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)
MARCH 31,
DECEMBER 31,
2023
2022
(Unaudited)
ASSETS
Cash
$
89,682
$
105,262
Interest-bearing deposits in other financial institutions
94,994
63,258
Cash and cash equivalents
184,676
168,520
Available-for-sale securities
493,330
490,592
Held-to-maturity securities
200,427
202,495
Mortgage loans held for sale
6,099
4,811
Loans receivable, net of allowance for credit losses of $ 64,987 – March 2023; $ 63,480 – December 2022
4,569,328
4,506,836
Interest receivable
17,484
19,107
Prepaid expenses and other assets
89,055
69,461
Other real estate owned and repossessions, net
154
233
Premises and equipment, net
141,485
141,070
Goodwill and other intangible assets
10,702
10,813
Federal Home Loan Bank stock and other interest-earning assets
27,658
30,814
Current and deferred income taxes
28,322
35,950
Total Assets
$
5,768,720
$
5,680,702
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits
$
4,799,107
$
4,684,910
Securities sold under reverse repurchase agreements with customers
70,654
176,843
Short-term borrowings and other interest-bearing liabilities
155,710
89,583
Subordinated debentures issued to capital trust
25,774
25,774
Subordinated notes
74,356
74,281
Accrued interest payable
4,671
3,010
Advances from borrowers for taxes and insurance
8,086
6,590
Accrued expenses and other liabilities
62,861
73,808
Liability for unfunded commitments
11,990
12,816
Total Liabilities
5,213,209
5,147,615
Stockholders’ Equity:
Capital stock
Serial preferred stock, $ .01 par value; authorized 1,000,000 shares; issued and outstanding March 2023 and December 2022 - - 0 - shares
—
—
Common stock, $ .01 par value; authorized 20,000,000 shares; issued and outstanding March 2023 – 12,133,886 shares; December 2022 – 12,231,290 shares
121
122
Additional paid-in capital
42,870
42,445
Retained earnings
553,948
543,875
Accumulated other comprehensive income (loss)
( 41,428 )
( 53,355 )
Total Stockholders’ Equity
555,511
533,087
Total Liabilities and Stockholders’ Equity
$
5,768,720
$
5,680,702
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
MARCH 31,
2023
2022
(Unaudited)
INTEREST INCOME
Loans
$
65,438
$
43,065
Investment securities and other
6,025
3,608
TOTAL INTEREST INCOME
71,463
46,673
INTEREST EXPENSE
Deposits
14,650
2,173
Securities sold under reverse repurchase agreements
342
10
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities
1,780
1
Subordinated debentures issued to capital trust
393
118
Subordinated notes
1,106
1,105
TOTAL INTEREST EXPENSE
18,271
3,407
NET INTEREST INCOME
53,192
43,266
PROVISION FOR CREDIT LOSSES ON LOANS
1,500
—
PROVISION (CREDIT) FOR UNFUNDED COMMITMENTS
( 826 )
( 193 )
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES AND PROVISION (CREDIT) FOR UNFUNDED COMMITMENTS
52,518
43,459
NON-INTEREST INCOME
Commissions
427
297
Overdraft and insufficient funds fees
1,896
1,865
Point-Of-Sale and ATM fee income and service charges
3,701
3,964
Net gains on loan sales
389
1,134
Net realized gain on sale of available-for-sale securities
—
7
Late charges and fees on loans
180
313
Gain (loss) on derivative interest rate products
( 291 )
152
Other income
1,587
1,444
TOTAL NON-INTEREST INCOME
7,889
9,176
NON-INTEREST EXPENSE
Salaries and employee benefits
19,203
18,080
Net occupancy and equipment expense
7,720
6,878
Postage
828
787
Insurance
867
794
Advertising
647
555
Office supplies and printing
268
218
Telephone
703
850
Legal, audit and other professional fees
1,981
805
Expense on other real estate and repossessions
154
163
Acquired intangible asset amortization
111
158
Other operating expenses
1,981
1,980
TOTAL NON-INTEREST EXPENSE
34,463
31,268
INCOME BEFORE INCOME TAXES
25,944
21,367
PROVISION FOR INCOME TAXES
5,488
4,380
NET INCOME
$
20,456
$
16,987
Basic Earnings Per Common Share
$
1.68
$
1.31
Diluted Earnings Per Common Share
$
1.67
$
1.30
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 COMPREHENSIVE INCOME (LOSS)
(In Thousands, Except Per Share Data)
THREE MONTHS ENDED
MARCH 31,
2023
2022
(Unaudited)
Net Income
$
20,456
$
16,987
Unrealized appreciation (depreciation) on available-for-sale securities, net of taxes (credit) of $ 2,258 and $( 5,966 ), for 2023 and 2022, respectively
6,915
( 20,200 )
Unrealized (gain) loss on securities transferred to held-to-maturity, net of taxes (credit) of $( 5 ) and $ 224 for 2023 and 2022, respectively
( 17 )
759
Less: reclassification adjustment for gains included in net income, net of taxes of $ 0 and $ 2 for 2023 and 2022, respectively
—
( 5 )
Amortization of realized gain on termination of cash flow hedge, net of taxes (credit) of $( 457 ) and $( 456 ), for 2023 and 2022, respectively
( 1,546 )
( 1,547 )
Change in value of active cash flow hedges, net of taxes (credit) of $ 2,146 and $( 911 ) for 2023 and 2022, respectively
6,575
( 3,083 )
Comprehensive Income (Loss)
$
32,383
$
( 7,089 )
See Notes to Consolidated Financial Statements
3
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)
THREE MONTHS ENDED MARCH 31, 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
—
—
16,987
—
—
16,987
Stock issued under Stock Option Plan
—
1,690
—
—
1,116
2,806
Common dividends declared, $ 0.36 per share
—
—
( 4,599 )
—
—
( 4,599 )
Change in fair value of cash flow hedges
—
—
—
( 4,630 )
—
( 4,630 )
Change in unrealized gain on held-to-maturity securities
—
—
—
759
—
759
Change in unrealized loss on available-for-sale securities
—
—
—
( 20,205 )
—
( 20,205 )
Purchase of the Company’s common stock
—
—
—
—
( 25,319 )
( 25,319 )
Reclassification of treasury stock per Maryland law
( 3 )
—
( 24,200 )
—
24,203
—
Balance, March 31, 2022
$
128
$
40,004
$
533,736
$
8,683
$
—
$
582,551
THREE MONTHS ENDED MARCH 31, 2023
Accumulated
Other
Common
Additional
Retained
Comprehensive
Treasury
Stock
Paid-in Capital
Earnings
Income (Loss)
Stock
Total
(Unaudited)
Balance, January 1, 2023
$
122
$
42,445
$
543,875
$
( 53,355 )
$
—
$
533,087
Net income
—
—
20,456
—
—
20,456
Stock issued under Stock Option Plan
—
425
—
—
45
470
Common cash dividends declared, $ 0.40 per share
—
—
( 4,854 )
—
—
( 4,854 )
Change in fair value of cash flow hedges
—
—
—
5,029
—
5,029
Change in unrealized gain on held-to-maturity securities
—
—
—
( 17 )
—
( 17 )
Change in unrealized loss on available-for-sale securities
—
—
—
6,915
—
6,915
Purchase of the Company’s common stock
—
—
—
—
( 5,575 )
( 5,575 )
Reclassification of treasury stock per Maryland law
( 1 )
—
( 5,529 )
—
5,530
—
Balance, March 31, 2023
$
121
$
42,870
$
553,948
$
( 41,428 )
$
—
$
555,511
See Notes to Consolidated Financial Statements
4
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands, Except Per Share Data)
THREE MONTHS ENDED
MARCH 31,
2023
2022
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
20,456
$
16,987
Proceeds from sales of loans held for sale
25,328
33,902
Originations of loans held for sale
( 26,465 )
( 23,872 )
Items not requiring (providing) cash:
Depreciation
2,267
2,227
Amortization
198
262
Compensation expense for stock option grants
397
350
Provision for credit losses on loans
1,500
—
Provision (credit) for unfunded commitments
( 826 )
( 193 )
Net gain on loan sales
( 389 )
( 1,134 )
Net (gain) loss on sale of premises and equipment
( 5 )
3
Net loss on sale/write-down of other real estate owned and repossessions
76
9
Net gain on sale of available-for-sale investments
—
( 7 )
Accretion of deferred income, premiums, discounts and other
( 1,331 )
( 1,357 )
(Gain) loss on derivative interest rate products
291
( 152 )
Deferred income taxes
( 95 )
203
Changes in:
Interest receivable
1,623
( 1,753 )
Prepaid expenses and other assets
( 22,687 )
533
Accrued expenses and other liabilities
1,321
2,362
Income taxes refundable/payable
3,783
3,019
Net cash provided by operating activities
5,442
31,389
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in loans
( 62,080 )
( 66,914 )
Purchase of loans
( 400 )
( 37,244 )
Purchase of premises and equipment
( 2,651 )
( 1,473 )
Proceeds from sale of premises and equipment
28
11
Proceeds from sale of other real estate owned and repossessions
41
437
Proceeds from sale of available-for-sale securities
—
4,936
Proceeds from maturities and calls of available-for-sale securities
1,008
750
Principal reductions on mortgage-backed securities
7,490
26,146
Purchase of available-for-sale securities
—
( 245,183 )
Redemption of Federal Home Loan Bank stock and change in other interest-earning assets
3,156
91
Net cash used in investing activities
( 53,408 )
( 318,443 )
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in certificates of deposit
39,355
( 62,978 )
Net increase in checking and savings deposits
73,728
214
Net increase (decrease) in short-term borrowings
( 40,062 )
12,006
Advances from borrowers for taxes and insurance
1,496
1,178
Dividends paid
( 4,893 )
( 4,732 )
Purchase of the Company’s common stock
( 5,575 )
( 25,319 )
Stock options exercised
73
2,456
Net cash provided by (used in) financing activities
64,122
( 77,175 )
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
16,156
( 364,229 )
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
168,520
717,267
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
184,676
$
353,038
See Notes to Consolidated Financial Statements
5
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 months ended March 31, 2023 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, 2022, 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, 2022 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. ASU 2020-04 was effective upon issuance; however, the guidance was originally only available generally through December 31, 2022. Based upon amendments provided in ASU 2022-06 discussed below, provisions of ASU 2020-04 can now generally be applied through December 31, 2024. 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; however, the guidance was originally only available generally through December 31, 2022. Based upon amendments provided in ASU 2022-06 discussed below, provisions of ASU 2021-01 can now
6
generally be applied through December 31, 2024. ASU 2021-01 has not had, and is not expected to have, a material impact on the Company’s consolidated financial statements.
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 the Company on January 1, 2023. The adoption of ASU 2022-01 did not 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. ASU 2022-02 is effective for the Company on January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements. The adoption of this ASU does, however, require changes in disclosures related to certain loan modifications.
In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 . ASU 2022-06 extends the period of time entities can utilize the reference rate reform relief guidance provided by ASU 2020-04 and ASU 2021-01, which are discussed above. ASU 2022-06 was effective upon issuance and defers the sunset date of this prior guidance to December 31, 2024, after which entities will no longer be permitted to apply the relief guidance in Topic 848. ASU 2022-06 has not had, and is not expected to have, a material impact on the Company’s consolidated financial statements.
NOTE 4: EARNINGS PER SHARE
Three Months Ended March 31,
2023
2022
(In Thousands, Except Per Share Data)
Basic:
Average common shares outstanding
12,201
12,971
Net income
$
20,456
$
16,987
Per common share amount
$
1.68
$
1.31
Diluted:
Average common shares outstanding
12,201
12,971
Net effect of dilutive stock options – based on the treasury stock method using average market price
70
117
Diluted common shares
12,271
13,088
Net income
$
20,456
$
16,987
Per common share amount
$
1.67
$
1.30
Options outstanding at March 31, 2023 and 2022, to purchase 672,368 and 376,237 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 March 31, 2023 and 2022, 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.
7
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.
The amortized cost and fair values of securities were as follows:
March 31, 2023
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
AVAILABLE-FOR-SALE SECURITIES:
Agency mortgage-backed securities
$
323,471
$
—
$
36,083
$
287,388
Agency collateralized mortgage obligations
89,673
—
9,914
79,759
States and political subdivisions
59,533
379
2,006
57,906
Small Business Administration securities
74,103
132
5,958
68,277
$
546,780
$
511
$
53,961
$
493,330
March 31, 2023
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
$
73,612
$
2,870
$
76,482
$
—
$
8,247
$
68,235
Agency collateralized mortgage obligations
120,494
( 2,767 )
117,727
—
11,735
105,992
States and political subdivisions
6,226
( 8 )
6,218
—
592
5,626
$
200,332
$
95
$
200,427
$
—
$
20,574
$
179,853
December 31, 2022
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
AVAILABLE-FOR-SALE SECURITIES:
Agency mortgage-backed securities
$
327,266
$
—
$
40,784
$
286,482
Agency collateralized mortgage obligations
90,205
—
11,731
78,474
States and political subdivisions securities
60,667
119
3,291
57,495
Small Business Administration securities
75,076
—
6,935
68,141
$
553,214
$
119
$
62,741
$
490,592
December 31, 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
$
73,891
$
3,015
$
76,906
$
—
$
9,820
$
67,086
Agency collateralized mortgage obligations
122,247
( 2,885 )
119,362
—
14,129
105,233
States and political subdivisions
6,239
( 12 )
6,227
—
781
5,446
$
202,377
$
118
$
202,495
$
—
$
24,730
$
177,765
8
The amortized cost and fair value of available-for-sale and held-to-maturity securities at March 31, 2023, 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
245
246
—
—
After four through five years
927
952
—
—
After five through fifteen years
6,390
6,200
3,251
2,952
After fifteen years
51,971
50,508
2,967
2,674
Securities not due on a single maturity date
487,247
435,424
194,209
174,227
$
546,780
$
493,330
$
200,427
$
179,853
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 March 31, 2023 and December 31, 2022, was approximately $ 467.7 million and $ 472.0 million, respectively, which is approximately 94.8 % and 96.2 % 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 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 at March 31, 2023 and December 31, 2022, which was $ 200.4 million and $ 202.5 million, respectively. Total fair value of these investments at March 31, 2023 and December 31, 2022 was approximately $ 179.9 million and $ 177.8 million, respectively. Held-to-maturity investment securities are evaluated for potential losses under ASU 2016-13. The Company continually assesses its liquidity sources, both on-balance sheet and off-balance sheet, and believes at March 31, 2023, that it has ample liquidity sources to fund its ongoing operations. The Company has the intent and ability to hold these held-to-maturity securities until they are fully repaid.
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.
The following table shows the Company’s available-for-sale and held-to-maturity securities’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2023 and December 31, 2022:
March 31, 2023
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
$
28,167
$
( 2,019 )
$
259,221
$
( 34,064 )
$
287,388
$
( 36,083 )
Agency collateralized mortgage obligations
20,534
( 826 )
59,226
( 9,088 )
79,760
( 9,914 )
States and political subdivisions securities
18,117
( 597 )
22,548
( 1,409 )
40,665
( 2,006 )
Small Business Administration securities
18,507
( 1,245 )
41,407
( 4,713 )
59,914
( 5,958 )
$
85,325
$
( 4,687 )
$
382,402
$
( 49,274 )
$
467,727
$
( 53,961 )
HELD-TO-MATURITY SECURITIES:
Agency mortgage-backed securities
$
—
$
—
$
68,235
$
( 8,247 )
$
68,235
$
( 8,247 )
Agency collateralized mortgage obligations
—
—
105,992
( 11,735 )
105,992
( 11,735 )
States and political subdivisions securities
—
—
5,626
( 592 )
5,626
( 592 )
$
—
$
—
$
179,853
$
( 20,574 )
$
179,853
$
( 20,574 )
9
December 31, 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
$
221,562
$
( 27,597 )
$
64,918
$
( 13,187 )
$
286,480
$
( 40,784 )
Agency collateralized mortgage obligations
28,537
( 3,262 )
40,642
( 8,469 )
69,179
( 11,731 )
States and political subdivisions securities
60,473
( 5,224 )
7,667
( 1,711 )
68,140
( 6,935 )
Small Business Administration securities
44,455
( 2,913 )
3,753
( 378 )
48,208
( 3,291 )
$
355,027
$
( 38,996 )
$
116,980
$
( 23,745 )
$
472,007
$
( 62,741 )
HELD-TO-MATURITY SECURITIES:
Agency mortgage-backed securities
$
59,218
$
( 7,766 )
$
7,868
$
( 2,054 )
$
67,086
$
( 9,820 )
Agency collateralized mortgage obligations
61,055
( 6,411 )
44,178
( 7,718 )
105,233
( 14,129 )
States and political subdivisions securities
900
( 101 )
4,546
( 680 )
5,446
( 781 )
$
121,173
$
( 14,278 )
$
56,592
$
( 10,452 )
$
177,765
$
( 24,730 )
There were no sales of available-for-sale securities during the three months ended March 31, 2023. Available-for-sale securities totaling $ 4.9 million were sold during the three months ended March 31, 2022, resulting in the recognition of a $ 7,000 gain during the period. 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 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 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,
10
adjusted for expected prepayments. The contractual term excludes expected extensions, renewals and modifications. 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.
Classes of loans at March 31, 2023 and December 31, 2022 were as follows:
March 31,
December 31,
2023
2022
(In Thousands)
One- to four-family residential construction
$
34,508
$
33,849
Subdivision construction
31,424
32,067
Land development
48,160
41,613
Commercial construction
696,735
757,690
Owner occupied one- to four-family residential
779,574
778,533
Non-owner occupied one- to four-family residential
125,741
124,870
Commercial real estate
1,560,427
1,530,663
Other residential
885,472
781,761
Commercial business
287,028
293,228
Industrial revenue bonds
12,539
12,852
Consumer auto
34,289
37,281
Consumer other
32,924
33,732
Home equity lines of credit
115,829
123,242
4,644,650
4,581,381
Allowance for credit losses
( 64,987 )
( 63,480 )
Deferred loan fees and gains, net
( 10,335 )
( 11,065 )
$
4,569,328
$
4,506,836
Weighted average interest rate
5.81
%
5.54
%
The following tables present the classes of loans by aging as of the dates indicated.
March 31, 2023
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
$
—
$
—
$
—
$
—
$
34,508
$
34,508
$
—
Subdivision construction
—
—
—
—
31,424
31,424
—
Land development
—
—
384
384
47,776
48,160
—
Commercial construction
—
—
—
—
696,735
696,735
—
Owner occupied one- to four-family residential
1,101
105
625
1,831
777,743
779,574
—
Non-owner occupied one- to four-family residential
551
—
—
551
125,190
125,741
—
Commercial real estate
—
—
1,526
1,526
1,558,901
1,560,427
—
Other residential
—
—
—
—
885,472
885,472
—
Commercial business
—
—
16
16
287,012
287,028
—
Industrial revenue bonds
—
—
—
—
12,539
12,539
—
Consumer auto
85
9
21
115
34,174
34,289
—
Consumer other
262
12
101
375
32,549
32,924
—
Home equity lines of credit
120
87
309
516
115,313
115,829
—
Total
$
2,119
$
213
$
2,982
$
5,314
$
4,639,336
$
4,644,650
$
—
11
December 31, 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
$
—
$
—
$
—
$
—
$
33,849
$
33,849
$
—
Subdivision construction
—
—
—
—
32,067
32,067
—
Land development
—
—
384
384
41,229
41,613
—
Commercial construction
—
—
—
—
757,690
757,690
—
Owner occupied one- to four-family residential
2,568
462
722
3,752
774,781
778,533
—
Non-owner occupied one- to four-family residential
—
63
—
63
124,807
124,870
—
Commercial real estate
196
—
1,579
1,775
1,528,888
1,530,663
—
Other residential
—
—
—
—
781,761
781,761
—
Commercial business
8
—
586
594
292,634
293,228
—
Industrial revenue bonds
—
—
—
—
12,852
12,852
—
Consumer auto
100
34
14
148
37,133
37,281
—
Consumer other
288
114
111
513
33,219
33,732
—
Home equity lines of credit
234
38
274
546
122,696
123,242
—
Total
$
3,394
$
711
$
3,670
$
7,775
$
4,573,606
$
4,581,381
$
—
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:
March 31,
December 31,
2023
2022
(In Thousands)
One- to four-family residential construction
$
—
$
—
Subdivision construction
—
—
Land development
384
384
Commercial construction
—
—
Owner occupied one- to four-family residential
625
722
Non-owner occupied one- to four-family residential
—
—
Commercial real estate
1,526
1,579
Other residential
—
—
Commercial business
16
586
Industrial revenue bonds
—
—
Consumer auto
21
14
Consumer other
101
111
Home equity lines of credit
309
274
Total non-accruing loans
$
2,982
$
3,670
No interest income was recorded on these loans for the three months ended March 31, 2023 and 2022, respectively.
Nonaccrual loans for which there is no related allowance for credit losses as of March 31, 2023 had an amortized cost of $ 1.7 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 primarily by a classified risk rating with a loan balance equal to or greater than $ 100,000 , including, but not limited to, any loan in process of foreclosure or repossession.
12
The following table presents the activity in the allowance for credit losses by portfolio segment for the three months ended March 31, 2023 and 2022. During the three months ended March 31, 2023, the Company recorded provision expense of $ 1.5 million on its portfolio of outstanding loans. During the three months ended March 31, 2022, the Company did not record a provision expense on its portfolio of outstanding loans
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, January 1, 2022
$
9,364
$
10,502
$
28,604
$
2,797
$
4,142
$
5,345
$
60,754
Provision (credit) charged to expense
—
—
—
—
—
—
—
Losses charged off
( 36 )
—
—
—
—
( 401 )
( 437 )
Recoveries
54
—
—
—
20
406
480
Balance, March 31, 2022
$
9,382
$
10,502
$
28,604
$
2,797
$
4,162
$
5,350
$
60,797
Allowance for credit losses
Balance, January 1, 2023
$
11,171
$
12,110
$
27,096
$
2,865
$
5,822
$
4,416
$
63,480
Provision (credit) charged to expense
647
1,079
( 1,590 )
( 363 )
1,851
( 124 )
1,500
Losses charged off
( 31 )
—
—
—
—
( 434 )
( 465 )
Recoveries
10
—
—
—
148
314
472
Balance, March 31, 2023
$
11,797
$
13,189
$
25,506
$
2,502
$
7,821
$
4,172
$
64,987
The following table presents the activity in the allowance for unfunded commitments by portfolio segment for the three months ended March 31, 2023 and 2022. The provision for losses on unfunded commitments for the three months ended March 31, 2023 was a credit (negative expense) of $ 826,000 , compared to a credit (negative expense) of $ 193,000 for the three months ended March 31, 2022. The level and mix of unfunded commitments resulted in a decrease in the required reserve for such potential losses in the three month periods 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, January 1, 2022
$
687
$
5,703
$
367
$
908
$
1,582
$
382
$
9,629
Provision (credit) charged to expense
512
( 1,003 )
56
161
36
45
( 193 )
Balance, March 31, 2022
$
1,199
$
4,700
$
423
$
1,069
$
1,618
$
427
$
9,436
Allowance for unfunded commitments
Balance, January 1, 2023
$
736
$
8,624
$
416
$
802
$
1,734
$
504
$
12,816
Provision (credit) charged to expense
96
( 566 )
29
89
( 471 )
( 3 )
( 826 )
Balance, March 31, 2023
$
832
$
8,058
$
445
$
891
$
1,263
$
501
$
11,990
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.
13
The following table presents the amortized cost basis of collateral-dependent loans by class of loans:
March 31, 2023
December 31, 2022
Principal
Specific
Principal
Specific
Balance
Allowance
Balance
Allowance
(In Thousands)
One- to four-family residential construction
$
—
$
—
$
—
$
—
Subdivision construction
—
—
—
—
Land development
384
192
384
—
Commercial construction
—
—
—
—
Owner occupied one- to four- family residential
504
2
1,637
40
Non-owner occupied one- to four-family residential
—
—
—
—
Commercial real estate
1,519
—
1,571
—
Other residential
—
—
—
—
Commercial business
—
—
586
125
Industrial revenue bonds
—
—
—
—
Consumer auto
—
—
—
—
Consumer other
—
—
160
80
Home equity lines of credit
135
—
135
—
Total
$
2,542
$
194
$
4,473
$
245
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 disclosure requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. ASU 2022-02 was effective for the Company on January 1, 2023.
Adoption of this amendment did not have a material impact on the Company’s results of operations, financial position or liquidity, but resulted in additional disclosure requirements related to gross charge offs by vintage year and the removal of troubled debt restructuring (“TDR”) disclosures, replaced by additional disclosures on the types of modifications of loans to borrowers experiencing financial difficulties. The Corporation has adopted this update prospectively.
Under ASU 2022-02, effective January 1, 2023, loan modifications are reported if concessions have been granted to borrowers that are experiencing financial difficulty. Information on these loan modifications originated after the effective date is presented according to the new accounting guidance. Reporting periods prior to the adoption of ASU 2022-02 present information on TDRs under the previous disclosure requirements.
The following tables show the composition of loan modifications made to borrowers experiencing financial difficulty by the loan portfolio and type of concessions granted during the three months ended March 31, 2023. Each of the types of concessions granted comprised less than 2.5 % of their respective classes of loan portfolios at March 31, 2023.
Amortized Cost Basis at March 31, 2023
Interest Rate
Term
Total
Reduction
Extension
Combination
Modification
(In Thousands)
Construction and land development
$
—
$
—
$
1,301
$
1,301
One- to four-family residential
—
145
—
145
Other residential
—
21,679
—
21,679
Commercial real estate
—
—
21,181
21,181
Commercial business
—
—
—
—
Consumer
7
—
—
7
$
7
$
21,824
$
22,482
$
44,313
14
The Company closely monitors the performance of loans to borrowers experiencing financial difficulty that are modified to understand the effectiveness of its modification efforts. The following table depicts the performance at March 31, 2023 of loans that were modified during the three months ended March 31, 2023:
March 31, 2023
30-89 Days
Over 90 Days
Current
Past Due
Past Due
Total
(In Thousands)
Construction and land development
$
1,301
$
—
$
—
$
1,301
One- to four-family residential
145
—
—
145
Other residential
21,679
—
—
21,679
Commercial real estate
21,181
—
—
21,181
Commercial business
—
—
—
—
Consumer
7
—
—
7
$
44,313
$
—
$
—
$
44,313
TDRs by class are presented below as of December 31, 2022.
December 31, 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
13
1,028
3
98
16
1,126
Other residential
—
—
—
—
—
—
Commercial real estate
—
—
2
1,571
2
1,571
Commercial business
—
—
—
—
—
—
Consumer
13
210
5
42
18
252
26
$
1,238
10
$
1,711
36
$
2,949
The following table presents newly restructured loans, which were considered TDRs, during the three months ended March 31, 2022, by type of modification:
Three Months Ended March 31, 2022
Total
Interest Only
Term
Combination
Modification
(In Thousands)
Commercial real estate
$
—
$
—
$
247
$
247
Consumer
—
4
3
7
$
—
$
4
$
250
$
254
At December 31, 2022, of the $ 2.9 million in TDRs, $ 1.7 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, 2022.
During the three months ended March 31, 2022, $ 221,000 of loans met the criteria for placement back on accrual status. The criteria was generally a minimum of six months of consistent and timely payment performance under original or modified terms.
The nature and extent of impairments of modified loans, including those which have experienced a subsequent payment default, are considered in the determination of an appropriate level of the allowance for credit losses. 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.
15
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.
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.
16
The following table presents a summary of loans by category and risk rating separated by origination and loan class as of March 31, 2023.
Term Loans by Origination Year
Revolving
2023 YTD
2022
2021
2020
2019
Prior
Loans
Total
(In Thousands)
One- to four-family residential construction
Satisfactory (1-4)
$
4,125
$
20,949
$
4,457
$
585
$
—
$
—
$
4,392
$
34,508
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
4,125
20,949
4,457
585
—
—
4,392
34,508
Subdivision construction
Satisfactory (1-4)
116
4,304
25,820
285
201
698
—
31,424
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
116
4,304
25,820
285
201
698
—
31,424
Construction and land development
Satisfactory (1-4)
7,781
16,653
5,622
5,181
7,353
4,546
640
47,776
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
384
384
Total
7,781
16,653
5,622
5,181
7,353
4,546
1,024
48,160
Other construction
Satisfactory (1-4)
15,105
182,060
380,792
98,086
20,692
—
—
696,735
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
15,105
182,060
380,792
98,086
20,692
—
—
696,735
One- to four-family residential
Satisfactory (1-4)
15,054
340,941
217,309
124,132
71,252
133,381
683
902,752
Watch (5)
—
—
—
—
178
1,216
54
1,448
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
155
—
960
—
1,115
Total
15,054
340,941
217,309
124,287
71,430
135,557
737
905,315
Other residential
Satisfactory (1-4)
11,844
84,799
194,701
232,307
141,040
211,284
6,197
882,172
Watch (5)
—
—
—
—
—
3,300
—
3,300
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
11,844
84,799
194,701
232,307
141,040
214,584
6,197
885,472
Commercial real estate
Satisfactory (1-4)
12,161
236,837
229,792
108,522
191,067
739,662
27,532
1,545,573
Watch (5)
—
—
—
—
—
13,328
—
13,328
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
1,526
—
1,526
Total
12,161
236,837
229,792
108,522
191,067
754,516
27,532
1,560,427
Commercial business
Satisfactory (1-4)
6,830
59,972
50,760
38,277
14,874
67,547
61,272
299,532
Watch (5)
—
—
—
—
—
19
—
19
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
16
—
—
—
—
—
16
Total
6,830
59,988
50,760
38,277
14,874
67,566
61,272
299,567
Consumer
Satisfactory (1-4)
4,647
18,556
9,767
4,869
2,075
17,045
125,257
182,216
Watch (5)
—
—
26
—
6
160
76
268
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
8
8
5
228
309
558
Total
4,647
18,556
9,801
4,877
2,086
17,433
125,642
183,042
Combined
Satisfactory (1-4)
77,663
965,071
1,119,020
612,244
448,554
1,174,163
225,973
4,622,688
Watch (5)
—
—
26
—
184
18,023
130
18,363
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
16
8
163
5
2,714
693
3,599
Total
$
77,663
$
965,087
$
1,119,054
$
612,407
$
448,743
$
1,194,900
$
226,796
$
4,644,650
17
The following table presents a summary of loans by category and risk rating separated by origination and loan class as of December 31, 2022.
Term Loans by Origination Year
Revolving
2022
2021
2020
2019
2018
Prior
Loans
Total
(In Thousands)
One- to four-family residential construction
Satisfactory (1-4)
$
21,885
$
7,265
$
1,391
$
—
$
—
$
—
$
3,308
$
33,849
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
21,885
7,265
1,391
—
—
—
3,308
33,849
Subdivision construction
Satisfactory (1-4)
4,478
25,864
800
203
134
588
—
32,067
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
4,478
25,864
800
203
134
588
—
32,067
Construction and land development
Satisfactory (1-4)
16,746
6,914
4,866
7,338
762
3,990
613
41,229
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
384
384
Total
16,746
6,914
4,866
7,338
762
3,990
997
41,613
Other construction
Satisfactory (1-4)
113,512
446,125
176,340
21,713
—
—
—
757,690
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
113,512
446,125
176,340
21,713
—
—
—
757,690
One- to four-family residential
Satisfactory (1-4)
340,886
219,504
128,509
73,162
39,685
97,236
687
899,669
Watch (5)
—
—
—
179
88
1,341
57
1,665
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
158
—
—
1,832
79
2,069
Total
340,886
219,504
128,667
73,341
39,773
100,409
823
903,403
Other residential
Satisfactory (1-4)
83,822
133,648
168,232
142,630
122,614
123,538
3,939
778,423
Watch (5)
—
—
—
—
—
3,338
—
3,338
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
83,822
133,648
168,232
142,630
122,614
126,876
3,939
781,761
Commercial real estate
Satisfactory (1-4)
221,341
171,484
109,939
203,426
185,682
577,216
36,658
1,505,746
Watch (5)
—
—
—
—
—
23,338
—
23,338
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
1,579
—
1,579
Total
221,341
171,484
109,939
203,426
185,682
602,133
36,658
1,530,663
Commercial business
Satisfactory (1-4)
45,349
66,258
39,645
15,505
9,309
65,307
64,088
305,461
Watch (5)
—
—
—
—
—
34
—
34
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
394
191
585
Total
45,349
66,258
39,645
15,505
9,309
65,735
64,279
306,080
Consumer
Satisfactory (1-4)
21,309
11,168
5,711
2,708
3,263
16,380
132,792
193,331
Watch (5)
—
28
—
7
—
160
100
295
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
11
9
—
2
248
359
629
Total
21,309
11,207
5,720
2,715
3,265
16,788
133,251
194,255
Combined
Satisfactory (1-4)
869,328
1,088,230
635,433
466,685
361,449
884,255
242,085
4,547,465
Watch (5)
—
28
—
186
88
28,211
157
28,670
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
11
167
—
2
4,053
1,013
5,246
Total
869,328
$
1,088,269
$
635,600
$
466,871
$
361,539
$
916,519
$
243,255
$
4,581,381
18
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 March 31, 2023 and December 31, 2022.
Sun Security
TeamBank
Vantus Bank
Bank
InterBank
Valley Bank
(In Thousands)
March 31, 2023
Carrying value of loans receivable
$
2,617
$
3,638
$
6,874
$
23,099
$
12,426
December 31, 2022
Carrying value of loans receivable
$
2,703
$
3,983
$
7,221
$
24,402
$
12,750
19
NOTE 8: OTHER REAL ESTATE OWNED AND REPOSSESSIONS
Major classifications of other real estate owned were as follows:
March 31,
December 31,
2023
2022
(In Thousands)
Foreclosed assets held for sale and repossessions
One- to four-family construction
$
—
$
—
Subdivision construction
—
—
Land development
—
—
Commercial construction
—
—
One- to four-family residential
—
—
Other residential
—
—
Commercial real estate
—
—
Commercial business
—
—
Consumer
45
50
Foreclosed assets held for sale and repossessions
45
50
Other real estate owned not acquired through foreclosure
109
183
Other real estate owned and repossessions
$
154
$
233
At March 31, 2023 and December 31, 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 March 31, 2023 and December 31, 2022, residential mortgage loans totaling $ 38,000 and $ 173,000 , respectively, were in the process of foreclosure.
Expenses applicable to other real estate owned and repossessions included the following:
Three Months Ended
March 31,
2023
2022
(In Thousands)
Net loss (gains) on sales of other real estate owned and repossessions
$
3
$
( 6 )
Valuation write-downs
74
15
Operating expenses, net of rental income
77
154
$
154
$
163
NOTE 9: PREMISES AND EQUIPMENT
Major classifications of premises and equipment, stated at cost, were as follows:
March 31,
December 31,
2023
2022
(In Thousands)
Land
$
39,617
$
39,622
Buildings and improvements
105,572
105,096
Furniture, fixtures and equipment
68,493
67,505
Operating leases right of use asset
7,452
7,397
221,134
219,620
Less: accumulated depreciation
79,649
78,550
$
141,485
$
141,070
Leases. In 2019, the Company adopted ASU 2016 02, Leases (Topic 842). Adoption of this ASU resulted in the Company initially recognizing a right of use asset and corresponding lease liability of $ 9.5 million. The amount of the right of use asset and
20
corresponding lease liability will fluctuate based on the Company’s lease terminations, new leases and lease modifications and renewals. As of March 31, 2023, the lease right of use asset value was $ 7.5 million and the corresponding lease liability was $ 7.7 million. As of December 31, 2022, the lease right of use asset value was $ 7.4 million and the corresponding lease liability was $ 7.6 million. At March 31, 2023, expected lease terms ranged from 1.1 years to 15.7 years with a weighted-average lease term of 7.4 years. The weighted-average discount rate at March 31, 2023 was 3.75 %.
For the three months ended March 31, 2023 and 2022, lease expense was $ 411,000 and $ 369,000 , respectively. 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 March 31, 2023 and 2022 was $ 72,000 and $ 69,000 , 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 March 31, 2023 and 2022, income recognized from these lease agreements was $ 324,000 and $ 294,000 , respectively, and was included in occupancy and equipment expense.
March 31, 2023
December 31, 2022
(In Thousands)
Statement of Financial Condition
Operating leases right of use asset
$
7,452
$
7,397
Operating leases liability
$
7,660
$
7,599
For the Three Months Ended
March 31, 2023
March 31, 2022
(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)
$
411
$
369
Supplemental Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
405
$
360
Right of use assets obtained in exchange for lease obligations:
Operating leases
296
—
At March 31, 2023, future expected lease payments for leases with terms exceeding one year were as follows (In Thousands):
2023
$
1,006
2024
1,313
2025
1,297
2026
1,241
2027
1,173
2028
900
Thereafter
1,899
Future lease payments expected
8,829
Less: interest portion of lease payments
( 1,169 )
Lease liability
$
7,660
21
NOTE 10: DEPOSITS
March 31,
December 31,
2023
2022
(In Thousands)
Time Deposits:
0.00 % - 0.99 %
$
194,831
$
280,784
1.00 % - 1.99 %
105,228
125,951
2.00 % - 2.99 %
356,672
381,547
3.00 % - 3.99 %
289,646
228,131
4.00 % - 4.99 %
89,851
4,883
5.00 % and above
—
—
Total time deposits (weighted average rate 2.31 % and 1.93 %)
1,036,228
1,021,296
Non-interest-bearing demand deposits
991,527
1,063,588
Interest-bearing demand and savings deposits (weighted average rate 1.09 % and 0.65 %)
2,234,323
2,188,535
Brokered deposits (weighted average rate 4.69 % and 4.03 %)
537,029
411,491
Total Deposits
$
4,799,107
$
4,684,910
The Bank utilizes brokered deposits as an additional funding source. The aggregate amount of brokered deposits was approximately $ 537.0 million and $ 411.5 million at March 31, 2023 and December 31, 2022, respectively. At March 31, 2023 and December 31, 2022, brokered deposits included $ 250.0 million and $ 150.0 million, respectively, of purchased funds through the IntraFi Financial network. These IntraFi Financial deposits have a rate of interest that floats daily with an index of effective federal funds rate plus a spread. At March 31, 2023, there were additional brokered deposits totaling $ 149.5 million that had variable rates of interest that reset monthly or quarterly and there were other brokered deposits totaling $ 137.5 million that had fixed rates of interest but are currently callable at the Bank’s discretion. At March 31, 2023, approximately 14 % of the Company’s total deposits were uninsured.
NOTE 11: ADVANCES FROM FEDERAL HOME LOAN BANK
At March 31, 2023 and December 31, 2022, there were no outstanding term advances from the Federal Home Loan Bank of Des Moines. At March 31, 2023 and December 31, 2022, there were outstanding overnight borrowings from the Federal Home Loan Bank of Des Moines, which are included in Short-Term Borrowings below in Note 12 .
NOTE 12: SECURITIES SOLD UNDER REVERSE REPURCHASE AGREEMENTS AND SHORT-TERM BORROWINGS
March 31,
December 31,
2023
2022
(In Thousands)
Notes payable – Community Development Equity Funds
$
1,210
$
1,083
Securities sold under reverse repurchase agreements
70,654
176,843
Overnight borrowings from the Federal Home Loan Bank
154,500
88,500
$
226,364
$
266,426
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.
The following table represents the Company’s securities sold under reverse repurchase agreements, by collateral type and remaining contractual maturity.
March 31, 2023
December 31, 2022
Overnight and
Overnight and
Continuous
Continuous
(In Thousands)
Mortgage-backed securities – GNMA, FNMA, FHLMC
$
70,654
$
176,843
22
NOTE 13: SUBORDINATED NOTES
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 March 31, 2023 and 2022, totaled $ 75,000 and $ 74,000 , 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 5.95 %.
At March 31, 2023 and December 31, 2022, subordinated notes are summarized as follows:
March 31, 2023
December 31, 2022
(In Thousands)
Subordinated notes
$
75,000
$
75,000
Less: unamortized debt issuance costs
644
719
$
74,356
$
74,281
NOTE 14: INCOME TAXES
Reconciliations of the Company’s effective tax rates to the statutory corporate tax rates were as follows:
Three Months Ended March 31,
2023
2022
Tax at statutory rate
21.0
%
21.0
%
Nontaxable interest and dividends
( 0.5 )
( 0.4 )
Tax credits
( 2.2 )
( 1.7 )
State taxes
1.7
1.5
Other
1.2
0.1
21.2
%
20.5
%
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, 2018 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 subsequent tax years. The MAHC has received documents from each party but no hearings have occurred to date.
23
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 March 31, 2023 and December 31, 2022:
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)
March 31, 2023
Available-for-sale securities
Agency mortgage-backed securities
$
287,388
$
—
$
287,388
$
—
Agency collateralized mortgage obligations
79,759
—
79,759
—
States and political subdivisions securities
57,906
—
57,906
—
Small Business Administration securities
68,277
—
68,277
—
Interest rate derivative asset
9,992
—
9,992
—
Interest rate derivative liability
( 31,469 )
—
( 31,469 )
—
December 31, 2022
Available-for-sale securities
Agency mortgage-backed securities
$
286,482
$
—
$
286,482
$
—
Agency collateralized mortgage obligations
78,474
—
78,474
—
States and political subdivisions securities
57,495
—
57,495
—
Small Business Administration securities
68,141
—
68,141
—
Interest rate derivative asset
11,061
—
11,061
—
Interest rate derivative liability
( 42,097 )
—
( 42,097 )
—
24
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 March 31, 2023 and December 31, 2022 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 three-month period ended March 31, 2023. 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 March 31, 2023 or December 31, 2022.
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 fell at March 31, 2023 and December 31, 2022:
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)
March 31, 2023
Collateral-dependent loans
$
194
$
—
$
—
$
194
Foreclosed assets held for sale
$
—
$
—
$
—
$
—
December 31, 2022
Collateral-dependent loans
$
785
$
—
$
—
$
785
Foreclosed assets held for sale
$
—
$
—
$
—
$
—
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 March 31, 2023 and December 31, 2022, 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.
25
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 three months ended March 31, 2023 or the year ended December 31, 2022, 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 three months ended March 31, 2023 or the year ended December 31, 2022, 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.
26
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.
March 31, 2023
December 31, 2022
Carrying
Fair
Hierarchy
Carrying
Fair
Hierarchy
Amount
Value
Level
Amount
Value
Level
(In Thousands)
Financial assets
Cash and cash equivalents
$
184,676
$
184,676
1
$
168,520
$
168,520
1
Held-to-maturity securities
200,427
179,853
2
202,495
177,765
2
Mortgage loans held for sale
6,099
6,099
2
4,811
4,811
2
Loans, net of allowance for credit losses
4,569,328
4,440,904
3
4,506,836
4,391,084
3
Interest receivable
17,484
17,484
3
19,107
19,107
3
Investment in FHLBank stock and other assets
27,658
27,658
3
30,814
30,814
3
Financial liabilities
Deposits
4,799,107
4,784,469
3
4,684,910
4,672,913
3
Short-term borrowings
226,364
226,364
3
266,426
266,426
3
Subordinated debentures
25,774
25,774
3
25,774
25,774
3
Subordinated notes
74,356
70,500
2
74,281
72,000
2
Interest payable
4,671
4,671
3
3,010
3,010
3
Unrecognized financial instruments (net of contractual value)
Commitments to originate loans
—
—
3
—
—
3
Letters of credit
67
67
3
73
73
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.
27
At March 31, 2023, the Company had seven interest rate swaps and one interest rate cap totaling $ 111.1 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 $ 8.8 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, 2022, the Company had six interest rate swaps and one interest rate cap totaling $ 107.0 million in notional amount with commercial customers, and six interest rate swaps and one interest rate cap with the same notional amount with third parties related to its program. In addition, at December 31, 2022, the Company had one participation loan purchased totaling $ 8.8 million, in which the lead institution has an interest rate swap with their customer and the economics of the counterparty swap are passed along to the Company through the loan participation. During the three months ended March 31, 2023 and 2022, the Company recognized net losses of $ 291,000 and net gains of $ 152,000 , respectively, in non-interest income related to changes in the fair value of these swaps.
Fair Value 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 February 2023, the Company entered into interest rate swap transactions as part of its ongoing interest rate management strategies to hedge the risk of certain of its fixed rate brokered deposits. The total notional amount of the swaps was $ 95 million with a termination date of February 28, 2025. Under the terms of the swaps, the Company receives a fixed rate of interest of 4.65 % and pays a floating rate of interest equal to USD-SOFR-COMPOUND plus a spread. The floating rate resets monthly and net settlements of interest due to/from the counterparty also occurs monthly. To the extent that the fixed rate of interest exceeds USD-SOFR-COMPOUND plus the spread, the Company receives net interest settlements which are recorded as a reduction of deposit interest expense. If USD-SOFR-COMPOUND plus the spread exceeds the fixed rate of interest, the Company is required to pay net settlements to the counterparty and record those net payments as interest expense on deposits.
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 March 31, 2023, the Company expected to have a sufficient amount of eligible variable rate loans to continue to accrete this interest income on the terminated swap 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 March 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 a termination date of March 1, 2024. Under the terms of the swap, the Company receives a fixed rate of interest of 1.6725 % and pays 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 resets monthly and net settlements of interest due to/from the counterparty also occur monthly. The floating rate of interest was 4.66943 % as of March 31, 2023. To the extend 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. If 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. On April 1, 2023, the floating rate of interest reset to 4.85771 %.
28
In July 2022, the Company entered into two additional 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. At March 31, 2023, the USD-Prime rate was 8.00 % and the one-month USD-SOFR OIS rate was 4.62101 %.
The Company recorded loan interest income of $ 2.0 million on the terminated interest rate swap during each of the three months ended March 31, 2023 and 2022. The Company recorded negative loan interest income of $ 2.2 million and loan interest income of $ 370,000 , related to the March 2022 interest rate swap during the three months ended March 31, 2023 and March 31, 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-months ended March 31, 2023 and 2022, the Company recognized no non-interest income related to changes in the fair value of these derivatives. At March 31, 2023, the Company expected to have an amount of eligible variable rate loans to continue to accrete this interest income on the terminated swap 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
March 31,
December 31,
of Financial Condition
2023
2022
(In Thousands)
Derivatives designated as hedging instruments
Active interest rate swap
Accrued expenses and other liabilities
$
22,557
$
31,277
Total derivatives designated as hedging instruments
$
22,557
$
31,277
Derivatives not designated as hedging instruments
Asset Derivatives
Interest rate products
Prepaid expenses and other assets
$
9,992
$
11,061
Total derivatives not designated as hedging instruments
$
9,992
$
11,061
Liability Derivatives
Interest rate products
Accrued expenses and other liabilities
$
8,912
$
10,820
Total derivatives not designated as hedging instruments
$
8,912
$
10,820
29
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 March 31,
Cash Flow Hedges
2023
2022
(In Thousands)
Terminated interest rate swap, net of income taxes
$
( 1,546 )
$
( 1,547 )
Active interest rate swaps, net of income taxes
6,575
( 3,083 )
$
5,029
$
( 4,630 )
The following table presents the effect of cash flow hedge accounting on the statements of income:
Three Months Ended March 31,
Cash Flow Hedges
2023
2022
Interest
Interest
Interest
Interest
Income
Expense
Income
Expense
(In Thousands)
Total Interest Income
$
71,463
$
—
$
46,673
$
—
Total Interest Expense
—
18,271
—
3,407
$
71,463
$
18,271
$
46,673
$
3,407
Terminated interest rate swap
$
2,003
$
—
$
2,003
$
—
Active interest rate swaps
( 2,154 )
—
370
—
$
( 151 )
$
—
$
2,373
$
—
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 March 31, 2023, the termination value of derivatives with our derivative dealer counterparties (related to loan level swaps with commercial lending customers and an active interest rate swap to hedge risk related to the Company’s variable rate loans) in an overall net asset position, which included accrued interest but excluded any adjustment for nonperformance risk, related to these agreements was $ 183,000 . The Company has minimum collateral posting thresholds with its derivative dealer counterparties. At March 31, 2023, the Company had given cash collateral to one derivative counterparty of $ 14.6 million to cover its net fair value position. This counterparty position included collateral from the counterparty of $ 9.0 million for commercial lending swaps, collateral from the counterparty of $ 894,000 for swaps related to brokered deposits and collateral from the Company of $ 23.3 million for interest rate swaps related to variable rate loans.
At December 31, 2022, the termination value of derivatives with our derivative dealer counterparties (related to loan level swaps with commercial lending customers) in a net asset position, which included accrued interest but excluded any adjustment for nonperformance risk, related to these agreements was $ 242,000 . Additionally, the Company’s activity with one of its derivative counterparties met the level at which the minimum collateral posting thresholds take effect (collateral to be given by the Company) and the Company had posted collateral of $ 20.7 million to the derivative counterparty.
If the Company had breached any of these provisions at March 31, 2023 or December 31, 2022, 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.
30
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.