Item 1. Financial Statements
Item 1. Financial Statements
HAWTHORN BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
September 30,
December 31,
(In thousands, except per share data)
2021
2020
(Unaudited)
ASSETS
Cash and due from banks
$
19,004
$
19,235
Federal funds sold and other interest-bearing deposits
94,262
161,128
Cash and cash equivalents
113,266
180,363
Certificates of deposit in other banks
6,673
9,376
Available-for-sale debt securities, at fair value
278,528
198,030
Other investments
6,015
6,353
Total investment securities
284,543
204,383
Loans held for investment
1,282,820
1,286,967
Allowance for loan losses
( 18,929 )
( 18,113 )
Net loans
1,263,891
1,268,854
Loans held for sale, at lower of cost or fair value
4,576
5,099
Premises and equipment - net
33,163
34,561
Mortgage servicing rights, at fair value
2,718
2,445
Other real estate owned - net
11,614
12,291
Accrued interest receivable
7,568
6,640
Cash surrender value - life insurance
2,495
2,451
Other assets
8,145
7,268
Total assets
$
1,738,652
$
1,733,731
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Non-interest bearing demand
$
461,626
$
382,492
Savings, interest checking and money market
693,065
723,808
Time deposits $250,000 and over
77,113
91,263
Other time deposits
179,255
186,043
Total deposits
1,411,059
1,383,606
Federal funds purchased and securities sold under agreements to repurchase
27,443
45,154
Federal Home Loan Bank advances and other borrowings
93,493
106,674
Subordinated notes
49,486
49,486
Operating lease liabilities
1,910
2,137
Accrued interest payable
308
837
Other liabilities
15,859
15,248
Total liabilities
1,599,558
1,603,142
Stockholders’ equity:
Common stock, $ 1 par value, authorized 15,000,000 shares; issued 7,023,821 and 6,769,322 shares, respectively
7,024
6,769
Surplus
64,437
59,307
Retained earnings
77,303
68,935
Accumulated other comprehensive (loss) income, net of tax
( 1,572 )
1,528
Treasury stock; 406,846 , and 289,214 shares, at cost, respectively
( 8,098 )
( 5,950 )
Total stockholders’ equity
139,094
130,589
Total liabilities and stockholders’ equity
$
1,738,652
$
1,733,731
See accompanying notes to the consolidated financial statements (unaudited) .
2
HAWTHORN BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Income (unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands, except per share amounts)
2021
2020
2021
2020
INTEREST INCOME
Interest and fees on loans
$
15,448
$
14,777
$
44,311
$
43,735
Interest and fees on loans held for sale
24
41
79
96
Interest on investment securities:
Taxable
680
781
2,058
2,367
Nontaxable
493
173
1,114
489
Federal funds sold, other interest-bearing deposits, and certificates of deposit in other banks
78
111
268
553
Dividends on other investments
81
75
246
247
Total interest income
16,804
15,958
48,076
47,487
INTEREST EXPENSE
Interest on deposits:
Savings, interest checking and money market
280
310
865
1,546
Time deposit accounts $250,000 and over
117
327
473
1,089
Time deposits
320
623
1,139
2,067
Total interest expense on deposits
717
1,260
2,477
4,702
Interest on federal funds purchased and securities sold under agreements to repurchase
19
25
72
121
Interest on Federal Home Loan Bank advances
383
505
1,164
1,749
Interest on subordinated notes
305
326
921
1,208
Total interest expense on borrowings
707
856
2,157
3,078
Total interest expense
1,424
2,116
4,634
7,780
Net interest income
15,380
13,842
43,442
39,707
Provision for loan losses
300
1,200
700
5,400
Net interest income after provision for loan losses
15,080
12,642
42,742
34,307
NON-INTEREST INCOME
Service charges and other fees
782
816
2,285
2,181
Bank card income and fees
1,043
846
2,925
2,351
Trust department income
308
263
910
920
Real estate servicing fees, net
71
54
495
( 48 )
Gain on sale of mortgage loans, net
1,369
3,026
5,881
4,369
Other
102
114
211
493
Total non-interest income
3,675
5,119
12,707
10,266
Investment securities gains, net
126
12
140
18
NON-INTEREST EXPENSE
Salaries and employee benefits
6,665
6,771
20,765
19,404
Occupancy expense, net
808
781
2,298
2,303
Furniture and equipment expense
787
745
2,284
2,259
Processing, network, and bank card expense
1,288
877
3,521
2,807
Legal, examination, and professional fees
357
381
1,146
1,155
Advertising and promotion
310
316
862
786
Postage, printing, and supplies
218
227
608
661
Loan expense
209
360
612
786
Other
1,026
1,202
2,992
3,260
Total non-interest expense
11,668
11,660
35,088
33,421
Income before income taxes
7,213
6,113
20,501
11,170
Income tax expense
1,417
1,153
3,974
2,060
Net income
$
5,796
4,960
$
16,527
$
9,110
Basic earnings per share
$
0.88
$
0.74
$
2.50
$
1.35
Diluted earnings per share
$
0.88
$
0.74
$
2.50
$
1.35
See accompanying notes to the consolidated financial statements (unaudited) .
3
HAWTHORN BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
(In thousands)
2021
2020
2021
2020
Net income
$
5,796
$
4,960
$
16,527
$
9,110
Other comprehensive (loss) income, net of tax
Investment securities available-for-sale:
Change in unrealized (losses) gains on investment securities available-for-sale, net of tax
( 2,192 )
218
( 3,222 )
3,290
Adjustment for gains on sale of investment securities, net of tax
( 93 )
( 10 )
( 95 )
( 15 )
Defined benefit pension plans:
Amortization of prior service cost included in net periodic pension cost, net of tax
72
43
217
127
Total other comprehensive (loss) income
( 2,213 )
251
( 3,100 )
3,402
Total comprehensive income
$
3,583
$
5,211
$
13,427
$
12,512
See accompanying notes to the consolidated financial statements (unaudited) .
4
HAWTHORN BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity (unaudited)
The three months ended September 30, 2021 and 2020
Accumulated
Total
Other
Stock -
Common
Retained
Comprehensive
Treasury
holders'
(In thousands)
Stock
Surplus
Earnings
Income (Loss)
Stock
Equity
Balance, June 30, 2021
$
6,769
$
64,692
$
72,499
$
641
$
( 8,098 )
$
136,503
Net income
—
—
5,796
—
—
5,796
Other comprehensive loss
—
—
—
( 2,213 )
—
( 2,213 )
Stock dividend
255
( 255 )
—
—
—
—
Cash dividends declared, common stock ($ 0.15 per share)
—
—
( 992 )
—
—
( 992 )
Balance, September 30, 2021
$
7,024
$
64,437
$
77,303
$
( 1,572 )
$
( 8,098 )
$
139,094
Balance, June 30, 2020
$
6,520
$
59,556
$
60,412
$
( 604 )
$
( 5,853 )
$
120,031
Net income
—
—
4,960
—
—
4,960
Other comprehensive income
—
—
—
251
—
251
Purchase of treasury stock
—
—
—
—
( 97 )
( 97 )
Stock dividend
249
( 249 )
—
—
—
—
Cash dividends declared, common stock ($ 0.12 per share)
—
—
( 778 )
—
—
( 778 )
Balance, September 30, 2020
$
6,769
$
59,307
$
64,594
$
( 353 )
$
( 5,950 )
$
124,367
The nine months ended September 30, 2021 and 2020
Accumulated
Total
Other
Stock -
Common
Retained
Comprehensive
Treasury
holders'
(In thousands)
Stock
Surplus
Earnings
Income (Loss)
Stock
Equity
Balance, December 31, 2020
$
6,769
$
59,307
$
68,935
$
1,528
$
( 5,950 )
$
130,589
Net income
—
—
16,527
—
—
16,527
Other comprehensive loss
—
—
—
( 3,100 )
—
( 3,100 )
Purchase of treasury stock
—
—
—
—
( 2,148 )
( 2,148 )
Stock dividend
255
5,130
( 5,385 )
—
—
—
Cash dividends declared, common stock ($ 0.43 per share)
—
—
( 2,774 )
—
—
( 2,774 )
Balance, September 30, 2021
$
7,024
$
64,437
$
77,303
$
( 1,572 )
$
( 8,098 )
$
139,094
Balance, December 31, 2019
$
6,520
$
55,727
$
61,590
$
( 3,755 )
$
( 5,044 )
$
115,038
Net income
—
—
9,110
—
—
9,110
Other comprehensive income
—
—
—
3,402
—
3,402
Purchase of treasury stock
—
—
—
—
( 906 )
( 906 )
Stock dividend
249
3,580
( 3,829 )
—
—
—
Cash dividends declared, common stock ($ 0.36 per share)
—
—
( 2,277 )
—
—
( 2,277 )
Balance, September 30, 2020
$
6,769
$
59,307
$
64,594
$
( 353 )
$
( 5,950 )
$
124,367
See accompanying notes to the consolidated financial statements (unaudited) .
5
HAWTHORN BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (unaudited)
Nine Months Ended September 30,
(In thousands)
2021
2020
Cash flows from operating activities:
Net income
$
16,527
$
9,110
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses
700
5,400
Depreciation expense
1,727
1,687
Net amortization of investment securities, premiums, and discounts
1,337
1,089
Change in fair value of mortgage servicing rights
86
686
Investment securities gains, net
( 140 )
( 18 )
Losses (gains) on sales and dispositions of premises and equipment
8
( 87 )
Gain on sales and dispositions of other real estate
( 25 )
( 219 )
Provision for other real estate owned
97
( 3 )
Increase in accrued interest receivable
( 928 )
( 1,760 )
Increase in cash surrender value - life insurance
( 44 )
( 40 )
Decrease in other assets
694
475
Decrease in operating lease liabilities
( 227 )
( 188 )
Decrease in accrued interest payable
( 529 )
( 250 )
Increase in other liabilities
64
1,986
Origination of mortgage loans held for sale
( 161,244 )
( 136,249 )
Proceeds from the sale of mortgage loans held for sale
167,648
133,160
Gain on sale of mortgage loans, net
( 5,881 )
( 4,369 )
Other, net
( 359 )
( 531 )
Net cash provided by operating activities
19,511
9,879
Cash flows from investing activities:
Purchase of certificates of deposit in other banks
( 245 )
( 735 )
Proceeds from maturities of certificates of deposit in other banks
2,957
1,723
Net decrease (increase) in loans
4,121
( 110,554 )
Purchase of available-for-sale debt securities
( 136,686 )
( 72,050 )
Proceeds from maturities of available-for-sale debt securities
30,658
40,096
Proceeds from calls of available-for-sale debt securities
14,685
18,685
Proceeds from sales of available-for-sale debt securities
5,420
4,715
Purchases of FHLB stock
( 330 )
( 1,891 )
Proceeds from sales of FHLB stock
688
1,246
Purchases of premises and equipment
( 425 )
( 1,246 )
Proceeds from sales of premises and equipment
13
162
Proceeds from sales of other real estate and repossessed assets
747
209
Net cash used in investing activities
( 78,397 )
( 119,640 )
Cash flows from financing activities:
Net increase in demand deposits
79,134
111,188
Net (decrease) increase in interest-bearing transaction accounts
( 30,743 )
51,020
Net decrease in time deposits
( 20,938 )
( 21,977 )
Net (decrease) increase in federal funds purchased and securities sold under agreements to repurchase
( 17,711 )
8,133
Repayment of FHLB advances and other borrowings
( 13,181 )
( 53,176 )
FHLB advances
—
69,000
Purchase of treasury stock
( 2,148 )
( 906 )
Cash dividends paid - common stock
( 2,624 )
( 2,252 )
Net cash (used in) provided by financing activities
( 8,211 )
161,030
Net (decrease) increase in cash and cash equivalents
( 67,097 )
51,269
Cash and cash equivalents, beginning of period
180,363
78,121
Cash and cash equivalents, end of period
$
113,266
$
129,390
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest
$
5,163
$
8,029
Income taxes
$
4,729
$
797
Noncash investing and financing activities:
Other real estate and repossessed assets acquired in settlement of loans
$
142
$
73
Stock dividends
$
5,385
$
3,829
See accompanying notes to the consolidated financial statements (unaudited).
6
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(1) Summary of Significant Accounting Policies
Hawthorn Bancshares, Inc. (the Company) through its subsidiary, Hawthorn Bank (the Bank), provides a broad range of banking services to individual and corporate customers located within the Missouri communities in and surrounding Jefferson City, Columbia, Clinton, Warsaw, Springfield, St. Louis, and the greater Kansas City metropolitan area. The Company is subject to competition from other financial and nonfinancial institutions providing financial products. Additionally, the Company and its subsidiaries are subject to the regulations of certain regulatory agencies and undergo periodic examinations by those regulatory agencies.
The accompanying unaudited consolidated financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
The preparation of the consolidated financial statements includes all adjustments that, in the opinion of management, are necessary in order to make those statements not misleading. Management is required to make estimates and assumptions, including the determination of the allowance for loan losses, real estate acquired in connection with foreclosure or in satisfaction of loans, and fair values of investment securities available-for-sale that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are subject to many risks and uncertainties, including changes in interest rates and other general economic, business and political conditions, including the effects of the novel coronavirus (COVID-19) pandemic or any resurgence thereof, including its potential effects on the economic environment, the Company's customers and operations, as well as any changes to federal, state and local government laws, regulations and orders in connection with the pandemic. Actual results could differ from those estimates. The Company’s management has evaluated and did not identify any subsequent events or transactions requiring recognition or disclosure in the consolidated financial statements.
Stock Dividend On July 1, 2021 , the Company paid a special stock dividend of four percent to shareholders of record at the close of business on June 15, 2021 . For all periods presented, share information, including basic and diluted earnings per share, has been adjusted retroactively to reflect this change.
Operating, Accounting and Reporting Considerations related to COVID-19
The COVID-19 pandemic has negatively impacted the global economy, including the United States. In response to this crisis, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was passed by Congress and signed into law on March 27, 2020. The CARES Act, along with subsequent relief programs, provided substantial funding to fight the COVID-19 pandemic and stimulate the economy by supporting individuals and businesses through loans, grants, tax changes, and other types of relief. See Note 2 Loans and Leases and the Allowance for Credit Losses for more information.
7
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(2) Loans and Allowance for Loan Losses
Loans
Major classifications within the Company’s held for investment loan portfolio at September 30, 2021 and December 31, 2020 is as follows:
September 30,
December 31,
(in thousands)
2021
2020
Commercial, financial, and agricultural (a)
$
232,532
$
272,918
Real estate construction − residential
33,514
29,692
Real estate construction − commercial
72,031
78,144
Real estate mortgage − residential
273,768
262,339
Real estate mortgage − commercial
647,043
617,133
Installment and other consumer
23,932
26,741
Total loans held for investment
$
1,282,820
$
1,286,967
(a) Includes $ 26.0 million and $ 63.3 million of SBA PPP loans, net as of September 30, 2021 and December 31, 2020, respectively.
The Bank grants real estate, commercial, installment, and other consumer loans to customers located within the Missouri communities surrounding Jefferson City, Columbia, Clinton, Warsaw, Springfield, St. Louis, and the greater Kansas City metropolitan area. As such, the Bank is susceptible to changes in the economic environment in these communities. The Bank does not have a concentration of credit in any one economic sector. Installment and other consumer loans consist primarily of the financing of automotive vehicles. At September 30, 2021, loans of $ 556.0 million were pledged to the Federal Home Loan Bank (FHLB) as collateral for borrowings and letters of credit.
Allowance for Loan Losses
The following table illustrates the changes in the allowance for loan losses by portfolio segment:
Three Months Ended September 30, 2021
Commercial,
Real Estate
Real Estate
Real Estate
Real Estate
Installment
Financial, &
Construction -
Construction -
Mortgage -
Mortgage -
and Other
Un-
(in thousands)
Agricultural
Residential
Commercial
Residential
Commercial
Consumer
allocated
Total
Balance at beginning of period
$
5,336
$
251
$
495
$
2,467
$
9,915
$
252
$
19
$
18,735
Additions:
Provision for loan losses
( 609 )
( 16 )
( 70 )
216
780
59
( 60 )
300
Deductions:
Loans charged off
45
—
—
18
15
78
—
156
Less recoveries on loans
( 19 )
—
—
( 8 )
( 1 )
( 22 )
—
( 50 )
Net loan charge-offs (recoveries)
26
—
—
10
14
56
—
106
Balance at end of period
$
4,701
$
235
$
425
$
2,673
$
10,681
$
255
$
( 41 )
$
18,929
Three Months Ended September 30, 2020
Commercial,
Real Estate
Real Estate
Real Estate
Real Estate
Installment
Financial, &
Construction -
Construction -
Mortgage -
Mortgage -
and Other
Un-
(in thousands)
Agricultural
Residential
Commercial
Residential
Commercial
Consumer
allocated
Total
Balance at beginning of period
$
3,614
$
171
$
722
$
2,711
$
9,048
$
306
$
50
$
16,622
Additions:
Provision for loan losses
178
49
100
577
218
58
20
1,200
Deductions:
Loans charged off
46
—
—
—
13
42
—
101
Less recoveries on loans
( 11 )
( 13 )
—
( 4 )
—
( 15 )
—
( 43 )
Net loan charge-offs (recoveries)
35
( 13 )
—
( 4 )
13
27
—
58
Balance at end of period
$
3,757
$
233
$
822
$
3,292
$
9,253
$
337
$
70
$
17,764
8
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Nine Months Ended September 30, 2021
Commercial,
Real Estate
Real Estate
Real Estate
Real Estate
Installment
Financial, &
Construction -
Construction -
Mortgage -
Mortgage -
and Other
Un-
(in thousands)
Agricultural
Residential
Commercial
Residential
Commercial
Consumer
allocated
Total
Balance at beginning of period
$
5,121
$
213
$
475
$
2,679
$
9,354
$
264
$
7
$
18,113
Additions:
Provision for loan losses
( 522 )
9
( 50 )
( 167 )
1,368
110
( 48 )
700
Deductions:
Loans charged off
100
—
—
22
42
181
—
345
Less recoveries on loans
( 202 )
( 13 )
—
( 183 )
( 1 )
( 62 )
—
( 461 )
Net loan charge-offs (recoveries)
( 102 )
( 13 )
—
( 161 )
41
119
—
( 116 )
Balance at end of period
$
4,701
$
235
$
425
$
2,673
$
10,681
$
255
$
( 41 )
$
18,929
Nine Months Ended September 30, 2020
Commercial,
Real Estate
Real Estate
Real Estate
Real Estate
Installment
Financial, &
Construction -
Construction -
Mortgage -
Mortgage -
and Other
Un-
(in thousands)
Agricultural
Residential
Commercial
Residential
Commercial
Consumer
allocated
Total
Balance at beginning of period
$
2,918
$
64
$
369
$
2,118
$
6,547
$
381
$
80
$
12,477
Additions:
Provision for loan losses
867
125
453
1,186
2,740
39
( 10 )
5,400
Deductions:
Loans charged off
130
—
—
52
37
133
—
352
Less recoveries on loans
( 102 )
( 44 )
—
( 40 )
( 3 )
( 50 )
—
( 239 )
Net loan charge-offs (recoveries)
28
( 44 )
—
12
34
83
—
113
Balance at end of period
$
3,757
$
233
$
822
$
3,292
$
9,253
$
337
$
70
$
17,764
Loans, or portions of loans, are charged off to the extent deemed uncollectible or a loss is confirmed. Loan charge-offs reduce the allowance for loan losses, and recoveries of loans previously charged off are added back to the allowance. If management determines that it is probable that all amounts due on a loan will not be collected under the original terms of the loan agreement, the loan is considered to be impaired. These loans are evaluated individually for impairment, and in conjunction with current economic conditions and loss experience, specific reserves are estimated as further discussed below. Loans not individually evaluated are aggregated by risk characteristics and reserves are recorded using a consistent methodology that considers historical loan loss experience by loan type, delinquencies, current economic conditions, loan risk ratings and industry concentration.
These historical loss rates for each risk group are used as the starting point to determine loss rates for measurement purposes. The historical loan loss rates are multiplied by loss emergence periods (LEP) which represent the estimated time period between a borrower first experiencing financial difficulty and the recognition of a loss. Management's look-back period began with loss history in the first quarter 2012 as the starting point through the current quarter and it will continue to include this starting point going forward. The look-back period will continue to be evaluated and will be adjusted once a sustained loss producing downturn is recognized and found to be representative of historical losses expected for the current portfolio.
The Company’s methodology includes qualitative risk factors that allow management to adjust its estimates of losses based on the most recent information available and to address other limitations in the quantitative component that is based on historical loss rates. Such risk factors are generally reviewed and updated quarterly, as appropriate, and are adjusted to reflect changes in national and local economic conditions and developments, the nature, volume and terms of loans in the portfolio, including changes in volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans, loan concentrations, assessment of trends in collateral values,
9
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
assessment of changes in the quality of the Company’s internal loan review department, and changes in lending policies and procedures, including underwriting standards and collections, charge-off and recovery practices.
When the COVID-19 pandemic surfaced in the first quarter of 2020, management reassessed the calculation of the allowance for loan loss by increasing the economic qualitative factor in order to capture the impact on the credit risk present in the loan portfolio given the economic environment that existed at that time. As of the fourth quarter of 2020, management reassessed the qualitative factor and economic indicators. Enough time had passed so that data after the outbreak was available to provide a better interpretation of the impact of the virus on the economy. Management determined that the local market and economy had been able to transition to a functional level while adapting to the new requirements aimed at stopping the spread of the virus and returned to calculating the qualitative adjustment according to the Company's methodology detailed above.
Additionally, the funding of $ 88.4 million and $ 47.5 million in SBA PPP loans during 2020 and 2021, respectively, required management to assess the methodology that would be adopted in regard to the allowance for loan losses applicable to these loans. As the SBA PPP loans are expected to be mostly paid off in the next three to six months and carry a 100 % credit guarantee from the SBA, management determined that no allowance for loan losses was deemed necessary for these loans. At September 30, 2021, the net balance of the PPP loans totaled $ 26.0 million.
All SBA PPP loans have a 1 % interest rate and the Company earns a fee that is based upon a tiered schedule corresponding with the amount of the loan to the borrower, which is deferred and recognized over the life of the loan. The PPP loan may be forgiven by SBA if the borrower meets certain criteria as defined by the CARES Act. The Company reports these loans at their principal amount outstanding, net of unearned income, unamortized deferred loan fee income and loan origination costs. Interest is accrued as earned and loan origination fees and direct costs are deferred and accreted or amortized into interest income, as an adjustment to the yield, over the life of the loan using the level yield method. When a PPP loan is paid off or forgiven by the SBA, the remaining unaccreted or unamortized net origination fees or costs are immediately recognized into income.
10
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
The following table illustrates the allowance for loan losses and recorded investment by portfolio segment:
Commercial,
Real Estate
Real Estate
Real Estate
Real Estate
Installment
Financial, and
Construction -
Construction -
Mortgage -
Mortgage -
and Other
Un-
(in thousands)
Agricultural
Residential
Commercial
Residential
Commercial
Consumer
allocated
Total
September 30, 2021
Allowance for loan losses:
Individually evaluated for impairment
$
2,154
$
—
$
14
$
201
$
2,556
$
7
$
—
$
4,932
Collectively evaluated for impairment
2,547
235
411
2,472
8,125
248
( 41 )
13,997
Total
$
4,701
$
235
$
425
$
2,673
$
10,681
$
255
$
( 41 )
$
18,929
Loans outstanding:
Individually evaluated for impairment
$
6,565
$
—
$
108
$
2,743
$
25,272
$
58
$
—
$
34,746
Collectively evaluated for impairment
225,967
33,514
71,923
271,025
621,771
23,874
—
1,248,074
Total
$
232,532
$
33,514
$
72,031
$
273,768
$
647,043
$
23,932
$
—
$
1,282,820
December 31, 2020
Allowance for loan losses:
Individually evaluated for impairment
$
2,187
$
27
$
28
$
263
$
2,594
$
14
$
—
$
5,113
Collectively evaluated for impairment
2,934
186
447
2,416
6,760
250
7
13,000
Total
$
5,121
$
213
$
475
$
2,679
$
9,354
$
264
$
7
$
18,113
Loans outstanding:
Individually evaluated for impairment
$
7,552
$
192
$
200
$
3,626
$
25,657
$
108
$
—
$
37,335
Collectively evaluated for impairment
265,366
29,500
77,944
258,713
591,476
26,633
—
1,249,632
Total
$
272,918
$
29,692
$
78,144
$
262,339
$
617,133
$
26,741
$
—
$
1,286,967
Impaired Loans
Loans evaluated under Accounting Standards Codification (ASC) 310-10-35 include loans which are individually evaluated for impairment. All other loans are collectively evaluated for impairment under ASC 450-20. Impaired loans individually evaluated for impairment totaled $ 34.7 million and $ 37.3 million at September 30, 2021 and December 31, 2020, respectively, and are comprised of loans on non-accrual status and loans which have been classified as troubled debt restructuring (TDRs).
The net carrying value of impaired loans is based on the fair values of collateral obtained through independent appraisals or internal evaluations, or by discounting the total expected future cash flows. At September 30, 2021, $ 31.2 million of impaired loans were evaluated based on the fair value less estimated selling costs of the loans' collateral compared to $ 32.2 million at December 31, 2020. Once the impairment amount is calculated, a specific reserve allocation is recorded. At September 30, 2021, $ 4.9 million of the Company’s allowance for loan losses was allocated to impaired loans totaling $ 34.7 million compared to $ 5.1 million of the Company’s allowance for loan losses allocated to impaired loans totaling approximately $ 37.3 million at December 31, 2020. Management determined that $ 11.9 million, or 34 %, of total impaired loans required no reserve allocation at September 30, 2021 compared to $ 11.9 million, or 32 %, at December 31, 2020, primarily due to adequate collateral values , acceptable payment history and adequate cash flow ability.
The categories of impaired loans at September 30, 2021 and December 31, 2020 are as follows:
September 30,
December 31,
(in thousands)
2021
2020
Non-accrual loans
$
32,835
$
34,559
Performing TDRs
1,911
2,776
Total impaired loans
$
34,746
$
37,335
11
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
The following tables provide additional information about impaired loans at September 30, 2021 and December 31, 2020, respectively, segregated between loans for which an allowance has been provided and loans for which no allowance has been provided.
Unpaid
Recorded
Principal
Specific
(in thousands)
Investment
Balance
Reserves
September 30, 2021
With no related allowance recorded:
Commercial, financial and agricultural
$
1,451
$
1,500
$
—
Real estate mortgage − residential
1,106
1,219
—
Real estate mortgage − commercial
9,311
9,433
—
Total
$
11,868
$
12,152
$
—
With an allowance recorded:
Commercial, financial and agricultural
$
5,114
$
5,324
$
2,154
Real estate construction − commercial
108
140
14
Real estate mortgage − residential
1,637
2,039
201
Real estate mortgage − commercial
15,961
16,242
2,556
Installment and other consumer
58
60
7
Total
$
22,878
$
23,805
$
4,932
Total impaired loans
$
34,746
$
35,957
$
4,932
Unpaid
Recorded
Principal
Specific
(in thousands)
Investment
Balance
Reserves
December 31, 2020
With no related allowance recorded:
Commercial, financial and agricultural
$
1,703
$
1,731
$
—
Real estate mortgage − residential
1,300
1,395
—
Real estate mortgage − commercial
8,943
8,943
—
Total
$
11,946
$
12,069
$
—
With an allowance recorded:
Commercial, financial and agricultural
$
5,849
$
6,180
$
2,187
Real estate construction − residential
192
192
27
Real estate construction − commercial
200
251
28
Real estate mortgage − residential
2,326
2,786
263
Real estate mortgage − commercial
16,714
16,787
2,594
Installment and other consumer
108
112
14
Total
$
25,389
$
26,308
$
5,113
Total impaired loans
$
37,335
$
38,377
$
5,113
12
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
The following table presents by class, information related to the average recorded investment and interest income recognized on impaired loans during the periods indicated.
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Interest
Interest
Interest
Interest
Average
Recognized
Average
Recognized
Average
Recognized
Average
Recognized
Recorded
For the
Recorded
For the
Recorded
For the
Recorded
For the
(in thousands)
Investment
Period Ended
Investment
Period Ended
Investment
Period Ended
Investment
Period Ended
With no related allowance recorded:
Commercial, financial and agricultural
$
1,517
$
18
$
172
$
128
$
1,703
$
31
$
1,612
$
128
Real estate construction − commercial
—
—
—
—
—
—
179
—
Real estate mortgage − residential
1,131
—
1,414
17
1,238
21
2,101
17
Real estate mortgage − commercial
9,376
—
861
—
9,411
—
870
13
Installment and other consumer
—
—
—
—
—
—
7
—
Total
$
12,024
$
18
$
2,447
$
145
$
12,352
$
52
$
4,769
$
158
With an allowance recorded:
Commercial, financial and agricultural
$
5,295
$
5
$
1,359
$
8
$
5,409
$
19
$
1,237
$
27
Real estate construction − residential
—
—
—
—
63
—
—
—
Real estate construction − commercial
109
—
609
—
139
—
461
—
Real estate mortgage − residential
1,713
16
2,412
—
1,691
26
2,360
36
Real estate mortgage − commercial
16,102
7
1,133
8
16,111
21
984
14
Installment and other consumer
55
—
113
8
63
3
115
7
Total
$
23,274
$
28
$
5,626
$
24
$
23,476
$
69
$
5,157
$
84
Total impaired loans
$
35,298
$
46
$
8,073
$
169
$
35,828
$
121
$
9,926
$
242
The recorded investment varies from the unpaid principal balance primarily due to partial charge-offs taken resulting from current appraisals received. The amount recognized as interest income on impaired loans continuing to accrue interest, primarily related to TDRs, was $ 46,000 and $ 121,000 for the three and nine months ended September 30, 2021, respectively, compared to $ 169,000 and $ 242,000 for the three and nine months ended September 30, 2020, respectively. The average recorded investment in impaired loans is calculated on a monthly basis during the periods reported.
Delinquent and Non-Accrual Loans
The delinquency status of loans is determined based on the contractual terms of the notes. Borrowers are generally classified as delinquent once payments become 30 days or more past due. The Company’s policy is to discontinue the accrual of interest income on any loan when, in the opinion of management, the ultimate collectability of interest or principal is no longer probable. In general, loans are placed on non-accrual when they become 90 days or more past due. However, management considers many factors before placing a loan on non-accrual, including the delinquency status of the loan, the overall financial condition of the borrower, the progress of management’s collection efforts and the value of the underlying collateral. Subsequent interest payments received on non-accrual loans are applied to principal if any doubt exists as to the collectability of such principal; otherwise, such receipts are recorded as interest income on a cash basis. Non-accrual loans are returned to accrual status when, in the opinion of management, the financial condition of the borrower indicates that the timely collectability of interest and principal is probable and the borrower demonstrates the
13
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
ability to pay under the terms of the note through a sustained period of repayment performance, which is generally six months.
The following table provides aging information for the Company’s past due and non-accrual loans at September 30, 2021 and December 31, 2020.
Current or
90 Days
Less Than
Past Due
30 Days
30 - 89 Days
And Still
(in thousands)
Past Due
Past Due
Accruing
Non-Accrual
Total
September 30, 2021
Commercial, Financial, and Agricultural
$
226,230
$
10
$
—
$
6,292
$
232,532
Real estate construction − residential
33,154
360
—
—
33,514
Real estate construction − commercial
71,923
—
—
108
72,031
Real estate mortgage − residential
272,068
225
—
1,475
273,768
Real estate mortgage − commercial
622,062
41
—
24,940
647,043
Installment and Other Consumer
23,846
66
—
20
23,932
Total
$
1,249,283
$
702
$
—
$
32,835
$
1,282,820
December 31, 2020
Commercial, Financial, and Agricultural
$
265,821
$
380
$
—
$
6,717
$
272,918
Real estate construction − residential
29,500
—
—
192
29,692
Real estate construction − commercial
77,944
—
—
200
78,144
Real estate mortgage − residential
259,688
546
—
2,105
262,339
Real estate mortgage − commercial
591,815
4
—
25,314
617,133
Installment and Other Consumer
26,576
117
17
31
26,741
Total
$
1,251,344
$
1,047
$
17
$
34,559
$
1,286,967
The Company's past due and non-accrual loans at September 30, 2021 and December 31, 2020 do not include $ 11.3 million and $ 57.1 million of loans accepting forbearance under the CARES Act, respectively. Their delinquency status will not change through the forbearance period as the borrowers are fulfilling the agreements they have made with the Company.
Credit Quality
The Company categorizes loans into risk categories based upon an internal rating system reflecting management’s risk assessment. Loans are placed on watch status when one or more weaknesses are identified that may result in the borrower being unable to meet repayment terms or the Company’s credit position could deteriorate at some future date. Loans classified as substandard are inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged, if any. Loans so classified may have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. Such loans are characterized by the distinct possibility that the Company may sustain some loss if the deficiencies are not corrected. A loan is classified as a TDR when a borrower is experiencing financial difficulties that lead to the restructuring of a loan, and the Company grants concessions to the borrower in the restructuring that it would not otherwise consider. Loans classified as TDRs that are accruing interest are classified as performing TDRs. Loans classified as TDRs that are not accruing interest are classified as non-performing TDRs and are included with all other
14
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
non-accrual loans for presentation purposes. It is the Company’s policy to discontinue the accrual of interest income on loans when management believes that the collection of interest or principal is doubtful.
The following table presents the risk categories by class at September 30, 2021 and December 31, 2020.
Commercial,
Real Estate
Real Estate
Real Estate
Real Estate
Installment
Financial, &
Construction -
Construction -
Mortgage -
Mortgage -
and other
(in thousands)
Agricultural
Residential
Commercial
Residential
Commercial
Consumer
Total
At September 30, 2021
Watch
$
9,169
$
—
$
3,796
$
13,096
$
46,805
$
—
$
72,866
Substandard
101
—
2,671
766
547
—
4,085
Performing TDRs
273
—
—
1,268
332
38
1,911
Non-accrual loans
6,292
—
108
1,475
24,940
20
32,835
Total
$
15,835
$
—
$
6,575
$
16,605
$
72,624
$
58
$
111,697
At December 31, 2020
Watch
$
9,649
$
545
$
10,806
$
15,835
$
66,936
$
—
$
103,771
Substandard
598
—
—
1,002
1,662
—
3,262
Performing TDRs
835
—
—
1,521
343
77
2,776
Non-accrual loans
6,717
192
200
2,105
25,314
31
34,559
Total
$
17,799
$
737
$
11,006
$
20,463
$
94,255
$
108
$
144,368
Troubled Debt Restructurings
At September 30, 2021, loans classified as TDRs totaled $ 2.5 million, of which $ 0.6 million were classified as non-performing TDRs and $ 1.9 million were classified as performing TDRs. At December 31, 2020, loans classified as TDRs totaled $ 3.7 million, of which $ 0.9 million were classified as non-performing TDRs and $ 2.8 million were classified as performing TDRs. Both performing and non-performing TDRs are considered impaired loans. When an individual loan is determined to be a TDR, the amount of impairment is based upon the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the underlying collateral less applicable selling costs. Accordingly, specific reserves of $ 133,000 and $ 214,000 related to TDRs were allocated to the allowance for loan losses at September 30, 2021 and December 31, 2020, respectively.
Beginning in 2020, the Company began offering short-term loan modifications to assist borrowers during the COVID-19 pandemic. These modifications generally meet the criteria of both Section 4013 of the CARES Act and the join interagency statement on loan modifications and reporting, and therefore, the Company does not account for such loan modifications as TDRs. At September 30, 2021, $ 11.3 million, or 0.9 % of total loans, remained in some form of a modification. These loan modifications include two remaining loans on interest only.
15
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
The following table summarizes loans that were modified as TDRs during the periods indicated.
Nine Months Ended September 30,
2021
2020
Recorded Investment (1)
Recorded Investment (1)
Number of
Pre-
Post-
Number of
Pre-
Post-
(in thousands)
Contracts
Modification
Modification
Contracts
Modification
Modification
Troubled Debt Restructurings
Real estate mortgage - residential
—
$
—
$
—
1
$
111
$
117
Installment and other consumer
—
—
—
1
6
4
Total
—
$
—
$
—
2
$
117
$
121
(1) The amounts reported post-modification are inclusive of all partial pay-downs and charge-offs, and no portion of the debt was forgiven. Loans modified as a TDR that were fully paid down, charged-off or foreclosed upon during the period ended are not reported.
The Company’s portfolio of loans classified as TDRs include concessions for the borrower given their financial condition such as applying interest rates below the current market rate, deferring principal payments, and extending maturity dates. There were no loans meeting the TDR criteria that were modified during the three and nine months ended September 30, 2021, respectively, and no loans and two loans that were modified during the three and nine months ended September 30, 2020, respectively. The Company considers a TDR to be in default when it is 90 days or more past due under the modified terms, a charge-off occurs, or it is in the process of foreclosure. There were no loans modified as a TDR that defaulted during any of the three and nine months ended September 30, 2021, respectively, and no loans and one loan modified as a TDR that defaulted during the three and nine months ended September 30, 2020, respectively, and within twelve months of their modification date. See Lending and Credit Management section for further information.
Loans Held For Sale
The Company designates certain long-term fixed rate personal real estate loans as held for sale, and the Company carries them at the lower of cost or fair value. The loans are primarily sold to Freddie Mac, Fannie Mae, PennyMac, and other various secondary market investors. At September 30, 2021, the carrying amount of these loans was $ 4.6 million compared to $ 5.1 million and $ 7.9 million at December 31, 2020 and September 30, 2020, respectively.
(3) Other Real Estate Acquired in Settlement of Loans
September 30,
December 31,
(in thousands)
2021
2020
Commercial
$
644
$
920
Real estate construction - commercial
10,094
10,986
Real estate mortgage - residential
235
201
Real estate mortgage - commercial
2,798
2,798
Total
$
13,771
$
14,905
Less valuation allowance for other real estate owned
( 2,157 )
( 2,614 )
Total other real estate owned
$
11,614
$
12,291
16
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Changes in the net carrying amount of other real estate owned were as follows for the periods indicated:
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2021
2020
2021
2020
Balance at beginning of period
$
14,552
$
15,488
$
14,905
$
15,737
Additions
112
73
142
73
Proceeds from sales
( 423 )
( 15 )
( 747 )
( 209 )
Charge-offs against the valuation allowance for other real estate owned, net
( 470 )
—
( 554 )
—
Donation
—
—
—
( 266 )
Net gain on sales
—
8
25
219
Total other real estate owned
$
13,771
$
15,554
$
13,771
$
15,554
Less valuation allowance for other real estate owned
( 2,157 )
( 2,953 )
( 2,157 )
( 2,953 )
Balance at end of period
$
11,614
$
12,601
$
11,614
$
12,601
At September 30, 2021, $ 209,000 of consumer mortgage loans secured by residential real estate properties were in the process of foreclosure compared to $ 287,000 of consumer mortgage loans at December 31, 2020.
Activity in the valuation allowance for other real estate owned was as follows for the periods indicated:
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2021
2020
2021
2020
Balance, beginning of period
$
2,614
$
2,968
$
2,614
$
2,956
Provision (release) for other real estate owned
13
( 15 )
97
( 3 )
Charge-offs
( 470 )
—
( 554 )
—
Balance, end of period
$
2,157
$
2,953
$
2,157
$
2,953
17
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(4) Investment Securities
Available for sale securities
The amortized cost and fair value of debt securities classified as available-for-sale at September 30, 2021 and December 31, 2020 were as follows:
Total
Amortized
Gross Unrealized
Fair
( in thousands)
Cost
Gains
Losses
Value
September 30, 2021
U.S. Treasury
$
3,012
$
17
$
—
$
3,029
U.S. government and federal agency obligations
1,316
17
—
1,333
U.S. government-sponsored enterprises
17,497
177
( 108 )
17,566
Obligations of states and political subdivisions
119,220
1,073
( 1,382 )
118,911
Mortgage-backed securities
125,126
1,221
( 1,334 )
125,013
Other debt securities (a)
10,825
570
—
11,395
Bank issued trust preferred securities (a)
1,486
—
( 205 )
1,281
Total available-for-sale securities
$
278,482
$
3,075
$
( 3,029 )
$
278,528
December 31, 2020
U.S. Treasury
$
2,772
$
26
$
—
$
2,798
U.S. government and federal agency obligations
11,732
197
—
11,929
U.S. government-sponsored enterprises
22,495
379
—
22,874
Obligations of states and political subdivisions
56,943
1,801
—
58,744
Mortgage-backed securities
88,357
1,809
( 54 )
90,112
Other debt securities (a)
10,000
358
( 14 )
10,344
Bank issued trust preferred securities (a)
1,486
—
( 257 )
1,229
Total available-for-sale securities
$
193,785
$
4,570
$
( 325 )
$
198,030
(a) Certain hybrid instruments possessing characteristics typically associated with debt obligations.
The Company’s investment securities are classified as available for sale. Agency bonds and notes, SBA guaranteed loan certificates, residential and commercial agency mortgage-backed securities, and agency collateralized mortgage obligations (CMO) include securities issued by the Government National Mortgage Association (GNMA), a U.S. government agency, and the Federal National Mortgage Association (FNMA), the Federal Home Loan Mortgage Corporation (FHLMC), and the Federal Home Loan Bank (FHLB), which are U.S. government-sponsored enterprises.
Debt securities with carrying values aggregating approximately $ 204.8 million and $ 153.9 million at September 30, 2021 and December 31, 2020, respectively, were pledged to secure public funds, securities sold under agreements to repurchase, and for other purposes as required or permitted by law.
18
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
The amortized cost and fair value of debt securities classified as available-for-sale at September 30, 2021, by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers have the right to call or prepay obligations with or without prepayment penalties.
Amortized
Fair
( in thousands)
Cost
Value
Due in one year or less
$
4,776
$
4,798
Due after one year through five years
12,576
12,734
Due after five years through ten years
34,073
34,890
Due after ten years
101,931
101,093
Total
153,356
153,515
Mortgage-backed securities
125,126
125,013
Total available-for-sale securities
$
278,482
$
278,528
Other securities
Other investment securities include equity securities with readily determinable fair values and other investment securities that do not have readily determinable fair values. Investments in FHLB stock, and Midwest Independent Bank (MIB) bankers bank stock, that do not have readily determinable fair values, are required for membership in those organizations.
September 30,
December 31,
(in thousands)
2021
2020
Other securities:
FHLB stock
$
5,812
$
6,170
MIB stock
151
151
Equity securities with readily determinable fair values
52
32
Total other investment securities
$
6,015
$
6,353
19
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Gross unrealized losses on debt securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2021 and December 31, 2020 were as follows:
Less than 12 months
12 months or more
Total
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
(in thousands)
Value
Losses *
Value
Losses
Value
Losses
At September 30, 2021
U.S. Treasury
$
508
$
—
$
—
$
—
$
508
$
—
U.S. government-sponsored enterprises
4,892
( 108 )
—
—
4,892
( 108 )
Obligations of states and political subdivisions
62,391
( 1,382 )
—
—
62,391
( 1,382 )
Mortgage-backed securities
70,027
( 1,324 )
1,667
( 10 )
71,694
( 1,334 )
Bank issued trust preferred securities
—
—
1,281
( 205 )
1,281
( 205 )
Total
$
137,818
$
( 2,814 )
$
2,948
$
( 215 )
$
140,766
$
( 3,029 )
(in thousands)
At December 31, 2020
U.S. Treasury
$
1,015
$
—
$
—
$
—
$
1,015
$
—
Mortgage-backed securities
7,494
( 54 )
—
—
7,494
( 54 )
Other debt securities
2,987
( 14 )
—
—
2,987
( 14 )
Bank issued trust preferred securities
—
—
1,229
( 257 )
1,229
( 257 )
Total
$
11,496
$
( 68 )
$
1,229
$
( 257 )
$
12,725
$
( 325 )
* Amounts less than $1,000 are not reported
The total available-for-sale portfolio consisted of approximately 417 securities at September 30, 2021. The portfolio included 157 securities having an aggregate fair value of $ 140.8 million that were in a loss position at September 30, 2021. Securities identified as temporarily impaired which had been in a loss position for 12 months or longer totaled $ 2.9 million at fair value at September 30, 2021. The $ 3.0 million aggregate unrealized loss included in accumulated other comprehensive loss at September 30, 2021 was caused by interest rate fluctuations.
The total available-for-sale portfolio consisted of approximately 308 securities at December 31, 2020. The portfolio included 10 securities having an aggregate fair value of $ 12.7 million that were in a loss position at December 31, 2020. Securities identified as temporarily impaired which had been in a loss position for 12 months or longer totaled $ 1.2 million at fair value at December 31, 2020. The $ 325,000 aggregate unrealized loss included in accumulated other comprehensive loss at December 31, 2020 was caused by interest rate fluctuations.
Because the decline in fair value is attributable to changes in interest rates and not credit quality, these investments were not considered other-than-temporarily impaired at September 30, 2021 and December 31, 2020, respectively. In the absence of changes in credit quality of these investments, the fair value is expected to recover on all debt securities as they approach their maturity date or re-pricing date, or if market yields for such investments decline. In addition, the Company does not have the intent to sell these investments over the period of recovery, and it is not more likely than not that the Company will be required to sell such investment securities.
20
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
The following table presents the gross realized gains and losses from sales and calls of available-for-sale securities, as well as gains and losses on equity securities from fair value adjustments which have been recognized in earnings:
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2021
2020
2021
2020
Investment securities gains, net
Available-for-sale securities:
Gross realized gains
$
119
$
21
$
121
$
27
Gross realized losses
—
( 8 )
—
( 8 )
Other-than-temporary impairment recognized
—
—
—
—
Other investment securities:
Fair value adjustments, net
7
( 1 )
19
( 1 )
Investment securities gains, net
$
126
$
12
$
140
$
18
(5) Intangible Assets
Mortgage Servicing Rights
At September 30, 2021, the Company was servicing approximately $ 277.1 million of loans sold to the secondary market compared to $ 292.7 million at December 31, 2020, and $ 289.3 million at September 30, 2020. Mortgage loan servicing fees, reported in real estate servicing fees, net, earned on loans sold were $ 195,000 and $ 581,000 for the three and nine months ended September 30, 2021, respectively, compared to $ 216,000 and $ 638,000 for the three and nine months ended September 30, 2020, respectively.
The table below presents changes in mortgage servicing rights (MSRs) for the periods indicated.
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2021
2020
2021
2020
Balance at beginning of period
$
2,775
$
2,145
$
2,445
$
2,482
Originated mortgage servicing rights
66
343
359
531
Changes in fair value:
Due to changes in model inputs and assumptions (1)
( 13 )
( 21 )
269
( 340 )
Other changes in fair value (2)
( 110 )
( 140 )
( 355 )
( 346 )
Total changes in fair value
( 123 )
( 161 )
( 86 )
( 686 )
Balance at end of period
$
2,718
$
2,327
$
2,718
$
2,327
(1)
The change in fair value resulting from changes in valuation inputs or assumptions, reported in real estate servicing fees, net, used in the valuation model reflects the change in discount rates and prepayment speed assumptions primarily due to changes in interest rates.
(2)
Other changes in fair value, reported in real estate servicing fees, net, reflect changes due to customer payments and passage of time.
21
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
The following key data and assumptions were used in estimating the fair value of the Company’s MSRs as of September 30, 2021 and 2020, respectively:
Nine Months Ended September 30,
2021
2020
Weighted average constant prepayment rate
11.41
%
16.89
%
Weighted average note rate
3.38
%
3.67
%
Weighted average discount rate
8.00
%
7.75
%
Weighted average expected life (in years)
6.0
4.7
(6) Federal Funds Purchased and Securities Sold under Agreements to Repurchase
September 30,
December 31,
(in thousands)
2021
2020
Federal funds purchased
$
—
$
—
Repurchase agreements
27,443
45,154
Total
$
27,443
$
45,154
The Company offers a sweep account program whereby amounts in excess of an established limit are “swept” from the customer’s demand deposit account on a daily basis into retail repurchase agreements pursuant to individual repurchase agreements between the Company and its customers . Repurchase agreements are agreements to sell securities subject to an obligation to repurchase the same or similar securities. They are accounted for as collateralized financing transactions, not as sales and purchases of the securities portfolio. The securities collateral pledged for the repurchase agreements with customers is maintained by a designated third-party custodian . The collateral amounts pledged to repurchase agreements by remaining maturity in the table below are limited to the outstanding balances of the related asset or liability; thus amounts of excess collateral are not shown.
Repurchase Agreements
Remaining Contractual Maturity of the Agreements
Overnight
Less
Greater
and
than
than
(in thousands)
continuous
90 days
90 days
Total
At September 30, 2021
U.S. government-sponsored enterprises
$
1,927
$
—
$
—
$
1,927
Mortgage-backed securities
25,516
—
—
25,516
Total
$
27,443
$
—
$
—
$
27,443
At December 31, 2020
U.S. government and federal agency obligations
$
2,728
$
—
$
—
$
2,728
U.S. government-sponsored enterprises
15,533
—
—
15,533
Mortgage-backed securities
26,893
—
—
26,893
Total
$
45,154
$
—
$
—
$
45,154
22
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(7) Leases
The Company's leases primarily consist of office space and bank branches with remaining lease terms of generally 1 to 10 years . As of September 30, 2021, operating right of use (ROU) assets and liabilities were $ 1.9 million and $ 1.9 million, respectively. As of September 30, 2021, the weighted-average remaining lease term on these operating leases is approximately 6.7 years and the weighted-average discount rate used to measure the lease liabilities is approximately 4.0 %.
Operating leases in which the Company is the lessee are recorded as operating lease ROU assets and operating lease liabilities. Currently, the Company does not have any finance leases. The ROU assets are included in premises and equipment, net on the consolidated balance sheets.
Operating lease ROU assets represent the Company's right to use an underlying asset during the lease term and operating lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents the Company's incremental borrowing rate at the lease commencement date.
Operating lease cost, which is comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term, and is recorded in net occupancy expense in the consolidated statements of income. The operating lease cost was $ 93,000 and $ 289,000 for the three and nine months ended September 30, 2021, respectively, compared to $ 86,000 and $ 252,000 for the three and nine months ended September 30, 2020, respectively.
At adoption of Accounting Standards Update (ASU) 2016-02 on January 1, 2019, lease and non-lease components of new lease agreements are accounted for separately. Lease components include fixed payments including rent, real estate taxes and insurance costs and non-lease components include common-area maintenance costs. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Operating lease expense for these leases was $ 24,000 and $ 56,000 for the three and nine months ended September 30, 2021, respectively, compared to $ 15,000 and $ 75,000 for the three and nine months ended September 30, 2020, respectively.
The table below summarizes the maturity of remaining operating lease liabilities:
Operating
Lease payments due in:
Lease
(in thousands)
2021 (excluding 9 months ended September 30, 2021)
$
91
2022
367
2023
366
2024
258
2025
257
Thereafter
830
Total lease payments
2,169
Less imputed interest
( 259 )
Total lease liabilities, as reported
$
1,910
23
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(8) Income Taxes
Income taxes as a percentage of earnings before income taxes as reported in the consolidated financial statements were 19.7 % and 19.4 % for the three and nine months ended September 30, 2021, respectively, compared to 18.9 % and 18.4 % for the three and nine months ended September 30, 2020, respectively. The increase in the effective tax rate for each of the three and nine months ended September 30, 2021 compared to the three and nine months ended September 30, 2020 was primarily attributable to the increase in earnings and an increase in state taxes attributed to elevated earnings. The effective tax rate for each of the three and nine months ended September 30, 2021 and 2020, respectively, is lower than the U.S. federal statutory rate of 21 % primarily due to tax-free revenues.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the appropriate character during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning initiatives in making this assessment. In management's opinion, the Company will more likely than not realize the benefits of its deferred tax assets and, therefore, has not established a valuation allowance against its deferred tax assets as of September 30, 2021. Management arrived at this conclusion based upon the level of historical taxable income and projections for future taxable income of the appropriate character over the periods in which the deferred tax assets are deductible.
The Company follows ASC Topic 740, Income Taxes, which addresses the accounting for uncertain tax positions . For each of the three and nine months ended September 30, 2021 and 2020, respectively, the Company did not have any uncertain tax provisions, and did not record any related tax liabilities.
(9) Stockholders’ Equity
Accumulated Other Comprehensive Income (Loss)
The following details the change in the components of the Company’s accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2021 and 2020:
Nine Months Ended September 30, 2021
Accumulated
Unrecognized Net
Other
Unrealized
Pension and
Comprehensive
Gains (Losses)
Postretirement
Income
(in thousands)
on Securities (1)
Costs (2)
(Loss)
Balance at beginning of period
$
3,353
$
( 1,825 )
$
1,528
Other comprehensive income (loss), before reclassifications
( 4,104 )
275
( 3,829 )
Amounts reclassified from accumulated other comprehensive income (loss)
( 95 )
—
( 95 )
Current period other comprehensive income (loss), before tax
( 4,199 )
275
( 3,924 )
Income tax benefit (expense)
882
( 58 )
824
Current period other comprehensive income (loss), net of tax
( 3,317 )
217
( 3,100 )
Balance at end of period
$
36
$
( 1,608 )
$
( 1,572 )
24
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Nine Months Ended September 30, 2020
Accumulated
Unrecognized Net
Other
Unrealized
Pension and
Comprehensive
Gains (Losses)
Postretirement
Income
(in thousands)
on Securities (1)
Costs (2)
(Loss)
Balance at beginning of period
$
( 23 )
$
( 3,732 )
$
( 3,755 )
Other comprehensive income, before reclassifications
4,165
160
4,325
Amounts reclassified from accumulated other comprehensive income (loss)
( 19 )
—
( 19 )
Current period other comprehensive income, before tax
4,146
160
4,306
Income tax expense
( 871 )
( 33 )
( 904 )
Current period other comprehensive income, net of tax
3,275
127
3,402
Balance at end of period
$
3,252
$
( 3,605 )
$
( 353 )
(1) The pre-tax amounts reclassified from accumulated other comprehensive income (loss) are included in investment securities gains (losses), net in the consolidated statements of income.
(2) The pre-tax amounts reclassified from accumulated other comprehensive income (loss) are included in the computation of net periodic pension cost .
(10) Employee Benefit Plans
Employee Benefits
Employee benefits charged to operating expenses are summarized in the table below for the periods indicated.
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2021
2020
2021
2020
Payroll taxes
$
310
$
305
$
1,101
$
1,030
Medical plans
436
446
1,405
1,370
401(k) match and profit sharing
513
490
1,456
1,134
Periodic pension cost
449
404
1,347
1,211
Other
3
14
10
42
Total employee benefits
$
1,711
$
1,659
$
5,319
$
4,787
The Company’s profit-sharing plan includes a matching 401(k) portion, in which the Company matches the first 3 % of eligible employee contributions. The Company makes annual contributions for the discretionary portion in an amount up to 6 % of income before income taxes and before contributions to the profit-sharing and pension plans for all participants, limited to the maximum amount deductible for federal income tax purposes, for each of the periods shown.
Other Plans
On November 7, 2018, the Board of Directors of the Company adopted a supplemental executive retirement plan (SERP), effective as of January 1, 2018. The SERP provides select employees who satisfy certain eligibility requirements with certain benefits upon retirement, termination of employment or death.
The accrued liability relating to the SERP was $ 1.2 million as of September 30, 2021, and the expense for the three and nine months ended September 30, 2021 was $ 97,000 and $ 290,000 , respectively, compared to $ 80,000 and $ 240,000 for the three and nine months ended September 30, 2020, respectively, and is recognized over the required service period.
25
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Pension
The Company provides a noncontributory defined benefit pension plan for all full-time and eligible employees. Beginning January 1, 2018 and for all retrospective periods presented, the Company adopted the guidance under ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . Under the new guidance, only the service cost component of the net periodic benefit cost is reported in the same income statement line item as salaries and benefits, and the remaining components are reported as other non-interest expense. An employer is required to recognize the funded status of a defined benefit postretirement plan as an asset or liability in its balance sheet and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. Under the Company’s funding policy for the defined benefit pension plan, contributions are made to a trust as necessary to provide for current service and for any unfunded accrued actuarial liabilities over a reasonable period. To the extent that these requirements are fully covered by assets in the trust, a contribution might not be made in a particular year. The Company made a pension contribution of $ 1.0 million on March 22, 2021.
Effective July 1, 2017, the Company amended the pension plan to effectuate a “soft freeze” such that no individual hired (or rehired in the case of a former employee) by the Company after September 30, 2017, whether or not such individual is or was a vested member in the plan, will be eligible to be an active member and be entitled to accrue any benefits under the plan.
Components of Net Pension Cost and Other Amounts Recognized in Accumulated Other Comprehensive Income
The following items are components of net pension cost for the periods indicated:
Nine Months Ended September 30,
(in thousands)
2021
2020
Service cost - benefits earned during the year
$
1,692
$
1,614
Interest costs on projected benefit obligations (a)
1,072
1,127
Expected return on plan assets (a)
( 1,843 )
( 1,598 )
Expected administrative expenses
104
110
Amortization of prior service cost (a)
—
50
Amortization of unrecognized net loss (a)
367
164
Net periodic pension cost
$
1,392
$
1,467
(a) The components of net periodic pension cost other than the service cost component are included in other non-interest expense.
Net periodic pension benefit costs include interest costs based on an assumed discount rate, the expected return on plan assets based on actuarially derived market-related values, and the amortization of net actuarial losses. Net periodic postretirement benefit costs include service costs, interest costs based on an assumed discount rate, and the amortization of prior service credits and net actuarial gains. Differences between expected and actual results in each year are included in the net actuarial gain or loss amount, which is recognized in other comprehensive income. The net actuarial gain or loss in excess of a 10% corridor is amortized in net periodic benefit cost over the average remaining service period of active participants in the pension plan. The prior service credit is amortized over the average remaining service period to full
26
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
eligibility for participating employees expected to receive benefits. Currently, there is no prior service cost or net transition (asset)/obligation to be amortized.
(11) Earnings per Share
Stock Dividend
On July 1, 2021 , the Company paid a special stock dividend of 4 % to common shareholders of record at the close of business on June 15, 2021 . For all periods presented, share information, including basic and diluted earnings per share, has been adjusted retroactively to reflect this change.
Basic earnings per share is computed by dividing income available to shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share gives effect to all dilutive potential shares that were outstanding during the year.
Presented below is a summary of the components used to calculate basic and diluted earnings per common share, which have been restated for all stock dividends:
Three Months Ended September 30,
Nine Months Ended September 30,
(dollars in thousands, except per share data)
2021
2020
2021
2020
Basic earnings per share:
Net income available to shareholders
$
5,796
$
4,960
$
16,527
$
9,110
Average shares outstanding
6,616,975
6,737,928
6,617,105
6,747,553
Basic earnings per share
$
0.88
$
0.74
$
2.50
$
1.35
Diluted earnings per share:
Net income available to shareholders
$
5,796
$
4,960
$
16,527
$
9,110
Average shares outstanding
6,616,975
6,737,928
6,617,105
6,747,553
Diluted earnings per share
$
0.88
0.74
$
2.50
1.35
Repurchase Program
In 2019, the Company's Board of Directors authorized the purchase of up to $ 5.0 million market value of the Company's common stock. Management was given discretion to determine the number and pricing of the shares to be purchased, as well as the timing of any such purchases. The Company repurchased 117,632 shares at an average cost of $ 18.26 per share totaling $ 2.1 million during the first quarter of 2021.
During the second quarter of 2021, the Company's Board of Directors reauthorized the purchase of up to $ 5.0 million market value of the Company's common stock under the 2019 authorization. There were no shares repurchased during the third quarter of 2021. As of September 30, 2021, $ 5.0 million remained available for the repurchase of shares pursuant to the share repurchase authorization.
27
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(12) Fair Value Measurements
Fair value represents the amount expected to be received to sell an asset or paid to transfer a liability in its principal or most advantageous market in an orderly transaction between market participants at the measurement date.
Depending on the nature of the asset or liability, the Company uses various valuation methodologies and assumptions to estimate fair value. The measurement of fair value under U.S. GAAP uses a hierarchy intended to maximize the use of observable inputs and minimize the use of unobservable inputs. This hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows.
The fair value hierarchy is as follows:
Level 1 – Inputs are unadjusted quoted prices for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and is used to measure fair value whenever available. A contractually binding sales price also provides reliable evidence of fair value.
Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets and liabilities in active markets, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 – Inputs are unobservable inputs for the asset or liability and significant to the fair value. These may be internally developed using the Company’s best information and assumptions that a market participant would consider.
In accordance with fair value accounting guidance, the Company measures, records, and reports various types of assets and liabilities at fair value on either a recurring or non-recurring basis in the Consolidated Financial Statements. Nonfinancial assets measured at fair value on a non-recurring basis would include foreclosed real estate, long-lived assets, and core deposit intangible assets, which are reviewed when circumstances or other events indicate that impairment may have occurred.
Valuation Methods for Assets and Liabilities Measured at Fair Value on a Recurring Basis
Following is a description of the Company’s valuation methodologies used for assets and liabilities recorded at fair value on a recurring basis:
Available-for-Sale Securities
The fair value measurements of the Company’s investment securities are determined by a third-party pricing service which considers observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. The fair value measurements are subject to independent verification to another pricing source by management each quarter for reasonableness.
Equity securities with readily determinable fair values are recorded at fair value, with changes in fair value reflected in earnings. The Company uses level 1 inputs to value equity securities that are traded in active markets. Equity securities that do not have readily determinable fair values are carried at cost and are periodically assessed for impairment. Equity securities that are not actively traded are classified in level 2.
28
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Mortgage Servicing Rights
The fair value of mortgage servicing rights is based on the discounted value of estimated future cash flows utilizing contractual cash flows, servicing rate, constant prepayment rate, servicing cost, and discount rate factors. Accordingly, the fair value is estimated based on a valuation model that calculates the present value of estimated future net servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds, market discount rates, cost to service, float earnings rates, and other ancillary income, including late fees. The valuation models estimate the present value of estimated future net servicing income. The Company classifies its servicing rights as Level 3.
Fair Value Measurements
Quoted Prices
in Active
Markets for
Other
Significant
Identical
Observable
Unobservable
Assets
Inputs
Inputs
(in thousands)
Fair Value
(Level 1)
(Level 2)
(Level 3)
September 30, 2021
Assets:
U.S. Treasury
$
3,029
$
3,029
$
—
$
—
U.S. government and federal agency obligations
1,333
—
1,333
—
U.S. government-sponsored enterprises
17,566
—
17,566
—
Obligations of states and political subdivisions
118,911
—
118,911
—
Mortgage-backed securities
125,013
—
125,013
—
Other debt securities
11,395
—
11,395
—
Bank-issued trust preferred securities
1,281
—
1,281
—
Equity securities
52
52
—
—
Mortgage servicing rights
2,718
—
—
2,718
Total
$
281,298
$
3,081
$
275,499
$
2,718
December 31, 2020
Assets:
U.S. Treasury
$
2,798
$
2,798
$
—
$
—
U.S. government and federal agency obligations
11,929
—
11,929
—
U.S. government-sponsored enterprises
22,874
—
22,874
—
Obligations of states and political subdivisions
58,744
—
58,744
—
Mortgage-backed securities
90,112
—
90,112
—
Other debt securities
10,344
—
10,344
—
Bank-issued trust preferred securities
1,229
—
1,229
—
Equity securities
32
32
—
—
Mortgage servicing rights
2,445
—
—
2,445
Total
$
200,507
$
2,830
$
195,232
$
2,445
29
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
The changes in Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows:
Fair Value Measurements Using
Fair Value Measurements Using
(Level 3)
(Level 3)
Mortgage Servicing Rights
Mortgage Servicing Rights
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2021
2020
2021
2020
Balance at beginning of period
$
2,775
$
2,145
$
2,445
$
2,482
Total gains or (losses) (realized/unrealized):
Included in earnings
( 123 )
( 161 )
( 86 )
( 686 )
Included in other comprehensive income
—
—
—
—
Purchases
—
—
—
—
Sales
—
—
—
—
Issues
66
343
359
531
Settlements
—
—
—
—
Balance at end of period
$
2,718
$
2,327
$
2,718
$
2,327
Valuation Methods for Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
Following is a description of the Company’s valuation methodologies used for assets and liabilities recorded at fair value on a non-recurring basis:
Collateral Dependent Impaired Loans
While the overall loan portfolio is not carried at fair value, the Company periodically records non-recurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Non-recurring adjustments also include certain impairment amounts for collateral dependent loans when establishing the allowance for loan losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan. In determining the value of real estate collateral, the Company relies on external and internal appraisals of property values depending on the size and complexity of the real estate collateral. The Company maintains staff that is trained to perform in-house evaluations and also review third-party appraisal reports for reasonableness. In the case of non-real estate collateral, reliance is placed on a variety of sources, including external estimates of value and judgments based on the experience and expertise of internal specialists. Values of all loan collateral are regularly reviewed by a senior loan committee. Because many of these inputs are not observable, the measurements are classified as Level 3. As of September 30, 2021, the Company identified $ 31.2 million in collateral dependent impaired loans that had specific allowances for losses aggregating $ 4.6 million. Related to these loans, there were $ 33,000 and $ 69,000 in charge-offs recorded during the three and nine months ended September 30, 2021, respectively. As of September 30, 2020, the Company identified $ 2.9 million in collateral dependent impaired loans that had specific allowances for losses aggregating $ 0.2 million. Related to these loans, there were $ 36,000 and $ 129,000 in charge-offs recorded during the three and nine months ended September 30, 2020, respectively.
Other Real Estate and Foreclosed Assets
Other real estate owned (OREO) and foreclosed assets consisted of loan collateral that has been repossessed through foreclosure. This collateral is comprised of commercial and residential real estate and other non-real estate property, including autos, manufactured homes, and construction equipment. Subsequent to foreclosure, these assets initially
30
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
are carried at fair value of the collateral less estimated selling costs. Fair value, when recorded, is generally based upon appraisals by approved, independent state-certified appraisers. Like impaired loans, appraisals on OREO may be discounted based on the Company’s historical knowledge, changes in market conditions from the time of appraisal or other information available. During the holding period, valuations are updated periodically, and the assets may be written down to reflect a new cost basis. Because many of these inputs are not observable, the measurements are classified as Level 3.
Fair Value Measurements Using
Quoted Prices
in Active
Three Months
Nine Months
Markets for
Other
Significant
Ended
Ended
Identical
Observable
Unobservable
September 30,
September 30,
Total
Assets
Inputs
Inputs
Total Gains
Total Gains
(in thousands)
Fair Value
(Level 1)
(Level 2)
(Level 3)
(Losses)*
(Losses)*
September 30, 2021
Assets:
Collateral dependent impaired loans:
Commercial, financial, & agricultural
$
3,960
$
—
$
—
$
3,960
$
—
$
—
Real estate mortgage - residential
324
—
—
324
( 18 )
( 22 )
Real estate mortgage - commercial
22,266
—
—
22,266
( 15 )
( 41 )
Installment and other consumer
—
—
—
—
—
( 6 )
Total
$
26,550
$
—
$
—
$
26,550
$
( 33 )
$
( 69 )
Other real estate and repossessed assets
$
11,614
$
—
$
—
$
11,614
$
( 12 )
$
( 71 )
September 30, 2020
Assets:
Collateral dependent impaired loans:
Commercial, financial, & agricultural
$
308
$
—
$
—
$
308
$
( 20 )
$
( 20 )
Real estate construction - commercial
360
—
—
360
—
—
Real estate mortgage - residential
454
—
—
454
—
( 52 )
Real estate mortgage - commercial
1,635
—
—
1,635
( 13 )
( 37 )
Installment and other consumer
—
—
—
—
( 3 )
( 20 )
Total
$
2,757
$
—
$
—
$
2,757
$
( 36 )
$
( 129 )
Other real estate and repossessed assets
$
12,601
$
—
$
—
$
12,601
$
23
$
222
*
Total losses reported for other real estate and foreclosed assets includes charge-offs, valuation write downs, and net losses taken during the periods reported.
(13) Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate such value:
Loans
Fair values are estimated for portfolios with similar financial characteristics. Loans are segregated by type, such as commercial, real estate, and consumer. Each loan category is further segmented into fixed and variable interest rate
31
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
categories. The fair value of loans, or exit price, is estimated by using the future value of discounted cash flows using comparable market rates for similar types of loan products and adjusted for market factors. The discount rates used are estimated using comparable market rates for similar types of loan products adjusted to be commensurate with the credit risk, overhead costs, and optionality of such instruments.
Loans Held for Sale
Loans originated and intended to be sold in the secondary market, generally 1-4 family residential mortgage loans, are carried, in aggregate, at the lower of cost or estimated fair value. The estimated fair value measurements of loans held for sale are management's best estimate of fair value, which is primarily based on quoted market prices for similar loans in the secondary market.
Investment Securities
A detailed description of the fair value measurement of the debt instruments in the available-for-sale sections of the investment security portfolio is provided in the Fair Value Measurement section above. A schedule of investment securities by category and maturity is provided in the notes on Investment Securities .
Other Investment Securities
Other investment securities include equity securities with readily determinable fair values and other investment securities that do not have readily determinable fair values. Investments in FHLB stock, and MIB bankers bank stock, that do not have readily determinable fair values, are required for membership in those organizations. Equity securities that are not actively traded are classified in level 2.
Equity securities with readily determinable fair values are recorded at fair value, with changes in fair value reflected in earnings. Equity securities that do not have readily determinable fair values are carried at cost and are periodically assessed for impairment. The Company uses level 1 inputs to value equity securities that are traded in active markets.
Federal Funds Sold, Cash, and Due from Banks
The carrying amounts of short-term federal funds sold, interest earning deposits with banks, and cash and due from banks approximate fair value. Federal funds sold classified as short-term generally mature in 90 days or less.
Certificates of Deposit in Other Banks
Certificates of deposit are other investments made by the Company with other financial institutions that are carried at cost which is equal to fair value.
Cash Surrender Value - Life Insurance
The fair value of Bank-owned life insurance (BOLI) approximates the carrying amount. Upon liquidation of these investments, the Company would receive the cash surrender value which equals the carrying amount.
32
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
Accrued Interest Receivable and Payable
For accrued interest receivable and payable, the carrying amount is a reasonable estimate of fair value because of the short maturity for these financial instruments.
Deposits
The fair value of deposits with no stated maturity, such as noninterest-bearing demand, NOW accounts, savings, and money market, is equal to the amount payable on demand. The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.
Federal Funds Purchased and Securities Sold Under Agreements to Repurchase
For Federal funds purchased and securities sold under agreements to repurchase, the carrying amount is a reasonable estimate of fair value, as such instruments reprice in a short time period.
Subordinated Notes and Other Borrowings
The fair value of subordinated notes and other borrowings is based on the discounted value of contractual cash-flows. The discount rate is estimated using the rates currently offered for other borrowed money of similar remaining maturities.
33
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
A summary of the carrying amounts and fair values of the Company’s financial instruments at September 30, 2021 and December 31, 2020 is as follows:
September 30, 2021
Fair Value Measurements
Quoted Prices
in Active
Net
Markets for
Other
Significant
September 30, 2021
Identical
Observable
Unobservable
Carrying
Fair
Assets
Inputs
Inputs
(in thousands)
amount
value
(Level 1)
(Level 2)
(Level 3)
Assets:
Cash and due from banks
$
19,004
$
19,004
$
19,004
$
—
$
—
Federal funds sold and overnight interest-bearing deposits
94,262
94,262
94,262
—
—
Certificates of deposit in other banks
6,673
6,673
6,673
—
—
Available-for-sale securities
278,528
278,528
3,029
275,499
—
Other investment securities
6,015
6,015
52
5,963
—
Loans, net
1,263,891
1,273,797
—
—
1,273,797
Loans held for sale
4,576
4,663
—
—
4,663
Cash surrender value - life insurance
2,495
2,495
—
2,495
—
Accrued interest receivable
7,568
7,568
7,568
—
—
Total
$
1,683,012
$
1,693,005
$
130,588
$
283,957
$
1,278,460
Liabilities:
Deposits:
Non-interest bearing demand
$
461,626
$
461,626
$
461,626
$
—
$
—
Savings, interest checking and money market
693,065
693,065
693,065
—
—
Time deposits
256,368
257,500
—
—
257,500
Federal funds purchased and securities sold under agreements to repurchase
27,443
27,443
27,443
—
—
Federal Home Loan Bank advances and other borrowings
93,493
94,941
—
94,941
—
Subordinated notes
49,486
42,661
—
42,661
—
Accrued interest payable
308
308
308
—
—
Total
$
1,581,789
$
1,577,544
$
1,182,442
$
137,602
$
257,500
34
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
December 31, 2020
Fair Value Measurements
Quoted Prices
in Active
Net
Markets for
Other
Significant
December 31, 2020
Identical
Observable
Unobservable
Carrying
Fair
Assets
Inputs
Inputs
(in thousands)
amount
value
(Level 1)
(Level 2)
(Level 3)
Assets:
Cash and due from banks
$
19,235
$
19,235
$
19,235
$
—
$
—
Federal funds sold and overnight interest-bearing deposits
161,128
161,128
161,128
—
—
Certificates of deposit in other banks
9,376
9,376
9,376
—
—
Available-for-sale securities
198,030
198,030
2,798
195,232
—
Other investment securities
6,353
6,353
32
6,321
—
Loans, net
1,268,854
1,288,677
—
—
1,288,677
Loans held for sale
5,099
5,279
—
—
5,279
Cash surrender value - life insurance
2,451
2,451
—
2,451
—
Accrued interest receivable
6,640
6,640
6,640
—
—
Total
$
1,677,166
$
1,697,169
$
199,209
$
204,004
$
1,293,956
Liabilities:
Deposits:
Non-interest bearing demand
$
382,492
$
382,492
$
382,492
$
—
$
—
Savings, interest checking and money market
723,808
723,808
723,808
—
—
Time deposits
277,306
279,569
—
—
279,569
Federal funds purchased and securities sold under agreements to repurchase
45,154
45,154
45,154
—
—
Federal Home Loan Bank advances and other borrowings
106,674
110,121
—
110,121
—
Subordinated notes
49,486
40,929
—
40,929
—
Accrued interest payable
837
837
837
—
—
Total
$
1,585,757
$
1,582,910
$
1,152,291
$
151,050
$
279,569
Off-Balance Sheet Financial Instruments
The fair value of commitments to extend credit and standby letters of credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, the likelihood of the counterparties drawing on such financial instruments, and the present creditworthiness of such counterparties. The Company believes such commitments have been made on terms that are competitive in the markets in which it operates.
Limitations
The fair value estimates provided are made at a point in time based on market information and information about the financial instruments. Because no market exists for a 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 fair value estimates.
35
HAWTHORN BANCSHARES, INC.
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(Unaudited)
(14) Commitments and Contingencies
The Company issues financial instruments with off-balance-sheet risk in the normal course of business of meeting the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments may involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.
The Company’s extent of involvement and maximum potential exposure to credit loss in the event of non-performance 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 these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for financial instruments included on its consolidated balance sheets. At September 30, 2021, no amounts have been accrued for any estimated losses for these financial instruments.
The contractual amount of off-balance-sheet financial instruments were as follows as of the dates indicated:
September 30,
December 31,
(in thousands)
2021
2020
Commitments to extend credit
$
354,957
$
264,528
Commitments to originate residential first and second mortgage loans
22,964
51,270
Standby letters of credit
7,542
125,800
Total
$
385,463
$
441,598
Commitments
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 certain of the commitments and letters of credit are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, furniture and equipment, and real estate.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third-party. These standby letters of credit are primarily issued to support contractual obligations of the Company’s customers. The approximate remaining term of standby letters of credit range from one month to five years at September 30, 2021.
Pending Litigation
The Company and its subsidiaries are defendants in various legal actions incidental to the Company’s past and current business activities. Based on the Company’s analysis, and considering the inherent uncertainties associated with litigation, management does not believe that it is reasonably possible that these legal actions will materially adversely affect the Company’s consolidated financial condition or results of operations in the near term. The Company records a loss accrual for all legal matters for which it deems a loss is probable and can be reasonably estimated. Some legal matters, which are at early stages in the legal process, have not yet progressed to the point where a loss is deemed probable or an amount can be estimated.
36
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.