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 )
85
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets
86
Consolidated Statements of Income
87
Consolidated Statements of Comprehensive Income (Loss)
88
Consolidated Statements of Changes in Stockholders’ Equity
89
Consolidated Statements of Cash Flows
90
Notes to Consolidated Financial Statements
92
84
Table of Contents
Report of Independent Registered Public Accounting Firm
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, 2022 and 2021, the related consolidated statements of income, comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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 8, 2023
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HBT FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
December 31,
December 31,
2022
2021
ASSETS
Cash and due from banks
$
18,970
$
23,387
Interest-bearing deposits with banks
95,189
385,881
Cash and cash equivalents
114,159
409,268
Interest-bearing time deposits with banks
—
490
Debt securities available-for-sale, at fair value
843,524
942,168
Debt securities held-to-maturity (fair value of $ 478,801 at 2022 and $ 336,027 at 2021)
541,600
336,185
Equity securities with readily determinable fair value
3,029
3,443
Equity securities with no readily determinable fair value
1,977
1,927
Restricted stock, at cost
7,965
2,739
Loans held for sale
615
4,942
Loans, before allowance for loan losses
2,620,253
2,499,689
Allowance for loan losses
( 25,333 )
( 23,936 )
Loans, net of allowance for loan losses
2,594,920
2,475,753
Bank owned life insurance
7,557
7,393
Bank premises and equipment, net
50,469
52,483
Bank premises held for sale
235
1,452
Foreclosed assets
3,030
3,278
Goodwill
29,322
29,322
Core deposit intangible assets, net
1,070
1,943
Mortgage servicing rights, at fair value
10,147
7,994
Investments in unconsolidated subsidiaries
1,165
1,165
Accrued interest receivable
19,506
14,901
Other assets
56,444
17,408
Total assets
$
4,286,734
$
4,314,254
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits:
Noninterest-bearing
$
994,954
$
1,087,659
Interest-bearing
2,592,070
2,650,526
Total deposits
3,587,024
3,738,185
Securities sold under agreements to repurchase
43,081
61,256
Federal Home Loan Bank advances
160,000
—
Subordinated notes
39,395
39,316
Junior subordinated debentures issued to capital trusts
37,780
37,714
Other liabilities
45,822
25,902
Total liabilities
3,913,102
3,902,373
COMMITMENTS AND CONTINGENCIES (Note 23)
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 29,308,491 at 2022 and 29,276,547 at 2021; shares outstanding of 28,752,626 at 2022 and 28,986,061 at 2021
293
293
Surplus
222,783
220,891
Retained earnings
232,004
194,132
Accumulated other comprehensive income (loss)
( 71,759 )
1,471
Treasury stock at cost, 555,865 shares at 2022 and 290,486 at 2021
( 9,689 )
( 4,906 )
Total stockholders’ equity
373,632
411,881
Total liabilities and stockholders’ equity
$
4,286,734
$
4,314,254
See accompanying Notes to Consolidated Financial Statements
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HBT FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
2022
2021
2020
INTEREST AND DIVIDEND INCOME
(dollars in thousands, except per share data)
Loans, including fees:
Taxable
$
120,343
$
103,900
$
102,893
Federally tax exempt
3,135
2,384
2,303
Securities:
Taxable
23,368
16,948
13,179
Federally tax exempt
4,569
4,400
4,696
Interest-bearing deposits in bank
1,541
527
938
Other interest and dividend income
98
64
56
Total interest and dividend income
153,054
128,223
124,065
INTEREST EXPENSE
Deposits
2,511
2,472
4,221
Securities sold under agreements to repurchase
36
34
48
Borrowings
967
9
2
Subordinated notes
1,879
1,879
616
Junior subordinated debentures issued to capital trusts
1,787
1,426
1,573
Total interest expense
7,180
5,820
6,460
Net interest income
145,874
122,403
117,605
PROVISION FOR LOAN LOSSES
( 706 )
( 8,077 )
10,532
Net interest income after provision for loan losses
146,580
130,480
107,073
NONINTEREST INCOME
Card income
10,329
9,734
8,087
Wealth management fees
9,155
8,384
7,237
Service charges on deposit accounts
7,072
6,080
5,987
Mortgage servicing
2,609
2,825
2,978
Mortgage servicing rights fair value adjustment
2,153
1,690
( 2,584 )
Gains on sale of mortgage loans
1,461
5,846
8,835
Unrealized gains (losses) on equity securities
( 414 )
107
33
Gains (losses) on foreclosed assets
( 314 )
310
142
Gains (losses) on other assets
136
( 723 )
( 71 )
Income on bank owned life insurance
164
41
—
Other noninterest income
2,366
3,034
3,812
Total noninterest income
34,717
37,328
34,456
NONINTEREST EXPENSE
Salaries
51,767
48,972
50,225
Employee benefits
8,325
6,513
7,905
Occupancy of bank premises
7,673
6,788
6,580
Furniture and equipment
2,476
2,676
2,447
Data processing
7,441
7,329
6,742
Marketing and customer relations
3,803
3,376
3,476
Amortization of intangible assets
873
1,054
1,232
FDIC insurance
1,164
1,043
707
Loan collection and servicing
1,049
1,317
1,755
Foreclosed assets
293
908
557
Other noninterest expense
20,243
11,270
10,330
Total noninterest expense
105,107
91,246
91,956
INCOME BEFORE INCOME TAX EXPENSE
76,190
76,562
49,573
INCOME TAX EXPENSE
19,734
20,291
12,728
NET INCOME
$
56,456
$
56,271
$
36,845
EARNINGS PER SHARE - BASIC
$
1.95
$
2.02
$
1.34
EARNINGS PER SHARE - DILUTED
$
1.95
$
2.02
$
1.34
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING
28,853,697
27,795,806
27,457,306
See accompanying Notes to Consolidated Financial Statements
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HBT FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended December 31,
2022
2021
2020
(dollars in thousands)
NET INCOME
$
56,456
$
56,271
$
36,845
OTHER COMPREHENSIVE (LOSS) INCOME
Unrealized (losses) gains on debt securities available-for-sale
( 105,459 )
( 24,798 )
15,272
Reclassification adjustment for amortization of net unrealized losses on debt securities transferred to held-to-maturity
1,723
687
18
Unrealized gains (losses) on derivative instruments
1,183
366
( 1,084 )
Reclassification adjustment for net settlements on derivative instruments
126
412
238
Total other comprehensive (loss) income, before tax
( 102,427 )
( 23,333 )
14,444
Income tax (benefit) expense
( 29,197 )
( 6,651 )
4,123
Total other comprehensive (loss) income
( 73,230 )
( 16,682 )
10,321
TOTAL COMPREHENSIVE (LOSS) INCOME
$
( 16,774 )
$
39,589
$
47,166
See accompanying Notes to Consolidated Financial Statements
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HBT FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Accumulated
Common Stock
Other
Total
Shares
Retained
Comprehensive
Treasury
Stockholders’
Outstanding
Amount
Surplus
Earnings
Income (Loss)
Stock
Equity
(dollars in thousands, except per share data)
Balance, December 31, 2019
27,457,306
$
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
27,457,306
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 upon vesting of restricted stock units
20,225
—
—
—
—
—
—
Issuance of common stock in NXT acquisition
1,799,016
18
29,252
—
—
—
29,270
Repurchase of common stock
( 290,486 )
—
( 4,906 )
( 4,906 )
Cash dividends and dividend equivalents ($ 0.60 per share)
—
—
—
( 16,753 )
—
—
( 16,753 )
Balance, December 31, 2021
28,986,061
293
220,891
194,132
1,471
( 4,906 )
411,881
Net income
—
—
—
56,456
—
—
56,456
Other comprehensive loss
—
—
—
—
( 73,230 )
—
( 73,230 )
Stock-based compensation
—
—
1,949
—
—
—
1,949
Issuance of common stock upon vesting of restricted stock units, net of tax withholdings
31,944
—
( 57 )
—
—
—
( 57 )
Repurchase of common stock
( 265,379 )
—
—
—
—
( 4,783 )
( 4,783 )
Cash dividends and dividend equivalents ($ 0.64 per share)
—
—
—
( 18,584 )
—
—
( 18,584 )
Balance, December 31, 2022
28,752,626
$
293
$
222,783
$
232,004
$
( 71,759 )
$
( 9,689 )
$
373,632
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,
2022
2021
2020
(dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
56,456
$
56,271
$
36,845
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense
3,043
3,074
2,941
Provision for loan losses
( 706 )
( 8,077 )
10,532
Net amortization of debt securities
6,959
7,066
5,045
Amortization of unrealized gain on dedesignated cash flow hedge
—
—
( 64 )
Deferred income tax (benefit) expense
( 2,919 )
2,908
( 339 )
Stock-based compensation
1,949
764
351
Net accretion of discount and deferred loan fees on loans
( 5,337 )
( 12,448 )
( 4,902 )
Net unrealized loss (gain) on equity securities
414
( 107 )
( 33 )
Net (gain) loss on disposals of bank premises and equipment
( 9 )
33
2
Net gain on sales of bank premises held for sale
( 187 )
—
—
Impairment losses on bank premises held for sale
60
661
—
Net gain on sales of foreclosed assets
( 118 )
( 505 )
( 348 )
Write-down of foreclosed assets
432
195
213
Amortization of intangibles
873
1,054
1,232
(Increase) decrease in mortgage servicing rights
( 2,153 )
( 1,690 )
2,584
Amortization of discount and issuance costs on subordinated notes and debentures
145
144
92
Amortization of premium on Federal Home Loan Bank borrowings
—
( 105 )
—
Amortization of premium on interest-bearing time deposits with banks
5
4
—
Amortization of premium on time deposits
( 188 )
( 81 )
—
Mortgage loans originated for sale
( 56,240 )
( 179,921 )
( 370,112 )
Proceeds from sale of mortgage loans
62,028
195,538
368,765
Net gain on sale of mortgage loans
( 1,461 )
( 5,846 )
( 8,835 )
Increase in cash surrender value of bank owned life insurance
( 164 )
( 41 )
—
(Increase) decrease in accrued interest receivable
( 4,605 )
240
( 304 )
(Increase) decrease in other assets
( 8,007 )
1,676
( 1,090 )
Increase (decrease) in other liabilities
22,316
( 17,784 )
( 11,320 )
Net cash provided by operating activities
72,586
43,023
31,255
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of interest-bearing time deposits with banks
485
245
248
Proceeds from paydowns, maturities, and calls of debt securities
154,166
213,491
222,999
Purchase of securities
( 371,682 )
( 513,838 )
( 523,559 )
Net increase in loans
( 113,665 )
( 50,089 )
( 80,278 )
Purchase of restricted stock
( 6,151 )
( 241 )
( 73 )
Proceeds from redemption of restricted stock
925
796
—
Purchases of bank premises and equipment
( 1,047 )
( 1,028 )
( 1,861 )
Proceeds from sales of bank premises and equipment
27
17
1
Proceeds from sales of bank premises held for sale
1,344
—
—
Proceeds from sales of foreclosed assets
475
5,805
2,079
Capital improvements to foreclosed assets
—
—
( 6 )
Net cash paid for acquisition of NXT Bancorporation, Inc.
—
( 4,771 )
—
Net cash used in investing activities
( 335,123 )
( 349,613 )
( 380,450 )
CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) increase in deposits
( 150,973 )
426,146
353,679
Net (decrease) increase in repurchase agreements
( 18,175 )
11,440
1,303
Net increase (decrease) in Federal Home Loan Bank advances
160,000
( 12,520 )
—
Issuance of subordinated notes, net of issuance costs
—
—
39,211
Taxes paid related to the vesting of restricted stock units
( 57 )
—
—
Repurchase of common stock
( 4,783 )
( 4,906 )
—
Cash dividends and dividend equivalents paid
( 18,584 )
( 16,753 )
( 16,518 )
Net cash (used in) provided by financing activities
( 32,572 )
403,407
377,675
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
( 295,109 )
96,817
28,480
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
409,268
312,451
283,971
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
114,159
$
409,268
$
312,451
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,
2022
2021
2020
(dollars in thousands)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest
$
6,860
$
5,928
$
6,441
Cash paid for income taxes
$
20,035
$
20,861
$
17,451
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES
Transfers of loans to foreclosed assets
$
541
$
4,857
$
1,074
Sales of foreclosed assets through loan origination
$
—
$
252
$
67
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”). Significant accounting policies are summarized below.
The Company qualifies as an "emerging growth company" as defined by the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act permits emerging growth companies an extended transition period for complying with new or revised accounting standards affecting public companies. The Company may remain an emerging growth company until the earliest to occur of: (1) the end of the fiscal year following the fifth anniversary of the completion of our initial public offering, which is December 31, 2024, (2) the last day of the fiscal year in which the Company has $1.235 billion or more in annual revenues, (3) the date on which the Company is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or (4) the date on which the Company has, during the previous three year period, issued, publicly or privately, more than $1.0 billion in non-convertible debt securities. The Company has elected to use the extended transition period until the Company is no longer an emerging growth company or until the Company chooses to affirmatively and irrevocably opt out of the extended transition period. As a result, the Company’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements applicable to public companies.
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.”
Basis of Consolidation
The consolidated financial statements of HBT Financial 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 13.
Significant intercompany transactions and accounts have been eliminated in consolidation.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
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 certificates of deposit.
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.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
Equity Securities
Equity securities with readily determinable fair values are measured at fair value with changes in fair value recognized in unrealized gains (losses) on equity 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.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
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.
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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.
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 $ 750,000 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.
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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. The credit quality of these loans is significantly influenced by changes in prices of corn and soybeans and, to a lesser extent, weather, which has been partially mitigated by federal crop insurance programs.
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 may 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.
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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 non-depository 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.
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.
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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.
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. Bank premises classified as held for sale are not depreciated.
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, 2022 and 2021.
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.
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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, 2022 and 2021, the Company’s evaluations of goodwill indicated that goodwill was not impaired.
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. The Company may also 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.
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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.
Income Taxes
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, 2022 and 2021, there are no material 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 generally is no longer subject to federal or state income tax examinations for years prior to 2019.
Derivative Financial Instruments
As part of the Company’s asset/liability management, the Company may use 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.
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.
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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.
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.
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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.
Other than the acquisition of Town and Country Financial Corporation, as disclosed in Note 2 – Acquisitions, and further developments in a pending legal matter, as disclosed in Note 23 – Commitments and Contingencies, there were no significant subsequent events through the issuance of these consolidated financial statements that warranted adjustment or disclosure.
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 debt securities available-for-sale 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 for years beginning after December 31, 2018, including interim periods within those years.
The Company has formed an implementation team to assess the impact that ASU 2016-13 will have on the Company’s consolidated financial statements. For the majority of loans evaluated on a pooled basis, the Company anticipates using a discounted cash flow method which considers instrument-level cash flows adjusted for, among other factors, prepayment speeds, probability of default, and loss given default. The Company also anticipates using regression analysis of historical internal and peer data to determine which economic variables are best suited to be utilized when modeling lifetime probability of default and loss given default.
The ultimate impact to the Company’s financial condition and results of operations of ASU 2016-13, at both adoption and each subsequent reporting period, is highly dependent on credit quality, macroeconomic forecasts and conditions, the composition of our loan and debt securities portfolios, along with other management judgments. Management is finalizing macroeconomic conditions and forecast assumptions to be used in the model; however, upon adoption of ASU 2016-13 on January 1, 2023, we expect the initial allowance for credit losses and the reserve for unfunded commitments together to be approximately 30 % to 50 % above the existing allowance for loan loss levels. When finalized, this one-time increase will be recorded, net of tax, as an adjustment to beginning retained earnings.
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value and that contractual sale restrictions cannot be recognized and measured as a separate unit of account. The amendments in this update are effective for years beginning after December 15, 2023, including interim periods within those years. This standard is not expected to have a material impact on the Company’s consolidated results of operations or financial position.
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In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 eliminates the recognition and measurement guidance for troubled debt restructurings (“TDRs”) by creditors in ASC 310-40. This Update also enhances disclosure requirements for certain loan restructurings by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity will apply refinancing and restructuring guidance to determine whether a modification or other form of restructuring results in a new loan or a continuation of an existing loan. Additionally, the amendments in this ASU require a public business entity to disclosure current-period gross write-offs by year of origination for financing receivables and net investments in leases in the existing vintage disclosures. The amendments in this update are effective for years beginning after December 15, 2022, including interim periods within those years. This standard is not expected to have a material impact on the Company’s consolidated results of operations or financial position.
In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method . ASU 2022-01 replaces the current last-of-layer hedge accounting method with an expanded portfolio layer method that permits multiple hedged layers of a single closed portfolio. The scope of the portfolio layer method is also expanded to include non-prepayable financial assets. ASU 2022-01 also provides additional guidance on the accounting for and disclosure of hedge basis adjustments that are applicable to the portfolio layer method, and specifies how hedge basis adjustments should be considered when determining credit losses for the assets included in the closed portfolio. Amendments related to hedge basis adjustments which are included in this standard apply on a modified retrospective basis by means of a cumulative-effect adjustment to the opening balance of retained earnings on the initial application date. Amendments related to hedge basis adjustments which are included in this standard apply on a modified retrospective basis by means of a cumulative-effect adjustment to the opening balance of retained earnings on the initial application date. Amendments related to disclosure which are included in this standard may be applied on a prospective basis from the initial application date, or on a retrospective basis to each prior period presented after the date of adoption of the amendments in ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . The amendments in this update are effective for years beginning after December 15, 2023, including interim periods within those years. Early adoption is permitted. This standard is not expected to have a material impact on the Company’s consolidated results of operations or financial position.
In January 2017, the FASB issued ASU 2017 04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . ASU 2017-04 simplifies measurement of goodwill and eliminates Step 2 from the goodwill impairment test. Under ASU 2017-04, 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.
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In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform, if certain criteria are met. In January 2021, the FASB also issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which refined the scope for certain optional expedients and exceptions for contract modifications and hedge accounting to apply to derivative contracts and certain hedging relationships affected by the discounting transition. Entities may apply the provisions as of the beginning of the reporting period when the election is made and are available until December 31, 2024. The Company is currently evaluating the effect that this standard will have on the consolidated results of operations and financial position.
NOTE 2 – ACQUISITIONS
Town and Country Financial Corporation
On February 1, 2023, HBT Financial acquired 100 % of the issued and outstanding common stock of Town and Country Financial Corporation (“Town and Country”), the holding company for Town and Country Bank, pursuant to an Agreement and Plan of Merger dated August 23, 2023. Under the Agreement and Plan of Merger, Town and Country merged with and into HBT Financial, with HBT Financial as the surviving entity, on February 1, 2023, immediately followed by merger of Town and Country Bank with and into Heartland Bank, with Heartland Bank as the surviving entity.
At the effective time of the merger, each share of Town and Country was converted into the right to receive, subject to the election and proration procedures as provided in the Merger Agreement, one of the following: (i) 1.9010 shares of HBT Financial’s common stock for each share of Town and Country, or (ii) $ 35.66 per share in cash, or (iii) a combination of cash and HBT Financial common stock. Total consideration consisted of 3,378,600 shares of HBT Financial’s common stock and $ 38.0 million in cash. In lieu of fractional shares, holders of Town and Country common stock will receive cash. Based upon the closing price of HBT Financial common stock of $ 21.12 on February 1, 2023, the aggregate transaction value was approximately $ 109.4 million.
This transaction will be 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. Fair value assessments are incomplete as of the filing date of this Form 10-K. Fair values are subject to refinement for up to one year after the closing date of February 1, 2023. This acquisition is a subsequent event and the financial results of Town and Country are not recognized in this Form 10-K.
The acquisition of Town and Country further enhanced HBT Financial’s footprint in Central Illinois as well as expanding our footprint into metro-east St. Louis. During the year ended December 31, 2022, HBT Financial incurred $ 1.1 million in pre-tax acquisition expenses related to the planned acquisition of Town and Country, comprised of professional fees and data processing expense.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NXT Bancorporation, Inc.
On October 1, 2021, HBT Financial acquired 100 % of the issued and outstanding common stock of NXT Bancorporation, Inc. (“NXT”), the holding company for 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 an aggregate market value of $ 29.3 million, 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 $ 5.7 million 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 provided an opportunity to utilize Heartland Bank’s excess liquidity at the time of acquisition to replace NXT Bank’s higher-cost funding. Additionally, Heartland Bank’s broader range of products and services, as well as a greater ability to meet larger borrowing needs, has provided an opportunity to expand NXT Bank’s customer relationships.
During the year ended December 31, 2021, HBT Financial incurred $ 1.4 million 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. There were no acquisition expenses related to the acquisition of NXT during the year ended December 31, 2022.
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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,
(dollars in thousands, except per share data)
2021
2020
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
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – SECURITIES
Debt Securities
The amortized cost and fair values of debt securities, with gross unrealized gains and losses, are as follows:
December 31, 2022
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
Available-for-sale:
(dollars in thousands)
U.S. Treasury
$
169,860
$
—
$
( 15,345 )
$
154,515
U.S. government agency
59,291
—
( 4,134 )
55,157
Municipal
275,972
46
( 32,189 )
243,829
Mortgage-backed:
Agency residential
213,676
5
( 18,240 )
195,441
Agency commercial
150,060
—
( 17,172 )
132,888
Corporate
65,597
55
( 3,958 )
61,694
Total available-for-sale
934,456
106
( 91,038 )
843,524
Held-to-maturity:
U.S. government agency
88,424
—
( 9,728 )
78,696
Municipal
42,167
195
( 314 )
42,048
Mortgage-backed:
Agency residential
102,728
—
( 6,470 )
96,258
Agency commercial
308,281
—
( 46,482 )
261,799
Total held-to-maturity
541,600
195
( 62,994 )
478,801
Total debt securities
$
1,476,056
$
301
$
( 154,032 )
$
1,322,325
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
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On March 31, 2022, 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:
March 31, 2022
June 30, 2021
March 31, 2021
Amortized
Amortized
Amortized
Cost
Fair Value
Cost
Fair Value
Cost
Fair Value
(dollars in thousands)
U.S. government agency
$
78,841
$
71,048
$
—
$
—
$
7,593
$
7,323
Mortgage-backed:
Agency residential
8,175
7,651
—
—
8,776
8,536
Agency commercial
27,834
25,432
99,271
99,275
118,792
113,861
Total
$
114,850
$
104,131
$
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 (loss), 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 (loss) will offset or mitigate the effect on interest income of the amortization of the premium or discount for that held-to-maturity debt security.
As of December 31, 2022 and 2021, the Company had securities with a carrying value of $ 332.6 million and $ 353.3 million, 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 49 % of the municipal portfolio consists of securities issued by municipalities located in Illinois as of December 31, 2022. Approximately 81 % of such securities were general obligation issues as of December 31, 2022.
The amortized cost and fair value of debt securities by contractual maturity, as of December 31, 2022, 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
$
19,501
$
19,127
$
2,288
$
2,290
Due after 1 year through 5 years
230,286
216,799
27,813
26,908
Due after 5 years through 10 years
251,203
217,722
83,181
76,214
Due after 10 years
69,730
61,547
17,309
15,332
Mortgage-backed:
Agency residential
213,676
195,441
102,728
96,258
Agency commercial
150,060
132,888
308,281
261,799
Total
$
934,456
$
843,524
$
541,600
$
478,801
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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, 2022
Unrealized
Loss
Fair Value
Unrealized
Loss
Fair Value
Unrealized
Loss
Fair Value
Available-for-sale:
(dollars in thousands)
U.S. Treasury
$
( 8,401 )
$
92,445
$
( 6,944 )
$
62,070
$
( 15,345 )
$
154,515
U.S. government agency
( 2,980 )
47,370
( 1,154 )
7,787
( 4,134 )
55,157
Municipal
( 10,906 )
149,261
( 21,283 )
87,794
( 32,189 )
237,055
Mortgage-backed:
Agency residential
( 8,332 )
127,288
( 9,908 )
65,692
( 18,240 )
192,980
Agency commercial
( 4,764 )
62,672
( 12,408 )
70,216
( 17,172 )
132,888
Corporate
( 2,594 )
52,190
( 1,364 )
5,600
( 3,958 )
57,790
Total available-for-sale
( 37,977 )
531,226
( 53,061 )
299,159
( 91,038 )
830,385
Held-to-maturity:
U.S. government agency
( 1,754 )
15,751
( 7,974 )
62,945
( 9,728 )
78,696
Municipal
( 314 )
23,433
—
—
( 314 )
23,433
Mortgage-backed:
Agency residential
( 4,039 )
78,452
( 2,431 )
17,806
( 6,470 )
96,258
Agency commercial
( 16,716 )
103,298
( 29,766 )
158,501
( 46,482 )
261,799
Total held-to-maturity
( 22,823 )
220,934
( 40,171 )
239,252
( 62,994 )
460,186
Total debt securities
$
( 60,800 )
$
752,160
$
( 93,232 )
$
538,411
$
( 154,032 )
$
1,290,571
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
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2022, there were 261 securities in an unrealized loss position for a period of twelve months or more, and 519 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.
There were no sales of debt securities during the years ended December 31, 2022, 2021, and 2020.
Equity Securities
Equity securities with readily determinable fair values are measured at fair value with changes in fair value recognized in unrealized gains (losses) on equity securities on the consolidated statements of income.
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, 2022
Fair Value
Fair Value
(dollars in thousands)
Initial cost
$
3,142
$
2,142
Cumulative net unrealized losses
( 113 )
( 165 )
Carrying value
$
3,029
$
1,977
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
As of December 31, 2022 and 2021, the cumulative net unrealized losses on equity securities with no readily determinable fair value reflect downward adjustments based on observable price changes of an identical investment. There have been no impairments or upward adjustments based on observable price changes to equity securities with no readily determinable fair value.
There were no sales of equity securities during the years ended December 31, 2022, 2021, and 2020. Unrealized gains (losses) on equity securities were as follows during the years ended December 31:
Year Ended December 31,
2022
2021
2020
(dollars in thousands)
Readily determinable fair value
( 414 )
107
33
No readily determinable fair value
—
—
—
Unrealized gains (losses) on equity securities
$
( 414 )
107
$
33
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – LOANS AND THE ALLOWANCE FOR LOAN LOSSES
Major categories of loans as of December 31, 2022 and 2021 are summarized as follows:
December 31, 2022
December 31, 2021
(dollars in thousands)
Commercial and industrial
$
266,757
$
286,946
Agricultural and farmland
237,746
247,796
Commercial real estate - owner occupied
218,503
234,544
Commercial real estate - non-owner occupied
713,202
684,023
Multi-family
287,865
263,911
Construction and land development
360,824
298,048
One-to-four family residential
338,253
327,837
Municipal, consumer, and other
197,103
156,584
Loans, before allowance for loan losses
2,620,253
2,499,689
Allowance for loan losses
( 25,333 )
( 23,936 )
Loans, net of allowance for loan losses
$
2,594,920
$
2,475,753
Paycheck Protection Program (PPP) loans (included above)
Commercial and industrial
$
28
$
28,404
Agricultural and farmland
—
913
Municipal, consumer, and other
—
171
Total PPP loans
$
28
$
29,488
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, 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
Provision for loan losses
88
( 49 )
( 1,653 )
( 1,707 )
209
( 692 )
146
2,952
( 706 )
Charge-offs
( 23 )
—
( 25 )
—
—
—
( 67 )
( 569 )
( 684 )
Recoveries
774
—
1,031
283
—
1
369
329
2,787
Balance, December 31, 2022
$
3,279
$
796
$
1,193
$
6,721
$
1,472
$
4,223
$
1,759
$
5,890
$
25,333
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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, 2022
Industrial
Farmland
Occupied
Occupied
Multi-Family
Development
Residential
Other
Total
Loan balances:
(dollars in thousands)
Collectively evaluated for impairment
$
261,833
$
233,118
$
203,558
$
671,663
$
287,298
$
359,892
$
325,621
$
184,579
$
2,527,562
Individually evaluated for impairment
4,818
4,033
11,366
30,509
—
82
8,399
12,508
71,715
Acquired with deteriorated credit quality
106
595
3,579
11,030
567
850
4,233
16
20,976
Total
$
266,757
$
237,746
$
218,503
$
713,202
$
287,865
$
360,824
$
338,253
$
197,103
$
2,620,253
Allowance for loan losses:
Collectively evaluated for impairment
$
3,121
$
796
$
1,008
$
4,332
$
1,470
$
4,221
$
1,709
$
2,327
$
18,984
Individually evaluated for impairment
158
—
168
2,388
—
—
44
3,562
6,320
Acquired with deteriorated credit quality
—
—
17
1
2
2
6
1
29
Total
$
3,279
$
796
$
1,193
$
6,721
$
1,472
$
4,223
$
1,759
$
5,890
$
25,333
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
115
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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, 2022
Balance
Investment
Allowance
With an allowance recorded:
(dollars in thousands)
Commercial and industrial
$
268
$
254
$
158
Agricultural and farmland
—
—
—
Commercial real estate - owner occupied
635
610
168
Commercial real estate - non-owner occupied
14,269
14,261
2,388
Multi-family
—
—
—
Construction and land development
—
—
—
One-to-four family residential
569
524
44
Municipal, consumer, and other
8,152
8,131
3,562
Total
$
23,893
$
23,780
$
6,320
With no related allowance:
Commercial and industrial
$
4,564
$
4,564
$
—
Agricultural and farmland
4,440
4,033
—
Commercial real estate - owner occupied
10,912
10,756
—
Commercial real estate - non-owner occupied
16,327
16,248
—
Multi-family
—
—
—
Construction and land development
92
82
—
One-to-four family residential
9,181
7,875
—
Municipal, consumer, and other
4,410
4,377
—
Total
$
49,926
$
47,935
$
—
Total loans individually evaluated for impairment:
Commercial and industrial
$
4,832
$
4,818
$
158
Agricultural and farmland
4,440
4,033
—
Commercial real estate - owner occupied
11,547
11,366
168
Commercial real estate - non-owner occupied
30,596
30,509
2,388
Multi-family
—
—
—
Construction and land development
92
82
—
One-to-four family residential
9,750
8,399
44
Municipal, consumer, and other
12,562
12,508
3,562
Total
$
73,819
$
71,715
$
6,320
116
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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
117
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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,
2022
2021
2020
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
$
204
$
18
$
1,593
$
89
$
3,031
$
169
Agricultural and farmland
—
—
83
4
273
9
Commercial real estate - owner occupied
970
63
3,052
177
1,622
98
Commercial real estate - non-owner occupied
10,943
740
16,494
791
6,345
220
Multi-family
—
—
—
—
—
—
Construction and land development
—
—
554
27
2,441
116
One-to-four family residential
384
16
1,988
77
3,120
110
Municipal, consumer, and other
6,259
236
8,681
158
10,617
286
Total
$
18,760
$
1,073
$
32,445
$
1,323
$
27,449
$
1,008
With no related allowance:
Commercial and industrial
$
9,568
$
453
$
7,125
$
330
$
4,004
$
251
Agricultural and farmland
228
13
290
17
11,061
561
Commercial real estate - owner occupied
8,619
525
7,771
344
11,056
528
Commercial real estate - non-owner occupied
12,636
1,278
10,339
432
14,412
458
Multi-family
—
—
434
10
447
10
Construction and land development
1,505
106
2,107
28
892
23
One-to-four family residential
6,238
352
6,248
192
8,022
316
Municipal, consumer, and other
3,361
148
4,666
86
3,089
115
Total
$
42,155
$
2,875
$
38,980
$
1,439
$
52,983
$
2,262
Total loans individually evaluated for impairment:
Commercial and industrial
$
9,772
$
471
$
8,718
$
419
$
7,035
$
420
Agricultural and farmland
228
13
373
21
11,334
570
Commercial real estate - owner occupied
9,589
588
10,823
521
12,678
626
Commercial real estate - non-owner occupied
23,579
2,018
26,833
1,223
20,757
678
Multi-family
—
—
434
10
447
10
Construction and land development
1,505
106
2,661
55
3,333
139
One-to-four family residential
6,622
368
8,236
269
11,142
426
Municipal, consumer, and other
9,620
384
13,347
244
13,706
401
Total
$
60,915
$
3,948
$
71,425
$
2,762
$
80,432
$
3,270
118
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present loans by category based on current payment and accrual status as of December 31:
Accruing Interest
30 - 89 Days
90+ Days
Total
December 31, 2022
Current
Past Due
Past Due
Nonaccrual
Loans
(dollars in thousands)
Commercial and industrial
$
266,521
$
17
$
—
$
219
$
266,757
Agricultural and farmland
237,727
19
—
—
237,746
Commercial real estate - owner occupied
218,242
187
—
74
218,503
Commercial real estate - non-owner occupied
713,031
—
—
171
713,202
Multi-family
287,854
11
—
—
287,865
Construction and land development
360,763
61
—
—
360,824
One-to-four family residential
335,576
894
145
1,638
338,253
Municipal, consumer, and other
196,892
157
1
53
197,103
Total
$
2,616,606
$
1,346
$
146
$
2,155
$
2,620,253
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
119
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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, 2022
Pass
Pass-Watch
Substandard
Doubtful
Total
(dollars in thousands)
Commercial and industrial
$
255,309
$
6,630
$
4,818
$
—
$
266,757
Agricultural and farmland
223,114
10,004
4,628
—
237,746
Commercial real estate - owner occupied
198,546
10,105
9,852
—
218,503
Commercial real estate - non-owner occupied
652,691
27,282
33,229
—
713,202
Multi-family
283,682
4,183
—
—
287,865
Construction and land development
358,215
2,527
82
—
360,824
One-to-four family residential
323,632
5,907
8,714
—
338,253
Municipal, consumer, and other
184,299
296
12,508
—
197,103
Total
$
2,479,488
$
66,934
$
73,831
$
—
$
2,620,253
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
There were no troubled debt restructurings during the years ended December 31, 2022 and 2021. The following table presents the financial effect of troubled debt restructurings for the year ended December 31, 2020:
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
$
—
During the year ended December 31, 2020, the troubled debt restructuring was the result of a payment concession. As of December 31, 2022 and 2021, 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.
As of December 31, 2022 and 2021, the Company had $ 3.0 million and $ 3.5 million 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 loans whose terms have been modified in troubled debt restructurings.
120
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 made prior to December 31, 2021 to borrowers experiencing financial hardship due to the COVID-19 pandemic generally do not need to be accounted for as a troubled debt restructuring. As of December 31, 2022, the Company had no loans that were granted a payment modification due to a COVID-19 related financial hardship which had not returned to regular payments. As of December 31, 2021, the Company had $ 0.2 million of loans that were granted a payment modification due to a COVID-19 related financial hardship and had 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 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,
2022
2021
2020
(dollars in thousands)
Beginning balance
$
413
$
1,397
$
1,662
Reclassification from non-accretable difference
548
508
288
Disposals
—
( 1,089 )
—
Accretion income
( 231 )
( 403 )
( 553 )
Ending balance
$
730
$
413
$
1,397
NOTE 5 – LOAN SERVICING
Mortgage loans serviced for others, not included in the accompanying consolidated balance sheets, amounted to $ 955.8 million and $ 1.04 billion as of December 31, 2022 and 2021, respectively. Activity in mortgage servicing rights is as follows for years ended December 31:
Year Ended December 31,
2022
2021
2020
(dollars in thousands)
Beginning balance
$
7,994
$
5,934
$
8,518
Acquired
—
370
—
Capitalized servicing rights
530
1,200
1,981
Fair value adjustment:
Attributable to payments and principal reductions
( 1,343 )
( 1,788 )
( 2,364 )
Attributable to changes in valuation inputs and assumptions
2,966
2,278
( 2,201 )
Total fair value adjustment
1,623
490
( 4,565 )
Ending balance
$
10,147
$
7,994
$
5,934
121
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – BANK PREMISES AND EQUIPMENT
Bank premises and equipment are stated at cost less accumulated depreciation as of December 31 as follows:
December 31, 2022
December 31, 2021
(dollars in thousands)
Land, buildings, and improvements
$
77,869
$
77,180
Furniture, fixtures, and equipment
24,512
24,199
Total bank premises and equipment
102,381
101,379
Less accumulated depreciation
51,912
48,896
Total bank premises and equipment, net
$
50,469
$
52,483
Depreciation expense by category for the years ended December 31 is as follows:
Year Ended December 31,
2022
2021
2020
(dollars in thousands)
Buildings and improvements
$
1,623
$
1,694
$
1,761
Furniture, fixtures, and equipment
1,420
1,380
1,180
Total depreciation expense
$
3,043
$
3,074
$
2,941
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 at the lower of the carrying value or fair value, less estimated costs to sell. As of December 31, 2022 and 2021, bank premises held for sale totaled $ 0.2 million and $ 1.5 million, respectively. During the years ended December 31, 2022 and 2021, there were impairment losses of $ 0.1 million and $ 0.7 million, respectively, 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.
NOTE 7 – FORECLOSED ASSETS
Foreclosed assets activity is as follows for the years ended December 31:
Year Ended December 31,
2022
2021
2020
(dollars in thousands)
Beginning balance
$
3,278
$
4,168
$
5,099
Transfers from loans
541
4,857
1,074
Capitalized improvements
—
—
6
Proceeds from sales
( 475 )
( 5,805 )
( 2,079 )
Sales through loan origination
—
( 252 )
( 67 )
Net gain on sales
118
505
348
Direct write-downs
( 432 )
( 195 )
( 213 )
Ending balance
$
3,030
$
3,278
$
4,168
122
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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,
2022
2021
2020
(dollars in thousands)
Direct write-downs
$
( 432 )
$
( 195 )
$
( 213 )
Net gain on sales
118
505
348
Guarantee reimbursements
—
—
7
Gains (losses) on foreclosed assets
$
( 314 )
$
310
$
142
The carrying value of foreclosed one-to-four family residential real estate property as of December 31, 2022 and 2021, was $ 20 thousand and $ 0.2 million, respectively. As of December 31, 2022, there were 4 one-to-four family residential real estate loans in the process of foreclosure totaling approximately $ 0.2 million. As of December 31, 2021, there were 4 residential real estate loans in the process of foreclosure totaling approximately $ 0.1 million.
NOTE 8 – 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,
2022
2021
2020
Core Deposit
Core Deposit
Core Deposit
Goodwill
Intangible
Goodwill
Intangible
Goodwill
Intangible
(dollars in thousands)
Beginning balance
$
29,322
$
1,943
$
23,620
$
2,798
$
23,620
$
4,030
Additions
—
—
5,702
199
—
—
Amortization
—
( 873 )
—
( 1,054 )
—
( 1,232 )
Ending balance
$
29,322
$
1,070
$
29,322
$
1,943
$
23,620
$
2,798
Accumulated amortization
$
—
$
20,847
$
—
$
19,974
$
—
$
18,920
Amortization of core deposit intangible assets for the years subsequent to December 31, 2022 is expected to be as follows (dollars in thousands):
Year ended December 31,
2023
$
353
2024
337
2025
275
2026
20
2027
20
Thereafter
65
Total
$
1,070
123
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – DEPOSITS
The Company’s deposits are summarized below as of December 31:
December 31, 2022
December 31, 2021
(dollars in thousands)
Noninterest-bearing deposits
$
994,954
$
1,087,659
Interest-bearing deposits:
Interest-bearing demand
1,139,150
1,105,949
Money market
555,425
583,198
Savings
634,527
633,171
Time
262,968
328,208
Total interest-bearing deposits
2,592,070
2,650,526
Total deposits
$
3,587,024
$
3,738,185
There were no brokered deposits as of December 31, 2022. Money market deposits include $ 4.2 million of brokered deposits as of December 31, 2021. Money market deposits also include $ 1.7 million and $ 6.9 million of reciprocal transaction deposits as of December 31, 2022 and 2021, respectively. Time deposits include $ 1.6 million and $ 0.9 million of reciprocal time deposits as of December 31, 2022 and 2021, respectively.
The aggregate amounts of time deposits in denominations of $250 thousand or more amounted to $ 27.2 million and $ 59.5 million as of December 31, 2022 and 2021, respectively. The aggregate amounts of time deposits in denominations of $100 thousand or more amounted to $ 92.6 million and $ 133.1 million as of December 31, 2022 and 2021, respectively.
At December 31, 2022, the scheduled maturities of time deposits are as follows (dollars in thousands):
Year ended December 31,
2023
$
191,045
2024
44,573
2025
14,544
2026
8,822
2027
3,855
Thereafter
129
Total
$
262,968
The components of interest expense on deposits for the years ended December 31 are as follows:
Year Ended December 31,
2022
2021
2020
(dollars in thousands)
Interest-bearing demand
$
607
$
518
$
647
Money market
813
437
697
Savings
208
188
196
Time
883
1,329
2,681
Total interest expense on deposits
$
2,511
$
2,472
$
4,221
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
All repurchase agreements are sweep instruments. The securities underlying the agreements as of December 31, 2022 and 2021 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, 2022
December 31, 2021
(dollars in thousands)
Balance at end of year
$
43,081
$
61,256
Weighted average rate as of end of year
0.28
%
0.07
%
Fair value of securities underlying the agreements
$
50,771
$
64,164
Carrying value of securities underlying the agreements
$
55,850
$
64,262
NOTE 11 – BORROWINGS
As of December 31, 2022, Federal Home Loan Bank of Chicago (“FHLB”) borrowings totaled $ 160.0 million and consisted of short-term borrowings which had a weighted average rate of 4.29 % and mature within 30 days . There were no FHLB borrowings outstanding as of December 31, 2021. Borrowings from the FHLB are secured by FHLB stock held by the Company and pledged security in the form of qualifying loans. The loans pledged as of December 31, 2022 and 2021 totaled $ 892.1 million and $ 567.0 million, respectively. As of December 31, 2022 and 2021, loans pledged also served as collateral for credit exposure of $ 0.3 million and $ 0.4 million, respectively, 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, 2022 and 2021, there was no collateral pledged and there was no outstanding balance.
NOTE 12 – SUBORDINATED NOTES
On September 3, 2020, the Company issued $ 40.0 million 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 $ 0.8 million which will be amortized over 10 years . As of December 31, 2022 and 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, 2022
December 31, 2021
(dollars in thousands)
Subordinated notes, at face value
$
40,000
$
40,000
Unamortized issuance costs
( 605 )
( 684 )
Subordinated notes, at carrying value
$
39,395
$
39,316
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13 – 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, 2022
December 31, 2021
(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
( 985 )
( 1,051 )
Total junior subordinated debentures, at carrying value
$
37,780
$
37,714
The interest rates on the junior 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
2022
2021
Date
Heartland Bancorp, Inc. Capital Trust B
LIBOR plus
2.75
%
6.83
%
2.87
%
April 6, 2034
Heartland Bancorp, Inc. Capital Trust C
LIBOR plus
1.53
6.30
1.73
June 15, 2037
Heartland Bancorp, Inc. Capital Trust D
LIBOR plus
1.35
6.12
1.55
September 15, 2037
FFBI Capital Trust I
LIBOR plus
2.80
6.88
2.92
April 6, 2034
National Bancorp Statutory Trust I
LIBOR plus
2.90
7.67
3.10
December 15, 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, 2022 and 2021, 100 % of the trust preferred securities qualified as Tier 1 capital under the final rule adopted in March 2005.
NOTE 14 – 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 to 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, 2022
December 31, 2021
Notional
Fair
Notional
Fair
Amount
Value
Amount
Value
(dollars in thousands)
Fair value recorded in other assets
$
17,000
$
629
$
—
$
—
Fair value recorded in other liabilities
—
—
17,000
( 680 )
As of December 31, 2022, the interest rate swap agreements designated as cash flow hedges had contractual maturities between 2024 and 2025. As of December 31, 2022, counterparties had cash pledged and held on deposit by the Company of $ 0.6 million. As of December 31, 2021, the Company had cash pledged and held on deposit at counterparties of $ 0.8 million.
In 2019, the Company had an interest rate swap contract with a notional amount of $ 10.0 million 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, 2022, 2021, and 2020, 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 (loss) to income
other comprehensive income (loss)
Year Ended December 31,
2022
2021
2020
Designated as cash flow hedges:
(dollars in thousands)
Taxable loan interest income
$
—
$
—
$
64
Junior subordinated debentures interest expense
( 126 )
( 412 )
( 302 )
Total
$
( 126 )
$
( 412 )
$
( 238 )
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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 interest rate 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 work 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, 2022
December 31, 2021
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
Interest rate swaps with a financial institution counterparty
106,995
6,981
3,880
75
Total fair value recorded in other assets
$
106,995
$
6,981
$
115,921
$
8,697
Fair value recorded in other liabilities:
Interest rate swaps with a commercial borrower counterparty
$
106,995
$
( 6,981 )
$
3,880
$
( 75 )
Interest rate swaps with a financial institution counterparty
—
—
112,041
( 8,622 )
Total fair value recorded in other liabilities
$
106,995
$
( 6,981 )
$
115,921
$
( 8,697 )
As of December 31, 2022, the interest rate swap agreements not designated as hedging instruments had contractual maturities between 2023 and 2042. As of December 31, 2021, the Company had $ 7.5 million of debt securities pledged and held in safekeeping at the financial institution counterparty.
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 for the years ended December 31:
Year Ended December 31,
2022
2021
2020
Not designated as hedging instruments:
(dollars in thousands)
Gross gains
$
16,002
$
13,773
$
24,758
Gross losses
( 16,002 )
( 13,773 )
( 24,758 )
Net gains (losses)
$
—
$
—
$
—
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15 – 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, 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
Transfer from available-for-sale to held-to-maturity
7,664
( 7,664 )
—
—
Other comprehensive (loss) income before reclassifications
( 105,459 )
—
1,183
( 104,276 )
Reclassifications
—
1,723
126
1,849
Other comprehensive (loss) income, before tax
( 105,459 )
1,723
1,309
( 102,427 )
Income tax (benefit) expense
( 30,061 )
491
373
( 29,197 )
Other comprehensive (loss) income, after tax
( 75,398 )
1,232
936
( 73,230 )
Balance, December 31, 2022
$
( 61,998 )
$
( 9,946 )
$
185
$
( 71,759 )
Reclassifications from accumulated other comprehensive income (loss) for unrealized gains (losses) on debt securities available-for-sale are included in gains (losses) on sales of securities in the accompanying consolidated statements of income.
Reclassifications from accumulated other comprehensive income (loss) for unrealized gains (losses) on debt securities held-to-maturity are included in securities interest income in the accompanying consolidated statements of income.
Reclassifications from accumulated other comprehensive income (loss) for the fair value of derivative financial instruments represent net interest payments received or made on derivatives designated as cash flow hedges. See Note 14 for additional information.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16 – INCOME TAXES
Allocation of income tax expense between current and deferred portions for the years ended December 31 is as follows:
Year Ended December 31,
2022
2021
2020
(dollars in thousands)
Current
Federal
$
15,194
$
11,330
$
8,358
State
7,459
6,053
4,709
Total current
22,653
17,383
13,067
Deferred
Federal
( 2,045 )
1,945
( 226 )
State
( 874 )
963
( 113 )
Total deferred
( 2,919 )
2,908
( 339 )
Income tax expense
$
19,734
$
20,291
$
12,728
Income tax expense differs from the statutory federal rate for the years ended December 31 due to the following:
Year Ended December 31,
2022
2021
2020
Amount
Percentage
Amount
Percentage
Amount
Percentage
(dollars in thousands)
Federal income tax, at statutory rate
$
16,000
21.0
%
$
16,078
21.0
%
$
10,410
21.0
%
Increase (decrease) resulting from:
Federally tax exempt interest income
( 1,618 )
( 2.1 )
( 1,426 )
( 1.9 )
( 1,470 )
( 3.0 )
State taxes, net of federal benefit
5,285
6.9
5,430
7.1
3,631
7.4
Other
67
0.1
209
0.3
157
0.3
Income tax expense
$
19,734
25.9
%
$
20,291
26.5
%
$
12,728
25.7
%
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of the deferred tax assets and liabilities are as follows:
December 31, 2022
December 31, 2021
(dollars in thousands)
Deferred tax assets
Allowance for loan losses
$
7,151
$
6,756
Compensation related
2,623
2,314
Deferred loan fees
965
1,059
Nonaccrual interest
480
489
Foreclosed assets
142
43
Goodwill
153
316
Net unrealized losses on debt securities
29,874
304
Other
5,237
853
Total deferred tax assets
46,625
12,134
Deferred tax liabilities
Fixed asset depreciation
3,940
4,188
Mortgage servicing rights
2,868
2,262
Other purchase accounting adjustments
610
776
Intangible assets
214
374
Prepaid assets
756
664
Other
2,756
505
Total deferred tax liabilities
11,144
8,769
Net deferred tax asset
$
35,481
$
3,365
NOTE 17 – 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 and performance 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,
2022
2021
2020
(dollars in thousands)
Numerator:
Net income
$
56,456
$
56,271
$
36,845
Earnings allocated to participating securities
( 66 )
( 104 )
( 93 )
Numerator for earnings per share - basic and diluted
$
56,390
$
56,167
$
36,752
Denominator:
Weighted average common shares outstanding
28,853,697
27,795,806
27,457,306
Dilutive effect of outstanding restricted stock units
65,619
15,487
—
Weighted average common shares outstanding, including all dilutive potential shares
28,919,316
27,811,293
27,457,306
Earnings per share - Basic
$
1.95
$
2.02
$
1.34
Earnings per share - Diluted
$
1.95
$
2.02
$
1.34
NOTE 18 – 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, 2022 and 2021, there was no remaining deferred compensation liability for the SERP. During the year ended December 31, 2020, the Company recognized deferred compensation expense for the SERP of $ 1.7 million.
NOTE 19 – EMPLOYEE BENEFIT PLANS
Profit Sharing Plan
During the years ended December 31, 2022, 2021, and 2020, the Company’s profit sharing plan contribution expense amounted to $ 1.3 million, $ 1.3 million, and $ 1.1 million, 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, 2022 and 2021, the Company’s maximum aggregate liability under the plan was $ 6.4 million and $ 6.6 million, respectively. During the years ended December 31, 2022, 2021, and 2020, medical benefits expense amounted to $ 4.9 million, $ 4.2 million, and $ 4.8 million, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 20 – STOCK-BASED COMPENSATION PLANS
The Company adopted the HBT Financial, Inc. Omnibus Incentive Plan (the “Omnibus Incentive Plan”) in 2019. 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,
2022
2021
2020
(dollars in thousands)
Restricted stock units
$
1,334
$
579
$
351
Performance restricted stock units
615
185
—
Total awards classified as equity
1,949
764
351
Stock appreciation rights
88
226
( 137 )
Total stock-based compensation expense
$
2,037
$
990
$
214
In February 2022, all outstanding restricted stock unit and performance restricted stock unit agreements were modified to address treatment upon retirement. In the event of retirement, and if the retirement eligibility requirements are met, then 100 % of unvested restricted stock units and performance restricted stock units will continue to vest in accordance with the originally established vesting schedule. The retirement modification resulted in the acceleration of $ 0.6 million of expense, although total compensation costs related to the modified agreements remained the same.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restricted Stock Units
A restricted stock unit grants a participant the right to receive one share of the Company’s 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, 2022, 2021, and 2020, the total grant date fair value of the restricted stock units granted was $ 1.3 million, $ 0.9 million, and $ 1.4 million, respectively, based on the grant date closing prices. The total intrinsic value of restricted stock units that vested during the year ended December 31, 2022 and 2021 were $ 0.7 million and $ 0.3 million, respectively.
The following is a summary of outstanding restricted stock unit activity:
Weighted
Average
Restricted
Grant Date
Stock Units
Fair Value
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
Granted
66,995
18.81
Vested
( 34,925 )
17.26
Forfeited
( 1,328 )
18.35
Balance, December 31, 2022
139,986
$
18.01
As of December 31, 2022, unrecognized compensation cost related to non-vested restricted stock units was $ 1.2 million. This cost is expected to be recognized over the weighted average remaining contractual term of 2.0 years.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Performance Restricted Stock Units
A performance restricted stock unit is similar to a restricted stock unit, except that the number of shares of the Company’s common stock awarded is based on a performance condition and the completion of the requisite service period. The number of shares of the Company’s 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 years ended December 31, 2022 and 2021, the total fair value of the performance restricted stock units granted was $ 0.5 million and $ 0.6 million, respectively, based on the grant date closing prices and an assessment of the probable outcome of the performance condition on the grant date. 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, 2019
—
$
—
Granted
—
—
Vested
—
—
Forfeited
—
—
Balance, December 31, 2020
—
$
—
Granted
38,344
15.72
Vested
—
—
Forfeited
—
—
Balance, December 31, 2021
38,344
$
15.72
Granted
23,723
19.14
Vested
—
—
Forfeited
—
—
Balance, December 31, 2022
62,067
$
17.02
As of December 31, 2022, unrecognized compensation cost related to non-vested performance restricted stock units was $ 0.3 million, based on the current assessment of the probable outcome of the performance conditions. This cost is expected to be recognized over the weighted average remaining service period of 1.6 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 are classified as liabilities. The liability is based on an option-pricing model used to estimate the fair value of the stock appreciation rights. Compensation cost for non-vested stock appreciation rights is recognized on a straight line basis over the service period of the entire award. The non-vested stock appreciation rights vest in four equal annual installments beginning on the first anniversary of the grant date.
The following is a summary of stock appreciation rights activity:
Weighted
Stock
Average
Appreciation
Grant Date
Rights
Assigned Value
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
Granted
—
—
Exercised
( 24,480 )
16.32
Expired
—
—
Forfeited
—
—
Balance, December 31, 2022
73,440
$
16.32
A further summary of outstanding stock appreciation rights as of December 31, 2022, is as follows:
Weighted Average
Stock Appreciation Rights
Remaining
Grant Date Assigned Values
Outstanding
Exercisable
Contractual Term
$ 16.32
73,440
67,320
6.7
years
As of December 31, 2022, unrecognized compensation cost related to non-vested stock appreciation rights was $ 28 thousand.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2022 and 2021, the liability recorded for outstanding stock appreciation rights was $ 0.5 million and $ 0.5 million, 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, 2022
December 31, 2021
Risk-free interest rate
3.95
%
1.40
%
Expected volatility
36.54
%
35.52
%
Expected life (in years)
6.7
7.7
Expected dividend yield
3.27
%
3.20
%
As of December 31, 2022, the liability recorded for previously exercised stock appreciation rights was $ 0.5 million, which will be paid in two remaining annual installments in 2023 and 2024. As of December 31, 2021, the liability recorded for previously exercised stock appreciation rights was $ 0.8 million.
NOTE 21 – 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, 2022 and 2021, the capital conservation buffer was 2.5 % of risk-weighted assets.
As of December 31, 2022, 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, 2022
Amount
Ratio
Amount
Ratio
Amount
Ratio
(dollars in thousands)
Total Capital (to Risk Weighted Assets)
Consolidated HBT Financial, Inc.
$
516,556
16.27
%
$
254,052
8.00
%
N/A
N/A
Heartland Bank and Trust Company
489,316
15.43
253,643
8.00
$
317,054
10.00
%
Tier 1 Capital (to Risk Weighted Assets)
Consolidated HBT Financial, Inc.
$
451,828
14.23
%
$
190,539
6.00
%
N/A
N/A
Heartland Bank and Trust Company
463,983
14.63
190,233
6.00
$
253,643
8.00
%
Common Equity Tier 1 Capital (to Risk Weighted Assets)
Consolidated HBT Financial, Inc.
$
415,213
13.07
%
$
142,904
4.50
%
N/A
N/A
Heartland Bank and Trust Company
463,983
14.63
142,674
4.50
$
206,085
6.50
%
Tier 1 Capital (to Average Assets)
Consolidated HBT Financial, Inc.
$
451,828
10.48
%
$
172,427
4.00
%
N/A
N/A
Heartland Bank and Trust Company
463,983
10.78
172,240
4.00
$
215,300
5.00
%
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
%
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 22 – 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, 2022 and 2021. 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, 2022
Level 1
Inputs
Level 2
Inputs
Level 3
Inputs
Total
Fair Value
(dollars in thousands)
Debt securities available-for-sale:
U.S. Treasury
$
154,515
$
—
$
—
$
154,515
U.S. government agency
—
55,157
—
55,157
Municipal
—
243,829
—
243,829
Mortgage-backed:
Agency residential
—
195,441
—
195,441
Agency commercial
—
132,888
—
132,888
Corporate
—
61,694
—
61,694
Equity securities with readily determinable fair values
3,029
—
—
3,029
Mortgage servicing rights
—
—
10,147
10,147
Derivative financial assets
—
7,610
—
7,610
Derivative financial liabilities
—
6,981
—
6,981
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
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, 2021 to December 31, 2022.
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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 statements of comprehensive income (loss). The change in fair value of equity securities with readily determinable fair values is recorded through an adjustment to the consolidated statements 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 hedging instruments, the change in fair value is recorded through an adjustment to the consolidated statements of comprehensive income (loss). For derivative financial instruments not designated as 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 as Level 3. The change in fair value is recorded through an adjustment to the consolidated statements 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, 2022
Fair Value
Valuation Technique
Unobservable Inputs
Range
(Weighted Average)
Mortgage servicing rights
$
10,147
Discounted cash flows
Constant pre-payment rates (CPR)
5.3 % to 59.7 % ( 8.2 %)
Discount rate
9.0 % to 11.7 % ( 9.3 %)
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 %)
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, 2022
Level 1
Inputs
Level 2
Inputs
Level 3
Inputs
Total
Fair Value
(dollars in thousands)
Loans held for sale
$
—
$
615
$
—
$
615
Collateral-dependent impaired loans
—
—
17,460
17,460
Bank premises held for sale
—
—
235
235
Foreclosed assets
—
—
3,030
3,030
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
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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Collateral-dependent Impaired Loans
The fair value of collateral-dependent impaired loans is estimated based on the fair value of the underlying collateral supporting the loan. Collateral values are estimated using Level 3 inputs based on appraisals and other valuation estimates of the underlying collateral and 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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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, 2022
Fair
Value
Valuation
Technique
Unobservable Inputs
Range
(Weighted Average)
Collateral-dependent impaired loans
$
17,460
Appraisal of collateral
Appraisal adjustments
Not meaningful
Bank premises held for sale
235
Appraisal
Appraisal adjustments
7 % ( 7 %)
Foreclosed assets
3,030
Appraisal
Appraisal adjustments
7 % ( 7 %)
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 %)
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.
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. 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.
Investments in Unconsolidated Subsidiaries
The fair values of the Company’s investments in unconsolidated subsidiaries are presumed to approximate carrying amounts.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2022
December 31, 2021
Hierarchy
Carrying
Estimated
Carrying
Estimated
Level
Amount
Fair Value
Amount
Fair Value
(dollars in thousands)
Financial assets:
Cash and cash equivalents
Level 1
$
114,159
$
114,159
$
409,268
$
409,268
Debt securities held-to-maturity
Level 2
541,600
478,801
336,185
336,027
Restricted stock
Level 3
7,965
7,965
2,739
2,739
Loans, net
Level 3
2,594,920
2,566,930
2,475,753
2,494,686
Investments in unconsolidated subsidiaries
Level 3
1,165
1,165
1,165
1,165
Accrued interest receivable
Level 2
19,506
19,506
14,901
14,901
Financial liabilities:
Time deposits
Level 3
262,968
253,619
328,208
327,779
Securities sold under agreements to repurchase
Level 2
43,081
43,081
61,256
61,256
Subordinated notes
Level 3
39,395
37,205
39,316
41,602
Junior subordinated debentures
Level 3
37,780
37,030
37,714
33,640
Accrued interest payable
Level 2
1,363
1,363
1,043
1,043
The Company estimated the fair value of lending related commitments as described in Note 23 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 23 – 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, 2022
December 31, 2021
(dollars in thousands)
Commitments to extend credit
$
756,885
$
609,947
Standby letters of credit
17,785
12,960
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 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,
2023
$
191
2024
123
2025
42
Total
$
356
Legal Contingencies
In the normal course of business, the Company, or its subsidiaries, are involved in various legal proceedings. In the opinion of management, any liability resulting from pending proceedings would not be expected to have a material adverse effect on the Company's consolidated financial statements.
PLB Investments LLC, John Kuehner, and A.S. Palmer Investments LLC v. Heartland Bank and Trust Company and PNC Bank N.A., In the United States District Court for the Northern District of Illinois, Case No. 1:20-cv-1023 (“Class Action”); Melanie E. Damian, As Receiver of Today’s Growth Consultant, Inc. (dba The Income Store) v. Heartland Bank and Trust Company and PNC Bank N.A., In the United States District Court for the Northern District of Illinois, Case No. 1:20-cv-7819 (“Receiver’s Action”)
The Bank was a defendant in the purported Class Action lawsuit that was filed on February 12, 2020, in the U.S. District Court for the Northern District of Illinois. The plaintiffs in the Class Action alleged that the Bank negligently enabled and facilitated a fraudulent, Ponzi-like scheme perpetrated by Today’s Growth Consultant, Inc. (dba The Income Store) (“TGC”). Additionally, the Receiver for TGC filed the Receiver’s Action on December 30, 2020, in the U.S. District Court for the Northern District of Illinois, with similar allegations.
On February 20, 2023, the Bank reached an agreement in principle to settle both the Class Action and Receiver’s Action in which the Bank would make one-time cash payments totaling $ 13.0 million, without admitting fault, to release the Bank from further liability and claims in both the Class Action and Receiver’s Action.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the agreement in principle, the parties would settle and dismiss the Class Action and Receiver’s Action and seek the entry of bar orders from the U.S. District Court for the Northern District of Illinois (the “Court”) prohibiting any continued or future claims against the Bank and its related parties relating to the Class Action and the Receiver’s Action, whether asserted to date or not. If definitive settlement agreements, including the bar orders described in the preceding sentence, are approved by the Court and are not subject to appeal, the Bank will make one-time cash payments totaling $ 13.0 million.
The agreement in principle is subject to the execution and delivery of definitive settlement agreements reflecting the terms of the agreement in principle, notice to TGC’s investor claimants and final, non-appealable approvals by the Court. While the Bank believes that the proposed settlements are consistent with the terms of similar settlements that have been approved by other courts and were not successfully appealed, it is possible that the Court may decide not to approve the definitive settlement agreements or that the Seventh Circuit Court of Appeals may decide to accept an appeal thereof.
The proposed settlements do not include any admission of liability or wrongdoing by the Bank, and the Bank expressly denies any liability or wrongdoing with respect to any matter alleged in the Class Action and Receiver’s Action. The Bank has agreed in principle to the settlements to avoid the cost, risks and distraction of continued litigation. The Company believes the proposed settlements are in the best interests of the Company and its shareholders.
Accordingly, the Bank recorded a $ 13.0 million accrual related to these matters as of December 31, 2022. The Bank’s insurer has agreed to reimburse $ 7.4 million of the settlement payment which was recorded as an insurance recovery receivable as of December 31, 2022. During the fourth quarter and year ended December 31, 2022, the estimated net settlement amount of $ 5.6 million was included in other noninterest expense in the consolidated statements of income.
DeBaere, et al v. Heartland Bank and Trust Company
The Bank is a defendant in a purported class action lawsuit filed in June 2020, in the Circuit Court of Cook County, Illinois. The plaintiff, a customer of the Bank, alleges that the Bank breached its contract with the plaintiff by (1) charging multiple insufficient funds fees or overdraft fees on a single customer-initiated transaction, and (2) charging overdraft fees for transactions that were authorized on a positive account balance, but when settled, settled into a negative balance.
Miller, et al v. State Bank of Lincoln and Heartland Bank and Trust Company
The Bank is a defendant in a purported class action lawsuit filed in May 2020, in the Circuit Court of Logan County, Illinois. The plaintiff, a customer of State Bank of Lincoln, which previously merged with the Bank, alleges that the Bank breached its contract with the plaintiff by charging multiple insufficient funds fees or overdraft fees on a single customer-initiated transaction.
The Bank intends to vigorously defend in both the DeBaere and Miller cases. However, the Company believes an unfavorable outcome in each case is probable at this time, as that term is used in assessing loss contingencies. Accordingly, consistent with the authoritative guidance in the evaluation of contingencies, an accrual has been recorded related to these matters of $ 2.6 million in the aggregate during the fourth quarter and year ended December 31, 2022. While the amount recorded reflects management’s best estimate as of December 31, 2022, the Company cannot yet offer an opinion on the estimated range of possible loss.
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 24 – RELATED PARTY TRANSACTIONS
Loans
As of December 31, 2022 and 2021, loans to directors, executive officers, principal shareholders and their affiliated entities (“related parties”) amounted to $ 2.2 million and $ 2.6 million, 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 $ 22.0 million and $ 4.0 million as of December 31, 2022 and 2021, respectively.
NOTE 25 – CONDENSED PARENT COMPANY ONLY FINANCIAL STATEMENTS
Following are the condensed parent company only financial statements of HBT Financial.
Condensed Parent Company Only Balance Sheets
December 31, 2022
December 31, 2021
ASSETS
(dollars in thousands)
Cash and cash equivalents
$
24,278
$
25,752
Investment in subsidiaries:
Bank
422,217
461,339
Non-bank
1,165
1,165
Other assets
5,338
1,283
Total assets
$
452,998
$
489,539
LIABILITIES
Subordinated notes
$
39,395
$
39,316
Junior subordinated debentures
37,780
37,714
Other liabilities
2,191
628
Total liabilities
79,366
77,658
STOCKHOLDERS' EQUITY
373,632
411,881
Total liabilities and stockholders' equity
$
452,998
$
489,539
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HBT FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Condensed Parent Company Only Statements of Income
Years ended December 31
2022
2021
2020
INCOME
(dollars in thousands)
Dividends received from subsidiaries:
Bank
$
28,000
$
20,000
$
17,600
Non-bank
—
—
36
Undistributed earnings from subsidiaries:
Bank
35,044
41,227
22,462
Non-bank
—
—
( 36 )
Other income
51
454
215
Total income
63,095
61,681
40,277
EXPENSES
Interest expense
3,666
3,305
2,189
Other expense
5,292
3,741
2,519
Total expenses
8,958
7,046
4,708
INCOME BEFORE INCOME TAX BENEFIT
54,137
54,635
35,569
INCOME TAX BENEFIT
( 2,319 )
( 1,636 )
( 1,276 )
NET INCOME
$
56,456
$
56,271
$
36,845
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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
2022
2021
2020
CASH FLOWS FROM OPERATING ACTIVITIES
(dollars in thousands)
Net income
$
56,456
$
56,271
$
36,845
Adjustments to reconcile net income to net cash provided by operating activities:
Undistributed earnings of consolidated subsidiaries
( 35,044 )
( 41,227 )
( 22,426 )
Stock-based compensation
1,949
764
351
Amortization of discount and issuance costs on subordinated notes and debentures
145
144
92
Net gain on sale of foreclosed assets
—
( 74 )
—
Changes in other assets and liabilities, net
769
( 2,231 )
1,633
Net cash provided by operating activities
24,275
13,647
16,495
CASH FLOWS FROM INVESTING ACTIVITIES
Capital contribution to bank subsidiary
—
—
—
Capital contribution to non-bank subsidiary
—
—
—
Purchase of securities
—
( 48 )
( 17 )
Purchase of foreclosed assets from Heartland Bank
( 2,325 )
—
—
Proceeds from sale of foreclosed assets
—
74
—
Net cash paid for acquisition of NXT Bancorporation, Inc.
—
( 10,411 )
—
Net cash used in investing activities
( 2,325 )
( 10,385 )
( 17 )
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of subordinated notes, net of issuance costs
—
—
39,211
Issuance of common stock
—
—
—
Taxes paid related to the vesting of restricted stock units
( 57 )
—
—
Repurchase of common stock
( 4,783 )
( 4,906 )
—
Cash dividends and dividend equivalents paid
( 18,584 )
( 16,753 )
( 16,518 )
Net cash (used in) provided by financing activities
( 23,424 )
( 21,659 )
22,693
NET CHANGE IN CASH AND EQUIVALENTS
( 1,474 )
( 18,397 )
39,171
CASH AND CASH EQUIVALENTS
Beginning of year
25,752
44,149
4,978
End of year
$
24,278
$
25,752
$
44,149
151
Table of Contents
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
None.