Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HBT FINANCIAL, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 49 )
91
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets
92
Consolidated Statements of Income
93
Consolidated Statements of Comprehensive Income
94
Consolidated Statements of Changes in Stockholders’ Equity
95
Consolidated Statements of Cash Flows
96
Notes to Consolidated Financial Statements
98
90
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors
HBT Financial, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of HBT Financial, Inc. and its subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ RSM US LLP
We have served as the Company's auditor since 2017.
Chicago, Illinois
March 11, 2022
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HBT FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
December 31,
December 31,
2021
2020
ASSETS
Cash and due from banks
$
23,387
$
24,912
Interest-bearing deposits with banks
385,881
287,539
Cash and cash equivalents
409,268
312,451
Interest-bearing time deposits with banks
490
—
Debt securities available-for-sale, at fair value
942,168
922,869
Debt securities held-to-maturity (fair value of $ 336,027 in 2021 and $ 72,441 in 2020)
336,185
68,395
Equity securities with readily determinable fair value
3,443
3,292
Equity securities with no readily determinable fair value
1,927
1,552
Restricted stock, at cost
2,739
2,498
Loans held for sale
4,942
14,713
Loans, before allowance for loan losses
2,499,689
2,247,006
Allowance for loan losses
( 23,936 )
( 31,838 )
Loans, net of allowance for loan losses
2,475,753
2,215,168
Bank owned life insurance
7,393
—
Bank premises and equipment, net
52,483
52,904
Bank premises held for sale
1,452
121
Foreclosed assets
3,278
4,168
Goodwill
29,322
23,620
Core deposit intangible assets, net
1,943
2,798
Mortgage servicing rights, at fair value
7,994
5,934
Investments in unconsolidated subsidiaries
1,165
1,165
Accrued interest receivable
14,901
14,255
Other assets
17,408
20,664
Total assets
$
4,314,254
$
3,666,567
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits:
Noninterest-bearing
$
1,087,659
$
882,939
Interest-bearing
2,650,526
2,247,595
Total deposits
3,738,185
3,130,534
Securities sold under agreements to repurchase
61,256
45,736
Subordinated notes
39,316
39,238
Junior subordinated debentures issued to capital trusts
37,714
37,648
Other liabilities
25,902
49,494
Total liabilities
3,902,373
3,302,650
COMMITMENTS AND CONTINGENCIES (Notes 12 and 24)
Stockholders' Equity
Preferred stock, $ 0.01 par value; 25,000,000 shares authorized; none issued or outstanding
—
—
Common stock, $ 0.01 par value; 125,000,000 shares authorized; shares issued of 29,276,547 in 2021 and 27,457,306 in 2020; shares outstanding of 28,986,061 in 2021 and 27,457,306 in 2020
293
275
Surplus
220,891
190,875
Retained earnings
194,132
154,614
Accumulated other comprehensive income
1,471
18,153
Treasury stock at cost, 290,486 shares in 2021 and none in 2020
( 4,906 )
—
Total stockholders’ equity
411,881
363,917
Total liabilities and stockholders’ equity
$
4,314,254
$
3,666,567
See accompanying Notes to Consolidated Financial Statements
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HBT FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
2021
2020
2019
INTEREST AND DIVIDEND INCOME
(dollars in thousands, except per share data)
Loans, including fees:
Taxable
$
103,900
$
102,893
$
117,296
Federally tax exempt
2,384
2,303
2,846
Securities:
Taxable
16,948
13,179
14,854
Federally tax exempt
4,400
4,696
5,728
Interest-bearing deposits in bank
527
938
2,951
Other interest and dividend income
64
56
60
Total interest and dividend income
128,223
124,065
143,735
INTEREST EXPENSE
Deposits
2,472
4,221
7,932
Securities sold under agreements to repurchase
34
48
72
Borrowings
9
2
9
Subordinated notes
1,879
616
—
Junior subordinated debentures issued to capital trusts
1,426
1,573
1,922
Total interest expense
5,820
6,460
9,935
Net interest income
122,403
117,605
133,800
PROVISION FOR LOAN LOSSES
( 8,077 )
10,532
3,404
Net interest income after provision for loan losses
130,480
107,073
130,396
NONINTEREST INCOME
Card income
9,734
8,087
7,765
Service charges on deposit accounts
6,080
5,987
7,870
Wealth management fees
8,384
7,237
6,827
Mortgage servicing
2,825
2,978
3,143
Mortgage servicing rights fair value adjustment
1,690
( 2,584 )
( 2,400 )
Gains on sale of mortgage loans
5,846
8,835
3,092
Gains (losses) on securities
107
33
( 5 )
Gains (losses) on foreclosed assets
310
142
940
Gains (losses) on other assets
( 723 )
( 71 )
1,244
Income on bank owned life insurance
41
—
—
Title insurance activity
—
—
167
Other noninterest income
3,034
3,812
4,108
Total noninterest income
37,328
34,456
32,751
NONINTEREST EXPENSE
Salaries
49,437
50,616
49,003
Employee benefits
6,694
8,045
9,883
Occupancy of bank premises
6,788
6,580
6,867
Furniture and equipment
2,676
2,447
2,813
Data processing
7,329
6,742
5,570
Marketing and customer relations
3,376
3,476
3,873
Amortization of intangible assets
1,054
1,232
1,423
FDIC insurance
1,043
707
198
Loan collection and servicing
1,317
1,755
2,633
Foreclosed assets
908
557
676
Other noninterest expense
10,624
9,799
8,087
Total noninterest expense
91,246
91,956
91,026
INCOME BEFORE INCOME TAX EXPENSE
76,562
49,573
72,121
INCOME TAX EXPENSE
20,291
12,728
5,256
NET INCOME
$
56,271
$
36,845
$
66,865
EARNINGS PER SHARE - BASIC
$
2.02
$
1.34
$
3.33
EARNINGS PER SHARE - DILUTED
$
2.02
$
1.34
$
3.33
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING
27,795,806
27,457,306
20,090,270
UNAUDITED PRO FORMA C CORP EQUIVALENT INFORMATION (Note 1)
Historical income before income tax expense
$
72,121
Pro forma C Corp equivalent income tax expense
18,749
Pro forma C Corp equivalent net income
$
53,372
PRO FORMA C CORP EQUIVALENT EARNINGS PER SHARE - BASIC
$
2.66
PRO FORMA C CORP EQUIVALENT EARNINGS PER SHARE - DILUTED
$
2.66
See accompanying Notes to Consolidated Financial Statements
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HBT FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
2021
2020
2019
(dollars in thousands)
NET INCOME
$
56,271
$
36,845
$
66,865
OTHER COMPREHENSIVE (LOSS) INCOME
Unrealized (losses) gains on debt securities available-for-sale
( 24,798 )
15,272
12,458
Reclassification adjustment for amortization of net unrealized losses on debt securities transferred to held-to-maturity
687
18
( 264 )
Unrealized gains (losses) on derivative instruments
366
( 1,084 )
( 698 )
Reclassification adjustment for net settlements on derivative instruments
412
238
( 87 )
Total other comprehensive (loss) income, before tax
( 23,333 )
14,444
11,409
Income tax (benefit) expense
( 6,651 )
4,123
( 711 )
Total other comprehensive (loss) income
( 16,682 )
10,321
12,120
TOTAL COMPREHENSIVE INCOME
$
39,589
$
47,166
$
78,985
See accompanying Notes to Consolidated Financial Statements
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HBT FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Accumulated
Other
Total
Common Stock
Retained
Comprehensive
Treasury
Stockholders’
Voting
Series A
Surplus
Earnings
Income (Loss)
Stock
Equity
(dollars in thousands, except per share data)
Balance, December 31, 2018
$
3
$
178
$
32,288
$
315,234
$
( 4,288 )
$
( 3,019 )
$
340,396
Net income
—
—
—
66,865
—
—
66,865
Other comprehensive income
—
—
—
—
12,120
—
12,120
Reclassification of undistributed S-Corp earnings
—
—
20,472
( 20,472 )
—
—
—
Issuance of common stock - voting, net of issuance costs ( 9,429,794 shares)
95
—
138,398
—
—
—
138,493
Conversion of common stock - Series A to common stock - Voting
178
( 178 )
—
—
—
—
—
Cancelation of 124,228 shares of treasury stock
( 1 )
—
( 634 )
( 2,384 )
—
3,019
—
Cash dividends ($ 12.48 per share)
—
—
—
( 224,956 )
—
—
( 224,956 )
Balance, December 31, 2019
275
—
190,524
134,287
7,832
—
332,918
Net income
—
—
—
36,845
—
—
36,845
Other comprehensive income
—
—
—
—
10,321
—
10,321
Stock-based compensation
—
—
351
—
—
—
351
Cash dividends and dividend equivalents ($ 0.60 per share)
—
—
—
( 16,518 )
—
—
( 16,518 )
Balance, December 31, 2020
275
—
190,875
154,614
18,153
—
363,917
Net income
—
—
—
56,271
—
—
56,271
Other comprehensive loss
—
—
—
—
( 16,682 )
—
( 16,682 )
Stock-based compensation
—
—
764
—
—
—
764
Issuance of common stock - voting upon vesting of restricted stock units ( 20,225 shares)
—
—
—
—
—
—
—
Issuance of common stock - voting in NXT acquisition ( 1,799,016 shares)
18
—
29,252
—
—
—
29,270
Repurchase of common stock - voting ( 290,486 shares)
—
—
—
—
—
( 4,906 )
( 4,906 )
Cash dividends and dividend equivalents ($ 0.60 per share)
—
—
—
( 16,753 )
—
—
( 16,753 )
Balance, December 31, 2021
$
293
$
—
$
220,891
$
194,132
$
1,471
$
( 4,906 )
$
411,881
See accompanying Notes to Consolidated Financial Statements
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HBT FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
2021
2020
2019
(dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
56,271
$
36,845
$
66,865
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense
3,074
2,941
2,709
Provision for loan losses
( 8,077 )
10,532
3,404
Net amortization of debt securities
7,066
5,045
3,450
Amortization of unrealized gain on dedesignated cash flow hedge
—
( 64 )
( 86 )
Deferred income tax expense
2,908
( 339 )
( 2,695 )
Stock-based compensation
764
351
—
Net accretion of discount and deferred loan fees on loans
( 12,448 )
( 4,902 )
( 3,707 )
Net unrealized gain (loss) on equity securities
( 107 )
( 33 )
5
Net loss (gain) on disposals of bank premises and equipment
33
2
( 29 )
Net gain on sales of bank premises held for sale
—
—
( 448 )
Impairment losses on bank premises held for sale
661
—
37
Net gain on sales of foreclosed assets
( 505 )
( 348 )
( 1,048 )
Write-down of foreclosed assets
195
213
563
Amortization of intangibles
1,054
1,232
1,423
(Increase) decrease in mortgage servicing rights
( 1,690 )
2,584
2,400
Amortization of discount and issuance costs on subordinated notes and debentures
144
92
66
Amortization of premium on Federal Home Loan Bank borrowings
( 105 )
—
—
Mortgage loans originated for sale
( 179,921 )
( 370,112 )
( 150,652 )
Proceeds from sale of mortgage loans
195,538
368,765
152,013
Net gain on sale of mortgage loans
( 5,846 )
( 8,835 )
( 3,092 )
Increase in cash surrender value of bank owned life insurance
( 41 )
—
—
Gain on sale of First Community Title Services, Inc.
—
—
( 498 )
Decrease (increase) in accrued interest receivable
240
( 304 )
1,349
Decrease (increase) in other assets
1,676
( 1,090 )
( 516 )
Decrease (increase) in other liabilities
( 17,784 )
( 11,320 )
17,579
Net cash provided by operating activities
43,100
31,255
89,092
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in interest-bearing time deposits with banks
249
248
—
Proceeds from paydowns, maturities, and calls of debt securities
213,491
222,999
201,472
Purchase of securities
( 513,838 )
( 523,559 )
( 73,117 )
Net increase in loans
( 50,089 )
( 80,278 )
( 17,950 )
Purchase of restricted stock
( 241 )
( 73 )
—
Proceeds from redemption of restricted stock
796
—
294
Purchases of bank premises and equipment
( 1,028 )
( 1,861 )
( 2,107 )
Proceeds from sales of bank premises and equipment
17
1
176
Proceeds from sales of bank premises held for sale
—
—
1,039
Proceeds from sales of foreclosed assets
5,805
2,079
5,460
Capital improvements to foreclosed assets
—
( 6 )
( 41 )
Net cash paid for acquisition of NXT Bancorporation, Inc.
( 4,771 )
—
—
Cash received from sale of First Community Title Services, Inc.
—
—
114
Net cash (used in) provided by investing activities
( 349,609 )
( 380,450 )
115,340
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits
426,065
353,679
( 19,115 )
Net increase (decrease) in repurchase agreements
11,440
1,303
( 1,762 )
Repayment of Federal Home Loan Bank borrowings
( 12,520 )
—
—
Issuance of subordinated notes, net of issuance costs
—
39,211
—
Issuance of common stock, net of issuance costs
—
—
138,493
Repurchase of common stock
( 4,906 )
—
—
Cash dividends and dividend equivalents paid
( 16,753 )
( 16,518 )
( 224,956 )
Net cash provided by (used in) financing activities
403,326
377,675
( 107,340 )
NET INCREASE IN CASH AND CASH EQUIVALENTS
96,817
28,480
97,092
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
312,451
283,971
186,879
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
409,268
$
312,451
$
283,971
See accompanying Notes to Consolidated Financial Statements
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HBT FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
Year Ended December 31,
2021
2020
2019
(dollars in thousands)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest
$
5,928
$
6,441
$
10,010
Cash paid for income taxes
$
20,861
$
17,451
$
880
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES
Transfers of loans to foreclosed assets
$
4,857
$
1,074
$
2,520
Sales of foreclosed assets through loan origination
$
252
$
67
$
2,046
Transfers of bank premises and equipment to bank premises held for sale
$
1,345
$
—
$
—
See accompanying Notes to Consolidated Financial Statements
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
HBT Financial, Inc. (“HBT Financial” or the “Company”) is headquartered in Bloomington, Illinois and is the holding company for Heartland Bank and Trust Company (“Heartland Bank” or the “Bank”). The Bank provides a comprehensive suite of business, commercial, wealth management and retail banking products and services to individuals, businesses, and municipal entities throughout Central and Northeastern Illinois and Eastern Iowa. Additionally, the Company is subject to the regulations of certain federal and state agencies and undergoes periodic examinations by those regulatory agencies.
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and reporting practices applicable to the banking industry. Significant accounting policies are summarized below.
On September 13, 2019, the Company effected a twenty -for-one stock split of its issued and outstanding shares of common stock and its issued and outstanding shares of Series A nonvoting common stock. Accordingly, all share and per share amounts for all periods presented in these financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the stock split.
On October 10, 2019, each share of Series A nonvoting common stock was reclassified and converted into one share of common stock. Additionally, the Company increased the authorized shares to 150,000,000 , of which 125,000,000 shares, par value of $ 0.01 per share, are designated as common stock and 25,000,000 shares, par value of $ 0.01 per share, are designated as preferred stock.
Merger of State Bank of Lincoln into Heartland Bank
On October 20, 2020, Heartland Bank and State Bank of Lincoln, both wholly-owned bank subsidiaries of the Company on that date, entered into a Bank Merger Agreement providing for the merger of State Bank of Lincoln into Heartland Bank. The merger was consummated on December 31, 2020, resulting in Heartland Bank being our sole bank subsidiary, with the branch locations in Lincoln, Illinois operating as “State Bank of Lincoln, a division of Heartland Bank and Trust Company.”
Initial Public Offering
On September 13, 2019, the Company filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (“SEC”). The Registration Statement was declared effective by the SEC on October 10, 2019. The Company issued and sold 9,429,794 shares of common stock at a price of $ 16 per share pursuant to that Registration Statement. Total proceeds received by the Company, net of offering costs, were $ 138,493,000 . The proceeds were used to fund a $ 169,000,000 special dividend, or $ 9.43 per share, to stockholders of record prior to the IPO.
The Company qualifies as an “emerging growth company” as defined by the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, emerging growth companies may also elect to delay adoption of new or revised accounting standards until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards and, therefore, the Company will not be subject to the same new or revised accounting standards as other public companies.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Sale of First Community Title Services, Inc.
On February 15, 2019, the Company consummated an agreement to sell substantially all assets and liabilities of First Community Title Services, Inc. to Illinois Real Estate Title Center, LLC, an Illinois limited liability company, for a combination of cash and an equity interest in Illinois Real Estate Title Center, LLC representing total consideration of approximately $ 498,000 .
Basis of Consolidation
The consolidated financial statements of HBT Financial, Inc. include the accounts of the Company and its wholly owned bank subsidiary, Heartland Bank.
The Company also has five wholly owned subsidiaries, Heartland Bancorp, Inc. Capital Trust B, Heartland Bancorp, Inc. Capital Trust C, Heartland Bancorp, Inc. Capital Trust D, FFBI Capital Trust I, and National Bancorp Statutory Trust I, which, in accordance with GAAP, are not consolidated as more fully described in Note 14.
Significant intercompany transactions and accounts have been eliminated in consolidation.
Unaudited Pro Forma Income Statement Information
Effective October 11, 2019, the Company revoked its S Corporation status and became a taxable entity (C Corporation). As such, any periods prior to October 11, 2019 will only reflect state replacement taxes.
The unaudited pro forma C Corp equivalent income tax expense information gives effect to the income tax expense had the Company been a C Corporation during the year ended December 31, 2019. The unaudited pro forma C Corp equivalent net income information, therefore, includes an adjustment for income tax expense as if the Company had been a C Corporation during the year ended December 31, 2019.
The unaudited pro forma basic and diluted earnings per share information is computed using the unaudited pro forma C Corp equivalent net income and weighted average shares of common stock outstanding. There were no dilutive instruments outstanding during the year ended December 31, 2019; therefore, the unaudited pro forma C Corp equivalent basic and diluted earnings per share amounts are the same.
Use of Estimates
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and the reported results of operations for the periods then ended.
Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for loan losses and fair value of assets acquired and liabilities assumed in business combinations.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Business and Significant Concentrations of Credit Risk
The Company provides several types of loans to individuals, businesses, and municipal entities primarily located in its customer service area. Real estate and commercial loans are principal areas of concentration. The Company also strives to meet the borrowing needs of the consumers in its market areas. Extension of credit is generally limited to the primary trade areas of the Company. Primary deposit products of the Bank are noninterest-bearing and interest-bearing demand accounts, savings accounts, money market accounts, and term certificate of deposit accounts.
Cash and Cash Equivalents
For purposes of reporting consolidated cash flows, cash and cash equivalents include cash on hand and amounts due from banks, all of which have an original maturity within 90 days or less. Cash flows from loans and deposits are reported net.
Interest-Bearing Time Deposits with Banks
Interest-bearing time deposits with banks are carried at cost.
Debt Securities
Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity and are carried at amortized cost. Debt securities not classified as held-to-maturity are classified as available-for-sale. Debt securities available-for-sale are carried at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss). Realized gains and losses on debt securities available-for-sale are included in noninterest income when applicable and reported as a reclassification adjustment in other comprehensive income (loss). Gains and losses on sales of securities are determined using the specific identification method on the trade date. The amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the period to maturity.
Any transfers of debt securities into the held-to-maturity category from the available-for-sale category are made at fair value at the date of transfer. The unrealized holding gain or loss at the date of transfer is retained in accumulated other comprehensive income (loss) and in the carrying value of the held-to-maturity securities. Such amounts are amortized over the period to maturity.
Declines in the fair value of individual securities below their cost that are other-than-temporary result in write-downs of the individual securities to their fair value. The Company monitors the investment security portfolio for impairment on an individual security basis and has a process in place to identify securities that could potentially have a credit impairment that is other-than-temporary. This process involves analyzing the length of time and the extent to which the fair value has been less than the amortized cost basis, the market liquidity for the security, the financial condition and near-term prospects of the issuer, expected cash flows, and the intent of the Company to not sell the security or whether it is more likely than not that the Company will be required to sell the security before its anticipated recovery. A decline in value due to a credit event that is considered other-than-temporary is recorded as a loss in noninterest income.
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Equity Securities
Equity securities with readily determinable fair values are measured at fair value with changes in fair value recognized in gains (losses) on securities on the statements of income.
The Company has elected to measure its equity securities with no readily determinable fair values at their cost minus impairment, if any, plus or minus charges resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
Restricted Stock
Restricted stock, which consists of Federal Home Loan Bank of Chicago (“FHLB”) stock, is carried at cost and evaluated for impairment.
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value. The Company obtains quotes or bids on these loans directly from purchasing financial institutions. Typically, these quotes include a premium on sale and thus quotes typically indicate fair value of the held for sale loans is greater than cost. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income.
Mortgage loans held for sale are generally sold with the mortgage servicing rights retained by the Company. The carrying value of mortgage loans sold is reduced by fair value allocated to the associated mortgage servicing rights. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the carrying value of the related mortgage loans sold.
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs and the allowance for loan losses, deferred loan fees or costs on originated loans, and unamortized premiums or discounts on acquired loans.
Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, as well as premiums and discounts, are deferred and recognized as an adjustment of the related loan yield using the interest method.
The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income if it was accrued during the current year and charged-off against the allowance for loan losses if accrued in a prior year. Amortization of related deferred loan fees or costs is also suspended at this time. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
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Allowance for Loan Losses
The allowance for loan losses (“allowance”) is an estimate of loan losses inherent in the Company’s loan portfolio. The allowance for loan losses represents amounts that have been established to recognize incurred credit losses in the loan portfolio that are both probable and reasonably estimable at the date of the consolidated financial statements. The allowance is established through a provision for loan losses which is charged to expense. Additions to the allowance are expected to maintain the adequacy of the total allowance. Loan losses are charged off against the allowance when the Company determines the loan balance to be uncollectible. Cash received on previously charged off amounts is recorded as a recovery to the allowance.
The allowance consists of two primary components, general reserves and specific reserves related to impaired loans. The general component covers non-impaired loans and is based on historical losses adjusted for qualitative factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent 16 -quarter period. This actual loss experience is adjusted for qualitative factors based on the risks present for each portfolio segment. These qualitative factors include consideration of the following: levels of and trends in delinquencies and impaired loans; levels of and trends in charge-offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations.
These qualitative factors are inherently subjective and are driven by the repayment risk associated with each portfolio segment.
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. The Company reviews the loan portfolio on an ongoing basis to determine whether any loans require classification and impairment testing in accordance with applicable regulations and accounting principles. Loans determined to be impaired are individually evaluated for impairment. When a loan is classified as either substandard or doubtful and in certain other cases, such as troubled debt restructurings, the Company generally measures impairment based on the fair value of the collateral, but also may use the present value of expected future cash flows discounted at the original contractual interest rate, when practical.
Under certain circumstances, the Company will provide borrowers relief through loan restructurings. A restructuring of debt constitutes a troubled debt restructuring (“TDR”) if the Company for economic or legal reasons related to the borrower’s financial difficulties grants a concession to the borrower that it would not otherwise consider. Restructured loans typically present an elevated level of credit risk as the borrowers are not able to perform according to the original contractual terms. TDR concessions can include reduction of interest rates, extension of maturity dates, forgiveness of principal or interest due, or acceptance of other assets in full or partial satisfaction of the debt.
In general, if the Company grants a TDR that involves either the absence of principal amortization or a material extension of an existing loan amortization period in excess of our underwriting standards, the loan will be placed on nonaccrual status. However, if a TDR is well secured by an abundance of collateral and the collectability of both interest and principal is probable, the loan may remain on accrual status. A nonaccrual TDR in full compliance with the payment requirements specified in the loan modification for at least six months may return to accrual status, if the collectability of both principal and interest is probable. All TDRs are individually evaluated for impairment.
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The Company assigns a risk rating to all loans and periodically performs detailed internal reviews of all such loans that are part of relationships with over $ 500,000 in total exposure to identify credit risks and to assess the overall collectability of the portfolio. These risk ratings are also subject to review by the Company’s regulators, external loan review, and internal loan review. During the internal reviews, management monitors and analyzes the financial condition of borrowers and guarantors, trends in the industries in which the borrowers operate and the fair values of collateral securing the loans. The risk rating is reviewed annually, at a minimum, and on an as needed basis depending on the specific circumstances of the loan. These credit quality indicators are used to assign a risk rating to each individual loan. Risk ratings are grouped into four major categories, defined as follows:
Pass : A Pass loan is a credit with no existing or known potential weaknesses deserving of management’s close attention.
Pass-Watch : A Pass-Watch loan is still considered a Pass credit and not a classified or criticized asset, but is a reflection of a borrower who exhibits credit weaknesses or downward trends warranting close attention and increased monitoring. These potential weaknesses may result in deterioration of the repayment prospects for the loan. No loss of principal or interest is expected, and the borrower does not pose sufficient risk to warrant classification.
Substandard : A Substandard loan is inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Loans classified as Substandard have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized as probable that the borrower will not pay principal and interest in accordance with the contractual terms.
Doubtful : A Doubtful loan has all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or repayment in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
The Company maintains a separate general valuation allowance for each portfolio segment. These portfolio segments include commercial and industrial, agricultural and farmland, commercial real estate – owner occupied, commercial real estate – non-owner occupied, multi-family, construction and land development, one-to-four family residential, and municipal, consumer and other, with risk characteristics described as follows:
Commercial and Industrial : Consists of loans typically granted for working capital, asset acquisition and other business purposes. These loans are underwritten primarily based on the borrower’s cash flow with most loans secondarily supported by collateral. Most commercial and industrial loans are secured by the assets being financed or other business assets, such as accounts receivable, inventory, and equipment, and are typically supported by personal guarantees of the owners. Cash flows and collateral values may fluctuate based on general economic conditions, specific industry conditions and specific borrower circumstances.
Agricultural and Farmland : Consists of loans typically secured by farmland, agricultural operating assets, or a combination of both, and are generally underwritten to existing cash flows of operating agricultural businesses. Debt repayment is provided by business cash flows. Economic trends influenced by unemployment rates and other key economic indicators are not closely correlated to the credit quality of agricultural and farmland loans. The credit quality of these loans is most correlated to changes in prices of corn and soybeans and, to a lesser extent, weather, which has been partially mitigated by federal crop insurance programs.
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Commercial Real Estate - Owner Occupied : Consists of loans secured by commercial real estate that is both owned and occupied by the same or a related borrower. These loans are primarily underwritten based on the cash flow of the business occupying the property. As with commercial and industrial loans, cash flows and collateral values may fluctuate based on general economic conditions, specific industry conditions, and specific borrower circumstances.
Commercial Real Estate - Non-owner Occupied : Consists of loans secured by commercial real estate for which the primary source of repayment is the sale or rental cash flows from the underlying collateral. These loans are underwritten based primarily on the historic or projected cash flow from the underlying collateral. Adverse economic developments or an overbuilt market typically impact commercial real estate projects. Trends in rental and vacancy rates of commercial properties impact the credit quality of these loans.
Multi-family : Consists of loans secured by five or more unit apartment buildings. Multi-family loans may be affected by demographic and population trends, unemployment or underemployment, and deteriorating market values of real estate.
Construction and Land Development : Consists of loans for speculative and pre-sold construction projects for developers intending to either sell upon completion or hold for long term investment, as well as construction of projects to be owner occupied. In addition, loans in this segment generally possess a higher inherent risk of loss than other portfolio segments due to risk of non-completion, changes in budgeted costs, and changes in market forces during the term of the construction period.
One-to-four Family Residential : Consists of loans secured by one-to-four family residences, including both first and junior lien mortgage loans for owner occupied and non-owner occupied properties and home equity lines of credit. The degree of risk in residential mortgage lending depends on the local economy, including the local real estate market and unemployment rates.
Municipal, Consumer and Other : Loans to municipalities include obligations of municipal entities and loans sponsored by municipal entities for the benefit of a private entity where that private entity, rather than the municipal entity, is responsible for repayment of the obligation. Consumer loans include loans to individuals for consumer purposes and typically consist of small balance loans. Economic trends determined by unemployment rates and other key economic indicators are closely correlated to the credit quality of the consumer loans. Loans to other financial institutions, as well as leases, are also included.
Although management believes the allowance to be adequate, ultimate losses may vary from its estimates. At least quarterly, the Board of Directors reviews the adequacy of the allowance, including consideration of the relevant risks in the portfolio, current economic conditions and other factors. If the Board of Directors and management determine that changes are warranted based on those reviews, the allowance is adjusted. In addition, the Company’s regulators review the adequacy of the allowance and may require additions to the allowance based on their judgment about information available at the time of their examinations.
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Loans Acquired with Deteriorated Credit Quality
Loans acquired that have evidence of deterioration in credit quality since origination and for which it is probable, at acquisition, that the Company will be unable to collect all contractually required payments receivable, are initially recorded at fair value (as determined by the present value of expected future cash flows) with no allowance for loan losses. Loans are evaluated by management at the time of purchase to determine if there is evidence of deterioration in credit quality since origination. Loans where there is evidence of deterioration of credit quality since origination may be aggregated and accounted for as a pool of loans if the loans being aggregated have common risk characteristics. The difference between the undiscounted cash flows expected at acquisition and the investment in the loan, or the “accretable yield,” is recognized as interest income over the life of the loan. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “nonaccretable difference,” are not recognized as a yield adjustment. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses. Subsequent increases in expected cash flows result in a reversal of the provision for loan losses to the extent of prior charges or a reclassification of the difference from nonaccretable to accretable yield with a positive impact on interest income on a prospective basis. If the Company does not have the information necessary to reasonably estimate cash flows to be expected, it may use the cost recovery method or cash basis method of income recognition.
Off-Balance Sheet Credit Related Financial Instruments
In the ordinary course of business, the Company has entered into commitments to extend credit, including commitments under credit arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded.
Loan Servicing
The Company periodically sells mortgage loans on the secondary market with servicing retained. For sales of mortgage loans, a portion of the cost of originating the loan is allocated to the servicing right based on fair value. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds, and default rates and losses. Mortgage servicing rights are carried at fair value on the consolidated balance sheets and changes in fair value are recorded in mortgage servicing rights fair value adjustment on the consolidated statements of income.
Bank Owned Life Insurance
Bank owned life insurance represents life insurance policies on the lives of certain current and former employees and directors for which the Company is the sole owner and beneficiary. These policies are recorded as an asset in the consolidated balance sheets at their cash surrender value ("CSV") or the current amount that could be realized if settled. The change in CSV and insurance proceeds received are included as a component of noninterest income in the consolidated statements of income.
Bank Premises and Equipment
Land is carried at cost. Bank premises and equipment are carried at cost less accumulated depreciation. Depreciation is computed over the estimated useful lives of the individual assets using the straight-line method.
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Bank Premises Held for Sale
Bank premises held for sale is carried at the lower of cost or fair value less estimated costs to sell. The bank premises are not depreciated while classified as held for sale.
Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of carrying amount or fair value less estimated costs to sell.
Lease Obligations
The Company leases certain bank premises under non-cancelable operating leases in the normal course of business operations. These lease obligations result in the recognition of right-of-use assets and associated lease contract liabilities. The amount of right-of-use assets and associated lease contract liabilities recorded is based on the present value of future minimum lease payments. The discount rate used is equal to the rate implicit in the lease, when readily determinable, or the Company’s incremental borrowing rate at lease inception, on a collateralized basis over a similar term. Right-of-use assets are included in other assets and lease contract liabilities are included in other liabilities in the consolidated balance sheets and were insignificant as of December 31, 2021 and 2020.
Foreclosed Assets
Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less estimated cost to sell at the date of foreclosure, establishing a new cost basis. Any write-down based on the fair value of the asset at the date of acquisition is charged to the allowance for loan losses. If the fair value of the asset less estimated cost to sell exceeds the recorded investment in the loan at the date of foreclosure, the increase in value is charged to current year operations unless there has been a prior charge-off, in which case a recovery to the allowance for loan losses is recorded. 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. Write-downs of foreclosed assets subsequent to foreclosure are charged to current year operations as are gains and losses from sale of foreclosed assets, as well as expenses to maintain and hold foreclosed assets.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the original cost over the fair value of assets acquired and liabilities assumed. Goodwill is not amortized but instead is subject to an annual impairment evaluation. The Company has selected December 31 as the date to perform the annual impairment test. At December 31, 2021 and 2020, the Company’s evaluations of goodwill indicated that goodwill was not impaired.
Additionally, due to the economic weakness resulting from the COVID-19 pandemic, the Company completed a quantitative assessment of goodwill as of March 31, 2020 which indicated that goodwill was not impaired. Further goodwill impairment evaluations, which may result in goodwill impairment, may be necessary if events or circumstance changes would more likely than not reduce the fair value of a reporting unit below its carrying amount.
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Other identifiable intangible assets consist of core deposit intangible assets with definite useful lives which are being amortized using an accelerated depreciation method over 10 years . The Company will periodically review the status of core deposit intangible assets for any events or circumstances which may change the recoverability of the underlying basis.
Wealth Management Assets and Fees
Assets of the wealth management department of the Bank are not included in the consolidated balance sheets as such assets are not assets of the Company or the Bank. Fee income generated from wealth management services is recorded in the consolidated statements of income as a source of noninterest income.
Employee Benefit Plans
The Company sponsors a profit sharing plan under which the Company may contribute, at the discretion of the Board of Directors, a discretionary amount to all participating employees for the plan year. Participating employees are those employees in service on the valuation date who were employed on the last day of the plan year then ended, were on leave of absence on the last day of the plan year then ended, or any participant whose service was terminated during the plan year then ended due to retirement, disability, or death. A 401(k) feature also allows the Bank to make discretionary matching contributions in an amount up to 5 % of compensation contributed by employees.
Stock Based Compensation
The Company recognizes compensation cost over the requisite service period, if any, which is generally defined as the vesting period. For awards classified as equity, compensation cost is based on the fair value of the awards on the grant date. For awards classified as liabilities, compensation cost also includes subsequent remeasurements of the fair value of the awards until the award is settled. The Company’s policy is to recognize forfeitures as they occur.
Transfers of Financial Assets and Participating Interests
Transfers of an entire financial asset or a participating interest in an entire financial asset are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
The transfer of a participating interest in an entire financial asset must also meet the definition of a participating interest. A participating interest in a financial asset has all of the following characteristics: (1) from the date of transfer, it must represent a proportionate (pro rata) ownership interest in the financial asset, (2) from the date of transfer, all cash flows received, except any cash flows allocated as any compensation for servicing or other services performed, must be divided proportionately among participating interest holders in the amount equal to their share ownership, (3) the rights of each participating interest holder must have the same priority, and (4) no party has the right to pledge or exchange the entire financial asset unless all participating interest holders agree to do so.
Advertising Costs
Advertising costs are expensed as incurred.
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Income Taxes
Through October 10, 2019, the Company, with the consent of its then current stockholders, elected to be taxed under sections of federal and state income tax law as an "S Corporation" which provides that, in lieu of Company income taxes, except for state replacement taxes, the stockholders separately account for their pro rata shares of the Company’s items of income, deductions, losses and credits. As a result of this election, no income taxes, other than state replacement taxes, have been recognized in the accompanying consolidated financial statements prior to October 11, 2019. No provision has been made for any amounts which may be advanced or paid as dividends to the stockholders to assist them in paying their personal taxes on the income from the Company.
Effective October 11, 2019, the Company voluntarily revoked its S Corporation status and became a taxable entity (C Corporation). In connection with the conversion of tax status, the Company recognized a deferred tax asset of $ 534,000 and an income tax benefit of $ 534,000 .
Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
With regard to uncertain tax matters, the Company recognizes in the consolidated financial statements the impact of a tax position taken, or expected to be taken, if it is more likely than not that the position will be sustained on audit based on the technical merit of the position. Management has analyzed the tax positions taken by the Company and concluded as of December 31, 2021 and 2020, there are no uncertain tax positions taken or expected to be taken that require recognition of a liability or disclosure in the consolidated financial statements. When applicable, the Company recognizes interest accrued related to unrecognized tax benefits and penalties in operating expenses.
The Company files consolidated federal and state income tax returns. The Company is no longer subject to federal or state income tax examinations for years prior to 2018.
Derivative Financial Instruments
As part of the Company’s asset/liability management, the Company uses interest rate swaps to hedge various exposures or to modify interest rate characteristics of various balance sheet accounts. Derivatives that are used as part of the asset/liability management process are linked to specific assets or liabilities, or pools of assets or liabilities, and have high correlation between the contract and the underlying item being hedged, both at inception and throughout the hedge period.
All derivatives are recognized on the consolidated balance sheet at their fair value. On the date the derivative contract is entered into, the Company may designate the derivative as a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability "cash flow" hedge. Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash-flow hedge are recorded in other comprehensive income (loss), until earnings are affected by the variability of cash flows (e.g., when periodic settlements on a variable-rate asset or liability are recorded in earnings).
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The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedged transactions. This process includes linking all derivatives that are designated as cash-flow hedges to specific assets and liabilities on the balance sheet or forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Company discontinues hedge accounting prospectively.
The Company discontinues hedge accounting prospectively when (a) it is determined that the derivative is no longer highly effective in offsetting changes in the cash flows of a hedged item (including forecasted transactions); (b) the derivative expires or is sold, terminated, or exercised; (c) the derivative is dedesignated as a hedge instrument, because it is unlikely that a forecasted transaction will occur; or (d) management determines that designation of the derivative as a hedge instrument is no longer appropriate.
When hedge accounting is discontinued because it is probable that a forecasted transaction will not occur, the derivative will continue to be carried on the consolidated balance sheet at its fair value, and gains and losses that were accumulated in other comprehensive income (loss) will be recognized immediately in earnings. In all other situations in which hedge accounting is discontinued, the derivative will be carried at its fair value on the balance sheet, with subsequent changes in its fair value recognized in current-period earnings.
Comprehensive Income (Loss)
Accounting principles generally require that recognized revenue, expenses, gains, and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on securities available-for-sale and interest rate swap agreements designated as cash flow hedges, are reported as a separate component of the equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income (loss).
Fair Value Measurements
The Company categorizes its assets and liabilities measured at fair value into a three-level hierarchy based on the priority of the inputs to the valuation technique used to determine fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used in the determination of the fair value measurement fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement. Assets and liabilities valued at fair value are categorized based on the inputs to the valuation techniques as follows:
Level 1 - Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date.
Level 2 - Inputs that are significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 - Inputs that are unobservable inputs that reflect a Company’s own assumptions about the assumptions that market participants would use in pricing as asset or liability.
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Subsequent to initial recognition, the Company may re-measure the carrying value of assets and liabilities measured on a nonrecurring basis to fair value. Adjustments to fair value usually result when certain assets are impaired. Such assets are written down from their carrying amounts to their fair value.
Accounting standards allow entities the irrevocable option to elect to measure certain financial instruments and other items at fair value for the initial and subsequent measurement on an instrument-by-instrument basis. The Company adopted the policy and has not elected to measure any existing financial instruments at fair value, except for mortgage servicing rights; however, it may elect to measure newly acquired financial instruments at fair value in the future.
Revenue from Contracts with Customers
ASC Topic 606, Revenue from Contracts with Customers , requires an entity to recognize revenue in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. To achieve this, the Company takes the following steps: identify the contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the Company satisfies a performance obligation. The non-interest revenue streams that are considered to be in the scope of this guidance are discussed below.
Card income: Consists of debit and credit card interchange fees. For debit and credit card transactions, the Company considers the merchant as the customer for interchange revenue with the performance obligation being satisfied when the cardholder purchases goods or services from the merchant. Interchange revenue is recognized as the services are provided. Payment is typically received daily.
Service charges on deposit accounts: Consists of account analysis fees, monthly service fees, and other deposit account related fees. The Company’s performance obligation account analysis fees and monthly service fees are ongoing and either party may cancel at any time. These fees are generally recognized as the services are rendered on a monthly basis. Payment is typically received monthly. Other deposit account related fees are largely transaction based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for other deposit account related fees is primarily received immediately through a direct charge to customers’ accounts.
Wealth management fees: Consists of revenue from the management and advisement of client assets and trust administration. The Company’s performance obligation is generally satisfied over time, and the fees are recognized monthly. Payment is typically received quarterly or annually.
Title insurance activity: Consists of fees related to real estate sale closings, title search fees, and title insurance premiums with First Community Title Services, Inc. acting as an agent. The Company’s performance obligations were generally satisfied and payment was typically received at the time a real estate transaction was finalized. In 2019, First Community Title Services, Inc. was sold, and the Company did not have title insurance activity revenue in subsequent periods.
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Segment Reporting
The Company’s operations consist of one reportable segment. The Company’s chief operating decision maker evaluates the operations of the Company using consolidated information for purposes of allocating resources and assessing performance.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation without any impact on the reported amounts of net income or stockholders’ equity.
Subsequent Events
In preparing these consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the consolidated financial statements were issued.
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts and requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 is effective for years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect that this standard will have on the consolidated results of operations and financial position.
In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . This ASU simplifies measurement of goodwill and eliminates Step 2 from the goodwill impairment test. Under the ASU, a company should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The impairment charge is limited to the amount of goodwill allocated to that reporting unit. The amendments in this update are effective for annual or any interim goodwill impairment tests in years beginning after December 15, 2022, including interim periods within those years. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. This standard is not expected to have a material impact on the Company’s consolidated results of operations or financial position.
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 . This ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform, if certain criteria are met. Entities may apply the provisions as of the beginning of the reporting period when the election is made and are available until December 31, 2022. The Company is currently evaluating the effect that this standard will have on the consolidated results of operations and financial position.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – ACQUISITIONS
NXT Bancorporation, Inc.
On October 1, 2021, HBT Financial acquired 100 % of the outstanding common stock of NXT Bancorporation, Inc. (“NXT”), and its wholly-owned subsidiary NXT Bank, pursuant to an Agreement and Plan of Merger dated June 7, 2021. Under the Agreement and Plan of Merger, NXT merged with and into HBT Financial, with HBT Financial as the surviving entity, on October 1, 2021. Additionally, NXT Bank was merged with and into Heartland Bank, with Heartland Bank as the surviving entity, in December 2021.
At the effective time of the merger, each share of NXT was converted into the right to receive 67.6783 shares of HBT Financial common stock, cash in lieu of fractional shares, and $ 400 in cash. There were 1,799,016 shares of HBT Financial common stock issued at the effective time of the acquisition with a market value of $ 29,270,000 , based on the closing stock price of $ 16.27 on October 1, 2021. This transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged was recorded at estimated fair values on the date of acquisition. Goodwill of $ 5,702,000 was recorded in the acquisition, which reflects expected synergies from combining the operations of HBT Financial and NXT, and is nondeductible for tax purposes.
The acquisition of NXT provides an opportunity to utilize Heartland Bank’s existing excess liquidity to replace NXT Bank’s higher cost funding. Additionally, Heartland Bank’s broader range of products and services and greater ability to meet larger borrowing needs provides an opportunity to expand NXT Bank customer relationships.
During the year ended December 31, 2021, the HBT Financial incurred $ 1,416,000 in pre-tax acquisition expenses related to the acquisition of NXT, comprised primarily of professional fees and data processing expense. These expenses are reflected in noninterest expense on the consolidated statements of income.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value of the assets acquired and liabilities assumed from NXT on the acquisition date were as follows (dollars in thousands):
Fair Value
Assets acquired:
Cash and cash equivalents
$
5,862
Interest-bearing time deposits with banks
739
Debt securities
18,295
Equity securities with readily determinable fair value
43
Restricted stock
796
Loans
194,576
Bank owned life insurance
7,352
Bank premises and equipment
3,667
Core deposit intangible assets
199
Mortgage servicing rights
370
Accrued interest receivable
886
Other assets
1,340
Total assets acquired
234,125
Liabilities assumed:
Deposits
181,586
Securities sold under agreements to repurchase
4,080
FHLB advances
12,625
Other liabilities
1,633
Total liabilities assumed
199,924
Net assets acquired
$
34,201
Consideration paid:
Cash
$
10,633
Common stock
29,270
Total consideration paid
$
39,903
Goodwill
$
5,702
The following table presents the acquired non-impaired loans as of the acquisition date (dollars in thousands):
Fair Value
$
194,576
Gross contractual amounts receivable
196,104
Estimate of contractual cash flows not expected to be collected
1,045
There were no loans acquired with deteriorated credit quality from NXT.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table provides the pro forma information for the results of operations for the years ended December 31, 2021 and 2020, as if the acquisition had occurred on January 1, 2020. The pro forma results combine the historical results of NXT into HBT Financial’s consolidated statements of income, including the impact of certain acquisition accounting adjustments, which include loan discount accretion, intangible assets amortization, deposit premium amortization, and borrowing premium amortization. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2020. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, provision for loan losses, expense efficiencies or asset dispositions. The acquisition-related expenses that have been recognized are included in net income in the following table.
Pro Forma
Year Ended December 31,
2021
2020
(dollars in thousands, except per share data)
Total revenues (net interest income and noninterest income)
$
166,677
$
161,005
Net income
57,883
39,263
Earnings per share - basic
1.98
1.34
Earnings per share - diluted
1.98
1.34
NOTE 3 – RESTRICTED CASH AND DUE FROM BANKS
There was no reserve requirement by the Federal Reserve Bank as of December 31, 2021 and 2020.
NOTE 4 – SECURITIES
The carrying balances of the securities were as follows:
December 31,
December 31,
2021
2020
(dollars in thousands)
Debt securities available-for-sale
$
942,168
$
922,869
Debt securities held-to-maturity
336,185
68,395
Equity securities with readily determinable fair value
3,443
3,292
Equity securities with no readily determinable fair value
1,927
1,552
Total securities
$
1,283,723
$
996,108
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
There were no sales of securities during the years ended December 31, 2021, 2020, and 2019. Gains (losses) on securities were as follows during the years ended December 31:
Year Ended December 31,
2021
2020
2019
(dollars in thousands)
Net realized gains (losses) on sales
$
—
—
$
—
Net unrealized gains (losses) on equity securities:
Readily determinable fair value
107
33
160
No readily determinable fair value
—
—
( 165 )
Gains (losses) on securities
$
107
33
$
( 5 )
The $ 165,000 unrealized loss on equity securities with no readily determinable fair value during the year ended December 31, 2019 reflects a downward adjustment based on observable price changes of an identical investment.
On June 30, 2021 and March 31, 2021, the Company transferred certain debt securities from the available-for-sale category to the held-to-maturity category in order to better reflect the revised intentions of the Company due to possible market volatility, resulting from a potential rise in interest rates. The following is a summary of the amortized cost and fair value of securities transferred to the held-to-maturity category:
June 30, 2021
March 31, 2021
Amortized
Amortized
Cost
Fair Value
Cost
Fair Value
(dollars in thousands)
U.S. government agency
$
—
$
—
$
7,593
$
7,323
Mortgage-backed:
Agency residential
—
—
8,776
8,536
Agency commercial
99,271
99,275
118,792
113,861
Total
$
99,271
$
99,275
$
135,161
$
129,720
The debt securities were transferred between categories at fair value, with the transfer date fair value becoming the new amortized cost for each security transferred. The unrealized gain (loss), net of tax, at the date of transfer remains a component of accumulated other comprehensive income, but will be amortized over the remaining life of the debt securities as an adjustment of yield in a manner consistent with amortization of any premium or discount. As a result, the amortization of an unrealized gain (loss) reported in accumulated other comprehensive income will offset or mitigate the effect on interest income of the amortization of the premium or discount for that held-to-maturity debt security.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Debt Securities
The amortized cost and fair values of debt securities, with gross unrealized gains and losses, are as follows:
December 31, 2021
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
Available-for-sale:
(dollars in thousands)
U.S. Treasury
$
109,002
$
328
$
( 354 )
$
108,976
U.S. government agency
129,269
1,303
( 2,467 )
128,105
Municipal
293,837
6,144
( 2,904 )
297,077
Mortgage-backed:
Agency residential
178,236
2,149
( 919 )
179,466
Agency commercial
164,875
1,234
( 2,048 )
164,061
Corporate
63,141
1,638
( 296 )
64,483
Total available-for-sale
938,360
12,796
( 8,988 )
942,168
Held-to-maturity:
U.S. government agency
12,349
42
( 51 )
12,340
Municipal
15,666
809
—
16,475
Mortgage-backed:
Agency residential
20,555
196
( 102 )
20,649
Agency commercial
287,615
1,749
( 2,801 )
286,563
Total held-to-maturity
336,185
2,796
( 2,954 )
336,027
Total debt securities
$
1,274,545
$
15,592
$
( 11,942 )
$
1,278,195
December 31, 2020
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
Available-for-sale:
(dollars in thousands)
U.S. government agency
$
118,282
$
3,720
$
( 9 )
$
121,993
Municipal
265,309
9,232
( 280 )
274,261
Mortgage-backed:
Agency residential
198,543
4,871
( 162 )
203,252
Agency commercial
246,649
4,651
( 534 )
250,766
Corporate
70,917
1,786
( 106 )
72,597
Total available-for-sale
899,700
24,260
( 1,091 )
922,869
Held-to-maturity:
Municipal
22,484
1,390
—
23,874
Mortgage-backed:
Agency residential
13,031
452
—
13,483
Agency commercial
32,880
2,222
( 18 )
35,084
Total held-to-maturity
68,395
4,064
( 18 )
72,441
Total debt securities
$
968,095
$
28,324
$
( 1,109 )
$
995,310
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2021 and 2020, the Company had securities with a carrying value of $ 353,338,000 and $ 308,064,000 , respectively, which were pledged to secure public and trust deposits, securities sold under agreements to repurchase, and for other purposes required or permitted by law.
The Company has no direct exposure to the State of Illinois, but approximately 46 % of the obligations of local municipalities portfolio consists of securities issued by municipalities located in Illinois as of December 31, 2021. Approximately 95 % of such securities were general obligation issues as of December 31, 2021.
The amortized cost and fair value of debt securities by contractual maturity, as of December 31, 2021, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Available-for-Sale
Held-to-Maturity
Amortized
Cost
Fair Value
Amortized
Cost
Fair Value
(dollars in thousands)
Due in 1 year or less
$
33,315
$
33,640
$
2,394
$
2,410
Due after 1 year through 5 years
110,975
113,251
15,887
16,417
Due after 5 years through 10 years
332,565
332,954
9,343
9,587
Due after 10 years
118,394
118,796
391
401
Mortgage-backed:
Agency residential
178,236
179,466
20,555
20,649
Agency commercial
164,875
164,061
287,615
286,563
Total
$
938,360
$
942,168
$
336,185
$
336,027
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present gross unrealized losses and fair value of investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of December 31:
Investments in a Continuous Unrealized Loss Position
Less than 12 Months
12 Months or More
Total
December 31, 2021
Unrealized
Loss
Fair Value
Unrealized
Loss
Fair Value
Unrealized
Loss
Fair Value
Available-for-sale:
(dollars in thousands)
U.S. Treasury
$
( 354 )
$
68,410
$
—
$
—
$
( 354 )
$
68,410
U.S. government agency
( 2,183 )
80,219
( 284 )
5,578
( 2,467 )
85,797
Municipal
( 2,018 )
89,424
( 886 )
17,327
( 2,904 )
106,751
Mortgage-backed:
Agency residential
( 851 )
91,703
( 68 )
4,305
( 919 )
96,008
Agency commercial
( 1,921 )
113,111
( 127 )
6,443
( 2,048 )
119,554
Corporate
( 7 )
2,737
( 289 )
4,671
( 296 )
7,408
Total available-for-sale
( 7,334 )
445,604
( 1,654 )
38,324
( 8,988 )
483,928
Held-to-maturity:
U.S. government agency
( 51 )
4,949
—
—
( 51 )
4,949
Mortgage-backed:
Agency residential
( 102 )
14,932
—
—
( 102 )
14,932
Agency commercial
( 2,673 )
174,428
( 128 )
2,776
( 2,801 )
177,204
Total held-to-maturity
( 2,826 )
194,309
( 128 )
2,776
( 2,954 )
197,085
Total debt securities
$
( 10,160 )
$
639,913
$
( 1,782 )
$
41,100
$
( 11,942 )
$
681,013
Investments in a Continuous Unrealized Loss Position
Less than 12 Months
12 Months or More
Total
December 31, 2020
Unrealized
Loss
Fair Value
Unrealized
Loss
Fair Value
Unrealized
Loss
Fair Value
Available-for-sale:
(dollars in thousands)
U.S. government agency
$
( 9 )
$
5,919
$
—
$
—
$
( 9 )
$
5,919
Municipal
( 280 )
19,652
—
—
( 280 )
19,652
Mortgage-backed:
Agency residential
( 142 )
20,387
( 20 )
4,490
( 162 )
24,877
Agency commercial
( 524 )
57,126
( 10 )
3,449
( 534 )
60,575
Corporate
( 106 )
4,849
—
—
( 106 )
4,849
Total available-for-sale
( 1,061 )
107,933
( 30 )
7,939
( 1,091 )
115,872
Held-to-maturity:
Mortgage-backed:
Agency commercial
( 18 )
2,983
—
—
( 18 )
2,983
Total held-to-maturity
( 18 )
2,983
—
—
( 18 )
2,983
Total debt securities
$
( 1,079 )
$
110,916
$
( 30 )
$
7,939
$
( 1,109 )
$
118,855
As of December 31, 2021, there were 37 securities in an unrealized loss position for a period of twelve months or more, and 235 securities in an unrealized loss position for a period of less than twelve months. These unrealized losses are primarily a result of fluctuations in interest rates in the bond market. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. Management believes that all declines in value of these securities are deemed to be temporary.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Equity Securities
The Company has elected to measure equity securities with no readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes for identical or similar securities of the same issuer.
The initial cost and carrying values of equity securities, with cumulative net unrealized gains and losses, are as follows:
Readily
No Readily
Determinable
Determinable
December 31, 2021
Fair Value
Fair Value
(dollars in thousands)
Initial cost
$
3,142
$
2,092
Cumulative net unrealized gains (losses)
301
( 165 )
Carrying value
$
3,443
$
1,927
Readily
No Readily
Determinable
Determinable
December 31, 2020
Fair Value
Fair Value
(dollars in thousands)
Initial cost
$
3,098
$
1,717
Cumulative net unrealized gains (losses)
194
( 165 )
Carrying value
$
3,292
$
1,552
As of December 31, 2021 and 2020, the cumulative net unrealized losses on equity securities with no readily determinable fair value reflects downward adjustments based on observable price changes of an identical investment in a prior period. There have been no impairments or upward adjustments based on observable price changes to equity securities with no readily determinable fair value.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES
Major categories of loans as of December 31, 2021 and 2020 are summarized as follows:
December 31,
December 31,
2021
2020
(dollars in thousands)
Commercial and industrial
$
286,946
$
393,312
Agricultural and farmland
247,796
222,723
Commercial real estate - owner occupied
234,544
222,360
Commercial real estate - non-owner occupied
684,023
520,395
Multi-family
263,911
236,391
Construction and land development
298,048
225,652
One-to-four family residential
327,837
306,775
Municipal, consumer, and other
156,584
119,398
Loans, before allowance for loan losses
2,499,689
2,247,006
Allowance for loan losses
( 23,936 )
( 31,838 )
Loans, net of allowance for loan losses
$
2,475,753
$
2,215,168
Paycheck Protection Program (PPP) loans (included above)
Commercial and industrial
$
28,404
$
153,860
Agricultural and farmland
913
3,049
Municipal, consumer, and other
171
6,587
Total PPP loans
$
29,488
$
163,496
The following tables detail activity in the allowance for loan losses for the years ended December 31:
Commercial
Commercial
Municipal,
Commercial
Agricultural
Real Estate
Real Estate
Construction
One-to-four
Consumer,
and
and
Owner
Non-owner
and Land
Family
and
Industrial
Farmland
Occupied
Occupied
Multi-Family
Development
Residential
Other
Total
(dollars in thousands)
Balance, December 31, 2018
$
3,748
$
2,650
$
2,506
$
2,644
$
912
$
4,176
$
2,782
$
1,091
$
20,509
Provision for loan losses
1,139
146
( 376 )
1,110
153
( 1,640 )
513
2,359
3,404
Charge-offs
( 886 )
( 30 )
( 407 )
( 111 )
( 41 )
( 9 )
( 1,105 )
( 684 )
( 3,273 )
Recoveries
440
—
56
20
—
450
350
343
1,659
Balance, December 31, 2019
4,441
2,766
1,779
3,663
1,024
2,977
2,540
3,109
22,299
Provision for loan losses
677
( 1,946 )
961
7,862
933
1,032
( 894 )
1,907
10,532
Charge-offs
( 1,784 )
( 27 )
( 39 )
( 349 )
—
( 27 )
( 155 )
( 587 )
( 2,968 )
Recoveries
595
—
440
75
—
250
310
305
1,975
Balance, December 31, 2020
3,929
793
3,141
11,251
1,957
4,232
1,801
4,734
31,838
Provision for loan losses
( 1,474 )
52
( 1,280 )
( 3,130 )
( 694 )
340
( 472 )
( 1,419 )
( 8,077 )
Charge-offs
( 668 )
—
( 30 )
—
—
—
( 267 )
( 449 )
( 1,414 )
Recoveries
653
—
9
24
—
342
249
312
1,589
Balance, December 31, 2021
$
2,440
$
845
$
1,840
$
8,145
$
1,263
$
4,914
$
1,311
$
3,178
$
23,936
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present the recorded investments in loans and the allowance for loan losses by category as of December 31:
Commercial
Commercial
Municipal,
Commercial
Agricultural
Real Estate
Real Estate
Construction
One-to-four
Consumer,
and
and
Owner
Non-owner
and Land
Family
and
December 31, 2021
Industrial
Farmland
Occupied
Occupied
Multi-Family
Development
Residential
Other
Total
Loan balances:
(dollars in thousands)
Collectively evaluated for impairment
$
272,064
$
247,021
$
216,794
$
641,555
$
262,701
$
293,548
$
314,807
$
143,510
$
2,392,000
Individually evaluated for impairment
14,744
12
12,332
29,575
—
2,018
6,897
13,041
78,619
Acquired with deteriorated credit quality
138
763
5,418
12,893
1,210
2,482
6,133
33
29,070
Total
$
286,946
$
247,796
$
234,544
$
684,023
$
263,911
$
298,048
$
327,837
$
156,584
$
2,499,689
Allowance for loan losses:
Collectively evaluated for impairment
$
2,253
$
845
$
1,480
$
5,138
$
1,259
$
4,895
$
1,099
$
1,302
$
18,271
Individually evaluated for impairment
187
—
327
2,999
—
—
210
1,875
5,598
Acquired with deteriorated credit quality
—
—
33
8
4
19
2
1
67
Total
$
2,440
$
845
$
1,840
$
8,145
$
1,263
$
4,914
$
1,311
$
3,178
$
23,936
Commercial
Commercial
Municipal,
Commercial
Agricultural
Real Estate
Real Estate
Construction
One-to-four
Consumer,
and
and
Owner
Non-owner
and Land
Family
and
December 31, 2020
Industrial
Farmland
Occupied
Occupied
Multi-Family
Development
Residential
Other
Total
Loan balances:
(dollars in thousands)
Collectively evaluated for impairment
$
387,072
$
217,077
$
201,417
$
480,165
$
234,252
$
219,822
$
287,845
$
105,796
$
2,133,446
Individually evaluated for impairment
5,312
4,793
13,132
25,993
876
3,809
10,343
13,546
77,804
Acquired with deteriorated credit quality
928
853
7,811
14,237
1,263
2,021
8,587
56
35,756
Total
$
393,312
$
222,723
$
222,360
$
520,395
$
236,391
$
225,652
$
306,775
$
119,398
$
2,247,006
Allowance for loan losses:
Collectively evaluated for impairment
$
2,736
$
771
$
2,306
$
6,736
$
1,950
$
3,984
$
1,237
$
1,432
$
21,152
Individually evaluated for impairment
1,193
22
429
4,255
—
222
560
3,301
9,982
Acquired with deteriorated credit quality
—
—
406
260
7
26
4
1
704
Total
$
3,929
$
793
$
3,141
$
11,251
$
1,957
$
4,232
$
1,801
$
4,734
$
31,838
121
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present loans individually evaluated for impairment by category of loans as of December 31:
Unpaid
Principal
Recorded
Related
December 31, 2021
Balance
Investment
Allowance
With an allowance recorded:
(dollars in thousands)
Commercial and industrial
$
303
$
303
$
187
Agricultural and farmland
—
—
—
Commercial real estate - owner occupied
3,013
3,013
327
Commercial real estate - non-owner occupied
14,912
14,893
2,999
Multi-family
—
—
—
Construction and land development
—
—
—
One-to-four family residential
1,421
1,314
210
Municipal, consumer, and other
8,523
8,498
1,875
Total
$
28,172
$
28,021
$
5,598
With no related allowance:
Commercial and industrial
$
14,452
$
14,441
$
—
Agricultural and farmland
12
12
—
Commercial real estate - owner occupied
9,534
9,319
—
Commercial real estate - non-owner occupied
14,755
14,682
—
Multi-family
—
—
—
Construction and land development
2,112
2,018
—
One-to-four family residential
7,129
5,583
—
Municipal, consumer, and other
4,603
4,543
—
Total
$
52,597
$
50,598
$
—
Total loans individually evaluated for impairment:
Commercial and industrial
$
14,755
$
14,744
$
187
Agricultural and farmland
12
12
—
Commercial real estate - owner occupied
12,547
12,332
327
Commercial real estate - non-owner occupied
29,667
29,575
2,999
Multi-family
—
—
—
Construction and land development
2,112
2,018
—
One-to-four family residential
8,550
6,897
210
Municipal, consumer, and other
13,126
13,041
1,875
Total
$
80,769
$
78,619
$
5,598
122
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unpaid
Principal
Recorded
Related
December 31, 2020
Balance
Investment
Allowance
With an allowance recorded:
(dollars in thousands)
Commercial and industrial
$
2,737
$
2,725
$
1,193
Agricultural and farmland
169
168
22
Commercial real estate - owner occupied
3,072
3,040
429
Commercial real estate - non-owner occupied
20,726
20,394
4,255
Multi-family
—
—
—
Construction and land development
2,081
2,055
222
One-to-four family residential
2,963
2,739
560
Municipal, consumer, and other
12,207
12,181
3,301
Total
$
43,955
$
43,302
$
9,982
With no related allowance:
Commercial and industrial
$
3,322
$
2,587
$
—
Agricultural and farmland
4,625
4,625
—
Commercial real estate - owner occupied
10,164
10,092
—
Commercial real estate - non-owner occupied
5,727
5,599
—
Multi-family
876
876
—
Construction and land development
1,762
1,754
—
One-to-four family residential
9,325
7,604
—
Municipal, consumer, and other
1,431
1,365
—
Total
$
37,232
$
34,502
$
—
Total loans individually evaluated for impairment:
Commercial and industrial
$
6,059
$
5,312
$
1,193
Agricultural and farmland
4,794
4,793
22
Commercial real estate - owner occupied
13,236
13,132
429
Commercial real estate - non-owner occupied
26,453
25,993
4,255
Multi-family
876
876
—
Construction and land development
3,843
3,809
222
One-to-four family residential
12,288
10,343
560
Municipal, consumer, and other
13,638
13,546
3,301
Total
$
81,187
$
77,804
$
9,982
123
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the average recorded investment and interest income recognized for loans individually evaluated for impairment by category of loans during the years ended December 31:
Year Ended December 31,
2021
2020
2019
Average
Interest
Average
Interest
Average
Interest
Recorded
Income
Recorded
Income
Recorded
Income
Investment
Recognized
Investment
Recognized
Investment
Recognized
With an allowance recorded:
(dollars in thousands)
Commercial and industrial
$
1,593
$
89
$
3,031
$
169
$
5,275
$
152
Agricultural and farmland
83
4
273
9
464
12
Commercial real estate - owner occupied
3,052
177
1,622
98
874
43
Commercial real estate - non-owner occupied
16,494
791
6,345
220
101
7
Multi-family
—
—
—
—
—
—
Construction and land development
554
27
2,441
116
3,988
171
One-to-four family residential
1,988
77
3,120
110
3,414
79
Municipal, consumer, and other
8,681
158
10,617
286
9,284
396
Total
$
32,445
$
1,323
$
27,449
$
1,008
$
23,400
$
860
With no related allowance:
Commercial and industrial
$
7,125
$
330
$
4,004
$
251
$
6,744
$
206
Agricultural and farmland
290
17
11,061
561
14,826
824
Commercial real estate - owner occupied
7,771
344
11,056
528
10,190
483
Commercial real estate - non-owner occupied
10,339
432
14,412
458
3,465
131
Multi-family
434
10
447
10
1,344
9
Construction and land development
2,107
28
892
23
107
4
One-to-four family residential
6,248
192
8,022
316
8,360
240
Municipal, consumer, and other
4,666
86
3,089
115
4,874
104
Total
$
38,980
$
1,439
$
52,983
$
2,262
$
49,910
$
2,001
Total loans individually evaluated for impairment:
Commercial and industrial
$
8,718
$
419
$
7,035
$
420
$
12,019
$
358
Agricultural and farmland
373
21
11,334
570
15,290
836
Commercial real estate - owner occupied
10,823
521
12,678
626
11,064
526
Commercial real estate - non-owner occupied
26,833
1,223
20,757
678
3,566
138
Multi-family
434
10
447
10
1,344
9
Construction and land development
2,661
55
3,333
139
4,095
175
One-to-four family residential
8,236
269
11,142
426
11,774
319
Municipal, consumer, and other
13,347
244
13,706
401
14,158
500
Total
$
71,425
$
2,762
$
80,432
$
3,270
$
73,310
$
2,861
124
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present the recorded investment in loans by category based on current payment and accrual status as of December 31:
Accruing Interest
30 - 89 Days
90+ Days
Total
December 31, 2021
Current
Past Due
Past Due
Nonaccrual
Loans
(dollars in thousands)
Commercial and industrial
$
286,563
$
9
$
—
$
374
$
286,946
Agricultural and farmland
247,772
24
—
—
247,796
Commercial real estate - owner occupied
234,441
103
—
—
234,544
Commercial real estate - non-owner occupied
683,029
823
—
171
684,023
Multi-family
263,911
—
—
—
263,911
Construction and land development
297,465
64
—
519
298,048
One-to-four family residential
325,780
383
32
1,642
327,837
Municipal, consumer, and other
156,297
214
16
57
156,584
Total
$
2,495,258
$
1,620
$
48
$
2,763
$
2,499,689
Accruing Interest
30 - 89 Days
90+ Days
Total
December 31, 2020
Current
Past Due
Past Due
Nonaccrual
Loans
(dollars in thousands)
Commercial and industrial
$
392,490
$
—
$
—
$
822
$
393,312
Agricultural and farmland
222,723
—
—
—
222,723
Commercial real estate - owner occupied
221,308
112
—
940
222,360
Commercial real estate - non-owner occupied
516,387
—
—
4,008
520,395
Multi-family
236,391
—
—
—
236,391
Construction and land development
225,508
—
—
144
225,652
One-to-four family residential
301,282
984
595
3,914
306,775
Municipal, consumer, and other
119,055
211
21
111
119,398
Total
$
2,235,144
$
1,307
$
616
$
9,939
$
2,247,006
125
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present total loans by category based on their assigned risk ratings determined by management as of December 31:
December 31, 2021
Pass
Pass-Watch
Substandard
Doubtful
Total
(dollars in thousands)
Commercial and industrial
$
267,088
$
5,114
$
14,744
$
—
$
286,946
Agricultural and farmland
221,898
25,213
685
—
247,796
Commercial real estate - owner occupied
198,862
24,098
11,584
—
234,544
Commercial real estate - non-owner occupied
619,212
32,372
32,439
—
684,023
Multi-family
241,362
22,549
—
—
263,911
Construction and land development
268,556
27,474
2,018
—
298,048
One-to-four family residential
308,951
11,221
7,665
—
327,837
Municipal, consumer, and other
143,299
244
13,041
—
156,584
Total
$
2,269,228
$
148,285
$
82,176
$
—
$
2,499,689
December 31, 2020
Pass
Pass-Watch
Substandard
Doubtful
Total
(dollars in thousands)
Commercial and industrial
$
368,843
$
18,258
$
6,211
$
—
$
393,312
Agricultural and farmland
191,662
25,540
5,521
—
222,723
Commercial real estate - owner occupied
176,823
31,990
13,547
—
222,360
Commercial real estate - non-owner occupied
432,752
58,699
28,944
—
520,395
Multi-family
204,449
31,066
876
—
236,391
Construction and land development
193,646
28,193
3,813
—
225,652
One-to-four family residential
280,198
14,526
12,051
—
306,775
Municipal, consumer, and other
105,539
312
13,547
—
119,398
Total
$
1,953,912
$
208,584
$
84,510
$
—
$
2,247,006
There were no troubled debt restructurings during the year ended December 31, 2021. The following tables present the financial effect of troubled debt restructurings for the years ended December 31, 2020 and 2019:
Charge-offs
Recorded Investment
and Specific
Year Ended December 31, 2020
Number
Pre-Modification
Post-Modification
Reserves
(dollars in thousands)
Commercial real estate - owner occupied
1
853
853
—
Total
1
$
853
$
853
$
—
Charge-offs
Recorded Investment
and Specific
Year Ended December 31, 2019
Number
Pre-Modification
Post-Modification
Reserves
(dollars in thousands)
Commercial and industrial
3
$
516
$
516
$
—
Agricultural and farmland
2
392
392
—
Commercial real estate - owner occupied
1
170
170
—
One-to-four family residential
1
21
21
—
Total
7
$
1,099
$
1,099
$
—
During the years ended December 31, 2020 and 2019, all troubled debt restructurings were the result of a payment concession. As of December 31, 2021 and 2020, there were no troubled debt restructurings which had subsequent payment defaults within 12 months of the modification. For purposes of this disclosure, the Company considers “default” to mean 90 days or more past due as to interest or principal or were on nonaccrual status subsequent to restructuring.
126
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2021 and 2020, the Company had $ 3,512,000 and $ 8,950,000 of troubled debt restructurings, respectively. Restructured loans are evaluated for impairment quarterly as part of the Company’s determination of the allowance for loan losses. There were no material commitments to lend additional funds to debtors owing receivables whose terms have been modified in troubled debt restructurings.
The Coronavirus Aid, Relief, and Economic Security Act (the CARES Act), along with a joint statement issued by banking regulatory agencies, provided that short-term loan payment modifications to borrowers experiencing financial hardship due to COVID-19 made prior to January 1, 2022 generally do not need to be accounted for as a troubled debt restructuring. As of December 31, 2021 and 2020, the Company had loans totaling $ 204,000 and $ 27,986,000 that were granted a payment modification due to a COVID-19 related financial hardship and have not returned to regular payments. Substantially all modifications were in the form of a three-month interest-only period or a one-month payment deferral. Some borrowers have received more than one loan payment modification.
Changes in the accretable yield for loans acquired with deteriorated credit quality were as follows for the years ended December 31:
Year Ended December 31,
2021
2020
2019
(dollars in thousands)
Beginning balance
$
1,397
$
1,662
$
2,101
Reclassification from non-accretable difference
508
288
822
Disposals
( 1,089 )
—
—
Accretion income
( 403 )
( 553 )
( 1,261 )
Ending balance
$
413
$
1,397
$
1,662
NOTE 6 – LOAN SERVICING
Mortgage loans serviced for others, not included in the accompanying consolidated balance sheets, amounted to $ 1,040,809,000 and $ 1,090,219,000 as of December 31, 2021 and 2020, respectively. Activity in mortgage servicing rights is as follows for years ended December 31:
Year Ended December 31,
2021
2020
2019
(dollars in thousands)
Beginning balance
$
5,934
$
8,518
$
10,918
Acquired
370
—
—
Capitalized servicing rights
1,200
1,981
1,018
Fair value adjustment:
Attributable to payments and principal reductions
( 1,788 )
( 2,364 )
( 1,614 )
Attributable to changes in valuation inputs and assumptions
2,278
( 2,201 )
( 1,804 )
Total fair value adjustment
490
( 4,565 )
( 3,418 )
Ending balance
$
7,994
$
5,934
$
8,518
127
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 – BANK PREMISES AND EQUIPMENT
Bank premises and equipment are stated at cost less accumulated depreciation as of December 31 as follows:
December 31, 2021
December 31, 2020
(dollars in thousands)
Land, buildings, and improvements
$
77,180
$
75,790
Furniture, fixtures, and equipment
24,199
23,035
Total bank premises and equipment
101,379
98,825
Less accumulated depreciation
48,896
45,921
Total bank premises and equipment, net
$
52,483
$
52,904
Depreciation expense by category for the years ended December 31 is as follows:
Year Ended December 31,
2021
2020
2019
(dollars in thousands)
Buildings and improvements
$
1,694
$
1,761
$
1,813
Furniture, fixtures, and equipment
1,380
1,180
896
Total depreciation expense
$
3,074
$
2,941
$
2,709
During 2021, six branch locations were closed or consolidated as part of a branch rationalization plan. The related bank premises were transferred to held for sale based on the lower of the carrying value or fair value, less estimated costs to sell. As of December 31, 2021 and 2020, bank premises held for sale totaled $ 1,452,000 and $ 121,000 , respectively. During the year ended December 31, 2021, there were impairment losses of $ 661,000 on bank premises held for sale included in gains (losses) on other assets in the consolidated statements of income. During the year ended December 31, 2020, there were no impairment losses on bank premises held for sale. During the year ended December 31, 2019, there were impairment losses of $ 37,000 on bank premises held for sale included in gains (losses) on other assets in the consolidated statements of income
NOTE 8 – FORECLOSED ASSETS
Foreclosed assets activity is as follows for the years ended December 31:
Year Ended December 31,
2021
2020
2019
(dollars in thousands)
Beginning balance
$
4,168
$
5,099
$
9,559
Transfers from loans
4,857
1,074
2,520
Capitalized improvements
—
6
41
Proceeds from sales
( 5,805 )
( 2,079 )
( 5,460 )
Sales through loan origination
( 252 )
( 67 )
( 2,046 )
Net gain (loss) on sales
505
348
1,048
Direct write-downs
( 195 )
( 213 )
( 563 )
Ending balance
$
3,278
$
4,168
$
5,099
128
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Gains (losses) on foreclosed assets includes the following for the years ended December 31:
Year Ended December 31,
2021
2020
2019
(dollars in thousands)
Direct write-downs
$
( 195 )
$
( 213 )
$
( 563 )
Net gain (loss) on sales
505
348
1,048
Guarantee reimbursements
—
7
80
Gain on settlement
—
—
375
Gains (losses) on foreclosed assets
$
310
$
142
$
940
The carrying value of foreclosed one-to-four family residential real estate property as of December 31, 2021 and 2020, was $ 169,000 and $ 868,000 , respectively. As of December 31, 2021, there were 4 one-to-four family residential real estate loans in the process of foreclosure totaling approximately $ 55,000 . As of December 31, 2020, there were 11 residential real estate loans in the process of foreclosure totaling approximately $ 1,526,000 .
NOTE 9 – GOODWILL AND OTHER INTANGIBLE ASSETS
The following table summarizes the changes in the Company’s goodwill and core deposit intangible assets for the years ended December 31:
Year Ended December 31,
2021
2020
2019
Core Deposit
Core Deposit
Core Deposit
Goodwill
Intangible
Goodwill
Intangible
Goodwill
Intangible
(dollars in thousands)
Beginning balance
$
23,620
$
2,798
$
23,620
$
4,030
$
23,620
$
5,453
Additions
5,702
199
—
—
—
—
Amortization
—
( 1,054 )
—
( 1,232 )
—
( 1,423 )
Ending balance
$
29,322
$
1,943
$
23,620
$
2,798
$
23,620
$
4,030
Accumulated amortization
$
—
$
19,974
$
—
$
18,920
$
—
$
17,688
Amortization of core deposit intangible assets for the years subsequent to December 31, 2021 is expected to be as follows (dollars in thousands):
Year ended December 31,
2022
$
873
2023
353
2024
337
2025
275
2026
20
Thereafter
85
Total
$
1,943
129
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 – DEPOSITS
The Company’s deposits are summarized below as December 31:
December 31, 2021
December 31, 2020
(dollars in thousands)
Noninterest-bearing deposits
$
1,087,659
$
882,939
Interest-bearing deposits:
Interest-bearing demand
1,105,949
968,592
Money market
583,198
462,056
Savings
633,171
517,473
Time
328,208
299,474
Total interest-bearing deposits
2,650,526
2,247,595
Total deposits
$
3,738,185
$
3,130,534
Money market deposits include $ 4,238,000 of brokered deposits as of December 31, 2021. Money market deposits also include $ 6,895,000 and $ 6,489,000 of reciprocal transaction deposits as of December 31, 2021 and 2020, respectively. Time deposits include $ 850,000 and $ 3,164,000 of reciprocal time deposits as of December 31, 2021 and 2020, respectively.
The aggregate amounts of time deposits in denominations of $250,000 or more amounted to $ 59,512,000 and $ 26,687,000 as of December 31, 2021 and 2020, respectively. The aggregate amounts of time deposits in denominations of $100,000 or more amounted to $ 133,067,000 and $ 99,649,000 as of December 31, 2021 and 2020, respectively.
At December 31, 2021, the scheduled maturities of time deposits are as follows (dollars in thousands):
Year ended December 31,
2022
$
235,100
2023
64,106
2024
13,179
2025
9,042
2026
6,562
Thereafter
219
Total
$
328,208
The components of interest expense on deposits for the years ended December 31 are as follows:
Year Ended December 31,
2021
2020
2019
(dollars in thousands)
Interest-bearing demand
$
518
$
647
$
1,474
Money market
437
697
1,837
Savings
188
196
278
Time
1,329
2,681
4,343
Total interest expense on deposits
$
2,472
$
4,221
$
7,932
130
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
All repurchase agreements are sweep instruments. The securities underlying the agreements as of December 31, 2021 and 2020 were under the Company’s control in safekeeping at third-party financial institutions, and included debt securities.
Information pertaining to securities sold under agreements to repurchase as of December 31 is as follows:
December 31, 2021
December 31, 2020
(dollars in thousands)
Balance at end of year
$
61,256
$
45,736
Weighted average rate as of end of year
0.07
%
0.06
%
Fair value of securities underlying the agreements
$
64,164
$
62,472
Carrying value of securities underlying the agreements
$
64,262
$
62,415
NOTE 12 – BORROWINGS
There were no Federal Home Loan Bank of Chicago (FHLB) borrowings outstanding as of December 31, 2021 and 2020. Available borrowings from the FHLB are secured by FHLB stock held by the Company and pledged security in the form of qualifying loans. The total amount of loans pledged as of December 31, 2021 and 2020 was $ 566,996,000 and $ 493,690,000 , respectively. As of December 31, 2021 and 2020, loans pledged also served as collateral for credit exposure of approximately $ 355,000 associated with the Bank’s participation in the FHLB’s Mortgage Partnership Finance Program.
The Bank also had available borrowings through the discount window of the Federal Reserve Bank of Chicago (FRB). Available borrowings are based on the collateral pledged. As of December 31, 2021, there was no collateral pledged. As of December 31, 2020, the carrying value of securities pledged amounted to $ 499,000 . There was no outstanding balance from the FRB discount window as of December 31, 2021 and 2020.
NOTE 13 – SUBORDINATED NOTES
On September 3, 2020, the Company issued $ 40,000,000 of fixed-to-floating rate subordinated notes that mature on September 15, 2030. The subordinated notes, which are unsecured obligations of the Company, bear a fixed interest rate of 4.50 % for the first five years after issuance and thereafter bear interest at a floating rate equal to three-month SOFR, as determined on the Floating Interest Determination Date, plus 4.37 %. Interest is payable semi-annually during the five year fixed rate period and quarterly during the subsequent five year floating rate period. The subordinated notes have an optional redemption in whole or in part on any interest payment date on or after September 15, 2025. If the subordinated notes are redeemed before they mature, the redemption price will be the principal amount plus any accrued but unpaid interest. The transaction resulted in debt issuance costs of $ 789,000 which will be amortized over 10 years . As of December 31, 2021, 100 % of the subordinated notes qualified as Tier 2 capital.
The face value and carrying value of the subordinated notes are summarized below:
December 31, 2021
December 31, 2020
(dollars in thousands)
Subordinated notes, at face value
$
40,000
$
40,000
Unamortized issuance costs
( 684 )
( 762 )
Subordinated notes, at carrying value
$
39,316
$
39,238
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14 – JUNIOR SUBORDINATED DEBENTURES ISSUED TO CAPITAL TRUSTS
Five subsidiary business trusts of the Company have issued floating rate capital securities (“capital securities”) which are guaranteed by the Company.
The Company owns all of the outstanding stock of the five subsidiary business trusts. The trusts used the proceeds from the issuance of their capital securities to buy floating rate junior subordinated deferrable interest debentures (“junior subordinated debentures”) issued by the Company. These junior subordinated debentures are the only assets of the trusts and the interest payments from the junior subordinated debentures finance the distributions paid on the capital securities. The junior subordinated debentures are unsecured and rank junior and subordinate in the right of payment to all senior debt of the Company.
In accordance with GAAP, the trusts are not consolidated in the Company’s financial statements.
The carrying value of the junior subordinated debentures are summarized as follows:
December 31, 2021
December 31, 2020
(dollars in thousands)
Heartland Bancorp, Inc. Capital Trust B
$
10,310
$
10,310
Heartland Bancorp, Inc. Capital Trust C
10,310
10,310
Heartland Bancorp, Inc. Capital Trust D
5,155
5,155
FFBI Capital Trust I
7,217
7,217
National Bancorp Statutory Trust I
5,773
5,773
Total junior subordinated debentures, at face value
38,765
38,765
National Bancorp Statutory Trust I unamortized discount
( 1,051 )
( 1,117 )
Total junior subordinated debentures, at carrying value
$
37,714
$
37,648
The interest rates on the subordinated debentures are variable, reset quarterly, and are equal to the three-month LIBOR, as determined on the LIBOR Determination Date immediately preceding the Distribution Payment Date specific to each junior subordinated debenture, plus a fixed percentage. The interest rates and maturities of the junior subordinated debentures are summarized as follows:
Interest Rate at
Variable
December 31,
December 31,
Maturity
Interest Rate
2021
2020
Date
Heartland Bancorp, Inc. Capital Trust B
LIBOR plus
2.75
%
2.87
%
2.99
%
April 6, 2034
Heartland Bancorp, Inc. Capital Trust C
LIBOR plus
1.53
1.73
1.75
June 15, 2037
Heartland Bancorp, Inc. Capital Trust D
LIBOR plus
1.35
1.55
1.57
September 15, 2037
FFBI Capital Trust I
LIBOR plus
2.80
2.92
3.04
April 6, 2034
National Bancorp Statutory Trust I
LIBOR plus
2.90
3.10
3.12
December 31, 2037
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The distribution rate payable on the debentures is cumulative and payable quarterly in arrears. The Company has the right, subject to events in default, to defer payments of interest on the junior subordinated debentures at any time by extending the interest payment period for a period not exceeding 20 quarterly periods with respect to each deferral period, provided that no extension period may extend beyond the redemption or maturity date of the junior subordinated debentures. The capital securities are subject to mandatory redemption upon payment of the junior subordinated debentures and carry an interest rate identical to that of the related debenture. The junior subordinated debentures maturity dates may be shortened if certain conditions are met, or at any time within 90 days following the occurrence and continuation of certain changes in either tax treatment or the capital treatment of the junior subordinated debentures or the capital securities. If the junior subordinated debentures are redeemed before they mature, the redemption price will be the principal amount plus any accrued but unpaid interest. The Company has the right to terminate each Capital Trust and cause the junior subordinated debentures to be distributed to the holders of the capital securities in liquidation of such trusts.
Under current banking regulations, bank holding companies are allowed to include qualifying trust preferred securities in their Tier 1 Capital for regulatory capital purposes, subject to a 25% limitation to all core (Tier 1) capital elements, net of goodwill and other intangible assets less any associated deferred tax liability. As of December 31, 2021 and 2020, 100 %of the trust preferred securities qualified as Tier 1 capital under the final rule adopted in March 2005.
NOTE 15 – DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are negotiated contracts entered into by two issuing counterparties containing specific agreement terms, including the underlying instrument, amount, exercise price, and maturities. The derivatives accounting guidance requires that the Company recognize all derivative financial instruments as either assets or liabilities at fair value in the consolidated balance sheets. The Company may utilize interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Interest Rate Swaps Designated as Cash Flow Hedges
The Company designated certain interest rate swap agreements as cash flow hedges on variable-rate borrowings. For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on interest rate swaps designated as cash flow hedging instruments are reported as a component of accumulated other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings.
The interest rate swap agreements designated as cash flow hedges are summarized as follows:
December 31, 2021
December 31, 2020
Notional
Fair
Notional
Fair
Amount
Value
Amount
Value
(dollars in thousands)
Fair value recorded in other liabilities
$
17,000
$
( 680 )
$
17,000
$
( 1,458 )
As of December 31, 2021, the interest rate swap agreements designated as cash flow hedges had contractual maturities between 2024 and 2025. As of December 31, 2021 and 2020, the Company had cash pledged and held on deposit at counterparties of $ 780,000 and $ 1,630,000 , respectively.
During the three months ended March 31, 2019, the Company had an interest rate swap contract with a notional amount of $ 10,000,000 designated as a cash flow hedge on variable-rate loans. Beginning April 1, 2019, this hedging relationship was no longer considered highly effective, and the Company discontinued hedge accounting. In accordance with hedge accounting guidance, the net unrealized gain associated with the discontinued hedging relationship, recorded within accumulated other comprehensive income, was reclassified into earnings through April 7, 2020, the period the hedged forecasted transactions affected earnings.
For the years ended December 31, 2021, 2020, and 2019, the effect of interest rate swap agreements designated as cash flow hedges on the consolidated statements of income are summarized as follows:
Location of gross gain (loss) reclassified
Amounts of gross gain (loss)
from accumulated other
reclassified from accumulated
comprehensive income to income
other comprehensive income
Year Ended December 31,
2021
2020
2019
Designated as cash flow hedges:
(dollars in thousands)
Taxable loan interest income
$
—
$
64
$
116
Junior subordinated debentures interest expense
( 412 )
( 302 )
( 29 )
Total
$
( 412 )
$
( 238 )
$
87
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Interest Rate Swaps Not Designated as Hedging Instruments
The Company may offer interest rate swap agreements to its commercial borrowers in connection with their risk management needs. The Company manages the risk associated with these contracts by entering into an equal and offsetting derivative with a third-party financial institution. While these interest rate swap agreements generally worked together as an economic interest rate hedge, the Company did not designate them for hedge accounting treatment. Consequently, changes in fair value of the corresponding derivative financial asset or liability were recorded as either a charge or credit to current earnings during the period in which the changes occurred.
The interest rate swap agreements not designated as hedging instruments are summarized as follows:
December 31, 2021
December 31, 2020
Notional
Fair
Notional
Fair
Amount
Value
Amount
Value
(dollars in thousands)
Fair value recorded in other assets:
Interest rate swaps with a commercial borrower counterparty
$
112,041
$
8,622
$
122,313
$
15,360
Interest rate swaps with a financial institution counterparty
3,880
75
—
—
Total fair value recorded in other assets
$
115,921
$
8,697
$
122,313
$
15,360
Fair value recorded in other liabilities:
Interest rate swaps with a commercial borrower counterparty
$
3,880
$
( 75 )
$
—
$
—
Interest rate swaps with a financial institution counterparty
112,041
( 8,622 )
122,313
( 15,360 )
Total fair value recorded in other liabilities
$
115,921
$
( 8,697 )
$
122,313
$
( 15,360 )
As of December 31, 2021, the interest rate swap agreements not designated as hedging instruments had contractual maturities between 2022 and 2042. As of December 31, 2021 and 2020, the Company had $ 7,483,000 and $ 15,490,000 , respectively, of debt securities pledged and held in safekeeping at the financial institution counterparty.
For the years ended December 31, 2021, 2020 and 2019, the effect of interest rate contracts not designated as hedging instruments recognized in other noninterest income on the consolidated statements of income are summarized as follows:
Year Ended December 31,
2021
2020
2019
Not designated as hedging instruments:
(dollars in thousands)
Gross gains
$
13,773
$
24,758
$
13,537
Gross losses
( 13,773 )
( 24,758 )
( 13,500 )
Net gains (losses)
$
—
$
—
$
37
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16 – ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table presents the activity and accumulated balances for components of other comprehensive income (loss) for the years ended December 31:
Unrealized Gains (Losses)
on Debt Securities
Available-for-Sale
Held-to-Maturity
Derivatives
Total
(dollars in thousands)
Balance, December 31, 2018
$
( 4,561 )
$
122
$
151
$
( 4,288 )
Other comprehensive income (loss) before reclassifications
12,458
—
( 698 )
11,760
Reclassifications
—
( 264 )
( 87 )
( 351 )
Other comprehensive income (loss), before tax
12,458
( 264 )
( 785 )
11,409
Income tax (benefit) expense
( 762 )
( 11 )
62
( 711 )
Other comprehensive income (loss), after tax
13,220
( 253 )
( 847 )
12,120
Balance, December 31, 2019
8,659
( 131 )
( 696 )
7,832
Other comprehensive income (loss) before reclassifications
15,272
—
( 1,084 )
14,188
Reclassifications
—
18
238
256
Other comprehensive income (loss), before tax
15,272
18
( 846 )
14,444
Income tax expense (benefit)
4,353
5
( 235 )
4,123
Other comprehensive income (loss), after tax
10,919
13
( 611 )
10,321
Balance, December 31, 2020
19,578
( 118 )
( 1,307 )
18,153
Transfer from available-for-sale to held-to-maturity
3,887
( 3,887 )
—
—
Other comprehensive (loss) income before reclassifications
( 24,798 )
—
366
( 24,432 )
Reclassifications
—
687
412
1,099
Other comprehensive (loss) income, before tax
( 24,798 )
687
778
( 23,333 )
Income tax (benefit) expense
( 7,069 )
196
222
( 6,651 )
Other comprehensive (loss) income, after tax
( 17,729 )
491
556
( 16,682 )
Balance, December 31, 2021
$
5,736
$
( 3,514 )
$
( 751 )
$
1,471
The amounts reclassified from accumulated other comprehensive income (loss) for unrealized gains (losses) on debt securities available-for-sale are included in gains (losses) on securities in the accompanying consolidated statements of income.
The amounts reclassified from accumulated other comprehensive income (loss) for unrealized gains on debt securities held-to-maturity are included in securities interest income in the accompanying consolidated statements of income.
The amounts reclassified from accumulated other comprehensive income (loss) for the fair value of derivative instruments represent net interest payments received or made on derivatives designated as cash flow hedges. See Note 15 for additional information.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17 – INCOME TAXES
Effective October 11, 2019, the Company voluntarily revoked its S Corporation status and became a taxable entity (C Corporation). As such, any periods prior to October 11, 2019 will only reflect an effective state income tax rate. In connection with the conversion of tax status, the Company recognized a deferred tax asset of $ 534,000 and an income tax benefit of $ 534,000 .
In recording the impact of the conversion to a C Corporation, the Company recorded a deferred income tax expense of $ 2,741,000 related to the unrealized gains (losses) on debt securities and derivatives, through the income statement in accordance with ASC 740-20-45-8; therefore, the amount shown in other comprehensive income has not been reduced by the above expense. This difference will remain in accumulated other comprehensive income until the underlying securities are sold or mature and the underlying cash flow hedging relationships terminate in accordance with the portfolio approach allowed under ASC 740.
Allocation of income tax expense between current and deferred portions for the years ended December 31 is as follows:
Year Ended December 31,
2021
2020
2019
(dollars in thousands)
Current
Federal
$
11,330
$
8,358
$
4,849
State
6,053
4,709
3,102
Total current
17,383
13,067
7,951
Deferred
Federal
1,945
( 226 )
( 1,437 )
State
963
( 113 )
( 724 )
Change in tax status
—
—
( 534 )
Total deferred
2,908
( 339 )
( 2,695 )
Income tax expense
$
20,291
$
12,728
$
5,256
Income tax expense differs from the statutory federal rate for the years ended December 31 due to the following:
Year Ended December 31,
2021
2020
2019
Amount
Percentage
Amount
Percentage
Amount
Percentage
(dollars in thousands)
Federal income tax, at statutory rate
$
16,078
21.0
%
$
10,410
21.0
%
$
3,933
5.5
%
Increase (decrease) resulting from:
Federally tax exempt interest income
( 1,426 )
( 1.9 )
( 1,470 )
( 3.0 )
( 372 )
( 0.5 )
State taxes, net of federal benefit
5,430
7.1
3,631
7.4
2,212
3.1
Change in tax status
—
—
—
—
( 534 )
( 0.8 )
Other
209
0.3
157
0.3
17
—
Income tax expense
$
20,291
26.5
%
$
12,728
25.7
%
$
5,256
7.3
%
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of the deferred tax assets and liabilities are as follows:
December 31, 2021
December 31, 2020
(dollars in thousands)
Deferred tax assets
Allowance for loan losses
$
6,756
$
9,046
Compensation related
2,314
2,301
Deferred loan fees
1,059
1,595
Nonaccrual interest
489
660
Foreclosed assets
43
45
Goodwill
316
336
Net unrealized losses on debt securities
304
—
Other
853
1,011
Total deferred tax assets
12,134
14,994
Deferred tax liabilities
Fixed asset depreciation
4,188
4,361
Mortgage servicing rights
2,262
1,692
Other purchase accounting adjustments
776
1,115
Intangible assets
374
580
Prepaid assets
664
685
Net unrealized gains on debt securities
—
6,569
Other
505
370
Total deferred tax liabilities
8,769
15,372
Net deferred tax asset (liability)
$
3,365
$
( 378 )
NOTE 18 – EARNINGS PER SHARE
The Company has granted certain restricted stock units that contain non-forfeitable rights to dividend equivalents. Such restricted stock units are considered participating securities. As such, we have included these restricted stock units in the calculation of basic earnings per share and calculate basic earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings.
Diluted earnings per share is computed using the treasury stock method and reflects the potential dilution from the Company’s outstanding restricted stock units.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table sets forth the computation of basic and diluted earnings per share:
Year Ended December 31,
2021
2020
2019
(dollars in thousands)
Numerator:
Net income
$
56,271
$
36,845
$
66,865
Earnings allocated to participating securities
( 104 )
( 93 )
—
Numerator for earnings per share - basic and diluted
$
56,167
$
36,752
$
66,865
Denominator:
Weighted average common shares outstanding
27,795,806
27,457,306
20,090,270
Dilutive effect of outstanding restricted stock units
15,487
—
—
Weighted average common shares outstanding, including all dilutive potential shares
27,811,293
27,457,306
20,090,270
Earnings per share - Basic
$
2.02
$
1.34
$
3.33
Earnings per share - Diluted
$
2.02
$
1.34
$
3.33
NOTE 19 – DEFERRED COMPENSATION
The Company maintained a supplemental executive retirement plan (SERP) for certain key executive officers. The SERP benefit payments were scheduled to be paid in equal monthly installments over 30 years . In June 2019, the Company approved the termination of the SERP, and a lump sum payment was made in June 2020 to each participant equal to the present value of any remaining installment payments. As of December 31, 2021 and 2020, there was no remaining deferred compensation liability for the SERP. During the years ended December 31, 2020 and 2019, the Company recognized deferred compensation expense for the SERP of $ 1,660,000 and $ 4,291,000 , respectively.
NOTE 20 – EMPLOYEE BENEFIT PLANS
Profit Sharing Plan
During the years ended December 31, 2021, 2020, and 2019, the Company’s profit sharing plan contribution expense amounted to $ 1,269,000 , $ 1,118,000 , and $ 1,223,000 , respectively. The Company’s contributions vest to employees ratably over a six-year period.
Medical Insurance Benefits
The Company is partially self-insured for medical claims filed by its employees. As of December 31, 2021 and 2020, the Company’s maximum aggregate liability under the plan was $ 6,588,000 and $ 6,287,000 , respectively. During the years ended December 31, 2021, 2020, and 2019, medical benefits expense amounted to $ 4,161,000 , $ 4,840,000 , and $ 3,734,000 , respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 21 – STOCK-BASED COMPENSATION PLANS
The Company has adopted the HBT Financial, Inc. Omnibus Incentive Plan (the “Omnibus Incentive Plan”). The Omnibus Incentive Plan provides for grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted shares, (iv) restricted stock units, (v) performance awards, (vi) other share-based awards and (vii) other cash-based awards to eligible employees, non-employee directors and consultants of the Company. The maximum number of shares of common stock available for issuance under the Omnibus Incentive Plan is 1,820,000 shares.
The following is a summary of stock-based compensation expense (benefit):
Year Ended December 31,
2021
2020
2019
(dollars in thousands)
Restricted stock units
$
579
$
351
$
—
Performance restricted stock units
185
—
—
Total awards classified as equity
764
351
—
Stock appreciation rights
226
( 137 )
343
Total stock-based compensation expense
$
990
$
214
$
343
Restricted Stock Units
A restricted stock unit grants a participant the right to receive one share of common stock, following the completion of the requisite service period. Restricted stock units are classified as equity. Compensation cost is based on the Company’s stock price on the grant date and is recognized on a straight-line basis over the service period for the entire award. Dividend equivalents on restricted stock units, which are either accrued until vested or paid at the same time as dividends on common stock, are classified as dividends charged to retained earnings.
During the years ended December 31, 2021 and 2020, the total grant date fair value of the restricted stock units granted was $ 948,000 and $ 1,399,000 , respectively, based on the grant date closing prices. The total intrinsic value of restricted stock units that vested during the year ended December 31, 2021 was $ 305,000 .
The following is a summary of outstanding restricted stock unit activity:
Weighted
Average
Restricted
Grant Date
Stock Units
Fair Value
Balance, December 31, 2018
—
$
—
Granted
—
—
Vested
—
—
Forfeited
—
—
Balance, December 31, 2019
—
$
—
Granted
73,700
18.98
Vested
—
—
Forfeited
( 2,700 )
19.03
Balance, December 31, 2020
71,000
$
18.98
Granted
59,994
15.81
Vested
( 20,225 )
18.86
Forfeited
( 1,525 )
18.11
Balance, December 31, 2021
109,244
$
17.27
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2021, unrecognized compensation cost related to non-vested restricted stock units was $ 1,339,000 . This cost is expected to be recognized over the weighted average remaining contractual term of 2.3 years
Performance Restricted Stock Units
A performance restricted stock unit is similar to a restricted stock unit, except that the number of shares of common stock awarded is based on a performance condition and the completion of the requisite service period. The number of shares of common stock that may be earned ranges from 0 % to 150 % of the number of performance restricted stock units granted. Performance restricted stock units are classified as equity. Compensation cost is based on the Company’s stock price on the grant date and an assessment of the probable outcome of the performance condition. Compensation cost is recognized on a straight-line basis over the service period of the entire award. Changes in the performance condition probability assessment result in cumulative catch-up adjustments to the compensation cost recognized. Dividend equivalents on performance restricted stock units, which are accrued until vested, are classified as dividends charged to retained earnings.
During the year ended December 31, 2021, the total grant date fair value of the performance restricted stock units granted was $ 603,000 , based on the grant date closing prices. Performance conditions are based on either the average annual return on average tangible common equity during the performance period or average loan balances for a specified geographic region during the performance period, with downward adjustments if certain credit quality criteria are not maintained.
The following is a summary of performance restricted stock unit activity:
Weighted
Performance
Average
Restricted
Grant Date
Stock Units
Fair Value
Balance, December 31, 2018
—
$
—
Granted
—
—
Vested
—
—
Forfeited
—
—
Balance, December 31, 2019
—
$
—
Granted
—
—
Vested
—
—
Forfeited
—
—
Balance, December 31, 2020
—
$
—
Granted
38,344
15.72
Vested
—
—
Forfeited
—
—
Balance, December 31, 2021
38,344
$
15.72
As of December 31, 2021, unrecognized compensation cost related to non-vested performance restricted stock units was $ 579,000 , based on the current assessment of the probable outcome of the performance condition. This cost is expected to be recognized over the weighted average remaining contractual term of 2.5 years.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock Appreciation Rights
A stock appreciation right grants a participant the right to receive an amount of cash, the value of which equals the appreciation in the Company’s stock price between the grant date and the exercise date. Stock appreciation rights units are classified as liabilities. Prior to becoming a public entity, the liability was based on the intrinsic value of the stock appreciation rights, calculated using the grant date assigned value and an independent appraisal of the Company’s stock price that was subject to approval by the Board of Directors. Since becoming a public entity on October 11, 2019, the liability was based on an option-pricing model used to estimate the fair value of the stock appreciation rights. Compensation cost for unvested stock appreciation rights is recognized on a straight line basis over the vesting period of the entire award. The unvested stock appreciation rights vest in four equal annual installments beginning on the first anniversary of the grant date.
The following is a summary of outstanding stock appreciation rights activity:
Weighted
Stock
Average
Appreciation
Grant Date
Rights
Assigned Value
Balance, December 31, 2018
91,800
$
5.73
Granted
110,160
16.32
Exercised
( 91,800 )
5.73
Expired
—
—
Forfeited
—
—
Balance, December 31, 2019
110,160
$
16.32
Granted
—
—
Exercised
—
—
Expired
—
—
Forfeited
( 4,590 )
16.32
Balance, December 31, 2020
105,570
$
16.32
Granted
—
—
Exercised
( 6,120 )
16.32
Expired
( 1,530 )
16.32
Forfeited
—
—
Balance, December 31, 2021
97,920
$
16.32
A further summary of outstanding stock appreciation rights as of December 31, 2021, is as follows:
Weighted Average
Stock Appreciation Rights
Remaining
Grant Date Assigned Values
Outstanding
Exercisable
Contractual Term
$ 16.32
97,920
85,680
7.2
years
As of December 31, 2021, unrecognized compensation cost related to non-vested stock appreciation rights was $ 56,000 .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2021 and 2020, the liability recorded for outstanding stock appreciation rights was $ 485,000 and $ 272,000 , respectively. The Company used an option pricing model to value the stock appreciation rights, using the assumptions in the following table. Expected volatility is derived from the historical volatility of the Company’s stock price and a selected peer group of industry-related companies.
December 31, 2021
December 31, 2020
Risk-free interest rate
1.40
%
0.80
%
Expected volatility
35.52
%
34.72
%
Expected life (in years)
7.7
8.7
Expected dividend yield
3.20
%
3.96
%
As of December 31, 2021, the liability recorded for previously exercised stock appreciation rights was $ 797,000 , which will be paid in three remaining equal annual installments. As of December 31, 2020, the liability recorded for previously exercised units was $ 1,087,000 .
NOTE 22 – REGULATORY CAPITAL
The Company (on a consolidated basis) and the Bank are each subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by the regulators that, if undertaken, could have a direct material effect on the consolidated financial statements of the Company and the Bank. Additionally, the ability of the Company to pay dividends to its stockholders is dependent upon the ability of the Bank to pay dividends to the Company.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. As allowed under the regulations, the Company and the Bank elected to exclude accumulated other comprehensive income, including unrealized gains and losses on securities, in the computation of regulatory capital. Prompt corrective action provisions are not applicable to bank holding companies.
Additionally, the Company and the Bank must maintain a “capital conservation buffer” to avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to management. As of December 31, 2021 and 2020, the capital conservation buffer was 2.5 %of risk-weighted assets.
As of December 31, 2021, the Company and the Bank meet all capital adequacy requirements to which they are subject.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The actual and required capital amounts and ratios of HBT Financial, Inc. (consolidated) and the Bank are as follows:
Actual
For Capital
Adequacy
Purposes
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
December 31, 2021
Amount
Ratio
Amount
Ratio
Amount
Ratio
(dollars in thousands)
Total Capital (to Risk Weighted Assets)
Consolidated HBT Financial, Inc.
$
479,320
16.88
%
$
227,115
8.00
%
N/A
N/A
Heartland Bank and Trust Company
452,162
15.94
226,950
8.00
$
283,688
10.00
%
Tier 1 Capital (to Risk Weighted Assets)
Consolidated HBT Financial, Inc.
$
416,068
14.66
%
$
170,336
6.00
%
N/A
N/A
Heartland Bank and Trust Company
428,226
15.09
170,213
6.00
$
226,950
8.00
%
Common Equity Tier 1 Capital (to Risk Weighted Assets)
Consolidated HBT Financial, Inc.
$
379,519
13.37
%
$
127,752
4.50
%
N/A
N/A
Heartland Bank and Trust Company
428,226
15.09
127,659
4.50
$
184,397
6.50
%
Tier 1 Capital (to Average Assets)
Consolidated HBT Financial, Inc.
$
416,068
9.84
%
$
169,171
4.00
%
N/A
N/A
Heartland Bank and Trust Company
428,226
10.13
169,070
4.00
$
211,337
5.00
%
Actual
For Capital
Adequacy
Purposes
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
December 31, 2020
Amount
Ratio
Amount
Ratio
Amount
Ratio
(dollars in thousands)
Total Capital (to Risk Weighted Assets)
Consolidated HBT Financial, Inc.
$
426,283
17.40
%
$
195,970
8.00
%
N/A
N/A
Heartland Bank and Trust Company
382,511
15.63
195,787
8.00
$
244,733
10.00
%
Tier 1 Capital (to Risk Weighted Assets)
Consolidated HBT Financial, Inc.
$
356,410
14.55
%
$
146,977
6.00
%
N/A
N/A
Heartland Bank and Trust Company
351,904
14.38
146,840
6.00
$
195,787
8.00
%
Common Equity Tier 1 Capital (to Risk Weighted Assets)
Consolidated HBT Financial, Inc.
$
319,927
13.06
%
$
110,233
4.50
%
N/A
N/A
Heartland Bank and Trust Company
351,904
14.38
110,130
4.50
$
159,077
6.50
%
Tier 1 Capital (to Average Assets)
Consolidated HBT Financial, Inc.
$
356,410
9.94
%
$
143,454
4.00
%
N/A
N/A
Heartland Bank and Trust Company
351,904
9.82
143,296
4.00
$
179,120
5.00
%
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 23 – FAIR VALUE OF FINANCIAL INSTRUMENTS
Recurring Basis
The Company uses fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Additional information on fair value measurements are summarized in Note 1. There were no transfers between levels during the years ended December 31, 2021 and 2020. The Company’s policy for determining transfers between levels occurs at the end of the reporting period when circumstances in the underlying valuation criteria change and result in transfer between levels.
The following tables present the balances of the assets measured at fair value on a recurring basis as of December 31:
December 31, 2021
Level 1
Inputs
Level 2
Inputs
Level 3
Inputs
Total
Fair Value
(dollars in thousands)
Debt securities available-for-sale:
U.S. Treasury
$
108,976
$
—
$
—
$
108,976
U.S. government agency
—
128,105
—
128,105
Municipal
—
297,077
—
297,077
Mortgage-backed:
Agency residential
—
179,466
—
179,466
Agency commercial
—
164,061
—
164,061
Corporate
—
64,483
—
64,483
Equity securities with readily determinable fair values
3,443
—
—
3,443
Mortgage servicing rights
—
—
7,994
7,994
Derivative financial assets
—
8,697
—
8,697
Derivative financial liabilities
—
9,377
—
9,377
December 31, 2020
Level 1
Inputs
Level 2
Inputs
Level 3
Inputs
Total
Fair Value
(dollars in thousands)
Debt securities available-for-sale:
U.S. government agency
$
—
$
121,993
$
—
$
121,993
Municipal
—
274,261
—
274,261
Mortgage-backed:
Agency residential
—
203,252
—
203,252
Agency commercial
—
250,766
—
250,766
Corporate
—
72,597
—
72,597
Equity securities with readily determinable fair values
3,292
—
—
3,292
Mortgage servicing rights
—
—
5,934
5,934
Derivative financial assets
—
15,360
—
15,360
Derivative financial liabilities
—
16,818
—
16,818
The following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy. There were no changes to the valuation techniques from December 31, 2020 to December 31, 2021.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Investment Securities
When available, the Company uses quoted market prices to determine the fair value of securities; such items are classified in Level 1 of the fair value hierarchy. For the Company’s securities where quoted prices are not available for identical securities in an active market, the Company determines fair value utilizing vendors who apply matrix pricing for similar bonds where no price is observable or may compile prices from various sources. These models are primarily industry-standard models that consider various assumptions, including time value, yield curve, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace. Fair values from these models are verified, where possible, against quoted market prices for recent trading activity of assets with similar characteristics to the security being valued. Such methods are generally classified as Level 2. However, when prices from independent sources vary, cannot be obtained or cannot be corroborated, a security is generally classified as Level 3. The change in fair value of debt securities available-for-sale is recorded through an adjustment to the consolidated statement of comprehensive income. The change in fair value of equity securities with readily determinable fair values is recorded through an adjustment to the consolidated statement of income.
Derivative Financial Instruments
Interest rate swap agreements are carried at fair value as determined by dealer valuation models. Based on the inputs used, the derivative financial instruments subjected to recurring fair value adjustments are classified as Level 2. For derivative financial instruments designated as a hedging instruments, the change in fair value is recorded through an adjustment to the consolidated statement of comprehensive income. For derivative financial instruments not designated as a hedging instruments, the change in fair value is recorded through an adjustment to the consolidated statement of income.
Mortgage Servicing Rights
The Company has elected to record its mortgage servicing rights at fair value. Mortgage servicing rights do not trade in an active market with readily observable prices. Accordingly, the Company determines the fair value of mortgage servicing rights by estimating the fair value of the future cash flows associated with the mortgage loans being serviced as calculated by an independent third party. Key economic assumptions used in measuring the fair value of mortgage servicing rights include, but are not limited to, prepayment speeds and discount rates. Due to the nature of the valuation inputs, mortgage servicing rights are classified in Level 3 of the fair value hierarchy. The change in fair value is recorded through an adjustment to the consolidated statement of income.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present additional information about the unobservable inputs used in the fair value measurement of the mortgage servicing rights (dollars in thousands):
December 31, 2021
Fair Value
Valuation Technique
Unobservable Inputs
Range
(Weighted Average)
Mortgage servicing rights
$
7,994
Discounted cash flows
Constant pre-payment rates (CPR)
7.0 % to 88.9 % ( 11.7 %)
Discount rate
9.0 % to 11.0 % ( 9.0 %)
December 31, 2020
Fair Value
Valuation Technique
Unobservable Inputs
Range
(Weighted Average)
Mortgage servicing rights
$
5,934
Discounted cash flows
Constant pre-payment rates (CPR)
7.0 % to 85.0 % ( 17.3 %)
Discount rate
9.0 % to 11.0 % ( 9.0 %)
Nonrecurring Basis
Certain assets are measured at fair value on a nonrecurring basis. These assets are not measured at fair value on an ongoing basis; however, they are subject to fair value adjustments in certain circumstances, such as there is evidence of impairment or a change in the amount of previously recognized impairment.
The following tables present the balances of the assets measured at fair value on a nonrecurring basis as of December 31:
December 31, 2021
Level 1
Inputs
Level 2
Inputs
Level 3
Inputs
Total
Fair Value
(dollars in thousands)
Loans held for sale
$
—
$
4,942
$
—
$
4,942
Collateral-dependent impaired loans
—
—
22,423
22,423
Bank premises held for sale
—
—
1,452
1,452
Foreclosed assets
—
—
3,278
3,278
December 31, 2020
Level 1
Inputs
Level 2
Inputs
Level 3
Inputs
Total
Fair Value
(dollars in thousands)
Loans held for sale
$
—
$
14,713
$
—
$
14,713
Collateral-dependent impaired loans
—
—
33,320
33,320
Bank premises held for sale
—
—
121
121
Foreclosed assets
—
—
4,168
4,168
Loans Held for Sale
Mortgage loans originated and held for sale are carried at the lower of cost or estimated fair value. The Company obtains quotes or bids on these loans directly from purchasing financial institutions. Typically, these quotes include a premium on the sale and thus these quotes indicate fair value of the held for sale loans is greater than cost.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Collateral-dependent Impaired Loans
In accordance with the provisions of the loan impairment guidance, impairment was measured for loans which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement. The fair value of collateral-dependent impaired loans is estimated based on the fair value of the underlying collateral supporting the loan. Collateral-dependent impaired loans require classification in the fair value hierarchy. Impaired loans include loans acquired with deteriorated credit quality. Collateral values are estimated using Level 3 inputs based on customized discounting criteria.
Bank Premises Held for Sale
Bank premises held for sale are recorded at the lower of cost or fair value, less estimated selling costs, at the date classified as held for sale. Values are estimated using Level 3 inputs based on appraisals and customized discounting criteria. The carrying value of bank premises held for sale is not re-measured to fair value on a recurring basis but is subject to fair value adjustments when the carrying value exceeds the fair value, less estimated selling costs.
Foreclosed Assets
Foreclosed assets are recorded at fair value based on property appraisals, less estimated selling costs, at the date of the transfer. Subsequent to the transfer, foreclosed assets are carried at the lower of cost or fair value, less estimated selling costs. Values are estimated using Level 3 inputs based on appraisals and customized discounting criteria. The carrying value of foreclosed assets is not re-measured to fair value on a recurring basis but is subject to fair value adjustments when the carrying value exceeds the fair value, less estimated selling costs.
Collateral-Dependent Impaired Loans, Bank Premises Held for Sale, and Foreclosed Assets
The estimated fair value of collateral-dependent impaired loans, bank premises held for sale, and foreclosed assets is based on the appraised fair value of the collateral, less estimated costs to sell. Collateral-dependent impaired loans, bank premises held for sale, and foreclosed assets are classified within Level 3 of the fair value hierarchy.
The Company considers the appraisal or a similar evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value. Appraisals or a similar evaluation of the collateral underlying collateral-dependent loans and foreclosed assets are obtained at the time a loan is first considered impaired or a loan is transferred to foreclosed assets. Appraisals or a similar evaluation of bank premises held for sale are obtained when first classified as held for sale. Appraisals or similar evaluations are obtained subsequently as deemed necessary by management but at least annually on foreclosed assets and bank premises held for sale. Appraisals are reviewed for accuracy and consistency by management. Appraisals are performed by individuals selected from the list of approved appraisers maintained by management. The appraised values are reduced by discounts to consider lack of marketability and estimated costs to sell. These discounts and estimates are developed by management by comparison to historical results.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present quantitative information about unobservable inputs used in nonrecurring Level 3 fair value measurements (dollars in thousands).
December 31, 2021
Fair
Value
Valuation
Technique
Unobservable Inputs
Range
(Weighted Average)
Collateral-dependent impaired loans
$
22,423
Appraisal of collateral
Appraisal adjustments
Not meaningful
Bank premises held for sale
1,452
Appraisal
Appraisal adjustments
7 % ( 7 %)
Foreclosed assets
3,278
Appraisal
Appraisal adjustments
7 % ( 7 %)
December 31, 2020
Fair
Value
Valuation
Technique
Unobservable Inputs
Range
(Weighted Average)
Collateral-dependent impaired loans
$
33,320
Appraisal of collateral
Appraisal adjustments
Not meaningful
Bank premises held for sale
121
Appraisal
Appraisal adjustments
7 % ( 7 %)
Foreclosed assets
4,168
Appraisal
Appraisal adjustments
7 % ( 7 %)
Other Fair Value Methods
The following methods and assumptions were used by the Company in estimating fair value disclosures of its other financial instruments. There were no changes in the methods and significant assumptions used to estimate the fair value of these financial instruments.
Cash and Cash Equivalents
The carrying amounts of these financial instruments approximate their fair values.
Interest-bearing Time Deposits with Banks
The carrying values of interest-bearing time deposits with banks approximate their fair values.
Restricted Stock
The carrying amount of FHLB stock approximates fair value based on the redemption provisions of the FHLB.
Loans
The fair value estimation process for the loan portfolio uses an exit price concept and reflects discounts the Company believes are consistent with discounts in the marketplace. Fair values are estimated for portfolios of loans with similar characteristics. Loans are segregated by type such as commercial and industrial, agricultural and farmland, commercial real estate - owner occupied, commercial real estate - non-owner occupied, multi-family, construction and land development, one-to-four family residential, and municipal, consumer, and other. The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for similar maturities. The fair value analysis also includes other assumptions to estimate fair value, intended to approximate those a market participant would use in an orderly transaction, with adjustments for discount rates, interest rates, liquidity, and credit spreads, as appropriate.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Investments in Unconsolidated Subsidiaries
The fair values of the Company’s investments in unconsolidated subsidiaries are presumed to approximate carrying amounts.
Time Deposits
Fair values of certificates of deposit with stated maturities have been estimated using the present value of estimated future cash flows discounted at rates currently offered for similar instruments. Time deposits also include public funds time deposits.
Securities Sold Under Agreements to Repurchase
The fair values of repurchase agreements with variable interest rates are presumed to approximate their recorded carrying amounts.
Subordinated Notes
The fair values of subordinated debentures are estimated using discounted cash flow analyses based on rates observed on recent debt issuances by other financial institutions.
Junior Subordinated Debentures
The fair values of subordinated debentures are estimated using discounted cash flow analyses based on rates observed on recent debt issuances by other financial institutions.
Accrued Interest
The carrying amounts of accrued interest approximate fair value.
Limitations
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair values have been estimated using data which management considered the best available and estimation methodologies deemed suitable for the pertinent category of financial instrument.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table provides summary information on the carrying amounts and estimated fair values of the Company’s financial instruments as of December 31:
Fair Value
December 31, 2021
December 31, 2020
Hierarchy
Carrying
Estimated
Carrying
Estimated
Level
Amount
Fair Value
Amount
Fair Value
(dollars in thousands)
Financial assets:
Cash and cash equivalents
Level 1
$
409,268
$
409,268
$
312,451
$
312,451
Debt securities held-to-maturity
Level 2
336,185
336,027
68,395
72,441
Restricted stock
Level 3
2,739
2,739
2,498
2,498
Loans, net
Level 3
2,475,753
2,494,686
2,215,168
2,235,767
Investments in unconsolidated subsidiaries
Level 3
1,165
1,165
1,165
1,165
Accrued interest receivable
Level 2
14,901
14,901
14,255
14,255
Financial liabilities:
Time deposits
Level 3
328,208
327,779
299,474
300,989
Securities sold under agreements to repurchase
Level 2
61,256
61,256
45,736
45,736
Subordinated notes
Level 3
39,316
41,602
39,238
38,403
Junior subordinated debentures
Level 3
37,714
33,640
37,648
23,766
Accrued interest payable
Level 2
1,043
1,043
1,151
1,151
The Company estimated the fair value of lending related commitments as described in Note 24 to be immaterial based on limited interest rate exposure due to their variable nature, short-term commitment periods and termination clauses provided in the agreements.
NOTE 24 – COMMITMENTS AND CONTINGENCIES
Financial Instruments
The Bank is party to credit-related financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.
The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
Such commitments and conditional obligations were as follows as of December 31:
Contractual Amount
December 31, 2021
December 31, 2020
(dollars in thousands)
Commitments to extend credit
$
609,947
$
530,191
Standby letters of credit
12,960
10,031
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary, by the Bank upon extension of credit is based on management’s credit evaluation of the customer. Collateral held varies, but may include real estate, accounts receivable, inventory, property, plant, and equipment, and income-producing properties.
Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those standby letters of credit are primarily issued to support extensions of credit. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers. The Bank secures the standby letters of credit with the same collateral used to secure the related loan.
Lease Commitments
The Company leases office space under operating leases. Certain leases contain renewal options for periods from three to five years at their fair rental value at the time of renewal. Future minimum lease payments under these leases are as follows (dollars in thousands):
Year ended December 31,
2022
$
167
2023
131
2024
81
2025
33
Total
$
412
Legal Contingencies
Various legal claims arise from time to time in the normal course of business which, in the opinion of management, will have no material effect on the Company’s consolidated financial statements.
NOTE 25 – RELATED PARTY TRANSACTIONS
Loans
As of December 31, 2021 and 2020, loans to directors, executive officers, principal shareholders and their affiliated entities (related parties) amounted to $ 2,633,000 and $ 3,072,000 , respectively. These loans were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing for comparable loans with persons not related to us.
Deposits
Deposits of related parties amounted to $ 4,023,000 and $ 2,596,000 as of December 31, 2021 and 2020, respectively.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 26 – CONDENSED PARENT COMPANY ONLY FINANCIAL STATEMENTS
Following are the condensed financial statements of HBT Financial, Inc. (Parent only).
Condensed Parent Company Only Balance Sheets
December 31, 2021
December 31, 2020
ASSETS
(dollars in thousands)
Cash and cash equivalents
$
25,752
$
44,149
Investment in subsidiaries:
Bank
461,339
397,201
Non-bank
1,165
1,165
Other assets
1,283
1,140
Total assets
$
489,539
$
443,655
LIABILITIES
Subordinated notes
$
39,316
$
39,238
Junior subordinated debentures
37,714
37,648
Other liabilities
628
2,852
Total liabilities
77,658
79,738
STOCKHOLDERS' EQUITY
411,881
363,917
Total liabilities and stockholders' equity
$
489,539
$
443,655
Condensed Parent Company Only Statements of Income
Years ended December 31
2021
2020
2019
INCOME
(dollars in thousands)
Dividends received from subsidiaries:
Bank
$
20,000
$
17,600
$
109,969
Non-bank
—
36
385
Undistributed earnings from subsidiaries:
Bank
41,227
22,462
( 41,202 )
Non-bank
—
( 36 )
( 151 )
Other income
454
215
52
Total income
61,681
40,277
69,053
EXPENSES
Interest expense
3,305
2,189
1,922
Other expense
3,741
2,519
1,025
Total expenses
7,046
4,708
2,947
INCOME BEFORE INCOME TAX BENEFIT
54,635
35,569
66,106
INCOME TAX BENEFIT
( 1,636 )
( 1,276 )
( 759 )
NET INCOME
$
56,271
$
36,845
$
66,865
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Condensed Parent Company Only Statements of Cash Flows
Year ended December 31
2021
2020
2019
CASH FLOWS FROM OPERATING ACTIVITIES
(dollars in thousands)
Net income
$
56,271
$
36,845
$
66,865
Adjustments to reconcile net income to net cash provided by operating activities:
Undistributed earnings of consolidated subsidiaries
( 41,227 )
( 22,426 )
41,353
Stock-based compensation
764
351
—
Amortization of discount and issuance costs on subordinated notes and debentures
144
92
66
Net gain on sale of foreclosed assets
( 74 )
—
—
Changes in other assets and liabilities, net
( 2,231 )
1,633
( 1,912 )
Net cash provided by operating activities
13,647
16,495
106,372
CASH FLOWS FROM INVESTING ACTIVITIES
Capital contribution to bank subsidiary
—
—
( 17,000 )
Capital contribution to non-bank subsidiary
—
—
( 100 )
Purchase of securities
( 48 )
( 17 )
—
Proceeds from sale of foreclosed assets
74
—
—
Net cash paid for acquisition of NXT Bancorporation, Inc.
( 10,411 )
—
—
Net cash used in investing activities
( 10,385 )
( 17 )
( 17,100 )
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of subordinated notes, net of issuance costs
—
39,211
—
Issuance of common stock
—
—
138,493
Repurchase of common stock
( 4,906 )
—
—
Cash dividends and dividend equivalents paid
( 16,753 )
( 16,518 )
( 224,956 )
Net cash (used in) provided by financing activities
( 21,659 )
22,693
( 86,463 )
NET CHANGE IN CASH AND EQUIVALENTS
( 18,397 )
39,171
2,809
CASH AND CASH EQUIVALENTS
Beginning of year
44,149
4,978
2,169
End of year
$
25,752
$
44,149
$
4,978
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
None.