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,
2024
2023
(Unaudited)
ASSETS
Cash
$
105,098
$
102,529
Interest-bearing deposits in other financial institutions
103,267
108,804
Cash and cash equivalents
208,365
211,333
Available-for-sale securities
565,225
478,207
Held-to-maturity securities
189,257
195,023
Mortgage loans held for sale
9,959
5,849
Loans receivable, net of allowance for credit losses of $ 64,915 – September 2024; $ 64,670 – December 2023
4,711,276
4,589,620
Interest receivable
22,262
21,206
Prepaid expenses and other assets
142,685
106,225
Other real estate owned and repossessions, net
263
23
Premises and equipment, net
133,311
138,591
Goodwill and other intangible assets
10,202
10,527
Federal Home Loan Bank stock and other interest-earning assets
17,912
26,313
Current and deferred income taxes
25,804
29,485
Total Assets
$
6,036,521
$
5,812,402
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits
$
4,697,460
$
4,721,708
Securities sold under reverse repurchase agreements with customers
75,829
70,843
Short-term borrowings and other interest-bearing liabilities
442,246
252,610
Subordinated debentures issued to capital trust
25,774
25,774
Subordinated notes
74,802
74,579
Accrued interest payable
12,002
6,225
Advances from borrowers for taxes and insurance
9,625
4,946
Accrued expenses and other liabilities
79,746
76,401
Liability for unfunded commitments
6,947
7,487
Total Liabilities
5,424,431
5,240,573
Stockholders’ Equity:
Capital stock
Serial preferred stock, $ .01 par value; authorized 1,000,000 shares; issued and outstanding September 2024 and December 2023 - - 0 - shares
—
—
Common stock, $ .01 par value; authorized 20,000,000 shares; issued and outstanding September 2024 – 11,680,968 shares; December 2023 – 11,804,430 shares
117
118
Additional paid-in capital
47,914
44,320
Retained earnings
593,422
569,872
Accumulated other comprehensive loss
( 29,363 )
( 42,481 )
Total Stockholders’ Equity
612,090
571,829
Total Liabilities and Stockholders’ Equity
$
6,036,521
$
5,812,402
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,
2024
2023
(Unaudited)
INTEREST INCOME
Loans
$
76,425
$
68,878
Investment securities and other
7,371
6,394
TOTAL INTEREST INCOME
83,796
75,272
INTEREST EXPENSE
Deposits
28,486
25,233
Securities sold under reverse repurchase agreements
385
308
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities
5,388
1,433
Subordinated debentures issued to capital trust
456
454
Subordinated notes
1,106
1,106
TOTAL INTEREST EXPENSE
35,821
28,534
NET INTEREST INCOME
47,975
46,738
PROVISION FOR CREDIT LOSSES ON LOANS
1,200
—
CREDIT FOR UNFUNDED COMMITMENTS
( 63 )
( 1,195 )
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES ON LOANS AND CREDIT FOR UNFUNDED COMMITMENTS
46,838
47,933
NON-INTEREST INCOME
Commissions
360
232
Overdraft and insufficient funds fees
1,307
2,017
Point-Of-Sale and ATM fee income and service charges
3,467
3,724
Net gains on loan sales
1,076
784
Late charges and fees on loans
77
149
Gain (loss) on derivative interest rate products
( 37 )
55
Other income
742
891
TOTAL NON-INTEREST INCOME
6,992
7,852
NON-INTEREST EXPENSE
Salaries and employee benefits
19,548
19,673
Net occupancy and equipment expense
8,138
7,729
Postage
861
844
Insurance
1,052
1,301
Advertising
928
950
Office supplies and printing
232
294
Telephone
669
657
Legal, audit and other professional fees
809
1,849
Expense (income) on other real estate and repossessions
( 536 )
62
Acquired intangible asset amortization
108
59
Other operating expenses
1,908
2,139
TOTAL NON-INTEREST EXPENSE
33,717
35,557
INCOME BEFORE INCOME TAXES
20,113
20,228
PROVISION FOR INCOME TAXES
3,623
4,349
NET INCOME
$
16,490
$
15,879
Basic Earnings Per Common Share
$
1.41
$
1.33
Diluted Earnings Per Common Share
$
1.41
$
1.33
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,
2024
2023
(Unaudited)
INTEREST INCOME
Loans
$
221,796
$
201,758
Investment securities and other
20,317
18,595
TOTAL INTEREST INCOME
242,113
220,353
INTEREST EXPENSE
Deposits
83,906
61,668
Securities sold under reverse repurchase agreements
1,112
871
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities
12,805
5,156
Subordinated debentures issued to capital trust
1,364
1,273
Subordinated notes
3,317
3,317
TOTAL INTEREST EXPENSE
102,504
72,285
NET INTEREST INCOME
139,609
148,068
PROVISION FOR CREDIT LOSSES ON LOANS
1,700
1,500
CREDIT FOR UNFUNDED COMMITMENTS
( 540 )
( 3,640 )
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES ON LOANS AND CREDIT FOR UNFUNDED COMMITMENTS
138,449
150,208
NON-INTEREST INCOME
Commissions
1,010
887
Overdraft and insufficient funds fees
3,826
5,902
Point-Of-Sale and ATM fee income and service charges
10,238
11,204
Net gains on loan sales
2,880
1,882
Late charges and fees on loans
380
454
Loss on derivative interest rate products
( 57 )
( 234 )
Other income
5,354
3,415
TOTAL NON-INTEREST INCOME
23,631
23,510
NON-INTEREST EXPENSE
Salaries and employee benefits
59,090
58,554
Net occupancy and equipment expense
23,818
22,858
Postage
2,445
2,586
Insurance
3,459
3,178
Advertising
2,169
2,500
Office supplies and printing
735
820
Telephone
2,075
2,048
Legal, audit and other professional fees
4,398
5,477
Expense (income) on other real estate and repossessions
( 190 )
263
Acquired intangible asset amortization
325
228
Other operating expenses
6,224
6,226
TOTAL NON-INTEREST EXPENSE
104,548
104,738
INCOME BEFORE INCOME TAXES
57,532
68,980
PROVISION FOR INCOME TAXES
10,647
14,325
NET INCOME
$
46,885
$
54,655
Basic Earnings Per Common Share
$
4.01
$
4.53
Diluted Earnings Per Common Share
$
3.99
$
4.52
Dividends Declared Per Common Share
$
1.20
$
1.20
See Notes to Consolidated Financial Statements
3
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands, Except Per Share Data)
THREE MONTHS ENDED
SEPTEMBER 30,
2024
2023
(Unaudited)
Net Income
$
16,490
$
15,879
Unrealized appreciation (depreciation) on available-for-sale securities, net of taxes (credit) of $ 5,913 and $( 5,420 ), for 2024 and 2023, respectively
18,124
( 16,606 )
Unrealized loss on securities transferred to held-to-maturity, net of taxes of $( 10 ) and $( 13 ) for 2024 and 2023, respectively
( 33 )
( 38 )
Amortization of realized loss on termination of cash flow hedge, net of taxes of $( 467 ) and $( 468 ), for 2024 and 2023, respectively
( 1,580 )
( 1,580 )
Change in value of active cash flow hedges, net of taxes (credit) of $ 3,123 and $( 832 ) for 2024 and 2023, respectively
9,571
( 2,547 )
Comprehensive Income (Loss)
$
42,572
$
( 4,892 )
NINE MONTHS ENDED
SEPTEMBER 30,
2024
2023
(Unaudited)
Net Income
$
46,885
$
54,655
Unrealized appreciation (depreciation) on available-for-sale securities, net of taxes (credit) of $ 3,699 and $( 5,327 ), for 2024 and 2023, respectively
11,334
( 16,323 )
Unrealized loss on securities transferred to held-to-maturity, net of taxes of $( 35 ) and $( 30 ) for 2024 and 2023, respectively
( 105 )
( 92 )
Amortization of realized loss on termination of cash flow hedge, net of taxes of $( 1,391 ) and $( 1,387 ), for 2024 and 2023, respectively
( 4,706 )
( 4,688 )
Change in value of active cash flow hedges, net of taxes (credit) of $ 2,151 and $( 758 ) for 2024 and 2023, respectively
6,595
( 2,323 )
Comprehensive Income
$
60,003
$
31,229
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, 2024
Accumulated
Other
Common
Additional
Retained
Comprehensive
Treasury
Stock
Paid-in Capital
Earnings
Income (Loss)
Stock
Total
(Unaudited)
Balance, June 30, 2024
$
116
$
45,321
$
578,800
$
( 55,445 )
$
—
$
568,792
Net income
—
—
16,490
—
—
16,490
Stock issued under Stock Option Plan
—
2,593
—
—
2,914
5,507
Common cash dividends declared, $ 0.40 per share
—
—
( 4,673 )
—
—
( 4,673 )
Change in fair value of cash flow hedges
—
—
—
7,991
—
7,991
Change in unrealized loss on held-to-maturity securities
—
—
—
( 33 )
—
( 33 )
Change in unrealized gain on available-for-sale securities
—
—
—
18,124
—
18,124
Repurchase of the Company’s common stock
—
—
—
—
( 108 )
( 108 )
Reclassification of treasury stock per Maryland law
1
—
2,805
—
( 2,806 )
—
Balance, September 30, 2024
$
117
$
47,914
$
593,422
$
( 29,363 )
$
—
$
612,090
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 loss on held-to-maturity securities
—
—
—
( 38 )
—
( 38 )
Change in unrealized loss on available-for-sale securities
—
—
—
( 16,606 )
—
( 16,606 )
Repurchase 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
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, 2024
Accumulated
Other
Common
Additional
Retained
Comprehensive
Treasury
Stock
Paid-in Capital
Earnings
Income (Loss)
Stock
Total
(Unaudited)
Balance, January 1, 2024
$
118
$
44,320
$
569,872
$
( 42,481 )
$
—
$
571,829
Net income
—
—
46,885
—
—
46,885
Stock issued under Stock Option Plan
—
3,594
—
—
3,342
6,936
Common cash dividends declared, $ 1.20 per share
—
—
( 13,986 )
—
—
( 13,986 )
Retained Earnings effect of ASU 2023-02 adoption
—
—
( 223 )
—
—
( 223 )
Change in fair value of cash flow hedges
—
—
—
1,889
—
1,889
Change in unrealized loss on held-to-maturity securities
—
—
—
( 105 )
—
( 105 )
Change in unrealized gain on available-for-sale securities
—
—
—
11,334
—
11,334
Repurchase of the Company’s common stock
—
—
—
—
( 12,469 )
( 12,469 )
Reclassification of treasury stock per Maryland law
( 1 )
—
( 9,126 )
—
9,127
—
Balance, September 30, 2024
$
117
$
47,914
$
593,422
$
( 29,363 )
$
—
$
612,090
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 loss on held-to-maturity securities
—
—
—
( 92 )
—
( 92 )
Change in unrealized loss on available-for-sale securities
—
—
—
( 16,323 )
—
( 16,323 )
Repurchase 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
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,
2024
2023
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
46,885
$
54,655
Proceeds from sales of loans held for sale
133,935
126,762
Originations of loans held for sale
( 134,855 )
( 125,845 )
Items not requiring (providing) cash:
Depreciation
6,230
6,600
Amortization
526
455
Compensation expense for stock option grants
1,299
1,195
Provision for credit losses on loans
1,700
1,500
Credit for unfunded commitments
( 540 )
( 3,640 )
Net gain on loan sales
( 2,880 )
( 1,882 )
Net loss on sale of premises and equipment
16
18
Net (gain) loss on sale/write-down of other real estate owned and repossessions
( 491 )
41
Accretion of deferred income, premiums, discounts and other
( 10,461 )
( 10,454 )
Loss on derivative interest rate products
57
234
Net non-cash gain recorded on contract termination
( 2,762 )
—
Deferred income taxes
( 544 )
845
Changes in:
Interest receivable
( 1,056 )
( 259 )
Prepaid expenses and other assets
3,977
( 7,704 )
Accrued expenses and other liabilities
( 6,583 )
23,250
Income taxes refundable/payable
( 175 )
1,114
Net cash provided by operating activities
34,278
66,885
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in loans
( 123,795 )
( 54,526 )
Purchase of loans
( 6,251 )
( 400 )
Purchase of premises and equipment
( 3,492 )
( 6,171 )
Proceeds from sale of premises and equipment
96
233
Proceeds from sale of other real estate owned and repossessions
11,012
280
Proceeds from maturities and calls of available-for-sale securities
—
1,022
Principal reductions on mortgage-backed securities
27,151
25,674
Purchase of available-for-sale securities
( 92,631 )
—
Investment in tax credit partnerships
( 11,997 )
( 26,780 )
Redemption of Federal Home Loan Bank stock and change in other interest-earning assets
8,401
( 5,224 )
Net cash used in investing activities
( 191,506 )
( 65,892 )
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in certificates of deposit
( 5,062 )
83,533
Net increase (decrease) in checking and savings deposits
( 19,111 )
83,739
Net increase (decrease) in short-term borrowings
14,622
( 124,144 )
Proceeds from borrowing under Federal Reserve Bank Term Funding Program
180,000
—
Advances from borrowers for taxes and insurance
4,679
3,637
Repurchase of the Company’s common stock
( 12,469 )
( 19,738 )
Dividends paid
( 14,036 )
( 14,535 )
Stock options exercised
5,637
310
Net cash provided by financing activities
154,260
12,802
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
( 2,968 )
13,795
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
211,333
168,520
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
208,365
$
182,315
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, 2024 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, 2023, 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, 2023 filed with the Securities and Exchange Commission (the “SEC”).
Reclassifications
Prior period consolidated financial statements are reclassified whenever necessary to conform to the current period presentation.
Correction of an Immaterial Error in Prior Period Financial Statements
Certain prior period amounts in the Consolidated Statements of Cash Flows have been corrected as discussed below. No other financial statements or notes thereto were impacted by these corrections.
The Company has corrected its Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 within this Quarterly Report on Form 10-Q for an error in classification within the operating activities section of the statements of cash flows regarding amortization of terminated hedging transactions and for an error in classification regarding investments in tax credit partnerships between the operating activities and investing activities sections of the statements of cash flows.
For the item related to the terminated hedging transactions, the Company is now including the amortization from accumulated other comprehensive income and related deferred taxes recognized in interest income as an item not providing cash in accretion of deferred income, premiums, discounts and other. This was previously included in net changes in prepaid expenses and other assets. For the item related to investments in tax credit partnerships, the Company is now including the amounts invested as an item using cash in the investing activities section. This was previously included in net changes in prepaid expenses and other assets in the operating activities section.
The Company assessed the materiality of these changes in presentation on prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” (ASC Topic 250, Accounting Changes and Error Corrections ). Based on this assessment, the Company concluded that these error corrections in its statements of cash flows are not material to any previously presented financial statements. The corrections had no impact on the Consolidated Statements of Financial Condition, Consolidated Statements of Income, Consolidated Statements of Comprehensive Income or Consolidated Statements of Stockholders’ Equity, or notes to these financial statements, for any previously presented interim or annual financial statements. Accordingly, the Company corrected the previously reported immaterial errors for the nine months ended September 30, 2023 in this Quarterly Report on Form 10-Q.
8
A summary of corrections reflecting the prior period impacts to the Company’s Consolidated Statements of Cash Flows are shown below (in thousands of dollars):
For the Nine Months Ended September 30, 2023
As Previously
Presented
Net Change
As Corrected
Operating Activities
Accretion of deferred income, premiums, discounts and other
$
( 4,379 )
$
( 6,075 )
$
( 10,454 )
Prepaid expenses and other assets
( 40,559 )
32,855
( 7,704 )
Net cash provided by operating activities
40,105
26,780
66,885
Investing Activities
Investment in tax credit partnerships
—
( 26,780 )
( 26,780 )
Net cash provided by (used in) investing activities
( 39,112 )
( 26,780 )
( 65,892 )
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; and Phoenix. 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 provide relief for assessing hedge effectiveness for cash flow hedges. ASU 2020-04 was effective upon issuance; however, the guidance was originally only available generally through December 31, 2022. Based upon amendments provided in ASU 2022-06 discussed below, provisions of ASU 2020-04 can now generally be applied through December 31, 2024. The application of ASU 2020-04 has not had, and is not expected to have, a material impact on the Company’s consolidated financial statements.
In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope . ASU 2021-01 clarifies that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2021-01 also amends the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. ASU 2021-01 was effective upon issuance; however, the guidance was originally only available generally through December 31, 2022. Based upon amendments provided in ASU 2022-06 discussed below, provisions of ASU 2021-01 can now 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.
9
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. Currently, the Company does not have a material amount of tax credit structures, other than low-income housing tax credit structures. ASU 2023-02 became effective for the Company on January 1, 2024. The adoption of ASU 2023-02 did not have a material impact on the Company’s consolidated financial statements and resulted in a reduction of retained earnings of $ 223,000 upon adoption on January 1, 2024.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 expands reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 implements a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker, expands certain annual disclosures to interim periods, clarifies that single reportable segment entities must apply Topic 280 in its entirety and permits more than one measure of segment profit or loss to be reported under certain conditions. ASU 2023-07 is effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the requirements of the expanded segment disclosures but does not currently expect the additional disclosures to have a material impact on the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is focused on additional income tax disclosures and requires public business entities, on an annual basis, to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate). ASU 2023-09 is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted. While the Company is currently assessing the impact applying this standard will have on its income tax disclosures, the adoption of ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial statements.
NOTE 4: EARNINGS PER SHARE
Three Months Ended September 30,
2024
2023
(In Thousands, Except Per Share Data)
Basic:
Average common shares outstanding
11,656
11,935
Net income
$
16,490
$
15,879
Per common share amount
$
1.41
$
1.33
Diluted:
Average common shares outstanding
11,656
11,935
Net effect of dilutive stock options – based on the treasury stock method using average market price
63
42
Diluted common shares
11,719
11,977
Net income
$
16,490
$
15,879
Per common share amount
$
1.41
$
1.33
10
Nine Months Ended September 30,
2024
2023
(In Thousands, Except Per Share Data)
Basic:
Average common shares outstanding
11,688
12,055
Net income
$
46,885
$
54,655
Per common share amount
$
4.01
$
4.53
Diluted:
Average common shares outstanding
11,688
12,055
Net effect of dilutive stock options – based on the treasury stock method using average market price
58
49
Diluted common shares
11,746
12,104
Net income
$
46,885
$
54,655
Per common share amount
$
3.99
$
4.52
Options outstanding at September 30, 2024 and 2023, to purchase 712,403 and 758,129 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 price of the common stock for the three months ended September 30, 2024 and 2023, respectively. Options outstanding at September 30, 2024 and 2023, to purchase 712,403 and 675,768 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 price of the common stock for the nine months ended September 30, 2024 and 2023, 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.
The amortized cost and fair values of securities were as follows:
September 30, 2024
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
AVAILABLE-FOR-SALE SECURITIES:
Agency mortgage-backed securities
$
352,265
$
1,900
$
28,060
$
326,105
Agency collateralized mortgage obligations
125,421
1,626
7,385
119,662
States and political subdivisions
58,742
324
1,475
57,591
Small Business Administration securities
67,449
87
5,669
61,867
$
603,877
$
3,937
$
42,589
$
565,225
11
September 30, 2024
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
$
71,375
$
2,005
$
73,380
$
—
$
6,351
$
67,029
Agency collateralized mortgage obligations
111,936
( 2,220 )
109,716
—
12,327
97,389
States and political subdivisions
6,150
11
6,161
—
537
5,624
$
189,461
$
( 204 )
$
189,257
$
—
$
19,215
$
170,042
December 31, 2023
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
AVAILABLE-FOR-SALE SECURITIES:
Agency mortgage-backed securities
$
316,114
$
7
$
35,890
$
280,231
Agency collateralized mortgage obligations
85,989
—
10,043
75,946
States and political subdivisions securities
59,141
527
1,531
58,137
Small Business Administration securities
70,648
—
6,755
63,893
$
531,892
$
534
$
54,219
$
478,207
December 31, 2023
Amortized
Gross
Gross
Amortized
Fair Value
Carrying
Unrealized
Unrealized
Fair
Cost
Adjustment
Value
Gains
Losses
Value
(In Thousands)
HELD-TO-MATURITY SECURITIES:
Agency mortgage-backed securities
$
72,495
$
2,436
$
74,931
$
—
$
8,686
$
66,245
Agency collateralized mortgage obligations
116,405
( 2,502 )
113,903
—
14,662
99,241
States and political subdivisions
6,188
1
6,189
—
482
5,707
$
195,088
$
( 65 )
$
195,023
$
—
$
23,830
$
171,193
The amortized cost and fair value of available-for-sale and held-to-maturity securities at September 30, 2024, 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
245
245
—
—
After three through four years
977
995
—
—
After four through five years
—
—
—
—
After five through fifteen years
10,652
10,523
3,246
2,953
After fifteen years
46,868
45,828
2,915
2,671
Securities not due on a single maturity date
545,135
507,634
183,096
164,418
$
603,877
$
565,225
$
189,257
$
170,042
12
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, 2024 and December 31, 2023, was approximately $ 432.9 million and $ 456.9 million, respectively, which was approximately 76.6 % and 95.5 % of the Company’s total available-for-sale investment portfolio at those dates. A high percentage of the unrealized losses were related to the Company’s mortgage-backed securities, collateralized mortgage obligations and Small Business Administration (SBA) securities, which are issued and guaranteed by U.S. government-sponsored entities and agencies. The Company’s state and political subdivisions securities are investments in insured fixed rate municipal bonds for which the issuers continue to make timely principal and interest payments under the contractual terms of the securities. Held-to-maturity investments in debt securities are reported in the financial statements at their amortized carrying value at September 30, 2024 and December 31, 2023, which was $ 189.3 million and $ 195.0 million, respectively. Total fair value of these investments at September 30, 2024 and December 31, 2023 was approximately $ 170.0 million and $ 171.2 million, respectively. Held-to-maturity investment securities are evaluated for potential credit losses under ASU 2016-13. The Company continually assesses its liquidity sources, both on-balance sheet and off-balance sheet, and believes that at September 30, 2024, it had ample liquidity sources to fund its ongoing operations without selling investment securities in its portfolio.
Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information and information obtained from regulatory filings of issuers, management believes the declines in fair value for the Company’s available-for-sale 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 values, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2024 and December 31, 2023:
September 30, 2024
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
$
3,784
$
( 34 )
$
269,222
$
( 28,026 )
$
273,006
$
( 28,060 )
Agency collateralized mortgage obligations
—
—
66,735
( 7,385 )
66,735
( 7,385 )
States and political subdivisions securities
1,349
( 11 )
37,640
( 1,464 )
38,989
( 1,475 )
Small Business Administration securities
—
—
54,140
( 5,669 )
54,140
( 5,669 )
$
5,133
$
( 45 )
$
427,737
$
( 42,544 )
$
432,870
$
( 42,589 )
HELD-TO-MATURITY SECURITIES:
Agency mortgage-backed securities
$
—
$
—
$
67,030
$
( 6,351 )
$
67,030
$
( 6,351 )
Agency collateralized mortgage obligations
—
—
97,389
( 12,327 )
97,389
( 12,327 )
States and political subdivisions securities
—
—
5,623
( 537 )
5,623
( 537 )
$
—
$
—
$
170,042
$
( 19,215 )
$
170,042
$
( 19,215 )
December 31, 2023
Less than 12 Months
12 Months or More
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Description of Securities
Value
Losses
Value
Losses
Value
Losses
(In Thousands)
AVAILABLE-FOR-SALE SECURITIES:
Agency mortgage-backed securities
$
4,318
$
( 9 )
$
274,801
$
( 35,881 )
$
279,119
$
( 35,890 )
Agency collateralized mortgage obligations
9,080
( 216 )
66,866
( 9,827 )
75,946
( 10,043 )
States and political subdivisions securities
7,782
( 133 )
56,111
( 6,622 )
63,893
( 6,755 )
Small Business Administration securities
—
—
37,969
( 1,531 )
37,969
( 1,531 )
$
21,180
$
( 358 )
$
435,747
$
( 53,861 )
$
456,927
$
( 54,219 )
HELD-TO-MATURITY SECURITIES:
Agency mortgage-backed securities
$
—
$
—
$
66,245
$
( 8,686 )
$
66,245
$
( 8,686 )
Agency collateralized mortgage obligations
—
—
99,241
( 14,662 )
99,241
( 14,662 )
States and political subdivisions securities
—
—
5,707
( 482 )
5,707
( 482 )
$
—
$
—
$
171,193
$
( 23,830 )
$
171,193
$
( 23,830 )
There were no sales of available-for-sale securities during the three or nine months ended September 30, 2024 and 2023, respectively.
13
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, 2024 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 historically experienced 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 generally highly rated by major rating agencies and have a long history of no credit losses. Likewise, the Company has not historically 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 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 balances greater than or equal to $ 100,000 , are evaluated on an individual basis.
For loans evaluated for credit losses on a collective basis, average historical loss rates are calculated for each pool using the Company’s historical net charge-offs (combined charge-offs and recoveries by observable historical reporting period) and outstanding loan balances during a lookback period. Lookback periods can be different based on the individual pool and reflect 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.
14
In addition, the Company is required to record an allowance for off balance sheet credit exposures, including unfunded lines of credit, undisbursed portions of loans, written residential and commercial loan 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, 2024 and December 31, 2023 were as follows:
September 30,
December 31,
2024
2023
(In Thousands)
One- to four-family residential construction
$
27,643
$
29,628
Subdivision construction
20,077
23,359
Land development
39,023
48,015
Commercial construction
334,299
703,407
Owner occupied one- to four-family residential
716,572
769,260
Non-owner occupied one- to four-family residential
121,834
121,275
Commercial real estate
1,546,005
1,521,032
Other residential (multi-family)
1,569,879
942,071
Commercial business
227,037
318,050
Industrial revenue bonds
11,632
12,047
Consumer auto
25,870
28,343
Consumer other
27,353
28,978
Home equity lines of credit
114,729
115,883
4,781,953
4,661,348
Allowance for credit losses
( 64,915 )
( 64,670 )
Deferred loan fees and gains, net
( 5,762 )
( 7,058 )
$
4,711,276
$
4,589,620
Weighted average interest rate
6.30
%
6.25
%
15
The following tables present the classes of loans by aging as of the dates indicated.
September 30, 2024
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
$
—
$
—
$
—
$
—
$
27,643
$
27,643
$
—
Subdivision construction
—
—
—
—
20,077
20,077
—
Land development
—
—
553
553
38,470
39,023
—
Commercial construction
—
—
—
—
334,299
334,299
—
Owner occupied one- to four-family residential
143
61
68
272
716,300
716,572
—
Non-owner occupied one- to four-family residential
636
—
525
1,161
120,673
121,834
—
Commercial real estate
—
—
6,102
6,102
1,539,903
1,546,005
—
Other residential (multi-family)
—
—
—
—
1,569,879
1,569,879
—
Commercial business
—
—
139
139
226,898
227,037
—
Industrial revenue bonds
—
—
—
—
11,632
11,632
—
Consumer auto
18
4
12
34
25,836
25,870
—
Consumer other
105
20
84
209
27,144
27,353
—
Home equity lines of credit
1,613
—
—
1,613
113,116
114,729
—
Total
$
2,515
$
85
$
7,483
$
10,083
$
4,771,870
$
4,781,953
$
—
December 31, 2023
Total Loans
Over 90
Total
> 90 Days Past
30-59 Days
60-89 Days
Days
Total Past
Loans
Due and
Past Due
Past Due
Past Due
Due
Current
Receivable
Still Accruing
(In Thousands)
One- to four-family residential construction
$
—
$
—
$
—
$
—
$
29,628
$
29,628
$
—
Subdivision construction
—
—
—
—
23,359
23,359
—
Land development
—
—
384
384
47,631
48,015
—
Commercial construction
—
—
—
—
703,407
703,407
—
Owner occupied one- to four-family residential
2,778
125
722
3,625
765,635
769,260
—
Non-owner occupied one- to four-family residential
—
—
—
—
121,275
121,275
—
Commercial real estate
187
92
10,552
10,831
1,510,201
1,521,032
—
Other residential (multi-family)
9,572
—
—
9,572
932,499
942,071
—
Commercial business
—
—
31
31
318,019
318,050
—
Industrial revenue bonds
—
—
—
—
12,047
12,047
—
Consumer auto
116
65
8
189
28,154
28,343
—
Consumer other
137
—
42
179
28,799
28,978
—
Home equity lines of credit
335
26
9
370
115,513
115,883
—
Total
$
13,125
$
308
$
11,748
$
25,181
$
4,636,167
$
4,661,348
$
—
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.
16
Nonaccruing loans are summarized as follows:
September 30,
December 31,
2024
2023
(In Thousands)
One- to four-family residential construction
$
—
$
—
Subdivision construction
—
—
Land development
553
384
Commercial construction
—
—
Owner occupied one- to four-family residential
68
722
Non-owner occupied one- to four-family residential
525
—
Commercial real estate
6,102
10,552
Other residential (multi-family)
—
—
Commercial business
139
31
Industrial revenue bonds
—
—
Consumer auto
12
8
Consumer other
84
42
Home equity lines of credit
—
9
Total nonaccruing loans
$
7,483
$
11,748
No interest income was recorded on nonaccrual loans for the three or nine months ended September 30, 2024 and 2023, respectively.
Nonaccrual loans for which there is no related allowance for credit losses as of September 30, 2024 and December 31, 2023, had an amortized cost of $ 6.7 million and $ 792,000 , respectively. 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 tables present the activity in the allowance for credit losses by portfolio segment for the three and nine months ended September 30, 2024 and 2023. During the three months ended September 30, 2024, the Company recorded provision expense of $ 1.2 million on its portfolio of outstanding loans and during the nine months ended September 30, 2024, recorded provision expense of $ 1.7 million on its portfolio of outstanding loans. During the three months ended September 30, 2023, the Company did no t record a provision expense on its portfolio of outstanding loans and during the nine months ended September 30, 2023, recorded provision expense of $ 1.5 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, July 1, 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, July 1, 2024
$
9,678
$
13,886
$
29,469
$
2,841
$
5,677
$
3,704
$
65,255
Provision (credit) charged to expense
( 463 )
1,708
633
( 106 )
( 930 )
358
1,200
Losses charged off
—
—
( 1,235 )
—
( 164 )
( 332 )
( 1,731 )
Recoveries
4
—
—
—
17
170
191
Balance, September 30, 2024
$
9,219
$
15,594
$
28,867
$
2,735
$
4,600
$
3,900
$
64,915
17
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, 2024
$
9,820
$
13,370
$
28,171
$
2,844
$
6,935
$
3,530
$
64,670
Provision (credit) charged to expense
( 570 )
2,224
1,931
( 202 )
( 2,526 )
843
1,700
Losses charged off
( 65 )
—
( 1,235 )
( 101 )
( 195 )
( 1,111 )
( 2,707 )
Recoveries
34
—
—
194
386
638
1,252
Balance, September 30, 2024
$
9,219
$
15,594
$
28,867
$
2,735
$
4,600
$
3,900
$
64,915
The following tables present the activity in the allowance for unfunded commitments by portfolio segment for the three and nine months ended September 30, 2024 and 2023. The provision for losses on unfunded commitments for the three months ended September 30, 2024 was a credit (negative expense) of $ 63,000 , compared to a credit (negative expense) of $ 1.2 million for the three months ended September 30, 2023. The provision for losses on unfunded commitments for the nine months ended September 30, 2024 was a credit (negative expense) of $ 540,000 , compared to a credit (negative expense) of $ 3.6 million for the nine months ended September 30, 2023.
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, July 1, 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, July 1, 2024
$
673
$
3,346
$
646
$
550
$
1,343
$
452
$
7,010
Provision (credit) charged to expense
( 262 )
( 543 )
( 19 )
( 57 )
801
17
( 63 )
Balance, September 30, 2024
$
411
$
2,803
$
627
$
493
$
2,144
$
469
$
6,947
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, 2024
$
706
$
4,006
$
619
$
741
$
959
$
456
$
7,487
Provision (credit) charged to expense
( 295 )
( 1,203 )
8
( 248 )
1,185
13
( 540 )
Balance, September 30, 2024
$
411
$
2,803
$
627
$
493
$
2,144
$
469
$
6,947
18
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 (multi-family) class.
● The commercial real estate segment includes the commercial real estate and industrial revenue bonds classes.
● The commercial construction segment includes the land development and commercial construction classes.
● The commercial business segment corresponds to the commercial business class.
● The consumer segment includes the consumer auto, consumer other and home equity lines of credit classes.
The following table presents the amortized cost basis of collateral-dependent loans by class of loans:
September 30, 2024
December 31, 2023
Principal
Specific
Principal
Specific
Balance
Allowance
Balance
Allowance
(In Thousands)
One- to four-family residential construction
$
—
$
—
$
—
$
—
Subdivision construction
—
—
—
—
Land development
553
—
384
—
Commercial construction
—
—
—
—
Owner occupied one- to four- family residential
306
8
691
29
Non-owner occupied one- to four-family residential
525
265
—
—
Commercial real estate
10,274
—
10,548
1,200
Other residential (multi-family)
—
—
7,162
—
Commercial business
330
191
—
—
Industrial revenue bonds
—
—
—
—
Consumer auto
—
—
—
—
Consumer other
—
—
—
—
Home equity lines of credit
598
—
—
—
Total
$
12,586
$
464
$
18,785
$
1,229
Modified Loans. 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 (TDR) 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 disclosure requirements and introduces new disclosure requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. Adoption of this ASU on January 1, 2023 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 TDR disclosures, replaced by additional disclosures on the types of modifications of loans to borrowers experiencing financial difficulties. The Company has adopted this update prospectively. Loan modifications are reported if concessions have been granted to borrowers that are experiencing financial difficulty.
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 charge 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 nonaccrual 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 estimated sales costs.
19
The following tables show, as of the dates indicated, the composition of modifications made to loans to borrowers experiencing financial difficulty, by loan class and type of concession granted. Each of the types of concessions granted comprised 1.0 % or less of their respective loan classes at September 30, 2024. During the three and nine months ended September 30, 2024, principal forgiveness of $ 20,000 and $ 275,000 , respectively, was completed on consumer loans and a land development loan. During the three and nine months ended September 30, 2023, principal forgiveness of $ 13,000 and $ 52,000 , respectively, was completed on consumer loans.
Amortized Cost Basis at September 30, 2024
Interest Rate
Term
Total
Reduction
Extension
Combination
Modifications
(In Thousands)
Construction and land development
$
—
$
—
$
—
$
—
One- to four-family residential
—
—
—
—
Other residential (multi-family)
—
2,720
—
2,720
Commercial real estate
—
75
6,014
6,089
Commercial business
—
—
—
—
Consumer
—
5
—
5
$
—
$
2,800
$
6,014
$
8,814
Amortized Cost Basis at December 31, 2023
Interest Rate
Term
Total
Reduction
Extension
Combination
Modifications
(In Thousands)
Construction and land development
$
—
$
—
$
1,553
$
1,553
One- to four-family residential
—
—
—
—
Other residential (multi-family)
—
2,750
—
2,750
Commercial real estate
—
77
20,365
20,442
Commercial business
—
—
—
—
Consumer
5
7
—
12
$
5
$
2,834
$
21,918
$
24,757
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 tables depict the performance of loans (under modified terms) at September 30, 2024 and at December 31, 2023, respectively:
September 30, 2024
30-89 Days
Over 90 Days
Current
Past Due
Past Due
Total
(In Thousands)
Construction and land development
$
—
$
—
$
—
$
—
One- to four-family residential
—
—
—
—
Other residential (multi-family)
2,720
—
—
2,720
Commercial real estate
75
—
6,014
6,089
Commercial business
—
—
—
—
Consumer
5
—
—
5
$
2,800
$
—
$
6,014
$
8,814
December 31, 2023
30-89 Days
Over 90 Days
Current
Past Due
Past Due
Total
(In Thousands)
Construction and land development
$
1,553
$
—
$
—
$
1,553
One- to four-family residential
—
—
—
—
Other residential (multi-family)
2,750
—
—
2,750
Commercial real estate
12,384
—
8,058
20,442
Commercial business
—
—
—
—
Consumer
12
—
—
12
$
16,699
$
—
$
8,058
$
24,757
20
Loan Risk Ratings . 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 and collateral levels and 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 solid, 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 or the borrower may be a new and/or thinly capitalized company. Some management weakness on the part of the borrower may also exist, the borrower may have somewhat limited access to other financial institutions, and that access may diminish in difficult economic times.
Special Mention loans have weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of repayment prospects or the Bank’s credit position at some future date. This is a transitional grade 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 “nonaccrual” 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 formal quarterly review and continuous 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 tables present a summary of loans by category and risk rating separated by origination and loan class as of September 30, 2024 and December 31, 2023.
Term Loans by Origination Year
Revolving
September 30, 2024
2024 YTD
2023
2022
2021
2020
Prior
Loans
Total
(In Thousands)
One- to four-family residential construction
Satisfactory (1-4)
$
7,079
$
11,566
$
3,710
$
44
$
—
$
—
$
5,244
$
27,643
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
7,079
11,566
3,710
44
—
—
5,244
27,643
Current Period Gross Charge Offs
—
—
—
—
—
—
—
—
Subdivision construction
Satisfactory (1-4)
436
173
809
17,633
30
222
774
20,077
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
436
173
809
17,633
30
222
774
20,077
Current Period Gross Charge Offs
—
—
—
—
—
—
—
—
Construction and land development
Satisfactory (1-4)
13,178
7,455
3,936
5,153
3,092
5,302
354
38,470
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
553
—
—
553
Total
13,178
7,455
3,936
5,153
3,645
5,302
354
39,023
Current Period Gross Charge Offs
—
—
—
—
—
101
—
101
Other construction
Satisfactory (1-4)
41,729
54,931
205,478
32,161
—
—
—
334,299
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
41,729
54,931
205,478
32,161
—
—
—
334,299
Current Period Gross Charge Offs
—
—
—
—
—
—
—
—
One- to four-family residential
Satisfactory (1-4)
27,701
63,194
310,038
180,197
95,828
158,900
459
836,317
Watch (5)
—
—
—
—
145
684
—
829
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
72
306
—
—
882
—
1,260
Total
27,701
63,266
310,344
180,197
95,973
160,466
459
838,406
Current Period Gross Charge Offs
—
49
—
—
—
15
—
64
Other residential (multi-family)
Satisfactory (1-4)
61,801
91,470
497,174
538,574
212,321
162,417
3,402
1,567,159
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
2,720
—
2,720
Classified (7-9)
—
—
—
—
—
—
—
—
Total
61,801
91,470
497,174
538,574
212,321
165,137
3,402
1,569,879
Current Period Gross Charge Offs
—
—
—
—
—
—
—
—
Commercial real estate
Satisfactory (1-4)
49,148
71,127
351,065
225,014
96,327
700,369
34,019
1,527,069
Watch (5)
—
—
—
—
—
8,056
—
8,056
Special Mention (6)
—
—
—
—
—
439
—
439
Classified (7-9)
—
—
—
86
—
10,355
—
10,441
Total
49,148
71,127
351,065
225,100
96,327
719,219
34,019
1,546,005
Current Period Gross Charge Offs
—
—
54
—
—
1,181
—
1,235
Commercial business
Satisfactory (1-4)
14,082
35,041
60,157
21,326
8,218
45,992
45,487
230,303
Watch (5)
—
—
—
—
—
10
—
10
Special Mention (6)
—
—
2,045
3,384
42
—
2,553
8,024
Classified (7-9)
191
—
—
—
2
139
—
332
Total
14,273
35,041
62,202
24,710
8,262
46,141
48,040
238,669
Current Period Gross Charge Offs
—
—
—
4
27
164
—
195
Consumer
Satisfactory (1-4)
14,270
10,844
7,399
3,186
1,393
9,982
119,660
166,734
Watch (5)
—
—
7
16
4
196
109
332
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
2
13
31
6
—
121
713
886
Total
14,272
10,857
7,437
3,208
1,397
10,299
120,482
167,952
Current Period Gross Charge Offs
5
80
96
32
4
855
41
1,113
Combined
Satisfactory (1-4)
229,424
345,801
1,439,766
1,023,288
417,209
1,083,184
209,399
4,748,071
Watch (5)
—
—
7
16
149
8,946
109
9,227
Special Mention (6)
—
—
2,045
3,384
42
3,159
2,553
11,183
Classified (7-9)
193
85
337
92
555
11,497
713
13,472
Total
$
229,617
$
345,886
$
1,442,155
$
1,026,780
$
417,955
$
1,106,786
$
212,774
$
4,781,953
Current Period Gross Charge Offs
$
5
$
129
$
150
$
36
$
31
$
2,316
$
41
$
2,708
22
Term Loans by Origination Year
Revolving
December 31, 2023
2023
2022
2021
2020
2019
Prior
Loans
Total
(In Thousands)
One- to four-family residential construction
Satisfactory (1-4)
$
12,528
$
9,878
$
41
$
—
$
—
$
—
$
7,181
$
29,628
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
12,528
9,878
41
—
—
—
7,181
29,628
Current Period Gross Charge Offs
—
—
—
—
—
—
—
—
Subdivision construction
Satisfactory (1-4)
532
1,022
21,333
43
64
365
—
23,359
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
532
1,022
21,333
43
64
365
—
23,359
Current Period Gross Charge Offs
—
—
—
—
—
—
—
—
Construction and land development
Satisfactory (1-4)
14,860
12,564
5,658
3,682
5,458
4,531
878
47,631
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
384
384
Total
14,860
12,564
5,658
3,682
5,458
4,531
1,262
48,015
Current Period Gross Charge Offs
—
—
—
—
—
—
—
—
Other construction
Satisfactory (1-4)
60,895
422,727
203,918
15,867
—
—
—
703,407
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
60,895
422,727
203,918
15,867
—
—
—
703,407
Current Period Gross Charge Offs
—
—
—
—
—
—
—
—
One- to four-family residential
Satisfactory (1-4)
66,733
330,489
203,781
108,232
60,288
118,570
483
888,576
Watch (5)
—
—
—
—
171
862
46
1,079
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
543
148
—
189
—
880
Total
66,733
330,489
204,324
108,380
60,459
119,621
529
890,535
Current Period Gross Charge Offs
—
—
—
—
—
11
20
31
Other residential (multi-family)
Satisfactory (1-4)
18,795
108,389
391,516
180,916
108,173
111,462
3,335
922,586
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
12,322
—
12,322
Classified (7-9)
—
—
—
—
—
7,163
—
7,163
Total
18,795
108,389
391,516
180,916
108,173
130,947
3,335
942,071
Current Period Gross Charge Offs
—
—
—
—
—
—
—
—
Commercial real estate
Satisfactory (1-4)
53,158
284,738
237,822
103,393
161,680
624,515
35,276
1,500,582
Watch (5)
—
—
—
—
154
5,348
—
5,502
Special Mention (6)
—
—
—
—
—
4,396
—
4,396
Classified (7-9)
—
—
—
—
—
10,552
—
10,552
Total
53,158
284,738
237,822
103,393
161,834
644,811
35,276
1,521,032
Current Period Gross Charge Offs
—
—
—
—
—
—
—
—
Commercial business
Satisfactory (1-4)
58,551
92,224
30,361
15,371
10,043
55,044
57,177
318,771
Watch (5)
—
—
—
—
—
1,369
—
1,369
Special Mention (6)
—
1,186
3,840
—
—
—
4,900
9,926
Classified (7-9)
—
—
4
27
—
—
—
31
Total
58,551
93,410
34,205
15,398
10,043
56,413
62,077
330,097
Current Period Gross Charge Offs
—
7
—
—
—
1,030
—
1,037
Consumer
Satisfactory (1-4)
16,629
12,010
6,163
2,811
828
12,089
122,166
172,696
Watch (5)
—
3
21
6
3
201
154
388
Special Mention (6)
—
—
—
—
—
—
8
8
Classified (7-9)
—
42
12
—
—
49
9
112
Total
16,629
12,055
6,196
2,817
831
12,339
122,337
173,204
Current Period Gross Charge Offs
4
135
24
3
18
1,493
77
1,754
Combined
Satisfactory (1-4)
302,681
1,274,041
1,100,593
430,315
346,534
926,576
226,496
4,607,236
Watch (5)
—
3
21
6
328
7,780
200
8,338
Special Mention (6)
—
1,186
3,840
—
—
16,718
4,908
26,652
Classified (7-9)
—
42
559
175
—
17,953
393
19,122
Total
$
302,681
$
1,275,272
$
1,105,013
$
430,496
$
346,862
$
969,027
$
231,997
$
4,661,348
Current Period Gross Charge Offs
$
4
$
142
$
24
$
3
$
18
$
2,534
$
97
$
2,822
23
NOTE 7: INVESTMENTS IN LIMITED PARTNERSHIPS
Investments in Affordable Housing Partnerships
From time to time, the Company has invested in certain limited partnerships that were formed to develop and operate apartments and single-family houses designed as high-quality affordable housing for lower income tenants throughout Missouri and contiguous states (“Affordable Housing Partnerships”). At September 30, 2024, the Company had 23 such investments, with a net carrying value of $ 101.2 million. At December 31, 2023, the Company had 22 such investments, with a net carrying value of $ 66.3 million. Due to the Company’s inability to exercise any significant influence over any of the investments in Affordable Housing Partnerships, they all are accounted for using the proportional amortization method. Each of the partnerships must meet the regulatory requirements for affordable housing for a minimum 15-year compliance period to fully utilize the tax credits. If the partnerships cease to qualify during the compliance period, the credits may be denied for any period in which the projects are not in compliance and a portion of the credits previously taken may be subject to recapture with interest.
The remaining federal affordable housing tax credits to be utilized through 2034 were $ 108.9 million as of September 30, 2024, assuming no tax credit recapture events occur and all projects currently under construction are completed as planned. Amortization of the investments in partnerships is expected to be approximately $ 98.2 million, assuming all projects currently under construction are completed and funded as planned.
The Company’s usage of federal affordable housing tax credits approximated $ 2.8 million and $ 1.9 million during the three months ended September 30, 2024 and September 30, 2023, respectively. Investment amortization was $ 2.5 million for the three months ended September 30, 2024, compared to $ 1.7 million for the three months ended September 30, 2023.
The Company’s usage of federal affordable housing tax credits approximated $ 8.4 million and $ 5.7 million during the nine months ended September 30, 2024 and September 30, 2023, respectively. Investment amortization was $ 7.6 million for the nine months ended September 30, 2024, compared to $ 5.2 million for the nine months ended September 30, 2023.
Investments in Community Development Entities
From time to time, the Company has invested in certain limited partnerships that were formed to develop and operate business and real estate projects located in low-income communities. At September 30, 2024, the Company had one such investment, with a net carrying value of $ 224,000 . At December 31, 2023, the Company had one such investment, with a net carrying value of $ 361,000 . Due to the Company’s inability to exercise any significant influence over any of the investments in qualified Community Development Entities, they are all accounted for using the proportional amortization method. Each of the partnerships provides federal New Market Tax Credits over a seven-year credit allowance period. In each of the first three years, credits totaling five percent of the original investment are allowed on the credit allowance dates, and for the final four years, credits totaling six percent of the original investment are allowed on the credit allowance dates. Each of the partnerships must be invested in a qualified Community Development Entity on each of the credit allowance dates during the seven-year period to utilize the tax credits. If the Community Development Entities cease to qualify during the seven-year period, the credits may be denied for any credit allowance date and a portion of the credits previously taken may be subject to recapture with interest. The investments in the Community Development Entities cannot be redeemed before the end of the seven-year period.
The Company’s usage of federal New Market Tax Credits approximated $ 30,000 and $ 25,000 during the three months ended September 30, 2024 and 2023, respectively. Investment amortization amounted to $ 25,000 and $ 21,000 for the three months ended September 30, 2024 and 2023, respectively. The Company’s usage of federal New Market Tax Credits approximated $ 90,000 and $ 75,000 during the nine months ended September 30, 2024 and 2023, respectively. Investment amortization amounted to $ 50,000 and $ 62,000 for the nine months ended September 30, 2024 and 2023, respectively. Upon adoption of ASU 2023-02 on January 1, 2024, the Company recorded a reduction in the investment in these New Market Tax Credits, with a corresponding reduction in retained earnings, of $ 62,000 .
Investments in Limited Partnerships for Federal Rehabilitation/Historic Tax Credits
From time to time, the Company has invested in certain limited partnerships that were formed to provide certain federal rehabilitation/historic tax credits. At September 30, 2024, the Company had one such investment, with a net carrying value of $ 64,000 . At December 31, 2023, the Company had one such investment, with a net carrying value of $ 415,000 . Under prior tax law, the Company utilized these credits in their entirety in the year the project was placed in service and the impact to the Consolidated Statements of Income was not material. Currently, such partnerships provide federal rehabilitation/historic tax credits over a five-year credit allowance period.
24
The Company’s usage of certain federal rehabilitation/historic tax credits approximated $ 76,000 and $ 64,000 during the three months ended September 30, 2024 and 2023, respectively. Investment amortization amounted to $ 64,000 and $ 53,000 for the three months ended September 30, 2024 and 2023, respectively. The Company’s usage of certain federal rehabilitation/historic tax credits approximated $ 228,000 and $ 193,000 during the nine months ended September 30, 2024 and 2023, respectively. Investment amortization amounted to $ 191,000 and $ 160,000 for the nine months ended September 30, 2024 and 2023, respectively. Upon adoption of ASU 2023-02 on January 1, 2024, the Company recorded a reduction in the investment in these Rehabilitation/Historic Tax Credits, with a corresponding reduction in retained earnings, of $ 161,000 .
Investments in Limited Partnerships for State Tax Credits
From time to time, the Company has invested in certain limited partnerships that were formed to provide certain state tax credits. The Company has primarily syndicated these tax credits and the impact to the Consolidated Statements of Income has not been material.
NOTE 8: OTHER REAL ESTATE OWNED AND REPOSSESSIONS
Major classifications of other real estate owned were as follows:
September 30,
December 31,
2024
2023
(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
230
—
Commercial business
—
—
Consumer
33
23
Total foreclosed assets held for sale and repossessions
263
23
Other real estate owned not acquired through foreclosure
—
—
Other real estate owned and repossessions
$
263
$
23
At September 30, 2024 and December 31, 2023, no residential mortgage loans were in the process of foreclosure.
Expenses applicable to other real estate owned and repossessions included the following:
Three Months Ended
September 30,
2024
2023
(In Thousands)
Net (gains) on sales of other real estate owned and repossessions
$
( 459 )
$
( 22 )
Valuation write-downs
—
—
Operating expenses, net of rental income
( 77 )
84
$
( 536 )
$
62
Nine Months Ended
September 30,
2024
2023
(In Thousands)
Net (gains) on sales of other real estate owned and repossessions
$
( 491 )
$
( 41 )
Valuation write-downs
—
82
Operating expenses, net of rental income
301
222
$
( 190 )
$
263
25
NOTE 9: PREMISES AND EQUIPMENT
Major classifications of premises and equipment, stated at cost, were as follows:
September 30,
December 31,
2024
2023
(In Thousands)
Land
$
39,269
$
39,617
Buildings and improvements
107,358
107,602
Furniture, fixtures and equipment
69,403
70,162
Operating leases right of use asset
6,650
6,621
222,680
224,002
Less: accumulated depreciation
89,369
85,411
$
133,311
$
138,591
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, 2024, the lease right of use asset value was $6.6 million and the corresponding lease liability was $ 6.9 million. As of December 31, 2023, the lease right of use asset value was $ 6.6 million and the corresponding lease liability was $ 6.9 million. At September 30, 2024, expected lease terms ranged from 2.8 years to 14.2 years with a weighted-average lease term of 7.1 years. The weighted-average discount rate at September 30, 2024 was 4.03 %.
For the three months ended September 30, 2024 and 2023, lease expense was $ 408,000 and $ 446,000 , respectively. For the nine months ended September 30, 2024 and 2023, lease expense was $ 1.3 million and $ 1.3 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. The total lease expense related to ATMs for the three months ended September 30, 2024 and 2023 was $ 87,000 and $ 84,000 , respectively. The total lease expense related to ATMs for the nine months ended September 30, 2024 and 2023 was $ 258,000 and $ 234,000 , 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, 2024 and 2023, income recognized from these lease agreements was $ 303,000 and $ 326,000 , respectively, and was included in occupancy and equipment expense. In the nine months ended September 30, 2024 and 2023, income recognized from these lease agreements was $ 984,000 and $ 975,000 , respectively, and was included in occupancy and equipment expense.
September 30, 2024
December 31, 2023
(In Thousands)
Statement of Financial Condition
Operating leases right of use asset
$
6,650
$
6,621
Operating leases liability
$
6,878
$
6,870
For the Three Months Ended
September 30, 2024
September 30, 2023
(In Thousands)
Statement of Income
Operating lease costs classified as occupancy and equipment expense (includes short-term lease costs and amortization of right of use asset)
$
408
$
446
Supplemental Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
404
$
439
Right of use assets obtained in exchange for lease obligations:
Operating leases
—
—
26
For the Nine Months Ended
September 30, 2024
September 30, 2023
(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)
$
1,303
$
1,289
Supplemental Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
1,282
$
1,234
Right of use assets obtained in exchange for lease obligations:
Operating leases
814
296
At September 30, 2024, future expected lease payments for leases with terms exceeding one year were as follows (In Thousands):
2024
$
382
2025
1,313
2026
1,338
2027
1,289
2028
1,019
2029
663
Thereafter
1,988
Future lease payments expected
7,992
Less: interest portion of lease payments
( 1,114 )
Lease liability
$
6,878
NOTE 10: DEPOSITS
Weighted Average
September 30,
December 31,
Interest Rate
2024
2023
(In Thousands, Except Interest Rates)
Non-interest-bearing accounts
—
$
856,727
$
895,496
Interest-bearing checking and savings accounts
1.62 % and 1.67 %
2,236,140
2,216,482
3,092,867
3,111,978
Certificate accounts
0.00 % - 0.99 %
58,853
86,831
1.00 % - 1.99 %
65,675
22,485
2.00 % - 2.99 %
8,557
44,354
3.00 % - 3.99 %
74,442
46,304
4.00 % - 4.99 %
584,425
739,645
5.00 % and above
2,255
8,583
794,207
948,202
Brokered deposits
4.91 % and 5.20 %
810,386
661,528
810,386
661,528
$
4,697,460
$
4,721,708
27
The Bank utilizes brokered deposits as an additional funding source. The aggregate amount of brokered deposits was approximately $ 810.4 million and $ 661.5 million at September 30, 2024 and December 31, 2023, respectively. At September 30, 2024 and December 31, 2023, brokered deposits included $ 300.0 million 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, 2024, there were brokered deposits totaling $ 185.0 million that had fixed rates of interest but were callable at the Bank’s discretion. At September 30, 2024, approximately 32 % 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 14 % of the Company’s total deposits were uninsured at September 30, 2024.
NOTE 11: ADVANCES FROM FEDERAL HOME LOAN BANK
At September 30, 2024 and December 31, 2023, there were no outstanding term advances from the Federal Home Loan Bank of Des Moines. At September 30, 2024 and December 31, 2023, there were outstanding overnight borrowings from the Federal Home Loan Bank of Des Moines, which are included in Note 12 below.
NOTE 12: SECURITIES SOLD UNDER REVERSE REPURCHASE AGREEMENTS AND SHORT-TERM BORROWINGS
September 30,
December 31,
2024
2023
(In Thousands)
Notes payable – Community Development Equity Funds
$
1,246
$
1,610
Securities sold under reverse repurchase agreements
75,829
70,843
Short-term borrowings from Federal Reserve Bank
180,000
—
Overnight borrowings from the Federal Home Loan Bank
261,000
251,000
$
518,075
$
323,453
Short-term borrowings from the Federal Reserve Bank at September 30, 2024, were part of the Federal Reserve Bank’s Bank Term Funding Program (BTFP). The BTFP borrowing, which matures in January 2025 and has a fixed interest rate of 4.83 %, may be repaid in full or in part without penalty prior to its stated maturity date. The line is secured primarily by the Bank’s held-to-maturity investment securities, with assets pledged totaling approximately $ 189.5 million as of September 30, 2024.
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 held by the Bank during the agreement period. All agreements are written on a term of one month or less.
The following table reflects the Company’s securities sold under reverse repurchase agreements, by collateral type. These securities contractually mature daily.
September 30, 2024
December 31, 2023
(In Thousands)
Mortgage-backed securities – GNMA, FNMA, FHLMC
$
75,829
$
70,843
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 during the three months ended September 30, 2024 and 2023, totaled $ 74,000 and $ 74,000 , respectively. Amortization of the debt issuance costs during the nine months ended September 30, 2024 and 2023, totaled $ 223,000 and $ 223,000 , respectively. Amortization of the debt issuance costs is included in interest expense on subordinated notes in the consolidated statements of income, resulting in an imputed interest rate of 5.91 %.
28
At September 30, 2024 and December 31, 2023, subordinated notes were as follows:
September 30, 2024
December 31, 2023
(In Thousands)
Subordinated notes
$
75,000
$
75,000
Less: unamortized debt issuance costs
198
421
$
74,802
$
74,579
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,
2024
2023
Tax at statutory rate
21.0
%
21.0
%
Nontaxable interest and dividends
( 0.4 )
( 0.5 )
Tax credits
( 4.1 )
( 2.8 )
State taxes
1.3
2.5
Other
0.2
1.3
18.0
%
21.5
%
Nine Months Ended September 30,
2024
2023
Tax at statutory rate
21.0
%
21.0
%
Nontaxable interest and dividends
( 0.5 )
( 0.5 )
Tax credits
( 4.3 )
( 2.5 )
State taxes
1.8
1.9
Other
0.5
0.9
18.5
%
20.8
%
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, 2019 are now closed. In addition, there are no pending audits by any state jurisdiction at September 30, 2024.
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 previously filed a motion for summary decision with the MAHC and, on January 26, 2024, the MAHC granted the motion in favor of the Company, upholding the Company’s position related to the exclusion of certain income from the calculation of Missouri income tax. In February 2024, the Missouri Department of Revenue confirmed to the Company in writing that it would not exercise its right to appeal the decision to the Missouri State Supreme Court.
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.
29
● Other observable inputs (Level 2): Inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity including quoted prices for similar assets, quoted prices for securities in inactive markets and inputs derived principally from or corroborated by observable market data by correlation or other means.
● Significant unobservable inputs (Level 3): Inputs that reflect assumptions of a source independent of the reporting entity or the reporting entity’s own assumptions that are supported by little or no market activity or observable inputs.
Financial instruments are broken down by recurring or nonrecurring measurement status. Recurring assets are initially measured at fair value and are required to be remeasured at fair value in the financial statements at each reporting date. Assets measured on a nonrecurring basis are assets that, due to an event or circumstance, were required to be remeasured at fair value after initial recognition in the financial statements at some time during the reporting period.
The Company considers transfers between the levels of the hierarchy to be recognized at the end of related reporting periods.
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, 2024 and December 31, 2023:
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, 2024
Available-for-sale securities
Agency mortgage-backed securities
$
326,105
$
—
$
326,105
$
—
Agency collateralized mortgage obligations
119,662
—
119,662
—
States and political subdivisions securities
57,591
—
57,591
—
Small Business Administration securities
61,867
—
61,867
—
Interest rate derivative asset
6,313
—
6,313
—
Interest rate derivative liability
( 14,784 )
—
( 14,784 )
—
December 31, 2023
Available-for-sale securities
Agency mortgage-backed securities
$
280,231
$
—
$
280,231
$
—
Agency collateralized mortgage obligations
75,946
—
75,946
—
States and political subdivisions securities
58,137
—
58,137
—
Small Business Administration securities
63,893
—
63,893
—
Interest rate derivative asset
8,205
—
8,205
—
Interest rate derivative liability
( 25,336 )
—
( 25,336 )
—
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, 2024 and December 31, 2023 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, 2024. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.
30
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, 2024 or December 31, 2023.
Interest Rate Derivatives. The fair value is estimated using forward-looking interest rate curves and is determined using observable market rates and, therefore, are classified within Level 2 of the valuation hierarchy.
Nonrecurring Measurements
The following table presents the measurements of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the measurements fell at September 30, 2024 and December 31, 2023:
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, 2024
Collateral-dependent loans
$
6,419
$
—
$
—
$
6,419
December 31, 2023
Collateral-dependent loans
$
7,372
$
—
$
—
$
7,372
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, 2024 and December 31, 2023, 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 are shown in the table above (net of reserves) at September 30, 2024 and December 31, 2023.
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. There were no foreclosed assets held for sale at September 30, 2024 or December 31, 2023 which had valuation write-downs subsequent to the initial recording of the assets.
31
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.
Loans and Interest Receivable. The fair value of loans is estimated on an exit price basis incorporating contractual cash flows, prepayment discount spreads, credit loss and liquidity premiums. Loans with similar characteristics are 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 based on 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.
32
The following table presents estimated fair values of the Company’s financial instruments not recorded at fair value in the financial statements. The fair values of certain of these instruments were calculated by discounting expected cash flows, which method involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate.
September 30, 2024
December 31, 2023
Carrying
Fair
Hierarchy
Carrying
Fair
Hierarchy
Amount
Value
Level
Amount
Value
Level
(In Thousands)
Financial assets
Cash and cash equivalents
$
208,365
$
208,365
1
$
211,333
$
211,333
1
Held-to-maturity securities
189,257
170,042
2
195,023
171,193
2
Mortgage loans held for sale
9,959
9,959
2
5,849
5,849
2
Loans, net of allowance for credit losses
4,711,276
4,548,245
3
4,589,620
4,402,314
3
Interest receivable
22,262
22,262
3
21,206
21,206
3
Investment in FHLBank stock and other assets
17,912
17,912
3
26,313
26,313
3
Financial liabilities
Deposits
4,697,460
4,694,052
3
4,721,708
4,714,624
3
Short-term borrowings
518,075
518,075
3
323,453
323,453
3
Subordinated debentures
25,774
25,774
3
25,774
25,774
3
Subordinated notes
74,802
73,688
2
74,579
71,625
2
Interest payable
12,002
12,002
3
6,225
6,225
3
Unrecognized financial instruments (net of contractual value)
Commitments to originate loans
—
—
3
—
—
3
Letters of credit
71
71
3
78
78
3
Lines of credit
—
—
3
—
—
3
NOTE 16: DERIVATIVES AND HEDGING ACTIVITIES
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its assets and liabilities. In the normal course of business, the Company may use derivative financial instruments (primarily interest rate swaps) from time to time to assist in its interest rate risk management. The Company has interest rate derivatives that result from a service provided to certain qualifying loan customers that are not used to manage interest rate risk in the Company’s assets or liabilities and are not designated in a qualifying hedging relationship. The Company manages a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions. In addition, the Company has interest rate derivatives that have been designated in a qualified hedging relationship.
Nondesignated Hedges
The Company has interest rate swaps that are not designated in a qualifying hedging relationship. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain loan customers. 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.
33
At September 30, 2024, the Company had four interest rate swaps totaling $ 68.0 million in notional amount with commercial customers, and four interest rate swaps with the same aggregate notional amount with third parties related to its program. In addition, the Company has one participation loan purchased totaling $ 8.5 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, 2023, the Company had six interest rate swaps totaling $ 82.2 million in notional amount with commercial customers, and six interest rate swaps with the same notional amount with third parties related to its program. In addition, at December 31, 2023, the Company had one participation loan purchased totaling $ 8.6 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. During the three months ended September 30, 2024 and 2023, the Company recognized net losses of $ 37,000 and net gains of $ 55,000 , respectively, in non-interest income related to changes in the fair value of these swaps. During the nine months ended September 30, 2024 and 2023, the Company recognized net losses of $ 57,000 and net losses of $ 234,000 , 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 received a fixed rate of interest of 4.65 % and paid a floating rate of interest equal to USD-SOFR-COMPOUND plus a spread. The floating rate reset monthly and net settlements of interest due to/from the counterparty occurred monthly. To the extent that the fixed rate of interest exceeded USD-SOFR-COMPOUND plus the spread, the Company received net interest settlements, which were recorded as a reduction of deposit interest expense. If USD-SOFR-COMPOUND plus the spread exceeded the fixed rate of interest, the Company was required to pay net settlements to the counterparty and record those net payments as interest expense on deposits.
In January 2024, the Company elected to terminate these swaps prior to their contractual termination date in 2025. The Company received a net settlement payment from the swap counterparty totaling $ 26,500 upon termination. At the time of the early termination, the Company recorded a market value adjustment to the brokered deposits of $ 163,000 , which is being amortized as a reduction of interest expense from January 2024 through February 2025.
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, was reflected in the Company’s stockholders’ equity as part of Accumulated Other Comprehensive Income (AOCI) and a portion of it is being 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, 2024, 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. The Company recorded $ 2.0 million of interest income related to this terminated swap in each of the three-month periods ended September 30, 2024 and 2023. The Company recorded $ 6.1 million of interest income related to the swap in each of the nine-month periods ended September 30, 2024 and 2023.
34
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 was $ 300 million, with a termination date of March 1, 2024. Under the terms of the swap, the Company received a fixed rate of interest of 1.6725 % and paid a floating rate of interest equal to one-month USD-LIBOR (or the equivalent replacement USD-SOFR rate once the USD-LIBOR rate ceased to be available). The floating rate reset monthly and net settlements of interest due to/from the counterparty also occurred monthly. To the extent the floating rate of interest 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. If the fixed rate of interest exceeded the floating rate of interest, the Company received net interest settlements, which were recorded as loan interest income. As this interest rate swap reached its contractual termination date of March 1, 2024, there has been no further interest income impact related to this swap after the three months ended March 31, 2024. The Company recorded a reduction of loan interest income related to this swap transaction of $ 1.9 million in the nine months ended September 30, 2024. The Company recorded a reduction of loan interest income related to this swap transaction of $ 2.8 million and $ 7.5 million, respectively, in the three and nine months ended September 30, 2023.
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, 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, 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 resets 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, 2024, the USD-Prime rate was 8.00 % and the one-month USD-SOFR OIS rate was 5.16334 %. The Company recorded a reduction of loan interest income related to these swap transactions of $ 2.7 million in both the three months ended September 30, 2024 and the three months ended September 30, 2023. The Company recorded a reduction of loan interest income related to these swap transactions totaling $ 8.3 million and $ 4.4 million, respectively, in the nine months ended September 30, 2024 and 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, 2024 and 2023, the Company recognized no non-interest income related to changes in the fair value of these derivatives.
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
2024
2023
(In Thousands)
Derivatives designated as hedging instruments
Active interest rate swaps
Accrued expenses and other liabilities
$
8,551
$
17,296
Total derivatives designated as hedging instruments
$
8,551
$
17,296
Derivatives not designated as hedging instruments
Asset Derivatives
Interest rate products
Prepaid expenses and other assets
$
6,313
$
8,205
Total derivatives not designated as hedging instruments
$
6,313
$
8,205
Liability Derivatives
Interest rate products
Accrued expenses and other liabilities
$
6,233
$
8,040
Total derivatives not designated as hedging instruments
$
6,233
$
8,040
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The following table presents the effect of cash flow hedge accounting through AOCI on the statements of comprehensive income:
Amount of Gain (Loss)
Recognized in AOCI
Three Months Ended September 30,
Cash Flow Hedges
2024
2023
(In Thousands)
Terminated interest rate swap, net of income taxes
$
( 1,580 )
$
( 1,580 )
Active interest rate swaps, net of income taxes
9,571
( 2,547 )
$
7,991
$
( 4,127 )
Amount of Gain (Loss)
Recognized in AOCI
Nine Months Ended September 30,
Cash Flow Hedges
2024
2023
(In Thousands)
Terminated interest rate swap, net of income taxes
$
( 4,706 )
$
( 4,688 )
Active interest rate swaps, net of income taxes
6,595
( 2,323 )
$
1,889
$
( 7,011 )
The following table presents the effect of cash flow hedge accounting on the statements of income:
Three Months Ended September 30,
Cash Flow Hedges
2024
2023
Interest
Interest
Interest
Interest
Income
Expense
Income
Expense
(In Thousands)
Total Interest Income
$
83,796
$
—
$
75,272
$
—
Total Interest Expense
—
35,821
—
28,534
$
83,796
$
35,821
$
75,272
$
28,534
Terminated interest rate swap
$
2,047
$
—
$
2,047
$
—
Active interest rate swaps
( 2,743 )
—
( 5,545 )
—
$
( 696 )
$
—
$
( 3,498 )
$
—
Nine Months Ended September 30,
Cash Flow Hedges
2024
2023
Interest
Interest
Interest
Interest
Income
Expense
Income
Expense
(In Thousands)
Total Interest Income
$
242,113
$
—
$
220,353
$
—
Total Interest Expense
—
102,504
—
72,285
$
242,113
$
102,504
$
220,353
$
72,285
Terminated interest rate swap
$
6,120
$
—
$
6,076
$
—
Active interest rate swaps
( 10,165 )
—
( 11,925 )
—
$
( 4,045 )
$
—
$
( 5,849 )
$
—
36
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, 2024, the termination value of derivatives with our derivative dealer counterparties (related to loan level swaps with commercial lending customers and interest rate swaps 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 $ 80,000 . The Company has minimum collateral posting thresholds with its derivative dealer counterparties. At September 30, 2024, the Company had given cash collateral to one derivative counterparty of $ 2.7 million to cover its net fair value position. This counterparty position included collateral from the counterparty of $ 6.4 million for commercial lending swaps and collateral from the Company of $ 9.4 million for interest rate swaps related to variable rate loans.
At December 31, 2023, the termination value of derivatives with our derivative dealer counterparties (related to loan level swaps with commercial lending customers and interest rate swaps 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 $ 137,000 . The Company has minimum collateral posting thresholds with its derivative dealer counterparties. At December 31, 2023, the Company had given cash collateral to one derivative counterparty of $ 11.6 million to cover its net fair value position. This counterparty position included collateral from the counterparty of $ 8.2 million for commercial lending swaps, collateral from the Company of $ 19.2 million for interest rate swaps related to variable rate loans and collateral from the Company of $ 44,000 for swaps related to brokered deposits.
If the Company had breached any of these provisions at September 30, 2024 or December 31, 2023, 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.