Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS.
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In Thousands, Except Per Share Data)
SEPTEMBER 30,
DECEMBER 31,
2023
2022
(Unaudited)
ASSETS
Cash
$
92,579
$
105,262
Interest-bearing deposits in other financial institutions
89,736
63,258
Cash and cash equivalents
182,315
168,520
Available-for-sale securities
447,948
490,592
Held-to-maturity securities
196,716
202,495
Mortgage loans held for sale
5,678
4,811
Loans receivable, net of allowance for credit losses of $ 64,753 – September 2023; $ 63,480 – December 2022
4,564,567
4,506,836
Interest receivable
19,366
19,107
Prepaid expenses and other assets
103,441
69,461
Other real estate owned and repossessions, net
38
233
Premises and equipment, net
139,893
141,070
Goodwill and other intangible assets
10,585
10,813
Federal Home Loan Bank stock and other interest-earning assets
36,038
30,814
Current and deferred income taxes
41,493
35,950
Total Assets
$
5,748,078
$
5,680,702
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits
$
4,851,548
$
4,684,910
Securities sold under reverse repurchase agreements with customers
58,172
176,843
Short-term borrowings and other interest-bearing liabilities
84,110
89,583
Subordinated debentures issued to capital trust
25,774
25,774
Subordinated notes
74,504
74,281
Accrued interest payable
6,619
3,010
Advances from borrowers for taxes and insurance
10,227
6,590
Accrued expenses and other liabilities
96,251
73,808
Liability for unfunded commitments
9,176
12,816
Total Liabilities
5,216,381
5,147,615
Stockholders’ Equity:
Capital stock
Serial preferred stock, $ .01 par value; authorized 1,000,000 shares; issued and outstanding September 2023 and December 2022 - - 0 - shares
—
—
Common stock, $ .01 par value; authorized 20,000,000 shares; issued and outstanding September 2023 – 11,864,363 shares; December 2022 – 12,231,290 shares
119
122
Additional paid-in capital
43,701
42,445
Retained earnings
564,658
543,875
Accumulated other comprehensive income (loss)
( 76,781 )
( 53,355 )
Total Stockholders’ Equity
531,697
533,087
Total Liabilities and Stockholders’ Equity
$
5,748,078
$
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
SEPTEMBER 30,
2023
2022
(Unaudited)
INTEREST INCOME
Loans
$
68,878
$
54,077
Investment securities and other
6,394
5,580
TOTAL INTEREST INCOME
75,272
59,657
INTEREST EXPENSE
Deposits
25,233
4,984
Securities sold under reverse repurchase agreements
308
45
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities
1,433
377
Subordinated debentures issued to capital trust
454
248
Subordinated notes
1,106
1,105
TOTAL INTEREST EXPENSE
28,534
6,759
NET INTEREST INCOME
46,738
52,898
PROVISION FOR CREDIT LOSSES ON LOANS
—
2,000
PROVISION (CREDIT) FOR UNFUNDED COMMITMENTS
( 1,195 )
1,315
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES AND PROVISION (CREDIT) FOR UNFUNDED COMMITMENTS
47,933
49,583
NON-INTEREST INCOME
Commissions
232
226
Overdraft and insufficient funds fees
2,017
2,077
Point-Of-Sale and ATM fee income and service charges
3,724
3,874
Net gains on loan sales
784
601
Net realized gain on sale of available for sale securities
—
31
Late charges and fees on loans
149
206
Gain on derivative interest rate products
55
88
Other income
891
881
TOTAL NON-INTEREST INCOME
7,852
7,984
NON-INTEREST EXPENSE
Salaries and employee benefits
19,673
18,976
Net occupancy and equipment expense
7,729
7,198
Postage
844
860
Insurance
1,301
803
Advertising
950
953
Office supplies and printing
294
236
Telephone
657
832
Legal, audit and other professional fees
1,849
2,239
Expense on other real estate and repossessions
62
84
Acquired intangible asset amortization
59
216
Other operating expenses
2,139
2,361
TOTAL NON-INTEREST EXPENSE
35,557
34,758
INCOME BEFORE INCOME TAXES
20,228
22,809
PROVISION FOR INCOME TAXES
4,349
4,676
NET INCOME
$
15,879
$
18,133
Basic Earnings Per Common Share
$
1.33
$
1.47
Diluted Earnings Per Common Share
$
1.33
$
1.46
Dividends Declared Per Common Share
$
0.40
$
0.40
See Notes to Consolidated Financial Statements
2
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
NINE MONTHS ENDED
SEPTEMBER 30,
2023
2022
(Unaudited)
INTEREST INCOME
Loans
$
201,758
$
143,906
Investment securities and other
18,595
15,122
TOTAL INTEREST INCOME
220,353
159,028
INTEREST EXPENSE
Deposits
61,668
9,516
Securities sold under reverse repurchase agreements
871
62
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities
5,156
614
Subordinated debentures issued to capital trust
1,273
525
Subordinated notes
3,317
3,317
TOTAL INTEREST EXPENSE
72,285
14,034
NET INTEREST INCOME
148,068
144,994
PROVISION FOR CREDIT LOSSES ON LOANS
1,500
2,000
PROVISION (CREDIT) FOR UNFUNDED COMMITMENTS
( 3,640 )
3,345
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES AND PROVISION (CREDIT) FOR UNFUNDED COMMITMENTS
150,208
139,649
NON-INTEREST INCOME
Commissions
887
912
Overdraft and insufficient funds fees
5,902
5,830
Point-Of-Sale and ATM fee income and service charges
11,204
11,942
Net gains on loan sales
1,882
2,234
Net realized gain on sale of available-for-sale securities
—
38
Late charges and fees on loans
454
879
Gain (loss) on derivative interest rate products
( 234 )
385
Other income
3,415
4,260
TOTAL NON-INTEREST INCOME
23,510
26,480
NON-INTEREST EXPENSE
Salaries and employee benefits
58,554
56,488
Net occupancy and equipment expense
22,858
20,884
Postage
2,586
2,491
Insurance
3,178
2,383
Advertising
2,500
2,383
Office supplies and printing
820
662
Telephone
2,048
2,513
Legal, audit and other professional fees
5,477
4,240
Expense on other real estate and repossessions
263
313
Acquired intangible asset amortization
228
552
Other operating expenses
6,226
6,121
TOTAL NON-INTEREST EXPENSE
104,738
99,030
INCOME BEFORE INCOME TAXES
68,980
67,099
PROVISION FOR INCOME TAXES
14,325
13,755
NET INCOME
$
54,655
$
53,344
Basic Earnings Per Common Share
$
4.53
$
4.23
Diluted Earnings Per Common Share
$
4.52
$
4.20
Dividends Declared Per Common Share
$
1.20
$
1.16
See Notes to Consolidated Financial Statements
3
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In Thousands, Except Per Share Data)
THREE MONTHS ENDED
SEPTEMBER 30,
2023
2022
(Unaudited)
Net Income
$
15,879
$
18,133
Unrealized appreciation (depreciation) on available-for-sale securities, net of taxes (credit) of $( 5,420 ) and $( 6,884 ), for 2023 and 2022, respectively
( 16,606 )
( 23,305 )
Unrealized loss on securities transferred to held-to-maturity, net of taxes of $( 13 ) and $( 65 ) for 2023 and 2022, respectively
( 38 )
( 220 )
Less: reclassification adjustment for gains included in net income, net of taxes of $( 0 ) and $( 7 ) for 2023 and 2022, respectively
—
( 24 )
Amortization of realized gain on termination of cash flow hedge, net of taxes (credit) of $( 468 ) and $( 467 ), for 2023 and 2022, respectively
( 1,580 )
( 1,580 )
Change in value of active cash flow hedges, net of taxes (credit) of $( 832 ) and $( 5,876 ) for 2023 and 2022, respectively
( 2,547 )
( 19,898 )
Comprehensive Income (Loss)
$
( 4,892 )
$
( 26,894 )
NINE MONTHS ENDED
SEPTEMBER 30,
2023
2022
(Unaudited)
Net Income
$
54,655
$
53,344
Unrealized appreciation (depreciation) on available-for-sale securities, net of taxes (credit) of $( 5,327 ) and $( 17,965 ), for 2023 and 2022, respectively
( 16,323 )
( 60,825 )
Unrealized gain (loss) on securities transferred to held-to-maturity, net of taxes (credit) of $( 30 ) and $ 9 for 2023 and 2022, respectively
( 92 )
30
Less: reclassification adjustment for gains included in net income, net of taxes of $( 0 ) and $( 9 ) for 2023 and 2022, respectively
—
( 29 )
Amortization of realized gain on termination of cash flow hedge, net of taxes (credit) of $( 1,387 ) and $( 1,385 ), for 2023 and 2022, respectively
( 4,688 )
( 4,691 )
Change in value of active cash flow hedges, net of taxes (credit) of $( 758 ) and $( 7,553 ) for 2023 and 2022, respectively
( 2,323 )
( 25,570 )
Comprehensive Income (Loss)
$
31,229
$
( 37,741 )
See Notes to Consolidated Financial Statements
4
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)
THREE MONTHS ENDED SEPTEMBER 30, 2023
Accumulated
Other
Common
Additional
Retained
Comprehensive
Treasury
Stock
Paid-in Capital
Earnings
Income (Loss)
Stock
Total
(Unaudited)
Balance, June 30, 2023
$
120
$
43,292
$
558,927
$
( 56,010 )
$
—
$
546,329
Net income
—
—
15,879
—
—
15,879
Stock issued under Stock Option Plan
—
409
—
—
45
454
Common cash dividends declared, $ 0.40 per share
—
—
( 4,745 )
—
—
( 4,745 )
Change in fair value of cash flow hedges
—
—
—
( 4,127 )
—
( 4,127 )
Change in unrealized gain on held-to-maturity securities
—
—
—
( 38 )
—
( 38 )
Change in unrealized loss on available-for-sale securities
—
—
—
( 16,606 )
—
( 16,606 )
Purchase of the Company’s common stock
—
—
—
—
( 5,449 )
( 5,449 )
Reclassification of treasury stock per Maryland law
( 1 )
—
( 5,403 )
—
5,404
—
Balance, September 30, 2023
$
119
$
43,701
$
564,658
$
( 76,781 )
$
—
$
531,697
THREE MONTHS ENDED SEPTEMBER 30, 2022
Accumulated
Other
Common
Additional
Retained
Comprehensive
Treasury
Stock
Paid-in Capital
Earnings
Income (Loss)
Stock
Total
(Unaudited)
Balance, June 30, 2022
$
123
$
40,565
$
522,255
$
( 13,299 )
$
—
$
549,644
Net income
—
—
18,133
—
—
18,133
Stock issued under Stock Option Plan
—
950
—
—
1,355
2,305
Common cash dividends declared, $ 0.40 per share
—
—
( 4,906 )
—
—
( 4,906 )
Change in fair value of cash flow hedges
—
—
—
( 21,478 )
—
( 21,478 )
Change in unrealized loss on held-to-maturity securities
—
—
—
( 220 )
—
( 220 )
Change in unrealized loss on available-for-sale securities
—
—
—
( 23,329 )
—
( 23,329 )
Purchase of the Company’s common stock
—
—
—
—
( 8,874 )
( 8,874 )
Reclassification of treasury stock per Maryland law
—
—
( 7,519 )
—
7,519
—
Balance, September 30, 2022
$
123
$
41,515
$
527,963
$
( 58,326 )
$
—
$
511,275
See Notes to Consolidated Financial Statements
5
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)
NINE MONTHS ENDED SEPTEMBER 30, 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
—
—
54,655
—
—
54,655
Stock issued under Stock Option Plan
—
1,256
—
—
249
1,505
Common cash dividends declared, $ 1.20 per share
—
—
( 14,386 )
—
—
( 14,386 )
Change in fair value of cash flow hedges
—
—
—
( 7,011 )
—
( 7,011 )
Change in unrealized gain on held-to-maturity securities
—
—
—
( 92 )
—
( 92 )
Change in unrealized loss on available-for-sale securities
—
—
—
( 16,323 )
—
( 16,323 )
Purchase of the Company’s common stock
—
—
—
—
( 19,738 )
( 19,738 )
Reclassification of treasury stock per Maryland law
( 3 )
—
( 19,486 )
—
19,489
—
Balance, September 30, 2023
$
119
$
43,701
$
564,658
$
( 76,781 )
$
—
$
531,697
NINE MONTHS ENDED SEPTEMBER 30, 2022
Accumulated
Other
Common
Additional
Retained
Comprehensive
Treasury
Stock
Paid-in Capital
Earnings
Income (Loss)
Stock
Total
(Unaudited)
Balance, January 1, 2022
$
131
$
38,314
$
545,548
$
32,759
$
—
$
616,752
Net income
—
—
53,344
—
—
53,344
Stock issued under Stock Option Plan
—
3,201
—
—
2,773
5,974
Common cash dividends declared, $ 1.16 per share
—
—
( 14,455 )
—
—
( 14,455 )
Change in fair value of cash flow hedges
—
—
—
( 30,261 )
—
( 30,261 )
Change in unrealized gain on held-to-maturity securities
—
—
—
30
—
30
Change in unrealized loss on available-for-sale securities
—
—
—
( 60,854 )
—
( 60,854 )
Purchase of the Company’s common stock
—
—
—
—
( 59,255 )
( 59,255 )
Reclassification of treasury stock per Maryland law
( 8 )
—
( 56,474 )
—
56,482
—
Balance, September 30, 2022
$
123
$
41,515
$
527,963
$
( 58,326 )
$
—
$
511,275
See Notes to Consolidated Financial Statements
6
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands, Except Per Share Data)
NINE MONTHS ENDED
SEPTEMBER 30,
2023
2022
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
54,655
$
53,344
Proceeds from sales of loans held for sale
126,762
78,776
Originations of loans held for sale
( 125,845 )
( 70,073 )
Items not requiring (providing) cash:
Depreciation
6,600
6,369
Amortization
455
861
Compensation expense for stock option grants
1,195
1,054
Provision for credit losses on loans
1,500
2,000
Provision (credit) for unfunded commitments
( 3,640 )
3,345
Net gain on loan sales
( 1,882 )
( 2,234 )
Net (gain) loss on sale of premises and equipment
18
( 1,071 )
Net (gain) loss on sale/write-down of other real estate owned and repossessions
41
( 125 )
Net gain on sale of available-for-sale investments
—
( 38 )
Accretion of deferred income, premiums, discounts and other
( 4,379 )
( 6,208 )
(Gain) loss on derivative interest rate products
234
( 385 )
Deferred income taxes
845
( 536 )
Changes in:
Interest receivable
( 259 )
( 3,082 )
Prepaid expenses and other assets
( 40,559 )
( 16,534 )
Accrued expenses and other liabilities
23,250
5,683
Income taxes refundable/payable
1,114
2,800
Net cash provided by operating activities
40,105
53,946
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in loans
( 54,526 )
( 192,105 )
Purchase of loans
( 400 )
( 294,762 )
Purchase of premises and equipment
( 6,171 )
( 15,876 )
Proceeds from sale of premises and equipment
233
3,830
Proceeds from sale of other real estate owned and repossessions
280
2,192
Proceeds from sale of available-for-sale securities
—
10,095
Proceeds from maturities and calls of available-for-sale securities
1,022
750
Principal reductions on mortgage-backed securities
25,674
63,539
Purchase of available-for-sale securities
—
( 342,010 )
Purchase of Federal Home Loan Bank stock and change in other interest-earning assets
( 5,224 )
( 24,599 )
Net cash used in investing activities
( 39,112 )
( 788,946 )
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in certificates of deposit
83,533
399,587
Net increase (decrease) in checking and savings deposits
83,739
( 212,570 )
Net increase (decrease) in short-term borrowings
( 124,144 )
84,351
Advances from borrowers for taxes and insurance
3,637
3,987
Dividends paid
( 14,535 )
( 14,281 )
Purchase of the Company’s common stock
( 19,738 )
( 59,255 )
Stock options exercised
310
4,920
Net cash provided by financing activities
12,802
206,739
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
13,795
( 528,261 )
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
168,520
717,267
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
182,315
$
189,006
See Notes to Consolidated Financial Statements
7
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of Great Southern Bancorp, Inc. (the “Company” or “Great Southern”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The financial statements presented herein reflect all adjustments which are, in the opinion of management, necessary to fairly present the financial condition, results of operations, changes in stockholders’ equity and cash flows of the Company as of the dates and for the periods presented. Those adjustments consist only of normal recurring adjustments. Operating results for the three and nine months ended September 30, 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.
8
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 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 became 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 a 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 became 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.
In March 2023, the FASB issued ASU 2023-02, Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method . ASU 2023-02 is intended to improve the accounting and disclosures for investments in tax credit structures. ASU 2023-02 allows entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. Previously, this method was only available for qualifying tax equity investments in low-income housing tax credit structures. The Company is evaluating whether or not to use this method for other tax credit structures in which it invests. Currently, the Company does not have a material amount of tax credit structures, other than low-income housing tax credit structures. ASU 2023-02 will be effective for the Company on January 1, 2024, though early adoption is permitted, and its adoption is not expected to have a material impact on the Company’s consolidated financial statements.
9
NOTE 4: EARNINGS PER SHARE
Three Months Ended September 30,
2023
2022
(In Thousands, Except Per Share Data)
Basic:
Average common shares outstanding
11,935
12,304
Net income
$
15,879
$
18,133
Per common share amount
$
1.33
$
1.47
Diluted:
Average common shares outstanding
11,935
12,304
Net effect of dilutive stock options – based on the treasury stock method using average market price
42
99
Diluted common shares
11,977
12,403
Net income
$
15,879
$
18,133
Per common share amount
$
1.33
$
1.46
Nine Months Ended September 30,
2023
2022
(In Thousands, Except Per Share Data)
Basic:
Average common shares outstanding
12,055
12,616
Net income
$
54,655
$
53,344
Per common share amount
$
4.53
$
4.23
Diluted:
Average common shares outstanding
12,055
12,616
Net effect of dilutive stock options – based on the treasury stock method using average market price
49
94
Diluted common shares
12,104
12,710
Net income
$
54,655
$
53,344
Per common share amount
$
4.52
$
4.20
Options outstanding at September 30, 2023 and 2022, to purchase 758,129 and 364,199 shares of common stock, respectively, were not included in the computation of diluted earnings per common share for each of the three month periods because the exercise prices of such options were greater than the average market prices of the common stock for the three months ended September 30, 2023 and 2022, respectively. Options outstanding at September 30, 2023 and 2022, to purchase 675,768 and 366,699 shares of common stock, respectively, were not included in the computation of diluted earnings per common share for each of the nine month periods because the exercise prices of such options were greater than the average market prices of the common stock for the nine months ended September 30, 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.
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.
10
The amortized cost and fair values of securities were as follows:
September 30, 2023
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
AVAILABLE-FOR-SALE SECURITIES:
Agency mortgage-backed securities
$
314,632
$
—
$
54,143
$
260,489
Agency collateralized mortgage obligations
86,687
—
13,553
73,134
States and political subdivisions
59,273
10
6,893
52,390
Small Business Administration securities
71,628
—
9,693
61,935
$
532,220
$
10
$
84,282
$
447,948
September 30, 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
$
72,927
$
2,581
$
75,508
$
—
$
12,340
$
63,168
Agency collateralized mortgage obligations
117,593
( 2,583 )
115,010
—
17,195
97,815
States and political subdivisions
6,200
( 2 )
6,198
—
1,091
5,107
$
196,720
$
( 4 )
$
196,716
$
—
$
30,626
$
166,090
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
11
The amortized cost and fair value of available-for-sale and held-to-maturity securities at September 30, 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
245
—
—
After four through five years
944
929
—
—
After five through fifteen years
9,715
9,087
3,249
2,699
After fifteen years
48,369
42,129
2,949
2,408
Securities not due on a single maturity date
472,947
395,558
190,518
160,983
$
532,220
$
447,948
$
196,716
$
166,090
Certain available-for-sale investments in debt securities are reported in the financial statements at an amount less than their amortized cost. Total fair value of these investments at September 30, 2023 and December 31, 2022, was approximately $ 446.7 million and $ 472.0 million, respectively, which is approximately 99.7 % 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 September 30, 2023 and December 31, 2022, which was $ 196.7 million and $ 202.5 million, respectively. Total fair value of these investments at September 30, 2023 and December 31, 2022 was approximately $ 166.1 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 September 30, 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 of these debt securities are not credit-related.
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 September 30, 2023 and December 31, 2022:
September 30, 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
$
1
$
—
$
260,488
$
( 54,143 )
$
260,489
$
( 54,143 )
Agency collateralized mortgage obligations
8,236
( 1,061 )
64,898
( 12,492 )
73,134
( 13,553 )
States and political subdivisions securities
14,242
( 1,387 )
36,902
( 5,506 )
51,144
( 6,893 )
Small Business Administration securities
7,622
( 466 )
54,313
( 9,227 )
61,935
( 9,693 )
$
30,101
$
( 2,914 )
$
416,601
$
( 81,368 )
$
446,702
$
( 84,282 )
HELD-TO-MATURITY SECURITIES:
Agency mortgage-backed securities
$
—
$
—
$
63,168
$
( 12,340 )
$
63,168
$
( 12,340 )
Agency collateralized mortgage obligations
—
—
97,815
( 17,195 )
97,815
( 17,195 )
States and political subdivisions securities
—
—
5,107
( 1,091 )
5,107
( 1,091 )
$
—
$
—
$
166,090
$
( 30,626 )
$
166,090
$
( 30,626 )
12
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 or nine months ended September 30, 2023. Available-for-sale securities totaling $ 5.1 million were sold during the three months ended September 30, 2022, resulting in the recognition of a $ 31,000 gain during the period. Available-for-sale securities totaling $ 10.2 million were sold during the nine months ended September 30, 2022, resulting in the recognition of a $ 38,000 gain during the period. 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 as of September 30, 2023 were 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.
13
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 principal balance over the remaining contractual lives, 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.
In addition, 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 September 30, 2023 and December 31, 2022 were as follows:
September 30,
December 31,
2023
2022
(In Thousands)
One- to four-family residential construction
$
29,383
$
33,849
Subdivision construction
26,412
32,067
Land development
54,633
41,613
Commercial construction
750,818
757,690
Owner occupied one- to four-family residential
773,082
778,533
Non-owner occupied one- to four-family residential
123,750
124,870
Commercial real estate
1,503,915
1,530,663
Other residential
845,373
781,761
Commercial business
343,648
293,228
Industrial revenue bonds
12,292
12,852
Consumer auto
29,329
37,281
Consumer other
32,941
33,732
Home equity lines of credit
111,665
123,242
4,637,241
4,581,381
Allowance for credit losses on loans
( 64,753 )
( 63,480 )
Deferred loan fees and gains, net
( 7,921 )
( 11,065 )
$
4,564,567
$
4,506,836
Weighted average interest rate
6.16
%
5.54
%
14
The following tables present the classes of loans by aging as of the dates indicated.
September 30, 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
$
—
$
12
$
—
$
12
$
29,371
$
29,383
$
—
Subdivision construction
—
—
—
—
26,412
26,412
—
Land development
—
—
384
384
54,249
54,633
—
Commercial construction
—
—
—
—
750,818
750,818
—
Owner occupied one- to four-family residential
122
69
242
433
772,649
773,082
—
Non-owner occupied one- to four-family residential
—
—
—
—
123,750
123,750
—
Commercial real estate
—
191
10,131
10,322
1,493,593
1,503,915
—
Other residential
—
—
—
—
845,373
845,373
—
Commercial business
—
—
—
—
343,648
343,648
—
Industrial revenue bonds
—
—
—
—
12,292
12,292
—
Consumer auto
45
3
9
57
29,272
29,329
—
Consumer other
206
11
33
250
32,691
32,941
—
Home equity lines of credit
123
54
32
209
111,456
111,665
—
Total
$
496
$
340
$
10,831
$
11,667
$
4,625,574
$
4,637,241
$
—
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.
15
Non-accruing loans are summarized as follows:
September 30,
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
242
722
Non-owner occupied one- to four-family residential
—
—
Commercial real estate
10,131
1,579
Other residential
—
—
Commercial business
—
586
Industrial revenue bonds
—
—
Consumer auto
9
14
Consumer other
33
111
Home equity lines of credit
32
274
Total non-accruing loans
$
10,831
$
3,670
No interest income was recorded on these loans for the three and nine months ended September 30, 2023 and 2022, respectively.
Nonaccrual loans for which there is no related allowance for credit losses as of September 30, 2023 totaled $ 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.
The following table presents the activity in the allowance for credit losses by portfolio segment for the three and nine months ended September 30, 2023 and 2022. During the three months ended September 30, 2023, the Company did no t record a provision expense on its portfolio of outstanding loans. During the nine months ended September 30, 2023, the Company recorded provision expense of $ 1.5 million on its portfolio of outstanding loans. During both the three and nine months ended September 30, 2022, the Company recorded provision expense of $ 2.0 million 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, June 30, 2023
$
11,818
$
13,189
$
25,508
$
2,502
$
7,827
$
4,008
$
64,852
Provision (credit) charged to expense
—
—
—
—
—
—
—
Losses charged off
—
—
—
—
—
( 498 )
( 498 )
Recoveries
41
—
—
—
28
330
399
Balance, September 30, 2023
$
11,859
$
13,189
$
25,508
$
2,502
$
7,855
$
3,840
$
64,753
Allowance for credit losses
Balance, June 30, 2022
$
9,434
$
10,612
$
28,604
$
2,797
$
4,365
$
5,246
$
61,058
Provision (credit) charged to expense
1,076
881
( 1,105 )
265
1,302
( 419 )
2,000
Losses charged off
—
—
—
—
( 50 )
( 571 )
( 621 )
Recoveries
20
—
1
—
15
288
324
Balance, September 30, 2022
$
10,530
$
11,493
$
27,500
$
3,062
$
5,632
$
4,544
$
62,761
16
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, 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 )
—
—
—
—
( 1,409 )
( 1,440 )
Recoveries
72
—
2
—
182
957
1,213
Balance, September 30, 2023
$
11,859
$
13,189
$
25,508
$
2,502
$
7,855
$
3,840
$
64,753
Allowance for credit losses
Balance, January 1, 2022
$
9,364
$
10,502
$
28,604
$
2,797
$
4,142
$
5,345
$
60,754
Provision (credit) charged to expense
1,076
881
( 1,105 )
265
1,302
( 419 )
2,000
Losses charged off
( 38 )
—
—
—
( 50 )
( 1,403 )
( 1,491 )
Recoveries
128
110
1
—
238
1,021
1,498
Balance, September 30, 2022
$
10,530
$
11,493
$
27,500
$
3,062
$
5,632
$
4,544
$
62,761
The following table presents the activity in the allowance for unfunded commitments by portfolio segment for the three and nine months ended September 30, 2023 and 2022. The provision for losses on unfunded commitments for the three months ended September 30, 2023 was a credit (negative expense) of $ 1.2 million, compared to a provision expense of $ 1.3 million for the three months ended September 30, 2022. The provision for losses on unfunded commitments for the nine months ended September 30, 2023 was a credit (negative expense) of $ 3.6 million, compared to a provision expense of $ 3.3 million for the nine months ended September 30, 2022. The analysis of the level and mix of unfunded commitments resulted in a decrease in the required reserve for such potential losses in the three and nine month periods of 2023 presented below.
One- to Four-
Family
Residential and
Other
Commercial
Commercial
Commercial
Construction
Residential
Real Estate
Construction
Business
Consumer
Total
(In Thousands)
Allowance for unfunded commitments
Balance, June 30, 2023
$
758
$
6,791
$
464
$
871
$
987
$
500
$
10,371
Provision (credit) charged to expense
146
( 1,412 )
33
108
( 34 )
( 36 )
( 1,195 )
Balance, September 30, 2023
$
904
$
5,379
$
497
$
979
$
953
$
464
$
9,176
Allowance for unfunded commitments
Balance, June 30, 2022
$
1,138
$
7,419
$
501
$
695
$
1,406
$
500
$
11,659
Provision (credit) charged to expense
( 401 )
967
17
553
146
33
1,315
Balance, September 30, 2022
$
737
$
8,386
$
518
$
1,248
$
1,552
$
533
$
12,974
One- to Four-
Family
Residential and
Other
Commercial
Commercial
Commercial
Construction
Residential
Real Estate
Construction
Business
Consumer
Total
(In Thousands)
Allowance for unfunded commitments
Balance, January 1, 2023
$
736
$
8,624
$
416
$
802
$
1,734
$
504
$
12,816
Provision (credit) charged to expense
168
( 3,245 )
81
177
( 781 )
( 40 )
( 3,640 )
Balance, September 30, 2023
$
904
$
5,379
$
497
$
979
$
953
$
464
$
9,176
Allowance for unfunded commitments
Balance, January 1, 2022
$
687
$
5,703
$
367
$
908
$
1,582
$
382
$
9,629
Provision (credit) charged to expense
50
2,683
151
340
( 30 )
151
3,345
Balance, September 30, 2022
$
737
$
8,386
$
518
$
1,248
$
1,552
$
533
$
12,974
The portfolio segments used in the preceding tables correspond to the loan classes used in all other tables in Note 6 as follows:
● The one- to four-family residential and construction segment includes the one- to four-family residential construction, subdivision construction, owner occupied one- to four-family residential and non-owner occupied one- to four-family residential classes.
● The other residential (multi-family) segment corresponds to the other residential class.
● The commercial real estate segment includes the commercial real estate and industrial revenue bonds classes.
17
● 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.
The following table presents the collateral-dependent loans by class of loans:
September 30, 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
151
—
1,637
40
Non-owner occupied one- to four-family residential
—
—
—
—
Commercial real estate
10,126
1,200
1,571
—
Other residential
—
—
—
—
Commercial business
—
—
586
125
Industrial revenue bonds
—
—
—
—
Consumer auto
—
—
—
—
Consumer other
—
—
160
80
Home equity lines of credit
—
—
135
—
Total
$
10,661
$
1,392
$
4,473
$
245
Modified Loans. As indicated in Note 3 , 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 became effective for the Company on January 1, 2023.
Adoption of this ASU 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, 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 estimate of lifetime expected losses utilized in the allowance for credit losses model is developed using average historical loss on loans with similar risk characteristics, which includes losses from modifications of loans to borrowers experiencing financial difficulty. As a result, a change to the allowance for credit losses is generally not recorded upon modification. For modifications to loans made to borrowers experiencing financial difficulty that are adversely classified, the Company determines the allowance for credit losses on an individual basis, using the same process that it utilizes for other adversely classified loans. If collection efforts have begun and the modified loan is subsequently deemed collateral-dependent, the loan is placed on non-accrual status and the allowance for credit losses is determined based on an individual evaluation. If necessary, the loan is charged down to fair market value less sales costs.
18
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 and nine months ended September 30, 2023. Each of the types of concessions granted comprised 2 % or less of their respective classes of loan portfolios at September 30, 2023. During the three and nine months ended September 30, 2023, principal forgiveness of $ 13,000 and $ 52,000 , respectively, was completed on consumer loans. A commercial real estate loan modified in the three months ended March 31, 2023, which totaled $ 21.6 million, was paid in full during the three months ended June 30, 2023. Additionally, a one- to four-family residential loan of $ 143,000 and a commercial business loan of $ 16,000 were paid in full during the three months ended September 30, 2023.
Three Months Ended September 30, 2023
Interest Rate
Term
Total
Reduction
Extension
Combination
Modifications
(In Thousands)
Construction and land development
$
—
$
—
$
—
$
—
One- to four-family residential
—
—
—
—
Other residential
—
—
—
—
Commercial real estate
—
—
—
—
Commercial business
—
—
—
—
Consumer
—
8
—
8
$
—
$
8
$
—
$
8
Nine Months Ended September 30, 2023
Interest Rate
Term
Total
Reduction
Extension
Combination
Modifications
(In Thousands)
Construction and land development
$
—
$
—
$
1,673
$
1,673
One- to four-family residential
—
—
—
—
Other residential
—
—
—
—
Commercial real estate
—
77
20,895
20,972
Commercial business
—
—
—
—
Consumer
6
8
—
14
$
6
$
85
$
22,568
$
22,659
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 (under modified terms) at September 30, 2023 of loans that were modified during the nine months ended September 30, 2023:
September 30, 2023
30-89 Days
Over 90 Days
Current
Past Due
Past Due
Total
(In Thousands)
Construction and land development
$
1,673
$
—
$
—
$
1,673
One- to four-family residential
—
—
—
—
Other residential
—
—
—
—
Commercial real estate
12,433
—
8,539
20,972
Commercial business
—
—
—
—
Consumer
14
—
—
14
$
14,120
$
—
$
8,539
$
22,659
19
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 and nine months ended September 30, 2022, by type of modification:
Three Months Ended September 30, 2022
Total
Interest Only
Term
Combination
Modifications
(In Thousands)
Commercial real estate
$
—
$
—
$
—
$
—
Consumer
—
—
—
—
$
—
$
—
$
—
$
—
Nine Months Ended September 30, 2022
Total
Interest Only
Term
Combination
Modifications
(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 and nine months ended September 30, 2022, $ 66,000 and $ 578,000 of loans, respectively, met the criteria for placement back on accrual status. The criteria are generally a minimum of six months of consistent and timely payment performance under original or modified terms.
Loan Risk Ratings . 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.
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.
20
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.
The Loss category is used when loans are considered 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.
21
The following table presents a summary of loans by category and risk rating separated by origination and loan class as of September 30, 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)
$
13,022
$
10,877
$
835
$
—
$
—
$
—
$
4,649
$
29,383
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
13,022
10,877
835
—
—
—
4,649
29,383
Subdivision construction
Satisfactory (1-4)
363
1,097
24,424
50
65
413
—
26,412
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
363
1,097
24,424
50
65
413
—
26,412
Construction and land development
Satisfactory (1-4)
16,283
15,588
5,649
3,693
7,389
4,788
859
54,249
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
384
384
Total
16,283
15,588
5,649
3,693
7,389
4,788
1,243
54,633
Other construction
Satisfactory (1-4)
35,953
368,118
319,605
27,142
—
—
—
750,818
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
35,953
368,118
319,605
27,142
—
—
—
750,818
One- to four-family residential
Satisfactory (1-4)
55,875
335,152
208,093
110,425
62,448
122,613
476
895,082
Watch (5)
—
—
—
—
173
1,050
49
1,272
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
150
—
328
—
478
Total
55,875
335,152
208,093
110,575
62,621
123,991
525
896,832
Other residential
Satisfactory (1-4)
13,533
72,663
276,593
218,514
109,017
141,056
3,574
834,950
Watch (5)
—
—
—
—
—
10,423
—
10,423
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
13,533
72,663
276,593
218,514
109,017
151,479
3,574
845,373
Commercial real estate
Satisfactory (1-4)
27,510
253,867
226,811
106,019
162,782
669,086
37,931
1,484,006
Watch (5)
—
—
—
—
—
5,377
—
5,377
Special Mention (6)
—
—
—
—
—
4,400
—
4,400
Classified (7-9)
—
—
—
—
—
10,132
—
10,132
Total
27,510
253,867
226,811
106,019
162,782
688,995
37,931
1,503,915
Commercial business
Satisfactory (1-4)
54,327
85,991
41,400
30,971
10,636
61,420
52,548
337,293
Watch (5)
—
—
—
—
—
1,376
—
1,376
Special Mention (6)
—
1,230
4,841
—
—
—
11,200
17,271
Classified (7-9)
—
—
—
—
—
—
—
—
Total
54,327
87,221
46,241
30,971
10,636
62,796
63,748
355,940
Consumer
Satisfactory (1-4)
14,008
13,726
7,170
3,374
1,161
13,268
120,640
173,347
Watch (5)
—
—
23
—
4
160
227
414
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
1
12
—
129
32
174
Total
14,008
13,726
7,194
3,386
1,165
13,557
120,899
173,935
Combined
Satisfactory (1-4)
230,874
1,157,079
1,110,580
500,188
353,498
1,012,644
220,677
4,585,540
Watch (5)
—
—
23
—
177
18,386
276
18,862
Special Mention (6)
—
1,230
4,841
—
—
4,400
11,200
21,671
Classified (7-9)
—
—
1
162
—
10,589
416
11,168
Total
$
230,874
$
1,158,309
$
1,115,445
$
500,350
$
353,675
$
1,046,019
$
232,569
$
4,637,241
22
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
23
NOTE 7: FDIC-ASSISTED ACQUIRED LOANS
On March 20, 2009, Great Southern Bank entered into a purchase and assumption agreement with loss share with the Federal Deposit Insurance Corporation (FDIC) to assume all of the deposits (excluding brokered deposits) and acquire certain assets of TeamBank, N.A., a full service commercial bank headquartered in Paola, Kansas. The related loss sharing agreement was terminated early, effective April 26, 2016, by mutual agreement of Great Southern Bank and the FDIC. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded.
On September 4, 2009, Great Southern Bank entered into a purchase and assumption agreement with loss share with the FDIC to assume all of the deposits and acquire certain assets of Vantus Bank, a full service thrift headquartered in Sioux City, Iowa. The related loss sharing agreement was terminated early, effective April 26, 2016, by mutual agreement of Great Southern Bank and the FDIC. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded.
On October 7, 2011, Great Southern Bank entered into a purchase and assumption agreement with loss share with the FDIC to assume all of the deposits and acquire certain assets of Sun Security Bank, a full service bank headquartered in Ellington, Missouri. The related loss sharing agreement was terminated early, effective April 26, 2016, by mutual agreement of Great Southern Bank and the FDIC. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded.
On April 27, 2012, Great Southern Bank entered into a purchase and assumption agreement with loss share with the FDIC to assume all of the deposits and acquire certain assets of Inter Savings Bank, FSB (“InterBank”), a full service bank headquartered in Maple Grove, Minnesota. The related loss sharing agreement was terminated early, effective June 9, 2017, by mutual agreement of Great Southern Bank and the FDIC. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded.
On June 20, 2014, Great Southern Bank entered into a purchase and assumption agreement with the FDIC to purchase a substantial portion of the loans and investment securities, as well as certain other assets, and assume all of the deposits, as well as certain other liabilities, of Valley Bank, a full-service bank headquartered in Moline, Illinois, with significant operations in Iowa. This transaction did not include a loss sharing agreement. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded.
The following table presents the balances of acquired loans related to the various FDIC-assisted transactions at September 30, 2023 and December 31, 2022.
Sun Security
TeamBank
Vantus Bank
Bank
InterBank
Valley Bank
(In Thousands)
September 30, 2023
Carrying value of loans receivable
$
2,225
$
3,188
$
6,417
$
20,804
$
11,139
December 31, 2022
Carrying value of loans receivable
$
2,703
$
3,983
$
7,221
$
24,402
$
12,750
24
NOTE 8: OTHER REAL ESTATE OWNED AND REPOSSESSIONS
Major classifications of other real estate owned were as follows:
September 30,
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
38
50
Foreclosed assets held for sale and repossessions
38
50
Other real estate owned not acquired through foreclosure
—
183
Other real estate owned and repossessions
$
38
$
233
At September 30, 2023, there was no other real estate owned not acquired through foreclosure, as two properties were sold during the nine months ended September 30, 2023. At 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 September 30, 2023 and December 31, 2022, residential mortgage loans totaling $ 27,000 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
September 30,
2023
2022
(In Thousands)
Net gains on sales of other real estate owned and repossessions
$
( 22 )
$
( 5 )
Valuation write-downs
—
—
Operating expenses, net of rental income
84
89
$
62
$
84
Nine Months Ended
September 30,
2023
2022
(In Thousands)
Net gains on sales of other real estate owned and repossessions
$
( 41 )
$
( 148 )
Valuation write-downs
82
23
Operating expenses, net of rental income
222
438
$
263
$
313
25
NOTE 9: PREMISES AND EQUIPMENT
Major classifications of premises and equipment, stated at cost, were as follows:
September 30,
December 31,
2023
2022
(In Thousands)
Land
$
39,617
$
39,622
Buildings and improvements
106,988
105,096
Furniture, fixtures and equipment
70,035
67,505
Operating leases right of use asset
6,900
7,397
223,540
219,620
Less: accumulated depreciation
83,647
78,550
$
139,893
$
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 corresponding lease liability will fluctuate based on the Company’s lease terminations, new leases and lease modifications and renewals. As of September 30, 2023, the lease right of use asset value was $ 6.9 million and the corresponding lease liability was $ 7.1 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 September 30, 2023, expected lease terms ranged from 0.6 years to 15.2 years with a weighted-average lease term of 7.0 years. The weighted-average discount rate at September 30, 2023 was 3.76 %.
For the three months ended September 30, 2023 and 2022, lease expense was $ 446,000 and $ 408,000 , respectively. For the nine months ended September 30, 2023 and 2022, lease expense was $ 1.3 million and $ 1.2 million, 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 September 30, 2023 and 2022 was $ 84,000 and $ 80,000 , respectively. The total lease expense related to ATMs for the nine months ended September 30, 2023 and 2022 was $ 234,000 and $ 228,000 , respectively.
The Company does not sublease any of its leased facilities; however, it does lease to other parties portions of facilities that it owns. In terms of being the lessor in these circumstances, all of these lease agreements are classified as operating leases. In the three months ended September 30, 2023 and 2022, income recognized from these lease agreements was $ 326,000 and $ 300,000 , respectively, and was included in occupancy and equipment expense. In the nine months ended September 30, 2023 and 2022, income recognized from these lease agreements was $ 975,000 and $ 890,000 , respectively, and was included in occupancy and equipment expense.
September 30, 2023
December 31, 2022
(In Thousands)
Statement of Financial Condition
Operating leases right of use asset
$
6,900
$
7,397
Operating leases liability
$
7,146
$
7,599
For the Three Months Ended
September 30, 2023
September 30, 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)
$
446
$
408
Supplemental Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
439
$
400
Right of use assets obtained in exchange for lease obligations:
Operating leases
—
618
26
For the Nine Months Ended
September 30, 2023
September 30, 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)
$
1,289
$
1,166
Supplemental Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
1,234
$
1,141
Right of use assets obtained in exchange for lease obligations:
Operating leases
296
618
At September 30, 2023, future expected lease payments for leases with terms exceeding one year were as follows (In Thousands):
2023
$
356
2024
1,313
2025
1,297
2026
1,241
2027
1,173
2028
900
Thereafter
1,899
Future lease payments expected
8,179
Less: interest portion of lease payments
( 1,033 )
Lease liability
$
7,146
NOTE 10: DEPOSITS
September 30,
December 31,
2023
2022
(In Thousands)
Time Deposits:
0.00 % - 0.99 %
$
112,109
$
280,784
1.00 % - 1.99 %
26,604
125,951
2.00 % - 2.99 %
48,463
381,547
3.00 % - 3.99 %
176,880
228,131
4.00 % - 4.99 %
624,054
4,883
5.00 % and above
8,270
—
Total time deposits (weighted average rate 3.53 % and 1.93 %)
996,380
1,021,296
Non-interest-bearing demand deposits
942,177
1,063,588
Interest-bearing demand and savings deposits (weighted average rate 1.54 % and 0.65 %)
2,243,684
2,188,535
Brokered deposits (weighted average rate 5.06 % and 4.03 %)
669,307
411,491
Total Deposits
$
4,851,548
$
4,684,910
The Bank utilizes brokered deposits as an additional funding source. The aggregate amount of brokered deposits was approximately $ 669.3 million and $ 411.5 million at September 30, 2023 and December 31, 2022, respectively. At September 30, 2023 and December 31, 2022, brokered deposits included $ 300.0 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 September 30, 2023, there were additional brokered deposits totaling $ 133.4 million that had variable rates of interest that reset monthly or quarterly and there were other brokered deposits totaling $ 185.5 million that had fixed rates of interest but are callable at the Bank’s discretion. At September 30, 2023, approximately 35 % of the Company’s total deposits were uninsured, when including deposit accounts of consolidated subsidiaries of the Company and collateralized deposits of unaffiliated entities. Excluding deposit accounts of the Company’s consolidated subsidiaries, approximately 16 % of the Company’s total deposits were uninsured at September 30, 2023.
27
NOTE 11: ADVANCES FROM FEDERAL HOME LOAN BANK
At September 30, 2023 and December 31, 2022, there were no outstanding term advances from the Federal Home Loan Bank of Des Moines. At September 30, 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
September 30,
December 31,
2023
2022
(In Thousands)
Notes payable – Community Development Equity Funds
$
1,610
$
1,083
Securities sold under reverse repurchase agreements
58,172
176,843
Overnight borrowings from the Federal Home Loan Bank
82,500
88,500
$
142,282
$
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.
September 30, 2023
December 31, 2022
Overnight and
Overnight and
Continuous
Continuous
(In Thousands)
Mortgage-backed securities – GNMA, FNMA, FHLMC
$
58,172
$
176,843
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 totaled $ 74,000 during each of the three months ended September 30, 2023 and 2022. Amortization of the debt issuance costs totaled $ 223,000 during each of the nine months ended September 30, 2023 and 2022. 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 5.93 %.
At September 30, 2023 and December 31, 2022, subordinated notes are summarized as follows:
September 30, 2023
December 31, 2022
(In Thousands)
Subordinated notes
$
75,000
$
75,000
Less: unamortized debt issuance costs
496
719
$
74,504
$
74,281
28
NOTE 14: INCOME TAXES
Reconciliations of the Company’s effective tax rates to the statutory corporate tax rates were as follows:
Three Months Ended September 30,
2023
2022
Tax at statutory rate
21.0
%
21.0
%
Nontaxable interest and dividends
( 0.5 )
( 0.6 )
Tax credits
( 2.8 )
( 1.7 )
State taxes
2.5
1.6
Other
1.3
0.2
21.5
%
20.5
%
Nine Months Ended September 30,
2023
2022
Tax at statutory rate
21.0
%
21.0
%
Nontaxable interest and dividends
( 0.5 )
( 0.5 )
Tax credits
( 2.5 )
( 1.7 )
State taxes
1.9
1.7
Other
0.9
—
20.8
%
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.
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.
29
Financial instruments are broken down by recurring or nonrecurring measurement status. Recurring assets are initially measured at fair value and are required to be remeasured at fair value in the financial statements at each reporting date. Assets measured on a nonrecurring basis are assets that, due to an event or circumstance, were required to be remeasured at fair value after initial recognition in the financial statements at some time during the reporting period.
Recurring Measurements
The following table presents the fair value measurements of assets recognized in the accompanying statements of financial condition measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fell at September 30, 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)
September 30, 2023
Available-for-sale securities
Agency mortgage-backed securities
$
260,489
$
—
$
260,489
$
—
Agency collateralized mortgage obligations
73,134
—
73,134
—
States and political subdivisions securities
52,390
—
52,390
—
Small Business Administration securities
61,935
—
61,935
—
Interest rate derivative asset
10,619
—
10,619
—
Interest rate derivative liability
( 45,502 )
—
( 45,502 )
—
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 )
—
The following is a description of inputs and valuation methodologies used for assets recorded at fair value on a recurring basis and recognized in the accompanying statements of financial condition at September 30, 2023 and December 31, 2022 as well as the general classification of such assets pursuant to the valuation hierarchy. There were no significant changes in the valuation techniques during the nine-month period ended September 30, 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, SOFR yield curve, credit spreads and prices from market makers and live trading systems. Recurring Level 2 securities include U.S. government agency securities, mortgage-backed securities, state and municipal bonds and certain other investments. Inputs used for valuing Level 2 securities include observable data that may include dealer quotes, benchmark yields, market spreads, live trading levels and market consensus prepayment speeds, among other things. Additional inputs include indicative values derived from the independent pricing service’s proprietary computerized models. There were no recurring Level 3 securities at September 30, 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.
30
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 September 30, 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)
September 30, 2023
Collateral-dependent loans
$
7,531
$
—
$
—
$
7,531
December 31, 2022
Collateral-dependent loans
$
785
$
—
$
—
$
785
The following is a description of valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying statements of financial condition, as well as the general classification of such assets pursuant to the valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.
Loans Held for Sale. Mortgage loans held for sale are recorded at the lower of carrying value or fair value. The fair value of mortgage loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, the Company classifies mortgage loans held for sale as Nonrecurring Level 2. Write-downs to fair value typically do not occur as the Company generally enters into commitments to sell individual mortgage loans at the time the loan is originated to reduce market risk. The Company typically does not have commercial loans held for sale. At September 30, 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.
Collateral-Dependent Loans . The Company records collateral-dependent loans as Nonrecurring Level 3. If a loan’s fair value as estimated by the Company is less than its carrying value, the Company either records a charge-off of the portion of the loan that exceeds the fair value or establishes a reserve within the allowance for credit losses specific to the loan. Loans for which such charge-offs or reserves were recorded during the nine -months ended September 30, 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.
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, 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.
31
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.
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 involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate.
September 30, 2023
December 31, 2022
Carrying
Fair
Hierarchy
Carrying
Fair
Hierarchy
Amount
Value
Level
Amount
Value
Level
(In Thousands)
Financial assets
Cash and cash equivalents
$
182,315
$
182,315
1
$
168,520
$
168,520
1
Held-to-maturity securities
196,716
166,090
2
202,495
177,765
2
Mortgage loans held for sale
5,678
5,678
2
4,811
4,811
2
Loans, net of allowance for credit losses
4,564,567
4,388,425
3
4,506,836
4,391,084
3
Interest receivable
19,366
19,366
3
19,107
19,107
3
Investment in FHLBank stock and other assets
36,038
36,038
3
30,814
30,814
3
Financial liabilities
Deposits
4,851,548
4,839,018
3
4,684,910
4,672,913
3
Short-term borrowings
142,282
142,282
3
266,426
266,426
3
Subordinated debentures
25,774
25,774
3
25,774
25,774
3
Subordinated notes
74,504
70,500
2
74,281
72,000
2
Interest payable
6,619
6,619
3
3,010
3,010
3
Unrecognized financial instruments (net of contractual value)
Commitments to originate loans
—
—
3
—
—
3
Letters of credit
79
79
3
73
73
3
Lines of credit
—
—
3
—
—
3
32
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.
At September 30, 2023, the Company had six interest rate swaps and one interest rate cap totaling $ 109.9 million in notional amount with commercial customers, and six 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 $ 8.7 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 September 30, 2023 and 2022, the Company recognized net gains of $ 55,000 and $ 88,000 , respectively, in non-interest income related to changes in the fair value of these swaps. During the nine months ended September 30, 2023 and 2022, the Company recognized net losses of $ 234,000 and net gains of $ 385,000 , 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.
33
Cash Flow Hedges
Interest Rate Swaps . As a strategy to maintain acceptable levels of exposure to the risk of changes in future cash flows due to interest rate fluctuations, in October 2018, the Company entered into an interest rate swap transaction as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of the swap was $ 400 million with a termination date of October 6, 2025. Under the terms of the swap, the Company received a fixed rate of interest of 3.018 % and paid a floating rate of interest equal to one-month USD-LIBOR. The floating rate was reset monthly and net settlements of interest due to/from the counterparty also occurred monthly. To the extent that the fixed rate of interest exceeded one-month USD-LIBOR, the Company received net interest settlements which were recorded as loan interest income. If USD-LIBOR exceeded the fixed rate of interest, the Company was required to pay net settlements to the counterparty and record those net payments as a reduction of interest income on loans.
In March 2020, the Company and its swap counterparty mutually agreed to terminate the $ 400 million interest rate swap prior to its contractual maturity. The Company was paid $ 45.9 million from its swap counterparty as a result of this termination. This $ 45.9 million, less the accrued interest portion and net of deferred income taxes, is reflected in the Company’s stockholders’ equity as Accumulated Other Comprehensive Income and a portion of it will be accreted to interest income on loans monthly through the original contractual termination date of October 6, 2025. This has the effect of reducing Accumulated Other Comprehensive Income and increasing Net Interest Income and Retained Earnings over the period. At September 30, 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 5.431 % as of September 30, 2023. To the extent the floating rate of interest exceeds the fixed rate of interest, the Company is required to pay net settlements to the counterparty and records 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 receives net interest settlements, which are recorded as loan interest income.
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 receives a fixed rate of interest of 2.628 % and pays 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 receives a fixed rate of interest of 5.725 % and pays a floating rate of interest equal to one-month USD-Prime. In each case, the floating rate is reset monthly and net settlements of interest due to/from the counterparty also occur monthly. To the extent the fixed rate of interest exceeds the floating rate of interest, the Company receives net interest settlements, which is recorded as loan interest income. If the floating rate of interest exceeds the fixed rate of interest, the Company pays net settlements to the counterparty and records those net payments as a reduction of interest income on loans. At September 30, 2023, the USD-Prime rate was 8.50 % and the one-month USD-SOFR OIS rate was 5.31663 %.
The Company recorded loan interest income of $ 2.0 million on the terminated interest rate swap during each of the three months ended September 30, 2023 and 2022. The Company recorded loan interest income of $ 6.1 million on the terminated interest rate swap during each of the nine months ended September 30, 2023 and 2022. The Company recorded negative loan interest income related to the March 2022 interest rate swap of $ 2.8 million in the three months ended September 30, 2023 and recorded negative loan interest income of $ 428,000 in the three months ended September 30, 2022. The Company recorded negative loan interest income related to the March 2022 interest rate swap of $ 7.5 million in the nine months ended September 30, 2023 and recorded loan interest income of $ 610,000 in the nine months ended September 30, 2022. The Company recorded negative loan interest income related to the two July 2022 interest rate swaps of $ 2.7 million and $ 4.4 million in the three and nine months ended September 30, 2023, respectively. Net settlements on these two interest rate swaps began in May 2023.
The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affected earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. During each of the three and nine months ended September 30, 2023 and 2022, the Company recognized no non-interest income related to changes in the fair value of these derivatives.
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The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Statements of Financial Condition:
Location in
Fair Value
Consolidated Statements
September 30,
December 31,
of Financial Condition
2023
2022
(In Thousands)
Derivatives designated as hedging instruments
Active interest rate swaps
Accrued expenses and other liabilities
$
34,357
$
31,277
Total derivatives designated as hedging instruments
$
34,357
$
31,277
Derivatives not designated as hedging instruments
Asset Derivatives
Interest rate products
Prepaid expenses and other assets
$
10,619
$
11,061
Total derivatives not designated as hedging instruments
$
10,619
$
11,061
Liability Derivatives
Interest rate products
Accrued expenses and other liabilities
$
11,145
$
10,820
Total derivatives not designated as hedging instruments
$
11,145
$
10,820
The following table presents the effect of cash flow hedge accounting through accumulated other comprehensive income on the statements of comprehensive income:
Amount of Gain (Loss)
Recognized in AOCI
Three Months Ended September 30,
Cash Flow Hedges
2023
2022
(In Thousands)
Terminated interest rate swap, net of income taxes
$
( 1,580 )
$
( 1,580 )
Active interest rate swaps, net of income taxes
( 2,547 )
( 19,898 )
$
( 4,127 )
$
( 21,478 )
Amount of Gain (Loss)
Recognized in AOCI
Nine Months Ended September 30,
Cash Flow Hedges
2023
2022
(In Thousands)
Terminated interest rate swap, net of income taxes
$
( 4,688 )
$
( 4,691 )
Active interest rate swaps, net of income taxes
( 2,323 )
( 25,570 )
$
( 7,011 )
$
( 30,261 )
35
The following table presents the effect of cash flow hedge accounting on the statements of income:
Three Months Ended September 30,
Cash Flow Hedges
2023
2022
Interest
Interest
Interest
Interest
Income
Expense
Income
Expense
(In Thousands)
Total Interest Income
$
75,272
$
—
$
59,657
$
—
Total Interest Expense
—
28,534
—
6,759
$
75,272
$
28,534
$
59,657
$
6,759
Terminated interest rate swap
$
2,047
$
—
$
2,047
$
—
Active interest rate swaps
( 5,545 )
—
( 428 )
—
$
( 3,498 )
$
—
$
1,619
$
—
Nine Months Ended September 30,
Cash Flow Hedges
2023
2022
Interest
Interest
Interest
Interest
Income
Expense
Income
Expense
(In Thousands)
Total Interest Income
$
220,353
$
—
$
159,028
$
—
Total Interest Expense
—
72,285
—
14,034
$
220,353
$
72,285
$
159,028
$
14,034
Terminated interest rate swap
$
6,076
$
—
$
6,076
$
—
Active interest rate swaps
( 11,925 )
—
610
—
$
( 5,849 )
$
—
$
6,686
$
—
Agreements with Derivative Counterparties
The Company has agreements with its derivative counterparties. If the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Bank fails to maintain its status as a well-capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements. Similarly, the Company could be required to settle its obligations under certain of its agreements if certain regulatory events occur, such as the issuance of a formal directive, or if the Company’s credit rating is downgraded below a specified level.
At September 30, 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 $ 240,000 . The Company has minimum collateral posting thresholds with its derivative dealer counterparties. At September 30, 2023, the Company had given cash collateral to one derivative counterparty of $ 25.9 million to cover its net fair value position. This counterparty position included collateral from the counterparty of $ 11.3 million for commercial lending swaps, collateral from the Company of $ 36.2 million for interest rate swaps related to variable rate loans and collateral from the Company of $ 834,000 for swaps related to brokered deposits.
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 September 30, 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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.