level 2)
(Level 3)
(In Thousands)
September 30, 2022
Available-for-sale securities
Agency mortgage-backed securities
$
288,255
$
—
$
288,255
$
—
Agency collateralized mortgage obligations
70,776
—
70,776
—
States and political subdivisions securities
62,329
—
65,362
—
Small Business Administration securities
61,447
—
66,642
—
Interest rate derivative asset
11,627
—
11,627
—
Interest rate derivative liability
( 11,321 )
—
( 11,321 )
—
December 31, 2021
Available-for-sale securities
Agency mortgage-backed securities
$
229,441
$
—
$
229,441
$
—
Agency collateralized mortgage obligations
204,277
—
204,277
—
States and political subdivisions securities
40,015
—
40,015
—
Small Business Administration securities
27,299
—
27,299
—
Interest rate derivative asset
2,816
—
2,816
—
Interest rate derivative liability
( 2,895 )
—
( 2,895 )
—
29
The following is a description of inputs and valuation methodologies used for assets recorded at fair value on a recurring basis and recognized in the accompanying statements of financial condition at September 30, 2022 and December 31, 2021 as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the nine-month period ended September 30, 2022. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.
Available-for-Sale Securities. Investment securities available-for-sale are recorded at fair value on a recurring basis. The fair values used by the Company are obtained from an independent pricing service, which represent either quoted market prices for the identical asset or fair values determined by pricing models, or other model-based valuation techniques, that consider observable market data, such as interest rate volatilities, LIBOR/SOFR yield curve, credit spreads and prices from market makers and live trading systems. Recurring Level 2 securities include U.S. government agency securities, mortgage-backed securities, state and municipal bonds and certain other investments. Inputs used for valuing Level 2 securities include observable data that may include dealer quotes, benchmark yields, market spreads, live trading levels and market consensus prepayment speeds, among other things. Additional inputs include indicative values derived from the independent pricing service’s proprietary computerized models. There were no recurring Level 3 securities at September 30, 2022 or December 31, 2021.
Interest Rate Derivatives. The fair value is estimated using forward-looking interest rate curves and is determined using observable market rates and, therefore, are classified within Level 2 of the valuation hierarchy.
Nonrecurring Measurements
The following table presents the fair value measurements of assets measured at fair value on a nonrecurring basis and the level within the hierarchy in which such measurements fall at September 30, 2022 and December 31, 2021:
Fair Value Measurements Using
Quoted prices
in active
markets
Other
Significant
for identical
observable
unobservable
assets
inputs
inputs
Fair value
(Level 1)
(Level 2)
(Level 3)
(In Thousands)
September 30, 2022
Collateral-dependent loans
$
256
$
—
$
—
$
256
Foreclosed assets held for sale
$
—
$
—
$
—
$
—
December 31, 2021
Collateral-dependent loans
$
1,712
$
—
$
—
$
1,712
Foreclosed assets held for sale
$
315
$
—
$
—
$
315
The following is a description of valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying statements of financial condition, as well as the general classification of such assets pursuant to the valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.
Loans Held for Sale. Mortgage loans held for sale are recorded at the lower of carrying value or fair value. The fair value of mortgage loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, the Company classifies mortgage loans held for sale as Nonrecurring Level 2. Write-downs to fair value typically do not occur as the Company generally enters into commitments to sell individual mortgage loans at the time the loan is originated to reduce market risk. The Company typically does not have commercial loans held for sale. At September 30, 2022 and December 31, 2021, the aggregate fair value of mortgage loans held for sale was not materially different than their cost. Accordingly, no mortgage loans held for sale were marked down and reported at fair value.
30
Collateral-Dependent Loans . The Company records collateral-dependent loans as Nonrecurring Level 3. If a loan’s fair value as estimated by the Company is less than its carrying value, the Company either records a charge-off of the portion of the loan that exceeds the fair value or establishes a reserve within the allowance for credit losses specific to the loan. Loans for which such charge-offs or reserves were recorded during the nine months ended September 30, 2022 or the year ended December 31, 2021, are shown in the table above (net of reserves).
Foreclosed Assets Held for Sale. Foreclosed assets held for sale are initially recorded at fair value less estimated cost to sell at the date of foreclosure. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less estimated cost to sell. Foreclosed assets held for sale are classified within Level 3 of the fair value hierarchy. The foreclosed assets represented in the table above have been re-measured during the nine months ended September 30, 2022 or the year ended December 31, 2021, subsequent to their initial transfer to foreclosed assets.
Fair Value of Financial Instruments
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying statements of financial condition at amounts other than fair value.
Cash and Cash Equivalents and Federal Home Loan Bank Stock. The carrying amount approximates fair value.
Held-to-Maturity Securities. Fair values for held-to-maturity securities are estimated based on quoted market prices of similar securities. For these securities, the Company obtains fair value measurements from an independent pricing service, which represent either quoted market prices for the identical asset or fair values determined by pricing models, or other model-based valuation techniques, that consider observable market data, such as interest rate volatilities, LIBOR/SOFR yield curve, credit spreads and prices from market makers and live trading systems. These securities include U.S. government agency securities, mortgage-backed securities, state and municipal bonds and certain other investments.
Loans and Interest Receivable. The fair value of loans is estimated on an exit price basis incorporating contractual cash flows, prepayments, discount spreads, credit losses and liquidity premiums. Loans with similar characteristics were aggregated for purposes of the calculations. The carrying amount of accrued interest receivable approximates its fair value.
Deposits and Accrued Interest Payable. The fair value of demand deposits and savings accounts is the amount payable on demand at the reporting date, i.e., their carrying amounts. The fair value of fixed maturity certificates of deposit is estimated through a discounted cash flow calculation using the average advances yield curve from 11 districts of the FHLB for the as of date. The carrying amount of accrued interest payable approximates its fair value.
Short-Term Borrowings. The carrying amount approximates fair value.
Subordinated Debentures Issued to Capital Trusts. The subordinated debentures have floating rates that reset quarterly. The carrying amount of these debentures approximates their fair value.
Subordinated Notes. The fair values used by the Company are obtained from independent sources and are derived from quoted market prices of the Company’s subordinated notes and quoted market prices of other subordinated debt instruments with similar characteristics.
Commitments to Originate Loans, Letters of Credit and Lines of Credit. The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.
31
The following table presents estimated fair values of the Company’s financial instruments not recorded at fair value on the statements of financial condition. The fair values of certain of these instruments were calculated by discounting expected cash flows, which method involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate.
September 30, 2022
December 31, 2021
Carrying
Fair
Hierarchy
Carrying
Fair
Hierarchy
Amount
Value
Level
Amount
Value
Level
(In Thousands)
Financial assets
Cash and cash equivalents
$
189,006
$
189,006
1
$
717,267
$
717,267
1
Held-to-maturity securities
206,485
180,411
2
—
—
2
Mortgage loans held for sale
4,097
4,097
2
8,735
8,735
2
Loans, net of allowance for credit losses
4,497,109
4,422,371
3
4,007,500
4,001,362
3
Interest receivable
13,787
13,787
3
10,705
10,705
3
Investment in FHLBank stock and other assets
31,254
31,254
3
6,655
6,655
3
Financial liabilities
Deposits
4,739,118
4,721,574
3
4,552,101
4,552,202
3
Short-term borrowings
223,306
223,306
3
138,955
138,955
3
Subordinated debentures
25,774
25,774
3
25,774
25,774
3
Subordinated notes
74,207
72,188
2
73,984
81,000
2
Interest payable
2,632
2,632
3
646
646
3
Unrecognized financial instruments (net of contractual value)
Commitments to originate loans
—
—
3
—
—
3
Letters of credit
47
47
3
50
50
3
Lines of credit
—
—
3
—
—
3
NOTE 16: DERIVATIVES AND HEDGING ACTIVITIES
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its assets and liabilities. In the normal course of business, the Company may use derivative financial instruments (primarily interest rate swaps) from time to time to assist in its interest rate risk management. The Company has interest rate derivatives that result from a service provided to certain qualifying loan customers that are not used to manage interest rate risk in the Company’s assets or liabilities and are not designated in a qualifying hedging relationship. The Company manages a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions. In addition, the Company has interest rate derivatives that are designated in a qualified hedging relationship.
Nondesignated Hedges
The Company has interest rate swaps that are not designated as qualifying hedging relationships. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain loan customers, which the Company began offering during 2011. The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.
32
As part of the Valley Bank FDIC-assisted acquisition, the Company acquired seven loans with related interest rate swaps. Valley’s swap program differed from the Company’s in that Valley did not have back to back swaps with the customer and a counterparty. All seven acquired loans with interest rate swaps have now paid off. The aggregate notional amount of the remaining Valley swaps was $ 482,000 at December 31, 2021. At September 30, 2022, the Company had seven interest rate swaps and one interest rate cap totaling $ 104.6 million in notional amount with commercial customers, and seven interest rate swaps and one interest rate cap with the same aggregate notional amount with third parties related to its program. In addition, the Company has one participation loan purchased totaling $ 8.9 million, in which the lead institution has an interest rate swap with its customer and the economics of the counterparty swap are passed along to the Company through the loan participation. At December 31, 2021, excluding the Valley Bank swaps, the Company had 11 interest rate swaps and one interest rate cap totaling $ 93.9 million in notional amount with commercial customers, and 11 interest rate swaps and one interest rate cap with the same notional amount with third parties related to its program. During the three months ended September 30, 2022 and 2021, the Company recognized net gains of $ 88,000 and $ 45,000 , respectively, in non-interest income related to changes in the fair value of these swaps. During the nine months ended September 30, 2022 and 2021, the Company recognized net gains of $ 385,000 and $ 340,000 during, respectively, in non-interest income related to changes in the fair value of these swaps.
Cash Flow Hedges
Interest Rate Swaps . As a strategy to maintain acceptable levels of exposure to the risk of changes in future cash flows due to interest rate fluctuations, in October 2018, the Company entered into an interest rate swap transaction as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of the swap was $ 400 million with a termination date of October 6, 2025. Under the terms of the swap, the Company received a fixed rate of interest of 3.018 % and paid a floating rate of interest equal to one-month USD-LIBOR. The floating rate was reset monthly and net settlements of interest due to/from the counterparty also occurred monthly. To the extent that the fixed rate of interest exceeded one-month USD-LIBOR, the Company received net interest settlements which were recorded as loan interest income. If USD-LIBOR exceeded the fixed rate of interest, the Company was required to pay net settlements to the counterparty and record those net payments as a reduction of interest income on loans.
In March 2020, the Company and its swap counterparty mutually agreed to terminate the $ 400 million interest rate swap prior to its contractual maturity. The Company was paid $ 45.9 million from its swap counterparty as a result of this termination. This $ 45.9 million, less the accrued interest portion and net of deferred income taxes, is reflected in the Company’s stockholders’ equity as Accumulated Other Comprehensive Income and a portion of it will be accreted to interest income on loans monthly through the original contractual termination date of October 6, 2025. This has the effect of reducing Accumulated Other Comprehensive Income and increasing Net Interest Income and Retained Earnings over the period. At September 30, 2022, the Company expected to have a sufficient amount of eligible variable rate loans to continue to accrete this interest income in future periods. If this expectation changes and the amount of eligible variable rate loans decreases significantly, the Company may be required to recognize this interest income more rapidly.
In February 2022, the Company entered into an interest rate swap transaction as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of the swap is $ 300 million with an effective date of March 1, 2022 and a termination date of March 1, 2024. Under the terms of the swap, the Company will receive a fixed rate of interest of 1.6725 % and will pay a floating rate of interest equal to one-month USD-LIBOR (or the equivalent replacement rate if USD-LIBOR rate is not available). The floating rate will be reset monthly and net settlements of interest due to/from the counterparty will also occur monthly. The floating rate of interest was 2.553 % as of September 30, 2022. The Company will receive net interest settlements, which will be recorded as loan interest income, to the extent that the fixed rate of interest exceeds one-month USD-LIBOR. If USD-LIBOR exceeds the fixed rate of interest in future periods, the Company will be required to pay net settlements to the counterparty and will record those net payments as a reduction of interest income on loans. On October 1, 2022, the floating rate of interest reset to 3.14271 %.
In July 2022, the Company entered into two interest rate swap transactions as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of each swap is $ 200 million with an effective date of May 1, 2023 and a termination date of May 1, 2028. Under the terms of one swap, beginning in May 2023, the Company will receive a fixed rate of interest of 2.628 % and will pay a floating rate of interest equal to one-month USD-SOFR OIS. Under the terms of the other swap, beginning in May 2023, the Company will receive a fixed rate of interest of 5.725 % and will pay a floating rate of interest equal to one-month USD-Prime. In each case, the floating rate will be reset monthly and net settlements of interest due to/from the counterparty will also occur monthly. To the extent the fixed rate of interest exceeds the floating rate of interest, the Company will receive net interest settlements, which will be recorded as loan interest income. If the floating rate of interest exceeds the fixed rate of interest, the Company will be required to pay net settlements to the counterparty and will record those net payments as a reduction of interest income on loans.
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The Company recorded loan interest income of $ 2.0 million on the terminated interest rate swap during each of the three months ended September 30, 2022 and 2021. The Company recorded loan interest income of $ 6.1 million on this interest rate swap during each of the nine months ended September 30, 2022 and 2021. The Company recorded negative loan interest income of $ 428,000 and loan interest income of $ 610,000 , related to the February 2022 interest rate swap during the three and nine months ended September 30, 2022, respectively.The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affected earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. During each of the three and nine months ended September 30, 2022 and 2021, the Company recognized no non-interest income related to changes in the fair value of these derivatives. At September 30, 2022, the Company expected to have an amount of eligible variable rate loans to continue to accrete this interest income in future periods. If this expectation changes and the amount of eligible variable rate loans decreases significantly, the Company may be required to recognize this interest income more rapidly.
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Statements of Financial Condition:
Location in
Fair Value
Consolidated Statements
September 30,
December 31,
of Financial Condition
2022
2021
(In Thousands)
Derivatives designated as hedging instruments
Active interest rate swap
Accrued expenses and other liabilities
$
33,123
$
—
Total derivatives designated as hedging instruments
$
33,123
$
—
Derivatives not designated as hedging instruments
Asset Derivatives
Interest rate products
Prepaid expenses and other assets
$
11,627
$
2,816
Total derivatives not designated as hedging instruments
$
11,627
$
2,816
Liability Derivatives
Interest rate products
Accrued expenses and other liabilities
$
11,321
$
2,895
Total derivatives not designated as hedging instruments
$
11,321
$
2,895
The following table presents the effect of cash flow hedge accounting through accumulated other comprehensive income on the statements of comprehensive income:
Amount of Gain (Loss)
Recognized in AOCI
Three Months Ended September 30,
Cash Flow Hedges
2022
2021
(In Thousands)
Terminated interest rate swap, net of income taxes
$
( 1,580 )
$
( 1,580 )
Active interest rate swaps, net of income taxes
( 19,898 )
—
$
( 21,478 )
$
( 1,580 )
Amount of Gain (Loss)
Recognized in AOCI
Nine Months Ended September 30,
Cash Flow Hedges
2022
2021
(In Thousands)
Terminated interest rate swap, net of income taxes
$
( 4,691 )
$
( 4,690 )
Active interest rate swaps, net of income taxes
( 25,570 )
—
$
( 30,261 )
$
( 4,690 )
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The following table presents the effect of cash flow hedge accounting on the statements of income:
Three Months Ended September 30,
Cash Flow Hedges
2022
2021
Interest
Interest
Interest
Interest
Income
Expense
Income
Expense
(In Thousands)
Total Interest Income
$
59,657
$
—
$
49,640
$
—
Total Interest Expense
—
6,759
—
4,717
$
59,657
$
6,759
$
49,640
$
4,717
Terminated interest rate swap
$
2,047
$
—
$
2,048
$
—
Active interest rate swaps
( 428 )
—
—
—
$
1,619
$
—
$
2,048
$
—
Nine Months Ended September 30,
Cash Flow Hedges
2022
2021
Interest
Interest
Interest
Interest
Income
Expense
Income
Expense
(In Thousands)
Total Interest Income
$
159,028
$
—
$
150,725
$
—
Total Interest Expense
—
14,034
—
17,030
$
159,028
$
14,034
$
150,725
$
17,030
Terminated interest rate swap
$
6,076
$
—
$
6,076
$
—
Active interest rate swaps
610
—
—
—
$
6,686
$
—
$
6,076
$
—
Agreements with Derivative Counterparties
The Company has agreements with its derivative counterparties. If the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Bank fails to maintain its status as a well-capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements. Similarly, the Company could be required to settle its obligations under certain of its agreements if certain regulatory events occur, such as the issuance of a formal directive, or if the Company’s credit rating is downgraded below a specified level.
At September 30, 2022, the termination value of derivatives with our derivative dealer counterparties (related to loan level swaps with commercial lending customers and active interest rate swaps to hedge risk related to the Company’s variable rate loans) in an overall net liability position, which included accrued interest but excluded any adjustment for nonperformance risk, related to these agreements was $ 21.7 million. The Company has minimum collateral posting thresholds with its derivative dealer counterparties. At September 30, 2022, the Company had given cash collateral to one derivative counterparty of $ 20.8 million to cover its fair value position.
At December 31, 2021, the termination value of derivatives with our derivative dealer counterparties (related to loan level swaps with commercial lending customers) in a net liability position, which included accrued interest but excluded any adjustment for nonperformance risk, related to these agreements was $ 437,000 . Additionally, the Company’s activity with one of its derivative counterparties met the level at which the Company’s minimum collateral posting thresholds take effect (requiring collateral to be given by the Company) and the Company posted collateral of $ 1.2 million to the derivative counterparty to satisfy the loan level agreements. Also at December 31, 2021, the Company had received cash collateral from another derivative counterparty of $ 390,000 to cover its fair value position with us.
If the Company had breached any of these provisions at September 30, 2022 or December 31, 2021, it could have been required to settle its obligations under the agreements at the termination value. Under the collateral agreements between the parties, either party may choose to provide cash or securities to satisfy its collateral requirements.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.