2 unchanged sentences
Consolidated Balance Sheets
−Removed: June 30, 2022 and December 31, 2021
−Removed: June 30, December 31,
+Added: September 30, 2022 and December 31, 2021
+Added: September 30, December 31,
(In thousands, except share data) 2022 2021
−Removed: Cash and non-interest bearing balances due from banks $ 193,473 $ 209,190
+Added: Cash and noninterest bearing balances due from banks $ 175,547 $ 209,190
Interest bearing balances due from banks and federal funds sold 503,863 1,441,463
2 unchanged sentences
Investment securities:
−Removed: Held-to-maturity, net of allowance for credit losses of $ 1,381 and $ 1,279 at June 30, 2022 and December 31, 2021, respectively
+Added: Held-to-maturity, net of allowance for credit losses of $ 1,384 and $ 1,279 at September 30, 2022 and December 31, 2021, respectively
3,787,076 1,529,221
−Removed: Available-for-sale, at estimated fair value (amortized cost of $ 4,730,178 and $ 7,130,861 at June 30, 2022 and December 31, 2021, respectively)
+Added: Available-for-sale, at estimated fair value (amortized cost of $ 4,484,131 and $ 7,130,861 at September 30, 2022 and December 31, 2021, respectively)
3,937,543 7,113,545
14 unchanged sentences
LIABILITIES AND STOCKHOLDERS’ EQUITY
−Removed: Non-interest bearing transaction accounts $ 6,057,186 $ 5,325,318
+Added: Noninterest bearing transaction accounts $ 6,218,283 $ 5,325,318
Interest bearing transaction accounts and savings deposits 12,103,994 11,588,770
8 unchanged sentences
Common stock, Class A, $ 0.01 par value;
−Removed: 350,000,000 and 175,000,000 shares authorized at June 30, 2022 and December 31, 2021, respectively;
−Removed: 128,787,764 and 112,715,444 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively
+Added: 350,000,000 and 175,000,000 shares authorized at September 30, 2022 and December 31, 2021, respectively;
+Added: 126,943,467 and 112,715,444 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively
Surplus 2,527,153 2,164,989
6 unchanged sentences
Consolidated Statements of Income
−Removed: Three and Six Months Ended June 30, 2022 and 2021
−Removed: Three Months Ended June 30, Six Months Ended
+Added: Three and Nine Months Ended September 30, 2022 and 2021
+Added: Three Months Ended September 30, Nine Months Ended
+Added: September 30,
(In thousands, except per share data) 2022 2021 2022 2021
5 unchanged sentences
Mortgage loans held for sale 178 230 568 1,255
+Added: Other loans held for sale 998 — 3,061 —
TOTAL INTEREST INCOME 230,618 163,926 597,151 500,329
8 unchanged sentences
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 193,482 165,127 510,242 469,847
−Removed: NON-INTEREST INCOME
−Removed: Wealth management fees 7,214 7,892 15,182 15,253
+Added: NONINTEREST INCOME
Service charges on deposit accounts 12,560 11,557 34,635 31,322
−Removed: Other service charges and fees 1,871 2,048 3,508 3,970
−Removed: Mortgage lending income 2,240 4,490 6,790 10,937
Debit and credit card fees 7,685 7,102 23,358 20,785
+Added: Wealth management fees 8,562 7,877 23,744 23,130
+Added: Mortgage lending income 2,593 5,818 9,383 16,755
Bank owned life insurance income 2,902 2,573 8,171 6,134
+Added: Other service charges and fees 2,085 1,964 5,593 5,934
Gain (loss) on sale of securities, net ( 22 ) 5,248 ( 226 ) 15,846
Other income 6,658 6,411 20,761 25,308
−Removed: TOTAL NON-INTEREST INCOME 40,178 47,115 82,396 96,664
−Removed: NON-INTEREST EXPENSE
+Added: TOTAL NONINTEREST INCOME 43,023 48,550 125,419 145,214
+Added: NONINTEREST EXPENSE
Salaries and employee benefits 71,923 61,902 213,964 182,503
5 unchanged sentences
Other operating expenses 45,084 34,565 131,213 107,826
−Removed: TOTAL NON-INTEREST EXPENSE 156,813 114,657 285,230 227,659
+Added: TOTAL NONINTEREST EXPENSE 138,943 114,333 424,173 341,992
INCOME BEFORE INCOME TAXES 97,562 99,344 211,488 273,069
8 unchanged sentences
Consolidated Statements of Comprehensive Income (Loss)
−Removed: Three and Six Months Ended June 30, 2022 and 2021
+Added: Three and Nine Months Ended September 30, 2022 and 2021
Three Months Ended
−Removed: June 30, Six Months Ended June 30,
+Added: September 30, Nine Months Ended September 30,
(In thousands) 2022 2021 2022 2021
2 unchanged sentences
OTHER COMPREHENSIVE INCOME (LOSS)
−Removed: Unrealized holding gains (losses) arising during the period on available-for-sale securities 21,333 71,801 ( 444,375 ) ( 53,916 )
−Removed: Reclassification adjustment for realized (loss) gains included in net income ( 150 ) 5,127 ( 204 ) 10,598
−Removed: Realized loss on available-for-sale securities interest rate hedges ( 22,832 ) — ( 60,031 ) —
−Removed: Net unrealized losses on securities transferred from available for sale to held to maturity during the period ( 206,682 ) — ( 206,682 ) —
+Added: Unrealized holding losses arising during the period on available-for-sale securities ( 195,540 ) ( 41,398 ) ( 639,915 ) ( 95,313 )
+Added: Reclassification adjustment for realized (losses) gains included in net income ( 22 ) 5,248 ( 226 ) 15,846
+Added: Realized losses on available-for-sale securities interest rate hedges ( 41,412 ) ( 13,722 ) ( 101,443 ) ( 13,722 )
+Added: Net unrealized gains (losses) on securities transferred from available for sale to held to maturity during the period — 1,106 ( 206,682 ) 1,106
Accretion of net unrealized losses on securities transferred from available-for-sale to held-to-maturity 4,700 — 9,401 —
−Removed: Other comprehensive income (loss), before tax effect ( 167,152 ) 66,674 ( 595,523 ) ( 64,514 )
−Removed: Tax effect of other comprehensive income (loss) ( 43,685 ) 17,425 ( 155,640 ) ( 16,861 )
+Added: Other comprehensive loss, before tax effect ( 158,806 ) ( 31,818 ) ( 754,329 ) ( 96,331 )
+Added: Tax effect of other comprehensive loss ( 41,504 ) ( 8,316 ) ( 197,144 ) ( 25,176 )
TOTAL OTHER COMPREHENSIVE INCOME (LOSS) ( 117,302 ) ( 23,502 ) ( 557,185 ) ( 71,155 )
3 unchanged sentences
Consolidated Statements of Cash Flows
−Removed: Six Months Ended June 30, 2022 and 2021
−Removed: (In thousands) June 30, 2022 June 30, 2021
+Added: Nine Months Ended September 30, 2022 and 2021
+Added: (In thousands) September 30, 2022 September 30, 2021
OPERATING ACTIVITIES
14 unchanged sentences
Income from bank owned life insurance ( 8,189 ) ( 6,229 )
+Added: Loss from early retirement of TruPS 365 —
Originations of mortgage loans held for sale ( 436,477 ) ( 752,480 )
25 unchanged sentences
Net change in deposits 63,128 1,075,422
+Added: Repayments of TruPS ( 56,189 ) —
Dividends paid on preferred stock — ( 39 )
12 unchanged sentences
Consolidated Statements of Stockholders’ Equity
−Removed: Three Months Ended June 30, 2022 and 2021
+Added: Three Months Ended September 30, 2022 and 2021
(In thousands, except share data) Preferred Stock Common
3 unchanged sentences
Profits Total
−Removed: Three Months Ended June 30, 2022
−Removed: Balance, March 31, 2022 (Unaudited) $ — $ 1,125 $ 2,150,453 $ ( 326,961 ) $ 1,136,990 $ 2,961,607
+Added: Three Months Ended September 30, 2022
+Added: Balance, June 30, 2022 (Unaudited) $ — $ 1,288 $ 2,569,060 $ ( 450,428 ) $ 1,139,975 $ 3,259,895
Comprehensive (loss) income — — — ( 117,302 ) 80,603 ( 36,699 )
1 unchanged sentence
— — 3,111 — — 3,111
−Removed: Stock issued for Spirit acquisition - 18,275,074 shares
−Removed: — 183 464,735 — — 464,918
Stock repurchases – 1,883,713 shares
2 unchanged sentences
— — — — ( 24,119 ) ( 24,119 )
+Added: Balance, September 30, 2022 (Unaudited) $ — $ 1,269 $ 2,527,153 $ ( 567,730 ) $ 1,196,459 $ 3,157,151
+Added: Three Months Ended September 30, 2021
Balance, June 30, 2021 (Unaudited) $ 767 $ 1,084 $ 2,021,128 $ 12,073 $ 1,004,314 $ 3,039,366
−Removed: Three Months Ended June 30, 2021
−Removed: Balance, March 31, 2021 (Unaudited) $ 767 $ 1,083 $ 2,017,188 $ ( 37,176 ) $ 948,913 $ 2,930,775
−Removed: Comprehensive income — — — 49,249 74,924 124,173
+Added: Comprehensive (loss) income — — — ( 23,502 ) 80,574 57,072
Stock-based compensation plans, net – 22,767 shares
— — 4,848 — — 4,848
+Added: Stock repurchases – 1,806,205 shares
+Added: — ( 18 ) ( 51,415 ) — — ( 51,433 )
Dividends on preferred stock — — — — ( 13 ) ( 13 )
1 unchanged sentence
— — — — ( 19,309 ) ( 19,309 )
−Removed: Balance, June 30, 2021 (Unaudited) $ 767 $ 1,084 $ 2,021,128 $ 12,073 $ 1,004,314 $ 3,039,366
+Added: Balance, September 30, 2021 (Unaudited) $ 767 $ 1,066 $ 1,974,561 $ ( 11,429 ) $ 1,065,566 $ 3,030,531
See Condensed Notes to Consolidated Financial Statements.
1 unchanged sentence
Consolidated Statements of Stockholders’ Equity
−Removed: Six Months Ended June 30, 2022 and 2021
+Added: Nine Months Ended September 30, 2022 and 2021
(In thousands, except share data) Preferred Stock Common
3 unchanged sentences
Profits Total
−Removed: Six Months Ended June 30, 2022
+Added: Nine Months Ended September 30, 2022
Balance, December 31, 2021 $ — $ 1,127 $ 2,164,989 $ ( 10,545 ) $ 1,093,270 $ 3,248,841
10 unchanged sentences
— — — — ( 69,963 ) ( 69,963 )
−Removed: Balance, June 30, 2022 (Unaudited) $ — $ 1,288 $ 2,569,060 $ ( 450,428 ) $ 1,139,975 $ 3,259,895
−Removed: Six Months Ended June 30, 2021
+Added: Balance, September 30, 2022 (Unaudited) $ — $ 1,269 $ 2,527,153 $ ( 567,730 ) $ 1,196,459 $ 3,157,151
+Added: Nine Months Ended September 30, 2021
Balance, December 31, 2020 $ 767 $ 1,081 $ 2,014,076 $ 59,726 $ 901,006 $ 2,976,656
9 unchanged sentences
— — — — ( 58,319 ) ( 58,319 )
−Removed: Balance, June 30, 2021 (Unaudited) $ 767 $ 1,084 $ 2,021,128 $ 12,073 $ 1,004,314 $ 3,039,366
+Added: Balance, September 30, 2021 (Unaudited) $ 767 $ 1,066 $ 1,974,561 $ ( 11,429 ) $ 1,065,566 $ 3,030,531
See Condensed Notes to Consolidated Financial Statements.
8 unchanged sentences
checking, savings and time deposits;
−Removed: and specialized products and services (such as credit cards, trust and fiduciary services, investments, agricultural finance lending, equipment lending, insurance and Small Business Administration (“SBA”) lending) from 233 financial centers as of June 30, 2022, located throughout market areas in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas.
+Added: and specialized products and services (such as credit cards, trust and fiduciary services, investments, agricultural finance lending, equipment lending, insurance and Small Business Administration (“SBA”) lending) from approximately 230 financial centers as of September 30, 2022, located throughout market areas in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas.
Basis of Presentation
11 unchanged sentences
Management obtains independent appraisals for significant properties in connection with the determination of the allowance for credit losses and the valuation of foreclosed assets.
−Removed: During the second and third quarters of 2021, certain debit and credit card transaction fees were reclassified from non-interest expense to non-interest income.
−Removed: These transaction fees, as well as additional certain prior year amounts, have been reclassified to conform to the current year financial statement presentation.
−Removed: These changes and reclassifications did not impact previously reported net income or comprehensive income and were not material to the consolidated financial statements.
Recently Adopted Accounting Standards
4 unchanged sentences
On March 5, 2021, the U.K.
−Removed: Financial Conduct Authority (“FCA”) announced that the majority of
−Removed: LIBOR rates will no longer be published after December 31, 2021, although a number of key settings will continue until June 2023, to support the rundown of legacy contracts only.
+Added: Financial Conduct Authority (“FCA”) announced that the majority of LIBOR rates will no longer be published after December 31, 2021, although a number of key settings will continue until June 2023, to support the rundown of legacy contracts only.
As a result, LIBOR should be discontinued as a reference rate.
1 unchanged sentence
ASU 2020-04 provides optional expedients and exceptions to contracts, hedging relationships and other transactions affected by reference rate reform.
−Removed: The main provisions for contract modifications include optional relief by allowing the modification as a continuation of the existing contract without additional analysis and other optional expedients regarding embedded features.
+Added: The main provisions for
+Added: contract modifications include optional relief by allowing the modification as a continuation of the existing contract without additional analysis and other optional expedients regarding embedded features.
Optional expedients for hedge accounting permits changes to critical terms of hedging relationships and to the designated benchmark interest rate in a fair value hedge and also provides relief for assessing hedge effectiveness for cash flow hedges.
31 unchanged sentences
The ASU also updates the requirements related to accounting for credit losses under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings made to borrowers experiencing financial difficulty.
−Removed: ASU 2022-02 is effective for public business entities for fiscal years, and
−Removed: interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted.
+Added: ASU 2022-02 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted.
The Company is currently evaluating the impact this standard will have on the Company’s results of operations, financial position and disclosures.
−Removed: There have been no other significant changes to the Company’s accounting policies from the 2021 Form 10-K.
−Removed: Presently, the Company is not aware of any other changes to the Accounting Standards Codification that will have a material impact on its present or future financial position or results of operations.
+Added: There have been no other significant changes to the Company’s accounting policies disclosed in Note 1, Summary of Significant Accounting Policies, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
+Added: Presently, the
+Added: Company is not aware of any other changes to the Accounting Standards Codification that will have a material impact on its present or future financial position or results of operations.
Spirit of Texas Bancshares, Inc.
22 unchanged sentences
Liabilities Assumed
−Removed: Non-interest bearing transaction accounts $ 825,228 $ ( 165 ) $ 825,063
+Added: Noninterest bearing transaction accounts $ 825,228 $ ( 165 ) $ 825,063
Interest bearing transaction accounts and savings deposits 1,383,663 — 1,383,663
38 unchanged sentences
Liabilities Assumed
−Removed: Non-interest bearing transaction accounts $ 110,393 $ — $ 110,393
+Added: Noninterest bearing transaction accounts $ 110,393 $ — $ 110,393
Interest bearing transaction accounts and savings deposits 425,777 — 425,777
10 unchanged sentences
Goodwill $ 31,404
−Removed: The purchase price allocation and certain fair value measurements remain preliminary due to the timing of the merger.
−Removed: Management will continue to review the estimated fair values and evaluate the assumed tax positions.
−Removed: The Company expects to finalize its analysis of the acquired assets and assumed liabilities in this transaction within one year of the completion of the merger.
−Removed: Therefore, adjustments to the estimated amounts and carrying values may occur.
+Added: During 2022, the Company finalized its analysis of the loans acquired along with other acquired assets and assumed liabilities related to Landmark.
The Company’s operating results include the operating results of the acquired assets and assumed liabilities of Landmark subsequent to the acquisition date.
22 unchanged sentences
Liabilities Assumed
−Removed: Non-interest bearing transaction accounts $ 115,729 $ — $ 115,729
+Added: Noninterest bearing transaction accounts $ 115,729 $ — $ 115,729
Interest bearing transaction accounts and savings deposits 383,434 — 383,434
11 unchanged sentences
Goodwill $ 39,944
−Removed: The purchase price allocation and certain fair value measurements remain preliminary due to the timing of the merger.
−Removed: Management will continue to review the estimated fair values and evaluate the assumed tax positions.
−Removed: The Company expects to finalize its analysis of the acquired assets and assumed liabilities in this transaction within one year of the completion of the merger.
−Removed: Therefore, adjustments to the estimated amounts and carrying values may occur.
+Added: During 2022, the Company finalized its analysis of the loans acquired along with other acquired assets and assumed liabilities related to Triumph.
The Company’s operating results include the operating results of the acquired assets and assumed liabilities of Triumph subsequent to the acquisition date.
45 unchanged sentences
Held-to-maturity
−Removed: June 30, 2022
+Added: September 30, 2022
Government agencies $ 447,400 $ — $ 447,400 $ — $ ( 97,871 ) $ 349,529
14 unchanged sentences
government agencies or corporations.
−Removed: As of June 30, 2022, HTM MBS consists of $ 152.2 million and $ 1.09 billion of commercial MBS and residential MBS, respectively.
+Added: As of September 30, 2022, HTM MBS consists of $ 150.0 million and $ 1.06 billion of commercial MBS and residential MBS, respectively.
As of December 31, 2021, HTM MBS consists of $ 4.9 million and $ 65.5 million of commercial MBS and residential MBS, respectively.
6 unchanged sentences
Available-for-sale
−Removed: June 30, 2022
+Added: September 30, 2022
Treasury $ 2,250 $ — $ — $ ( 59 ) $ 2,191
11 unchanged sentences
Total AFS $ 7,130,861 $ — $ 44,005 $ ( 61,321 ) $ 7,113,545
−Removed: As of June 30, 2022, AFS MBS consists of $ 1.31 billion and $ 1.66 billion of commercial MBS and residential MBS, respectively.
+Added: As of September 30, 2022, AFS MBS consists of $ 1.17 billion and $ 1.50 billion of commercial MBS and residential MBS, respectively.
As of December 31, 2021, AFS MBS consists of $ 1.53 billion and $ 2.92 billion of commercial MBS and residential MBS, respectively.
−Removed: Accrued interest receivable on HTM and AFS securities at June 30, 2022 was $ 15.4 million and $ 20.5 million, respectively, and is included in interest receivable on the consolidated balance sheets.
+Added: Accrued interest receivable on HTM and AFS securities at September 30, 2022 was $ 17.7 million and $ 16.2 million, respectively, and is included in interest receivable on the consolidated balance sheets.
The Company has made the election to exclude all accrued interest receivable from securities from the estimate of credit losses.
−Removed: The following table summarizes the Company’s AFS investments in an unrealized loss position for which an allowance for credit loss has not been recorded as of June 30, 2022, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:
+Added: The following table summarizes the Company’s AFS investments in an unrealized loss position for which an allowance for credit loss has not been recorded as of September 30, 2022, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:
Less Than 12 Months 12 Months or More Total
9 unchanged sentences
Total AFS $ 1,983,590 $ ( 172,554 ) $ 1,895,108 $ ( 374,429 ) $ 3,878,698 $ ( 546,983 )
−Removed: As of June 30, 2022, the Company’s investment portfolio included $ 4.34 billion of AFS securities, of which $ 4.20 billion, or 96.7 %, were in an unrealized loss position that were not deemed to have credit losses.
+Added: As of September 30, 2022, the Company’s investment portfolio included $ 3.94 billion of AFS securities, of which $ 3.88 billion, or 98.5 %, were in an unrealized loss position that were not deemed to have credit losses.
A portion of the unrealized losses were related to the Company’s MBS, which are issued and guaranteed by U.S.
11 unchanged sentences
Regarding securities issued by state and political subdivisions and other HTM securities, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, (iv) internal forecasts, and (v) whether or not such securities provide insurance or other credit enhancement or are pre-refunded by the issuers.
−Removed: The following table details activity in the allowance for credit losses by investment security type for the three and six months ended June 30, 2022 on the Company’s HTM securities portfolio.
+Added: The following table details activity in the allowance for credit losses by investment security type for the three and nine months ended September 30, 2022 on the Company’s HTM securities portfolio.
(In thousands) State and Political Subdivisions Other
Securities Total
−Removed: Three Months Ended June 30, 2022
+Added: Three Months Ended September 30, 2022
Held-to-maturity
−Removed: Beginning balance, April 1, 2022 $ 1,285 $ 92 $ 1,377
+Added: Beginning balance, July 1, 2022 $ 103 $ 1,278 $ 1,381
Provision for credit loss expense — — —
1 unchanged sentence
Recoveries 1 2 3
−Removed: Ending balance, June 30, 2022 $ 103 $ 1,278 $ 1,381
−Removed: Six Months Ended June 30, 2022
+Added: Ending balance, September 30, 2022 $ 107 $ 1,277 $ 1,384
+Added: Nine Months Ended September 30, 2022
Held-to-maturity
3 unchanged sentences
Recoveries 90 15 105
−Removed: Ending balance, June 30, 2022 $ 103 $ 1,278 $ 1,381
−Removed: Activity in the allowance for credit losses by investment security type for the three and six months ended June 30, 2021 on the Company’s HTM and AFS securities portfolio was as follows:
+Added: Ending balance, September 30, 2022 $ 107 $ 1,277 $ 1,384
+Added: Activity in the allowance for credit losses by investment security type for the three and nine months ended September 30, 2021 on the Company’s HTM and AFS securities portfolio was as follows:
(In thousands) State and Political Subdivisions Other
Securities Total
−Removed: Three Months Ended June 30, 2021
+Added: Three Months Ended September 30, 2021
Held-to-maturity
−Removed: Beginning balance, April 1, 2021 $ 1,042 $ 576 $ 1,618
+Added: Beginning balance, July 1, 2021 $ 871 $ 261 $ 1,132
Provision for credit loss expense 325 ( 325 ) —
−Removed: Ending balance, June 30, 2021 $ 871 $ 261 $ 1,132
−Removed: Available-for-sale
−Removed: Beginning balance, April 1, 2021 $ 64 $ 2,390 $ 2,454
−Removed: Net decrease in allowance on previously impaired securities ( 64 ) ( 2,390 ) ( 2,454 )
−Removed: Ending balance, June 30, 2021 $ — $ — $ —
−Removed: Six Months Ended June 30, 2021
+Added: Recoveries — 147 147
+Added: Ending balance, September 30, 2021 $ 1,196 $ 83 $ 1,279
+Added: Nine Months Ended September 30, 2021
Held-to-maturity
2 unchanged sentences
Securities charged-off — ( 600 ) ( 600 )
−Removed: Ending balance, June 30, 2021 $ 871 $ 261 $ 1,132
+Added: Recoveries — 147 147
+Added: Ending balance, September 30, 2021 $ 1,196 $ 83 $ 1,279
Available-for-sale
2 unchanged sentences
Net decrease in allowance on previously impaired securities ( 217 ) ( 84 ) ( 301 )
−Removed: Ending balance, June 30, 2021 $ — $ — $ —
−Removed: Based upon the Company’s analysis of the underlying risk characteristics of its AFS portfolio, including credit ratings and other qualitative factors, as previously discussed, there was no provision for credit losses related to AFS securities recorded for the three and six months ended June 30, 2022.
−Removed: During the three and six months ended June 30, 2021, the provision for credit losses was reduced by $ 2,454,000 and $ 312,000 , respectively, related to AFS securities.
−Removed: The following table summarizes bond ratings for the Company’s HTM portfolio, based upon amortized cost, issued by state and political subdivisions and other securities as of June 30, 2022:
+Added: Ending balance, September 30, 2021 $ — $ — $ —
+Added: Based upon the Company’s analysis of the underlying risk characteristics of its AFS portfolio, including credit ratings and other qualitative factors, as previously discussed, there was no provision for credit losses related to AFS securities recorded for the three and nine months ended September 30, 2022.
+Added: There was no provision for credit losses related to AFS securities recorded in the three month period ended September 30, 2021 and it was reduced by $ 312,000 during the nine months ended September 30, 2021.
+Added: The following table summarizes bond ratings for the Company’s HTM portfolio, based upon amortized cost, issued by state and political subdivisions and other securities as of September 30, 2022:
State and Political Subdivisions
11 unchanged sentences
Accordingly, no allowance for credit losses has been recorded for these securities as there is no current expectation of credit losses related to these securities.
−Removed: Income earned on securities for the three and six months ended June 30, 2022 and 2021, is as follows:
+Added: Income earned on securities for the three and nine months ended September 30, 2022 and 2021, is as follows:
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
(In thousands) 2022 2021 2022 2021
4 unchanged sentences
Total $ 40,954 $ 30,717 $ 112,514 $ 79,418
−Removed: The amortized cost and estimated fair value by maturity of securities as of June 30, 2022 are shown in the following table.
+Added: The amortized cost and estimated fair value by maturity of securities as of September 30, 2022 are shown in the following table.
Securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments or call options.
10 unchanged sentences
Total $ 3,788,460 $ 2,984,040 $ 4,484,131 $ 3,937,543
−Removed: The carrying value, which approximates the fair value, of securities pledged as collateral, to secure public deposits and for other purposes, amounted to $ 4.16 billion at June 30, 2022 and $ 3.88 billion at December 31, 2021.
−Removed: There were no gross realized gains and approximately $ 150,000 of gross realized losses from the sale and calls of securities during the three months ended June 30, 2022, and approximately $ 37,000 of gross realized gains and $ 240,000 of gross realized losses from the sale and call of securities during the six months ended June 30, 2022.
−Removed: There were approximately $ 5.2 million of gross realized gains and $ 26,000 of gross realized losses from the sale of securities during the three months ended June 30, 2021, and approximately $ 10.6 million of gross realized gains and $ 39,000 of gross realized losses from the sale of securities during the six months ended June 30, 2021.
+Added: The carrying value, which approximates the fair value, of securities pledged as collateral, to secure public deposits and for other purposes, amounted to $ 3.93 billion at September 30, 2022 and $ 3.88 billion at December 31, 2021.
+Added: There were approximately $ 8,000 of gross realized gains and $ 30,000 of gross realized losses from the sale and calls of securities during the three months ended September 30, 2022, and approximately $ 45,000 of gross realized gains and $ 271,000 of gross realized losses from the sale and call of securities during the nine months ended September 30, 2022.
+Added: There were approximately $ 5.3 million of gross realized gains and $ 24,500 of gross realized losses from the sale of securities during the three months ended September 30, 2021, and approximately $ 15.9 million of gross realized gains and $ 63,600 of gross realized losses from the sale of securities during the nine months ended September 30, 2021.
The income tax expense/benefit related to security gains/losses was 26.135 % of the gross amounts in 2022 and 2021.
5 unchanged sentences
These loans were valued at $ 35.2 million, net of fair value discounts, at the date of acquisition.
−Removed: As of June 30, 2022, the remaining balance of loans held for sale, net of fair value discounts, was $ 16.4 million.
−Removed: As of June 30, 2022, there were no outstanding other liabilities held for sale.
+Added: As of September 30, 2022, the remaining balance of loans held for sale, net of fair value discounts, was $ 2.3 million.
+Added: The decrease in the remaining balance as compared to June 30, 2022, is due to continued paydowns and the sale of a portion of loans within the acquired portfolio.
+Added: As of September 30, 2022, there were no outstanding other liabilities held for sale.
Illinois Branch Sale
4 unchanged sentences
The loan and deposit balances of the Illinois Branches were $ 354,000 and $ 137.9 million, respectively.
−Removed: The Company recognized a gain on sale of $ 5.3 million related to the Illinois Branches in the six month period ended June 30, 2021.
+Added: The Company recognized a gain on sale of $ 5.3 million related to the Illinois Branches in the nine month period ended September 30, 2021.
LOANS AND ALLOWANCE FOR CREDIT LOSSES
−Removed: At June 30, 2022, the Company’s loan portfolio was $ 15.11 billion, compared to $ 12.01 billion at December 31, 2021.
+Added: At September 30, 2022, the Company’s loan portfolio was $ 15.61 billion, compared to $ 12.01 billion at December 31, 2021.
The various categories of loans are summarized as follows:
−Removed: June 30, December 31,
+Added: September 30, December 31,
(In thousands) 2022 2021
12 unchanged sentences
The above table presents total loans at amortized cost.
−Removed: The difference between amortized cost and unpaid principal balance is primarily premiums and discounts associated with acquisition date fair value adjustments on acquired loans as well as net deferred origination fees totaling $ 31.8 million and $ 21.5 million at June 30, 2022 and December 31, 2021, respectively.
−Removed: Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $ 46.5 million and $ 39.8 million at June 30, 2022 and December 31, 2021, respectively, and is included in interest receivable on the consolidated balance sheets.
+Added: The difference between amortized cost and unpaid principal balance is primarily premiums and discounts associated with acquisition date fair value adjustments on acquired loans as well as net deferred origination fees totaling $ 29.1 million and $ 21.5 million at September 30, 2022 and December 31, 2021, respectively.
+Added: Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $ 52.7 million and $ 39.8 million at September 30, 2022 and December 31, 2021, respectively, and is included in interest receivable on the consolidated balance sheets.
Loan Origination/Risk Management – The Company seeks to manage its credit risk by diversifying its loan portfolio, determining that borrowers have adequate sources of cash flow for loan repayment without liquidation of collateral;
26 unchanged sentences
It is standard practice to require personal guaranties on commercial loans for closely-held or limited liability entities.
−Removed: Paycheck Protection Program Loans – The Company originated loans pursuant to multiple PPP appropriations of the CARES Act which provided 100% federally guaranteed loans for small businesses to cover up to 24 weeks of payroll costs and assistance with mortgage interest, rent and utilities.
+Added: Paycheck Protection Program Loans – The Company originated loans pursuant to multiple PPP appropriations of the Coronavirus Aid, Relief and Economic Security Act which provided 100% federally guaranteed loans for small businesses to cover up to 24 weeks of payroll costs and assistance with mortgage interest, rent and utilities.
Notably, these small business loans may be forgiven by the SBA if borrowers maintain their payrolls and satisfy certain other conditions.
PPP loans have a zero percent risk-weight for regulatory capital ratios.
−Removed: As of June 30, 2022 and December 31, 2021, the total outstanding balance of PPP loans was $ 19.5 million and $ 116.7 million, respectively.
+Added: As of September 30, 2022 and December 31, 2021, the total outstanding balance of PPP loans was $ 12.1 million and $ 116.7 million, respectively.
+Added: Other – The other loan portfolio includes mortgage warehouse loans, representing warehouse lines of credit to mortgage originators for the disbursement of newly originated 1-4 family residential loans.
+Added: Also included in the other loan portfolio are loans to public sector customers, including state and local governments.
Nonaccrual and Past Due Loans – Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due.
5 unchanged sentences
The amortized cost basis of nonaccrual loans segregated by category of loans are as follows:
−Removed: June 30, December 31,
+Added: September 30, December 31,
(In thousands) 2022 2021
10 unchanged sentences
Total $ 57,534 $ 68,204
−Removed: As of June 30, 2022 and December 31, 2021, nonaccrual loans for which there was no related allowance for credit losses had an amortized cost of $ 11.8 million and $ 14.5 million, respectively.
+Added: As of September 30, 2022 and December 31, 2021, nonaccrual loans for which there was no related allowance for credit losses had an amortized cost of $ 13.7 million and $ 14.5 million, respectively.
These loans are individually assessed and do not hold an allowance due to being adequately collateralized under the collateral-dependent valuation method.
5 unchanged sentences
Loans 90 Days
−Removed: June 30, 2022
+Added: September 30, 2022
Credit cards $ 1,348 $ 267 $ 1,615 $ 190,944 $ 192,559 $ 201
38 unchanged sentences
(Dollars in thousands) Number Balance Number Balance Number Balance
−Removed: June 30, 2022
+Added: September 30, 2022
Single-family residential 24 $ 1,868 12 $ 1,676 36 $ 3,544
13 unchanged sentences
Total 31 $ 4,289 18 $ 2,650 49 $ 6,939
−Removed: The following table presents loans that were restructured as TDRs during the three and six month periods ended June 30, 2022 and 2021.
−Removed: (Dollars in thousands) Number of loans Balance Prior to TDR Balance at June 30, Change in Maturity Date Change in Rate Financial Impact on Date of Restructure
−Removed: Three and Six Months Ended June 30, 2022
+Added: The following table presents loans that were restructured as TDRs during the three and nine month periods ended September 30, 2022 and nine months ended September 30, 2021.
+Added: There were no loans restructured as TDRs during the three months ended September 30, 2021.
+Added: (Dollars in thousands) Number of loans Balance Prior to TDR Balance at September 30, Change in Maturity Date Change in Rate Financial Impact on Date of Restructure
+Added: Three Months Ended September 30, 2022
Other commercial 3 $ 747 $ 727 $ — $ 727 $ —
Total real estate 3 $ 747 $ 727 $ — $ 727 $ —
−Removed: Three and Six Months Ended June 30, 2021
+Added: Nine Months Ended September 30, 2022
Other commercial 4 $ 760 $ 740 $ — $ 740 $ —
Total real estate 4 $ 760 $ 740 $ — $ 740 $ —
−Removed: During the three and six months ended June 30, 2022, the Company modified one loan with a recorded investment of $ 13,000 prior to modification, which was deemed a TDR.
−Removed: The restructured loan was modified by reducing the interest rate on the loan.
−Removed: No specific reserve was recorded with respect to this TDR.
−Removed: Also, there was no immediate financial impact from the restructuring of this loan, as it was not considered necessary to charge-off interest or principal on the date of restructure.
−Removed: During the three and six months ended June 30, 2021, the Company modified one loan with a recorded investment of $ 784,000 prior to modification, which was deemed a TDR.
+Added: Nine Months Ended September 30, 2021
+Added: Other commercial 1 $ 784 $ 778 $ — $ 778 $ —
+Added: Total real estate 1 $ 784 $ 778 $ — $ 778 $ —
+Added: During the three months ended September 30, 2022, the Company modified three loans with a recorded investment of $ 747,000 prior to modification, which were deemed TDRs.
+Added: The restructured loans were modified by reducing the interest rate on the loan.
+Added: No specific reserve was recorded with respect to these TDRs.
+Added: Also, there was no immediate financial impact from the restructuring of these loans, as it was not considered necessary to charge-off interest or principal on the date of restructure.
+Added: During the nine months ended September 30, 2022, the Company modified four loans with a recorded investment of $ 760,000 prior to modification, which were deemed TDRs.
+Added: The restructured loans were modified by reducing the interest rate on the loan.
+Added: No specific reserve was recorded with respect to these TDRs.
+Added: Also, there was no immediate financial impact from the restructuring of these loans, as it was not considered necessary to charge-off interest or principal on the date of restructure.
+Added: During the nine months ended September 30, 2021, the Company modified one loan with a recorded investment of $ 784,000 prior to modification, which was deemed a TDR.
The restructured loan was modified by deferring amortized principal payments and requiring interest only payments for a period of up to 12 months.
1 unchanged sentence
Also, there was no immediate financial impact from the restructuring of this loan, as it was not considered necessary to charge-off interest or principal on the date of restructure.
−Removed: Additionally, there were no loans considered TDRs for which a payment default occurred during the six months ended June 30, 2022 or 2021.
+Added: Additionally, there were no loans considered TDRs for which a payment default occurred during the nine months ended September 30, 2022 or 2021.
The Company defines a payment default as a payment received more than 90 days after its due date.
−Removed: There were no TDRs with pre-modification loan balances for which Other Real Estate Owned (“OREO”) was received in full or partial satisfaction of the loans during the three and six month periods ended June 30, 2022 or 2021.
−Removed: At June 30, 2022 and December 31, 2021, the Company had $ 2,420,000 and $ 1,806,000 , respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process.
−Removed: At June 30, 2022 and December 31, 2021, the Company had $ 524,000 and $ 831,000 , respectively, of OREO secured by residential real estate properties.
+Added: There were no TDRs with pre-modification loan balances for which Other Real Estate Owned (“OREO”) was received in full or partial satisfaction of the loans during the three and nine month periods ended September 30, 2022 or 2021.
+Added: At September 30, 2022 and December 31, 2021, the Company had $ 3,389,000 and $ 1,806,000 , respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process.
+Added: At September 30, 2022 and December 31, 2021, the Company had $ 524,000 and $ 831,000 , respectively, of OREO secured by residential real estate properties.
Credit Quality Indicators – As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the weighted-average risk rating of commercial and real estate loans, (ii) the level of classified commercial and real estate loans, (iii) net charge-offs, (iv) non-performing loans (see details above) and (v) the general economic conditions of the Company’s local markets.
64 unchanged sentences
• Doubtful and loss - Includes loans with an expanded risk rating of 15 and 16.
−Removed: The following table presents a summary of loans by credit quality indicator, as of June 30, 2022, segregated by class of loans.
+Added: The following table presents a summary of loans by credit quality indicator, as of September 30, 2022, segregated by class of loans.
Term Loans Amortized Cost Basis by Origination Year
115 unchanged sentences
If the loan is not collateral dependent, the measurement of loss is based on the difference between the expected and contractual future cash flows of the loan.
−Removed: Loans for which the repayment is expected to be provided substantially through the operation or sale of collateral and where the borrower is experiencing financial difficulty had an amortized cost of $ 97.5 million and $ 47.1 million as of June 30, 2022 and December 31, 2021, respectively, as further detailed in the table below.
+Added: Loans for which the repayment is expected to be provided substantially through the operation or sale of collateral and where the borrower is experiencing financial difficulty had an amortized cost of $ 77.1 million and $ 47.1 million as of September 30, 2022 and December 31, 2021, respectively, as further detailed in the table below.
The collateral securing these loans consist of commercial real estate properties, residential properties, and other business assets.
(In thousands) Real Estate Collateral Other Collateral Total
−Removed: June 30, 2022
+Added: September 30, 2022
Construction and development $ 2,683 $ — $ 2,683
9 unchanged sentences
Total $ 37,176 $ 9,913 $ 47,089
−Removed: The following table details activity in the allowance for credit losses by portfolio segment for the three and six months ended June 30, 2022.
+Added: The following table details activity in the allowance for credit losses by portfolio segment for the three and nine months ended September 30, 2022.
Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
3 unchanged sentences
Allowance for credit losses:
−Removed: Three Months Ended June 30, 2022
−Removed: Beginning balance, April 1, 2022 $ 9,177 $ 161,389 $ 2,894 $ 5,464 $ 178,924
+Added: Three Months Ended September 30, 2022
+Added: Beginning balance, July 1, 2022 $ 32,817 $ 166,481 $ 6,609 $ 6,704 $ 212,611
Acquisition adjustment for PCD loans 1,057 — — — 1,057
2 unchanged sentences
Recoveries 720 1,982 250 278 3,230
−Removed: Net charge-offs ( 67 ) 276 ( 755 ) ( 216 ) ( 762 )
−Removed: Ending balance, June 30, 2022 $ 32,817 $ 166,481 $ 6,609 $ 6,704 $ 212,611
−Removed: Six Months Ended June 30, 2022
+Added: Net (charge-offs) recoveries ( 1,153 ) 1,852 ( 653 ) ( 228 ) ( 182 )
+Added: Ending balance, September 30, 2022 $ 32,108 $ 151,090 $ 7,075 $ 7,316 $ 197,589
+Added: Nine Months Ended September 30, 2022
Beginning balance, January 1, 2022 $ 17,458 $ 179,270 $ 3,987 $ 4,617 $ 205,332
3 unchanged sentences
Recoveries 1,898 2,799 773 967 6,437
−Removed: Net charge-offs ( 5,829 ) 217 ( 1,401 ) ( 243 ) ( 7,256 )
−Removed: Ending balance, June 30, 2022 $ 32,817 $ 166,481 $ 6,609 $ 6,704 $ 212,611
−Removed: Activity in the allowance for credit losses for the three and six months ended June 30, 2021 was as follows:
+Added: Net (charge-offs) recoveries ( 6,982 ) 2,069 ( 2,054 ) ( 471 ) ( 7,438 )
+Added: Ending balance, September 30, 2022 $ 32,108 $ 151,090 $ 7,075 $ 7,316 $ 197,589
+Added: Activity in the allowance for credit losses for the three and nine months ended September 30, 2021 was as follows:
(In thousands) Commercial Real
2 unchanged sentences
Allowance for credit losses:
−Removed: Three Months Ended June 30, 2021
−Removed: Beginning balance, April 1, 2021 $ 34,633 $ 195,826 $ 2,172 $ 2,485 $ 235,116
−Removed: Provision for credit losses ( 6,678 ) ( 8,522 ) 4,072 1,117 ( 10,011 )
+Added: Three Months Ended September 30, 2021
+Added: Beginning balance, July 1, 2021 $ 29,793 $ 188,388 $ 5,442 $ 3,616 $ 227,239
+Added: Provision for credit loss expense ( 11,853 ) ( 7,668 ) ( 247 ) ( 122 ) ( 19,890 )
Charge-offs ( 932 ) ( 5,941 ) ( 711 ) ( 463 ) ( 8,047 )
Recoveries 463 2,068 267 408 3,206
−Removed: Net (charge-offs) recoveries 1,838 1,084 ( 802 ) 14 2,134
−Removed: Ending balance, June 30, 2021 $ 29,793 $ 188,388 $ 5,442 $ 3,616 $ 227,239
−Removed: Six Months Ended June 30, 2021
+Added: Net charge-offs ( 469 ) ( 3,873 ) ( 444 ) ( 55 ) ( 4,841 )
+Added: Ending balance, September 30, 2021 $ 17,471 $ 176,847 $ 4,751 $ 3,439 $ 202,508
+Added: Nine Months Ended September 30, 2021
Beginning balance, January 1, 2021 $ 42,093 $ 182,868 $ 7,472 $ 5,617 $ 238,050
3 unchanged sentences
Net (charge-offs) recoveries 831 ( 4,073 ) ( 1,958 ) ( 441 ) ( 5,641 )
−Removed: Ending balance, June 30, 2021 $ 29,793 $ 188,388 $ 5,442 $ 3,616 $ 227,239
−Removed: As of June 30, 2022, the Company’s allowance for credit losses was considered sufficient based upon expected loan level cash flows that were supported by economic forecasts.
−Removed: The provision for credit losses for the three and six months ended June 30, 2022 was primarily due to the Day 2 provision expense related to the Spirit acquisition, partially offset by the provision recapture based upon improved asset credit quality metrics combined with improved Moody’s economic modeling scenarios.
+Added: Ending balance, September 30, 2021 $ 17,471 $ 176,847 $ 4,751 $ 3,439 $ 202,508
+Added: As of September 30, 2022, the Company’s allowance for credit losses was considered sufficient based upon expected loan level cash flows that were supported by economic forecasts.
+Added: The provision recapture for the three months ended September 30, 2022 was primarily due to a release of $ 16.0 million driven by a reduction to certain industry specific qualitative factors related to overall improvement from pandemic related stresses to these industries.
+Added: The provision recapture for the nine months ended September 30, 2022 was primarily due to the qualitative factor reduction previously noted coupled with the improved asset credit quality metrics combined with improved Moody’s economic modeling scenarios, which more than offset the Day 2 provision expense related to the Spirit acquisition.
Reserve for Unfunded Commitments
1 unchanged sentence
This reserve is maintained at a level management believes to be sufficient to absorb losses arising from unfunded loan commitments.
−Removed: The reserve for unfunded commitments was $ 25.9 million and $ 22.4 million as of June 30, 2022 and December 31, 2021, respectively.
+Added: The reserve for unfunded commitments was $ 41.9 million and $ 22.4 million as of September 30, 2022 and December 31, 2021, respectively.
The adequacy of the reserve for unfunded commitments is determined quarterly based on methodology similar to the methodology for determining the allowance for credit losses.
−Removed: For the three and six month periods ended June 30, 2022, an adjustment to the reserve for unfunded commitments resulted in an expense of $ 3.5 million associated with the Day 2 provision related to the Spirit acquisition and was included in the provision for credit losses in the statement of income.
−Removed: No adjustment was made to the reserve for unfunded commitments during the three and six months ended June 30, 2021 as it was considered sufficient to cover any loss expectations.
+Added: For the three month period ended September 30, 2022, an adjustment to the reserve for unfunded commitments resulted in an expense of $ 16.0 million due to the overall increase in unfunded commitments, primarily made up of commercial construction loans, which receive a higher reserve allocation than other loans.
+Added: For the nine month period ended September 30, 2022, an adjustment to the reserve for unfunded commitments resulted in an expense of $ 19.5 million, made up of the increase previously discussed combined with the Day 2 provision related to the Spirit acquisition.
+Added: These adjustments were included in the provision for credit losses in the statement of income.
+Added: No adjustment was made to the reserve for unfunded commitments during the three and nine months ended September 30, 2021, as it was considered sufficient to cover any loss expectations.
Provision for Credit Losses
Provision for credit losses is determined by the Company as the amount to be added to the allowance for credit loss accounts for various types of financial instruments including loans, securities and off-balance-sheet credit exposure after net charge-offs have been deducted to bring the allowance to a level which, in management’s best estimate, is necessary to absorb expected credit losses over the lives of the respective financial instruments.
−Removed: The components of the provision for credit losses for the three and six month periods ended June 30, 2022 and 2021 were as follows:
+Added: The components of the provision for credit losses for the three and nine month periods ended September 30, 2022 and 2021 were as follows:
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
(In thousands) 2022 2021 2022 2021
43 unchanged sentences
The Company’s leases are classified as operating leases with a term, including expected renewal or termination options, greater than one year, and are related to certain office facilities and office equipment.
−Removed: The following table presents information as of June 30, 2022 and December 31, 2021 related to the Company’s right-of-use lease assets, included in premises and equipment, and lease liabilities, included in accrued interest and other liabilities.
−Removed: June 30, December 31,
+Added: The following table presents information as of September 30, 2022 and December 31, 2021 related to the Company’s right-of-use lease assets, included in premises and equipment, and lease liabilities, included in accrued interest and other liabilities.
+Added: September 30, December 31,
(Dollars in thousands) 2022 2021
3 unchanged sentences
Weighted average discount rate 2.05 % 2.00 %
−Removed: Operating lease cost for the three and six month periods ended June 30, 2022 was $ 3.7 million and $ 6.9 million, respectively, as compared to $ 2.9 million and $ 5.7 million for the same periods in 2021.
+Added: Operating lease cost for the three and nine month periods ended September 30, 2022 was $ 3.6 million and $ 10.5 million, respectively, as compared to $ 2.8 million and $ 8.5 million for the same periods in 2021.
PREMISES AND EQUIPMENT
Premises and equipment are stated at cost less accumulated depreciation and amortization.
−Removed: Total premises and equipment, net at June 30, 2022 and December 31, 2021 were as follows:
−Removed: June 30, December 31,
+Added: Total premises and equipment, net at September 30, 2022 and December 31, 2021 were as follows:
+Added: September 30, December 31,
(In thousands) 2022 2021
12 unchanged sentences
Subsequent increases in goodwill value are not recognized in the financial statements.
−Removed: Goodwill totaled $ 1.31 billion and $ 1.15 billion at June 30, 2022 and December 31, 2021, respectively.
−Removed: Goodwill increased $ 164.5 million during the six months ended June 30, 2022 primarily due to the Spirit acquisition, along with adjustments related to the continued assessment of the fair value and assumed tax position of the Landmark and Triumph acquisitions.
−Removed: Goodwill impairment was neither indicated nor recorded during the six months ended June 30, 2022 or the year ended December 31, 2021.
+Added: Goodwill totaled $ 1.31 billion and $ 1.15 billion at September 30, 2022 and December 31, 2021, respectively.
+Added: Goodwill increased $ 163.0 million during the nine months ended September 30, 2022 primarily due to the Spirit acquisition, along with adjustments related to the continued assessment of the fair value and assumed tax position of the Landmark and Triumph acquisitions.
+Added: Goodwill impairment was neither indicated nor recorded during the nine months ended September 30, 2022 or the year ended December 31, 2021.
During the second quarter of 2022, the Company performed an annual goodwill impairment analysis and concluded no impairment existed.
−Removed: Also during the second quarter of 2022, the Company’s share price began to decline as markets in the United States responded to record inflation and other economic pressures.
−Removed: As a result of the effect on share price, the Company performed an interim goodwill impairment assessment and concluded no impairment existed during the period.
+Added: Also during 2022, the Company’s share price began to decline as markets in the United States responded to record inflation and other economic pressures.
+Added: As a result of the effect on share price, the Company performed interim goodwill impairment assessments during the second and third quarters and concluded no impairment existed during the periods.
Core deposit premiums represent the value of the relationships that acquired banks had with their deposit customers and are amortized over periods ranging from 10 years to 15 years and are periodically evaluated, at least annually, as to the recoverability of their carrying value.
−Removed: Other intangible assets represent the value of other acquired relationships, including relationships with trust and wealth management customers, and are being amortized over various periods ranging from 10 years to 15 years.
−Removed: Changes in the carrying amount and accumulated amortization of the Company’s core deposit premiums and other intangible assets at June 30, 2022 and December 31, 2021 were as follows:
−Removed: June 30, December 31,
+Added: Other intangible assets represent the value of other acquired relationships, including relationships with trust and wealth management customers, and are being amortized over various periods ranging from 8 to 15 years.
+Added: Changes in the carrying amount and accumulated amortization of the Company’s core deposit premiums and other intangible assets at September 30, 2022 and December 31, 2021 were as follows:
+Added: September 30, December 31,
(In thousands) 2022 2021
18 unchanged sentences
See Note 2, Acquisitions, for additional information on acquisitions.
−Removed: The carrying basis and accumulated amortization of the Company’s other intangible assets at June 30, 2022 and December 31, 2021 were as follows:
−Removed: June 30, December 31,
+Added: The carrying basis and accumulated amortization of the Company’s other intangible assets at September 30, 2022 and December 31, 2021 were as follows:
+Added: September 30, December 31,
(In thousands) 2022 2021
8 unchanged sentences
Total other intangible assets, net $ 133,059 $ 106,235
−Removed: The Company’s estimated remaining amortization expense on other intangible assets as of June 30, 2022 is as follows:
+Added: The Company’s estimated remaining amortization expense on other intangible assets as of September 30, 2022 is as follows:
(In thousands) Year Amortization
3 unchanged sentences
TIME DEPOSITS
−Removed: Time deposits included approximately $ 1.01 billion and $ 784.9 million of certificates of deposit over $250,000 at June 30, 2022 and December 31, 2021, respectively.
−Removed: Brokered time deposits were $ 1.35 billion and $ 466.0 million at June 30, 2022 and December 31, 2021, respectively.
+Added: Time deposits included approximately $ 1.25 billion and $ 784.9 million of certificates of deposit over $250,000 at September 30, 2022 and December 31, 2021, respectively.
+Added: Brokered time deposits were $ 1.82 billion and $ 466.0 million at September 30, 2022 and December 31, 2021, respectively.
The provision for income taxes is comprised of the following components for the periods indicated below:
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
(In thousands) 2022 2021 2022 2021
3 unchanged sentences
The tax effects of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts that give rise to deferred income tax assets and liabilities, and their approximate tax effects, are as follows:
−Removed: June 30, December 31,
+Added: September 30, December 31,
(In thousands) 2022 2021
22 unchanged sentences
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
(In thousands) 2022 2021 2022 2021
33 unchanged sentences
Securities pledged as collateral under repurchase agreements are maintained with the Company’s safekeeping agents.
−Removed: The gross amount of recognized liabilities for repurchase agreements was $ 146.1 million and $ 170.4 million at June 30, 2022 and December 31, 2021, respectively.
−Removed: The remaining contractual maturity of the securities sold under agreements to repurchase in the consolidated balance sheets as of June 30, 2022 and December 31, 2021 is presented in the following tables.
+Added: The gross amount of recognized liabilities for repurchase agreements was $ 159.5 million and $ 170.4 million at September 30, 2022 and December 31, 2021, respectively.
+Added: The remaining contractual maturity of the securities sold under agreements to repurchase in the consolidated balance sheets as of September 30, 2022 and December 31, 2021 is presented in the following tables.
Remaining Contractual Maturity of the Agreements
2 unchanged sentences
90 Days Total
−Removed: June 30, 2022
+Added: September 30, 2022
Repurchase agreements:
4 unchanged sentences
OTHER BORROWINGS AND SUBORDINATED NOTES AND DEBENTURES
−Removed: Debt at June 30, 2022 and December 31, 2021 consisted of the following components:
−Removed: June 30, December 31,
+Added: Debt at September 30, 2022 and December 31, 2021 consisted of the following components:
+Added: September 30, December 31,
(In thousands) 2022 2021
10 unchanged sentences
Trust preferred securities, due 9/15/2037, floating rate of 1.37 % above the three month LIBOR rate, reset quarterly
−Removed: 10,310 10,310
Trust preferred securities, due 6/6/2037, floating rate of 1.57 % above the three month LIBOR rate, reset quarterly, callable without penalty
−Removed: 10,310 10,310
Trust preferred securities, due 12/15/2035, floating rate of 1.45 % above the three month LIBOR rate, reset quarterly, callable without penalty
Trust preferred securities, net of discount, due 6/15/2037, floating rate of 1.85 % above the three month LIBOR rate, reset quarterly, callable without penalty
−Removed: 25,408 25,329
Trust preferred securities, net of discount, due 12/15/2036, floating rate of 1.85 % above the three month LIBOR rate, reset quarterly, callable without penalty
10 unchanged sentences
The Notes qualify for Tier 2 capital treatment.
−Removed: The terms of the Company’s Notes and trust preferred securities utilize the three month LIBOR rate to determine the interest rate and expense due each quarter.
+Added: The terms of the Company’s Notes utilize the three month LIBOR rate to determine the interest rate and expense due each quarter.
The Company is currently reviewing all applicable documents and working with the debt holders and all relevant parties to determine the alternate interest rate index to be utilized, or other impacts, when LIBOR is discontinued.
2 unchanged sentences
From and including July 31, 2025, to, but excluding, the maturity date or earlier redemption date, the interest rate will reset quarterly to an interest rate per annum equal to a benchmark rate, which is expected to be the then-current three-month Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York (provided, that in the event the benchmark rate is less than zero, the benchmark rate will be deemed to be zero) plus 592 basis points, payable quarterly, in arrears.
−Removed: The Company had total FHLB advances of $ 1.03 billion and $ 1.31 billion at June 30, 2022 and December 31, 2021, respectively, which are primarily FHLB Owns the Option (“FOTO”) advances.
−Removed: FOTO advances are a low cost, fixed-rate source of funding in return for granting to FHLB the flexibility to choose a termination date earlier than the maturity date.
−Removed: Typically, FOTO exercise dates follow a specified lockout period at the beginning of the term when FHLB cannot terminate the FOTO advance.
−Removed: If FHLB exercises its option to terminate the FOTO advance at one of the specified option exercise dates, there is no termination or prepayment fee, and replacement funding will be available at then-prevailing market rates, subject to FHLB’s credit and collateral requirements.
−Removed: The Company’s FOTO advances outstanding at June 30, 2022 have original maturity dates of ten years to fifteen years with lockout periods that have expired and, as a result, are considered and monitored by the Company as short-term advances.
−Removed: The possibility of the FHLB exercising the options is continually analyzed by the Company along with the market expected rate outcome.
−Removed: At June 30, 2022, the FHLB advances outstanding were secured by mortgage loans and investment securities totaling approximately $ 4.9 billion and the Company had approximately $ 3.7 billion of additional advances available from the FHLB.
−Removed: The trust preferred securities are tax-advantaged issues that qualify for inclusion as Tier 2 capital at June 30, 2022.
−Removed: Distributions on these securities are included in interest expense on long-term debt.
−Removed: Each of the trusts is a statutory business trust organized for the sole purpose of issuing trust securities and investing the proceeds thereof in junior subordinated debentures of the Company, the sole asset of each trust.
−Removed: The preferred securities of each trust represent preferred beneficial interests in the assets of the respective trusts and are subject to mandatory redemption upon payment of the junior subordinated debentures held by the trust.
−Removed: The common securities of each trust are wholly-owned by the Company.
−Removed: Each trust’s ability to pay amounts due on the trust preferred securities is solely dependent upon the Company making payments on the related junior subordinated debentures.
−Removed: The Company’s obligations under the junior subordinated securities and other relevant trust agreements, in the aggregate, constitute a full and unconditional guarantee by the Company of each respective trust’s obligations under the trust securities issued by each respective trust.
−Removed: The Company has received approval from the Federal Reserve to redeem the five issuances of trust preferred securities and expects to complete the redemptions during the third quarter of 2022.
−Removed: The Company’s long-term debt primarily includes subordinated debt and long-term FHLB advances with an original maturity of greater than one year.
−Removed: Aggregate annual maturities of long-term debt at June 30, 2022, are as follows:
+Added: The Company had total FHLB advances of $ 934.1 million and $ 1.31 billion at September 30, 2022 and December 31, 2021, respectively, which are primarily FHLB Owns the Option (“FOTO”) advances.
+Added: FOTO advances are a low cost, fixed-rate source of funding in return for granting to FHLB the flexibility to choose a termination date earlier than the maturity date and therefore are classified as short-term advances by the Company.
+Added: At September 30, 2022, the FHLB advances outstanding were secured by mortgage loans and investment securities totaling approximately $ 6.0 billion and the Company had approximately $ 5.0 billion of additional advances available from the FHLB.
+Added: During the third quarter of 2022, the Company redeemed the five issuances of trust preferred securities which had an outstanding aggregate principal amount of $ 56.2 million.
+Added: The Company recorded a loss of $ 365,000 related to the early retirement of debt, which represented the unamortized purchase discounts associated with the previously acquired trust preferred securities.
+Added: Each of the trusts was a statutory business trust organized for the sole purpose of issuing trust securities and investing the proceeds thereof in junior subordinated debentures of the Company, the sole asset of each trust.
+Added: The preferred securities of each trust represented preferred beneficial interests in the assets of the respective trusts and were subject to mandatory redemption upon payment of the junior subordinated debentures held by the trust.
+Added: The common securities of each trust were wholly-owned by the Company.
+Added: The trust preferred securities were tax-advantaged issues that qualified for inclusion as Tier 2 capital.
+Added: The Company’s long-term debt primarily includes subordinated debt and other notes payable.
+Added: Aggregate annual maturities of long-term debt at September 30, 2022, are as follows:
Year (In thousands)
14 unchanged sentences
Plaintiff seeks unspecified actual, statutory, and punitive damages as well as costs, attorneys’ fees, prejudgment interest, an injunction, and other relief as the Court deems proper for herself and the putative class.
−Removed: Simmons Bank denies the allegations but has reached a settlement in principle with the plaintiff to resolve this matter, subject to the preparation and execution of a mutually acceptable settlement agreement and release, as well as the court’s approval.
+Added: Simmons Bank denies the allegations but has entered into a settlement agreement and release with the plaintiffs on behalf of themselves and the proposed class to resolve
+Added: this matter, subject to the court’s final approval.
The settlement is not expected to have a material adverse effect on the Company’s business, consolidated results of operations, financial condition, or cash flows.
5 unchanged sentences
Simmons Bank denies the allegations and is vigorously defending the matter.
−Removed: On May 13, 2021, Susanne Pace filed a second putative class action complaint in the circuit court of Boone County, Missouri against Landmark Bank, to which Simmons Bank is a successor by merger, which was removed to the United States District Court for the Western District of Missouri, Central Division.
−Removed: The complaint alleged that Landmark Bank improperly charged multiple insufficient funds or overdraft fees when a merchant or other originator resubmits a rejected payment request.
−Removed: The complaint asserted claims for breach of contract, including breach of the covenant of good faith and fair dealing.
−Removed: Plaintiff sought to represent a proposed class of all Landmark Bank checking account customers who were charged multiple insufficient funds or overdraft fees on resubmitted payment requests.
−Removed: Plaintiff sought unspecified damages, costs, attorney’s fees, pre- and post-judgment interest, an injunction, and other relief as the Court deems proper for herself and the purported class.
−Removed: Simmons Bank denies the allegations, and on January 11, 2022, the Court granted Simmons Bank’s motion to compel arbitration.
We establish reserves for legal proceedings when potential losses become probable and can be reasonably estimated.
3 unchanged sentences
On February 27, 2009, at a special meeting, the Company’s shareholders approved an amendment to the Articles of Incorporation to establish 40,040,000 authorized shares of preferred stock, $ 0.01 par value.
−Removed: As of June 30, 2022, the aggregate liquidation preference of all shares of preferred stock cannot exceed $ 80,000,000 .
+Added: As of September 30, 2022, the aggregate liquidation preference of all shares of preferred stock cannot exceed $ 80,000,000 .
On October 29, 2019, the Company filed Amended and Restated Articles of Incorporation (“October Amended Articles”) with the Arkansas Secretary of State.
6 unchanged sentences
The 2022 Program will terminate on January 31, 2024 (unless terminated sooner).
−Removed: During the six month period ended June 30, 2022, the Company repurchased 513,725 shares at an average price of $ 31.25 per share under the 2019 Program and 2,035,324 shares at an average price of $ 24.59 per share under the 2022 Program, respectively.
−Removed: The 2022 Program repurchases were all completed during the three months ended June 30, 2022.
+Added: During the three month period ended September 30, 2022, the Company repurchased 1,883,713 shares at an average price of $ 23.91 per share under the 2022 Program.
+Added: During the nine month period ended September 30, 2022, the Company repurchased 513,725 shares at an average price of $ 31.25 per share under the 2019 Program and 3,919,037 shares at an average price of $ 24.26 per share under the 2022 Program, respectively.
+Added: The 2022 Program repurchases were all completed during the second and third quarters of 2022.
Market conditions and the Company’s capital needs will drive decisions regarding additional, future stock repurchases.
−Removed: The Company repurchased 130,916 shares at an average price of $ 23.53 per share under the 2019 Program during the six months ended June 30, 2021.
−Removed: No shares were repurchased during the three months ended June 30, 2021.
+Added: During the three and nine month periods ended September 30, 2021, the Company repurchased 1,806,205 shares at an average pri ce of $ 28.48 per share and 1,937,121 shares at an average price of $ 28.14 per share, respectively, under the 2019 Program.
Under the 2022 Program, which replaced the 2019 Program, the Company may repurchase shares of its common stock through open market and privately negotiated transactions or otherwise.
The timing, pricing, and amount of any repurchases under the 2022 Program will be determined by the Company’s management at its discretion based on a variety of factors, including, but not limited to, trading volume and market price of the Company’s common stock, corporate considerations, the Company’s working capital and investment requirements, general market and economic conditions, and legal requirements.
−Removed: The 2022 Program does not obligate the Company to repurchase any common stock and may be modified, discontinued, or suspended at any time without prior notice.
+Added: The 2022 Program does not obligate the Company to repurchase any common stock and may be modified, discontinued, or suspended at any time without
+Added: prior notice.
The Company anticipates funding for this 2022 Program to come from available sources of liquidity, including cash on hand and future cash flow.
2 unchanged sentences
The approval of the Commissioner of the Arkansas State Bank Department is required if the total of all dividends declared by an Arkansas state bank in any calendar year exceeds seventy-five percent ( 75 %) of the total of its net profits, as defined, for that year combined with seventy-five percent ( 75 %) of its retained net profits of the preceding year.
−Removed: At June 30, 2022, Simmons Bank had approximately $ 232.5 million available for payment of dividends to the Company, without prior regulatory approval.
+Added: At September 30, 2022, Simmons Bank had approximately $ 175.1 million available for payment of dividends to the Company, without prior regulatory approval.
The risk-based capital guidelines of the Federal Reserve Board and the Arkansas State Bank Department include the definitions for (1) a well-capitalized institution, (2) an adequately-capitalized institution, and (3) an undercapitalized institution.
4 unchanged sentences
Failure to meet this capital conservation buffer would result in additional limits on dividends, other distributions and discretionary bonuses.
−Removed: As of June 30, 2022, the Company and Simmons Bank met all capital adequacy requirements, including the capital conservation buffer, under the Basel III Capital Rules.
−Removed: The Company’s CET1 ratio was 12.10 % at June 30, 2022.
+Added: As of September 30, 2022, the Company and Simmons Bank met all capital adequacy requirements, including the capital conservation buffer, under the Basel III Capital Rules.
+Added: The Company’s CET1 ratio was 11.73 % at September 30, 2022.
STOCK-BASED COMPENSATION
2 unchanged sentences
Pursuant to the plans, shares are reserved for future issuance by the Company upon exercise of stock options or awards of restricted stock, restricted stock units, or performance stock units granted to directors, officers and other key employees.
−Removed: The table below summarizes the transactions under the Company’s active stock-based compensation plans for the six months ended June 30, 2022:
+Added: The table below summarizes the transactions under the Company’s active stock-based compensation plans for the nine months ended September 30, 2022:
Stock Options
10 unchanged sentences
Forfeited/expired — — — — ( 80 ) 25.69
−Removed: Balance, June 30, 2022 471 $ 22.54 — $ — 1,358 $ 26.67
−Removed: Exercisable, June 30, 2022 471 $ 22.54
−Removed: The following table summarizes information about stock options under the plans outstanding at June 30, 2022:
+Added: Balance, September 30, 2022 471 $ 22.54 — $ — 1,305 $ 26.66
+Added: Exercisable, September 30, 2022 471 $ 22.54
+Added: The following table summarizes information about stock options under the plans outstanding at September 30, 2022:
Options Outstanding Options Exercisable
10 unchanged sentences
$ 10.65 — $ 24.07 471 2.82 $ 22.54 471 $ 22.54
−Removed: The table below summarizes the Company’s performance stock unit activity for the six months ended June 30, 2022:
+Added: The table below summarizes the Company’s performance stock unit activity for the nine months ended September 30, 2022:
(In thousands) Performance Stock Units
2 unchanged sentences
Forfeited ( 12 )
−Removed: Non-vested, June 30, 2022 353
−Removed: Stock-based compensation expense was $ 8.2 million and $ 7.6 million during the six month periods ended June 30, 2022 and 2021, respectively.
+Added: Non-vested,September 30, 2022 355
+Added: Stock-based compensation expense was $ 11.5 million and $ 12.6 million during the nine month periods ended September 30, 2022 and 2021, respectively.
Stock-based compensation expense is recognized ratably over the requisite service period for all stock-based awards.
−Removed: There was no unrecognized stock-based compensation expense related to stock options at June 30, 2022.
−Removed: Unrecognized stock-based compensation expense related to non-vested stock awards and stock units was $ 24.1 million at June 30, 2022.
+Added: There was no unrecognized stock-based compensation expense related to stock options at September 30, 2022.
+Added: Unrecognized stock-based compensation expense related to non-vested stock awards and stock units was $ 20.5 million at September 30, 2022.
At such date, the weighted-average period over which this unrecognized expense is expected to be recognized was 1.6 years.
−Removed: The intrinsic value of stock options outstanding and stock options exercisable at June 30, 2022 was $ 61,000 .
−Removed: Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the period, which was $ 21.26 as of June 30, 2022, and the exercise price multiplied by the number of options outstanding.
−Removed: There was no intrinsic value of stock options exercised during the six months ended June 30, 2022, while the total intrinsic value of stock options exercised during the six months ended June 30, 2021 was $ 1.3 million.
+Added: The intrinsic value of stock options outstanding and stock options exercisable at September 30, 2022 was $ 86,000 .
+Added: Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the period, which was $ 21.79 as of September 30, 2022, and the exercise price multiplied by the number of options outstanding.
+Added: intrinsic value of stock options exercised during the nine months ended September 30, 2022, while the total intrinsic value of stock options exercised during the nine months ended September 30, 2021 was $ 1.3 million.
The fair value of the Company’s employee stock options granted is estimated on the date of grant using the Black-Scholes option-pricing model.
This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate.
−Removed: There were no stock options granted during the six months ended June 30, 2022 and 2021.
+Added: There were no stock options granted during the nine months ended September 30, 2022 and 2021.
EARNINGS PER SHARE (“EPS”)
3 unchanged sentences
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
(In thousands, except per share data) 2022 2021 2022 2021
5 unchanged sentences
Diluted earnings per share $ 0.63 $ 0.74 $ 1.40 $ 2.05
−Removed: There were 6,610 stock options excluded from the three months ended June 30, 2022 earnings per share calculation due to the related stock option exercise price exceeding the average market price of the Company’s stock during the period.
−Removed: There were no stock options excluded from the earnings per share calculation for the six months ended June 30, 2022 due to the related exercise price exceeding the average market price.
−Removed: There were no stock options excluded from the earnings per share calculation for the three and six months ended June 30, 2021 due to the related stock option exercise price exceeding the average market price.
+Added: There were 99,837 stock options excluded from the three months ended September 30, 2022 earnings per share calculation due to the related stock option exercise price exceeding the average market price of the Company’s stock during the period.
+Added: There were no stock options excluded from the earnings per share calculation for the nine months ended September 30, 2022 due to the related exercise price exceeding the average market price.
+Added: There were no stock options excluded from the earnings per share calculation for the three and nine months ended September 30, 2021 due to the related stock option exercise price exceeding the average market price.
ADDITIONAL CASH FLOW INFORMATION
The following is a summary of the Company’s additional cash flow information:
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
(In thousands) 2022 2021
4 unchanged sentences
Transfers of assets held for sale to other assets 100 —
+Added: Transfers of premises held for sale to premises — 5,610
+Added: Transfers of available-for-sale to held-to-maturity securities 1,992,542 500,809
OTHER INCOME AND OTHER OPERATING EXPENSES
−Removed: Other income for the three and six months ended June 30, 2022 was $ 6.8 million and $ 14.1 million, respectively.
+Added: Other income for the three and nine months ended September 30, 2022 was $ 6.7 million and $ 20.8 million, respectively.
Other income for the same periods in 2021 was $ 6.4 million and $ 25.3 million, respectively.
−Removed: During the six month period ended June 30, 2021, the Company recognized a gain on sale of $ 5.9 million related to the sale of banking operations and bank branches.
+Added: During the nine month period ended September 30, 2021, the Company recognized a gain on sale of $ 5.3 million related to the sale of banking operations and bank branches.
Other operating expenses consisted of the following:
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
(In thousands) 2022 2021 2022 2021
3 unchanged sentences
Credit card expense 3,149 2,727 8,892 7,588
−Removed: 3,037 2,530 5,743 4,861
Marketing 6,662 5,019 21,556 12,912
5 unchanged sentences
Total other operating expenses $ 45,084 $ 34,565 $ 131,213 $ 107,826
−Removed: _________________________
−Removed: (1) During the second and third quarters of 2021, certain debit and credit card transaction fees were reclassified from non-interest expense to non-interest income.
−Removed: Prior periods have been adjusted to reflect this reclassification.
CERTAIN TRANSACTIONS
11 unchanged sentences
Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.
−Removed: At June 30, 2022, the Company had outstanding commitments to extend credit aggregating approximately $ 691.6 million and $ 4.94 billion for credit card commitments and other loan commitments, respectively.
+Added: At September 30, 2022, the Company had outstanding commitments to extend credit aggregating approximately $ 696.7 million and $ 5.62 billion for credit card commitments and other loan commitments, respectively.
At December 31, 2021, the Company had outstanding commitments to extend credit aggregating approximately $ 685.3 million and $ 3.41 billion for credit card commitments and other loan commitments, respectively.
−Removed: As of June 30, 2022, the Company had outstanding commitments to originate fixed rate-rate mortgage loans of approximately $ 59.1 million.
+Added: As of September 30, 2022, the Company had outstanding commitments to originate fixed rate-rate mortgage loans of approximately $ 37.2 million.
At December 31, 2021, the Company had outstanding commitments to originate fixed-rate mortgage loans of approximately $ 108.5 million.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.
−Removed: Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions.
+Added: Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial
+Added: paper, bond financing, and similar transactions.
The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.
−Removed: The Company had total outstanding letters of credit amounting to $ 41.3 million and $ 37.7 million at June 30, 2022, and December 31, 2021, respectively, with terms ranging from 9 months to 15 years.
−Removed: At June 30, 2022 and December 31, 2021, the Company had no deferred revenue under standby letter of credit agreements.
+Added: The Company had total outstanding letters of credit amounting to $ 50.6 million and $ 37.7 million at September 30, 2022, and December 31, 2021, respectively, with terms ranging from 9 months to 15 years.
+Added: At September 30, 2022 and December 31, 2021, the Company had no deferred revenue under standby letter of credit agreements.
The Company has purchased letters of credit from the FHLB as security for certain public deposits.
−Removed: The amount of the letters of credit was $ 142.8 million and $ 59.1 million at June 30, 2022 and December 31, 2021, respectively, and they expire in less than one year from issuance.
+Added: The amount of the letters of credit was $ 113.8 million and $ 59.1 million at September 30, 2022 and December 31, 2021, respectively, and they expire in less than one year from issuance.
FAIR VALUE MEASUREMENTS
36 unchanged sentences
Where assumptions are made using significant unobservable inputs, such loans held for sale are classified as Level 3.
−Removed: At June 30, 2022 and December 31, 2021, the aggregate fair value of mortgage loans held for sale exceeded their cost.
+Added: At September 30, 2022 and December 31, 2021, the aggregate fair value of mortgage loans held for sale exceeded their cost.
Derivative instruments – The Company’s derivative instruments are reported at fair value utilizing Level 2 inputs.
The Company obtains fair value measurements from dealer quotes.
−Removed: The following table sets forth the Company’s financial assets by level within the fair value hierarchy that were measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021.
+Added: The following table sets forth the Company’s financial assets by level within the fair value hierarchy that were measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021.
Fair Value Measurements Using
6 unchanged sentences
Unobservable Inputs
−Removed: June 30, 2022
+Added: September 30, 2022
Available-for-sale securities
17 unchanged sentences
Derivative liability ( 15,443 ) — ( 15,443 ) —
−Removed: Certain financial assets and liabilities are measured at fair value on a nonrecurring basis;
+Added: Certain assets and liabilities are measured at fair value on a nonrecurring basis;
that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances.
−Removed: Financial assets and liabilities measured at fair value on a nonrecurring basis include the following:
+Added: Assets and liabilities measured at fair value on a nonrecurring basis include the following:
Individually assessed loans (collateral-dependent) – When the Company has a specific expectation to initiate, or has initiated, foreclosure proceedings, and when the repayment of a loan is expected to be substantially dependent on the liquidation of underlying collateral, the relationship is deemed collateral-dependent.
13 unchanged sentences
As the Company’s primary objective in the event of default would be to liquidate the collateral to settle the outstanding balance of the loan, collateral that is less marketable would receive a larger discount.
−Removed: The following table sets forth the Company’s financial assets by level within the fair value hierarchy that were measured at fair value on a nonrecurring basis as of June 30, 2022 and December 31, 2021.
+Added: The following table sets forth the Company’s assets by level within the fair value hierarchy that were measured at fair value on a nonrecurring basis as of September 30, 2022 and December 31, 2021.
Fair Value Measurements Using
6 unchanged sentences
Unobservable Inputs
−Removed: June 30, 2022
+Added: September 30, 2022
Individually assessed loans (1) (2) (collateral-dependent)
1 unchanged sentence
Foreclosed assets and other real estate owned (1)
+Added: 2,897 — — 2,897
December 31, 2021
5 unchanged sentences
(1) These amounts represent the resulting carrying amounts on the consolidated balance sheets for collateral-dependent loans and foreclosed assets and other real estate owned for which fair value re-measurements took place during the period.
−Removed: (2) Identified reserves of $ 10,641,000 and $ 4,214,000 were related to collateral-dependent loans for which fair value re-measurements took place during the periods ended June 30, 2022 and December 31, 2021, respectively.
+Added: (2) Identified reserves of $ 10,783,000 and $ 4,214,000 were related to collateral-dependent loans for which fair value re-measurements took place during the periods ended September 30, 2022 and December 31, 2021, respectively.
ASC Topic 825, Financial Instruments , requires disclosure in annual and interim financial statements of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or nonrecurring basis.
33 unchanged sentences
(In thousands) Amount Level 1 Level 2 Level 3 Total
−Removed: June 30, 2022
+Added: September 30, 2022
Financial assets:
8 unchanged sentences
Financial liabilities:
−Removed: Non-interest bearing transaction accounts
−Removed: 6,057,186 — 6,057,186 — 6,057,186
+Added: Noninterest bearing transaction accounts 6,218,283 — 6,218,283 — 6,218,283
Interest bearing transaction accounts and savings deposits
21 unchanged sentences
Financial liabilities:
−Removed: Non-interest bearing transaction accounts
−Removed: 5,325,318 — 5,325,318 — 5,325,318
+Added: Noninterest bearing transaction accounts 5,325,318 — 5,325,318 — 5,325,318
Interest bearing transaction accounts and savings deposits
33 unchanged sentences
The following table summarizes the fair value hedges recorded in the accompanying consolidated balance sheets.
−Removed: June 30, 2022 December 31, 2021
+Added: September 30, 2022 December 31, 2021
(In thousands) Balance Sheet Location Weighted Average Pay Rate Receive Rate Notional Fair Value Notional Fair Value
2 unchanged sentences
Carrying Amount of Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Assets
−Removed: Line Item on the Balance Sheet (In thousands) June 30, 2022 December 31, 2021 June 30, 2022 December 31, 2021
+Added: Line Item on the Balance Sheet (In thousands) September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021
Investment securities - Available-for-sale $ 716,275 $ 1,063,173 $ 110,469 $ 10,524
7 unchanged sentences
The following table summarizes the fair values of loan derivative contracts recorded in the accompanying consolidated balance sheets.
−Removed: June 30, 2022 December 31, 2021
+Added: September 30, 2022 December 31, 2021
(In thousands) Notional Fair Value Notional Fair Value
4 unchanged sentences
The interest rate swap mark to market only impacts the Company if the swap is in a liability position to the counterparty and the customer defaults on payments to the counterparty.
−Removed: The notional amount of these contingent agreements is $ 31.5 million as of June 30, 2022.
+Added: The notional amount of these contingent agreements is $ 15.6 million as of September 30, 2022.
Energy Hedging
5 unchanged sentences
These risks are mitigated by customer credit underwriting policies and establishing a predetermined hedge line for each borrower and by monitoring the exchange margin.
−Removed: The outstanding notional value as of June 30, 2022 for energy hedging Customer Sell to Company swaps were $ 9.6 million and the corresponding Company Sell to Dealer swaps were $ 9.6 million and the corresponding net fair value of the derivative asset and derivative liability was $ 116,000 .
+Added: The outstanding notional value as of September 30, 2022 for energy hedging Customer Sell to Company swaps were $ 6.4 million and the corresponding Company Sell to Dealer swaps were $ 6.4 million and the corresponding net fair value of the derivative asset and derivative liability was $ 82,400 .
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
3 unchanged sentences
Results of Review of Interim Financial Statements
−Removed: We have reviewed the condensed consolidated balance sheet of Simmons First National Corporation and subsidiaries (“the Company”) as of June 30, 2022, and the related condensed consolidated statements of income, comprehensive income (loss) and stockholders’ equity for the three-month and six-month periods ended June 30, 2022 and 2021, and cash flows for the six-month periods ended June 30, 2022 and 2021, and the related notes (collectively referred to as the “interim financial information or statements”).
+Added: We have reviewed the consolidated balance sheet of Simmons First National Corporation and subsidiaries (“the Company”) as of September 30, 2022, and the related condensed consolidated statements of income, comprehensive income (loss) and stockholders’ equity for the three-month and nine-month periods ended September 30, 2022 and 2021, and cash flows for the nine-month periods ended September 30, 2022 and 2021, and the related notes (collectively referred to as the “interim financial information or statements”).
Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.
5 unchanged sentences
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our reviews in accordance with the standards of the PCAOB.
+Added: We conducted our review in accordance with the standards of the PCAOB.
A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.
4 unchanged sentences
Little Rock, Arkansas
−Removed: August 5, 2022
+Added: November 4, 2022
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.