UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023March 31, 2024
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-39036
ALERUS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 45-0375407 |
(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.) |
organization) | |
| |
401 Demers Avenue | |
Grand Forks, ND | 58201 |
(Address of principal executive offices) | (Zip Code) |
(701) 795-3200
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
| | |||
Title of each class |
| Trading symbol |
| Name of each exchange on which registered |
Common Stock, par value $1.00 per share | | ALRS | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ◻ | Accelerated filer ⌧ | Non-accelerated filer ◻ | Smaller reporting company ☐ Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ⌧
The number of shares of the registrant’s common stock outstanding at July 31, 2023April 30, 2024 was 19,914,884.19,776,786.
Alerus Financial Corporation and Subsidiaries
Table of Contents
PART 1. FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements
Alerus Financial Corporation and Subsidiaries
Consolidated Balance Sheets
| | | | | | |
|
| June 30, |
| December 31, | ||
(dollars in thousands, except share and per share data) |
| 2023 |
| 2022 | ||
Assets |
| (Unaudited) |
| (Audited) | ||
Cash and cash equivalents | | $ | 65,471 | | $ | 58,242 |
Investment securities | |
|
| |
|
|
Available-for-sale, at fair value | |
| 677,454 | |
| 717,324 |
Held-to-maturity, at carrying value (allowance for credit losses on investments of $218 June 30, 2023) | |
| 308,416 | |
| 321,902 |
Loans held for sale | |
| 20,893 | |
| 9,488 |
Loans | |
| 2,533,522 | |
| 2,443,994 |
Allowance for credit losses on loans | |
| (35,696) | |
| (31,146) |
Net loans | |
| 2,497,826 | |
| 2,412,848 |
Land, premises and equipment, net | |
| 17,488 | |
| 17,288 |
Operating lease right-of-use assets | |
| 6,440 | |
| 5,419 |
Accrued interest receivable | |
| 13,587 | |
| 12,869 |
Bank-owned life insurance | |
| 32,793 | |
| 33,991 |
Goodwill | |
| 47,087 | |
| 47,087 |
Other intangible assets | |
| 19,806 | |
| 22,455 |
Servicing rights | |
| 2,351 | |
| 2,643 |
Deferred income taxes, net | |
| 43,709 | |
| 42,369 |
Other assets | |
| 79,657 | |
| 75,712 |
Total assets | | $ | 3,832,978 | | $ | 3,779,637 |
Liabilities and Stockholders’ Equity | |
|
| |
|
|
Deposits | |
|
| |
|
|
Noninterest-bearing | | $ | 715,534 | | $ | 860,987 |
Interest-bearing | |
| 2,137,321 | |
| 2,054,497 |
Total deposits | |
| 2,852,855 | |
| 2,915,484 |
Short-term borrowings | |
| 492,060 | |
| 378,080 |
Long-term debt | |
| 58,900 | |
| 58,843 |
Operating lease liabilities | |
| 6,746 | |
| 5,902 |
Accrued expenses and other liabilities | |
| 64,732 | |
| 64,456 |
Total liabilities | |
| 3,475,293 | |
| 3,422,765 |
Stockholders’ equity | |
|
| |
|
|
Preferred stock, $1 par value, 2,000,000 shares authorized: 0 issued and outstanding | | | — | | | — |
Common stock, $1 par value, 30,000,000 shares authorized: 19,914,884 and 19,991,681 issued and outstanding | |
| 19,915 | |
| 19,992 |
Additional paid-in capital | |
| 152,673 | |
| 155,095 |
Retained earnings | |
| 285,839 | |
| 280,426 |
Accumulated other comprehensive income (loss) | |
| (100,742) | |
| (98,641) |
Total stockholders’ equity | |
| 357,685 | |
| 356,872 |
Total liabilities and stockholders’ equity | | $ | 3,832,978 | | $ | 3,779,637 |
| | | | | | |
|
| March 31, |
| December 31, | ||
(dollars in thousands, except share and per share data) |
| 2024 |
| 2023 | ||
Assets |
| (Unaudited) |
| (Unaudited) | ||
Cash and cash equivalents | | $ | 545,772 | | $ | 129,893 |
Investment securities | |
|
| |
|
|
Trading | |
| 4,553 | |
| — |
Available-for-sale, at fair value (amortized cost of $573,733 and $584,754, respectively) | |
| 472,272 | |
| 486,736 |
Held-to-maturity, at amortized cost (fair value of $249,807 and $258,617, respectively, with an allowance for credit losses on investments of $207 and $213, respectively) | |
| 291,932 | |
| 299,515 |
Loans held for sale | |
| 10,625 | |
| 11,497 |
Loans | |
| 2,799,475 | |
| 2,759,583 |
Allowance for credit losses on loans | |
| (36,584) | |
| (35,843) |
Net loans | |
| 2,762,891 | |
| 2,723,740 |
Land, premises and equipment, net | |
| 18,162 | |
| 17,940 |
Operating lease right-of-use assets | |
| 5,112 | |
| 5,436 |
Accrued interest receivable | |
| 16,149 | |
| 15,700 |
Bank-owned life insurance | |
| 33,396 | |
| 33,236 |
Goodwill | |
| 46,783 | |
| 46,783 |
Other intangible assets, net | |
| 15,834 | |
| 17,158 |
Servicing rights | |
| 1,983 | |
| 2,052 |
Deferred income taxes, net | |
| 34,796 | |
| 34,595 |
Other assets | |
| 77,833 | |
| 83,432 |
Total assets | | $ | 4,338,093 | | $ | 3,907,713 |
Liabilities and Stockholders’ Equity | |
|
| |
|
|
Liabilities | | | | | | |
Deposits | |
|
| |
|
|
Noninterest-bearing | | $ | 692,500 | | $ | 728,082 |
Interest-bearing | |
| 2,592,469 | |
| 2,367,529 |
Total deposits | |
| 3,284,969 | |
| 3,095,611 |
Short-term borrowings | |
| 555,000 | |
| 314,170 |
Long-term debt | |
| 58,985 | |
| 58,956 |
Operating lease liabilities | |
| 5,420 | |
| 5,751 |
Accrued expenses and other liabilities | |
| 62,084 | |
| 64,098 |
Total liabilities | |
| 3,966,458 | |
| 3,538,586 |
Commitments and contingencies (Note 11) | | | | | | |
Stockholders’ equity | |
|
| |
|
|
Preferred stock, $1 par value, 2,000,000 shares authorized: 0 issued and outstanding | | | — | | | — |
Common stock, $1 par value, 30,000,000 shares authorized: 19,776,786 and 19,734,077 issued and outstanding | |
| 19,777 | |
| 19,734 |
Additional paid-in capital | |
| 150,740 | |
| 150,343 |
Retained earnings | |
| 275,374 | |
| 272,705 |
Accumulated other comprehensive income (loss) | |
| (74,256) | |
| (73,655) |
Total stockholders’ equity | |
| 371,635 | |
| 369,127 |
Total liabilities and stockholders’ equity | | $ | 4,338,093 | | $ | 3,907,713 |
See accompanying notes to consolidated financial statements (unaudited)
1
Alerus Financial Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
| | | | | | | | | | | | | | | | | | |
| | Three months ended | | Six months ended | | Three months ended | ||||||||||||
| | June 30, | | June 30, | | March 31, | ||||||||||||
(dollars and shares in thousands, except per share data) |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| 2024 |
| 2023 | ||||||
Interest Income | | | | | | | | | | | | | | | | | | |
Loans, including fees | | $ | 33,267 | | $ | 17,988 | | $ | 64,200 | | $ | 35,280 | | $ | 39,294 | | $ | 30,933 |
Investment securities | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Taxable | |
| 6,125 | |
| 6,068 | |
| 12,076 | |
| 11,508 | |
| 4,568 | |
| 5,951 |
Exempt from federal income taxes | |
| 186 | |
| 213 | |
| 376 | |
| 429 | |
| 174 | |
| 190 |
Other | |
| 762 | |
| 157 | |
| 1,497 | |
| 273 | |
| 5,002 | |
| 735 |
Total interest income | |
| 40,340 | |
| 24,426 | | | 78,149 | |
| 47,490 | | | 49,038 | |
| 37,809 |
Interest Expense | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Deposits | |
| 12,678 | |
| 813 | |
| 21,782 | |
| 1,642 | |
| 20,152 | |
| 9,104 |
Short-term borrowings | |
| 4,763 | |
| 278 | |
| 9,156 | |
| 278 | |
| 5,989 | |
| 4,393 |
Long-term debt | |
| 665 | |
| 559 | |
| 1,319 | |
| 1,121 | |
| 678 | |
| 654 |
Total interest expense | |
| 18,106 | |
| 1,650 | |
| 32,257 | |
| 3,041 | |
| 26,819 | |
| 14,151 |
Net interest income | |
| 22,234 | |
| 22,776 | |
| 45,892 | |
| 44,449 | |
| 22,219 | |
| 23,658 |
Provision for credit losses | |
| — | |
| — | |
| 550 | |
| — | |
| — | |
| 550 |
Net interest income after provision for credit losses | |
| 22,234 | |
| 22,776 | |
| 45,342 | |
| 44,449 | |
| 22,219 | |
| 23,108 |
Noninterest Income | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Retirement and benefit services | |
| 15,890 | |
| 16,293 | |
| 31,372 | |
| 33,939 | |
| 15,655 | |
| 15,482 |
Wealth management | |
| 5,449 | |
| 5,548 | |
| 10,644 | |
| 10,874 | |
| 6,118 | |
| 5,194 |
Mortgage banking | |
| 2,905 | |
| 6,038 | |
| 4,622 | |
| 10,969 | |
| 1,670 | |
| 1,717 |
Service charges on deposit accounts | |
| 311 | |
| 412 | |
| 612 | |
| 775 | |
| 389 | |
| 301 |
Other | |
| 1,223 | |
| 935 | |
| 3,781 | |
| 2,139 | |
| 1,491 | |
| 2,559 |
Total noninterest income | |
| 25,778 | |
| 29,226 | |
| 51,031 | |
| 58,696 | |
| 25,323 | |
| 25,253 |
Noninterest Expense | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Compensation | |
| 18,847 | |
| 21,248 | |
| 38,005 | |
| 40,299 | |
| 19,332 | |
| 19,158 |
Employee taxes and benefits | |
| 4,724 | |
| 5,787 | |
| 10,577 | |
| 11,949 | |
| 6,188 | |
| 5,853 |
Occupancy and equipment expense | |
| 1,837 | |
| 1,737 | |
| 3,736 | |
| 3,788 | |
| 1,906 | |
| 1,899 |
Business services, software and technology expense | |
| 5,269 | |
| 4,785 | |
| 10,593 | |
| 9,709 | |
| 5,345 | |
| 5,324 |
Intangible amortization expense | |
| 1,324 | |
| 1,053 | |
| 2,648 | |
| 2,106 | |
| 1,324 | |
| 1,324 |
Professional fees and assessments | |
| 1,530 | |
| 2,246 | |
| 2,682 | |
| 3,787 | |
| 1,993 | |
| 1,152 |
Marketing and business development | |
| 648 | |
| 814 | |
| 1,334 | |
| 1,414 | |
| 685 | |
| 686 |
Supplies and postage | |
| 406 | |
| 572 | |
| 866 | |
| 1,218 | |
| 528 | |
| 460 |
Travel | |
| 306 | |
| 356 | |
| 554 | |
| 535 | |
| 292 | |
| 248 |
Mortgage and lending expenses | |
| 215 | |
| 482 | |
| 712 | |
| 1,168 | |
| 441 | |
| 497 |
Other | |
| 1,267 | |
| 904 | |
| 2,535 | |
| 2,082 | |
| 985 | |
| 1,268 |
Total noninterest expense | |
| 36,373 | |
| 39,984 | |
| 74,242 | |
| 78,055 | |
| 39,019 | |
| 37,869 |
Income before income taxes | |
| 11,639 | |
| 12,018 | |
| 22,131 | |
| 25,090 | |
| 8,523 | |
| 10,492 |
Income tax expense | |
| 2,535 | |
| 2,725 | |
| 4,841 | |
| 5,613 | |
| 2,091 | |
| 2,306 |
Net income | | $ | 9,104 | | $ | 9,293 | | $ | 17,290 | | $ | 19,477 | | $ | 6,432 | | $ | 8,186 |
Per Common Share Data | | | | | | | | | | | | | | | | | | |
Basic earnings per common share | | $ | 0.45 | | $ | 0.53 | | $ | 0.86 | | $ | 1.11 | | $ | 0.32 | | $ | 0.41 |
| | | | | | | ||||||||||||
Diluted earnings per common share | | $ | 0.45 | | $ | 0.52 | | $ | 0.85 | | $ | 1.10 | | $ | 0.32 | | $ | 0.40 |
Dividends declared per common share | | $ | 0.19 | | $ | 0.18 | | $ | 0.37 | | $ | 0.34 | | $ | 0.19 | | $ | 0.18 |
Average common shares outstanding | |
| 20,033 | |
| 17,297 | |
| 20,030 | |
| 17,271 | |
| 19,739 | |
| 20,028 |
Diluted average common shares outstanding | |
| 20,241 | |
| 17,532 | |
| 20,243 | |
| 17,517 | |
| 19,986 | |
| 20,246 |
See accompanying notes to consolidated financial statements (unaudited)
2
Alerus Financial Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Unaudited)
| | | | | | | | | | | | | | | | | | |
| | Three months ended | | Six months ended | | Three months ended | ||||||||||||
| | June 30, | | June 30, | | March 31, | ||||||||||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| 2024 |
| 2023 | ||||||
Net Income | | $ | 9,104 | | $ | 9,293 | | $ | 17,290 | | $ | 19,477 | | $ | 6,432 | | $ | 8,186 |
Other Comprehensive Income (Loss), Net of Tax | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Unrealized gains (losses) on available-for-sale securities | |
| (9,636) | |
| (37,394) | |
| (4,708) | |
| (88,119) | ||||||
Accretion of (gains) losses on debt securities reclassified to held-to-maturity | | | (84) | | | (97) | | | (171) | | | (199) | ||||||
Net change in unrealized gain (losses) on derivatives | | | 3,794 | | | — | | | 2,069 | | | — | ||||||
Net change in unrealized gains (losses) on debt securities | |
| (3,517) | |
| 4,841 | ||||||||||||
Net change in unrealized gain (losses) on cash flow hedging derivatives | | | 684 | | | — | ||||||||||||
Net change in unrealized gain (losses) on other derivatives | | | 2,031 | | | (1,725) | ||||||||||||
Total other comprehensive income (loss), before tax | |
| (5,926) | |
| (37,491) | |
| (2,810) | |
| (88,318) | |
| (802) | |
| 3,116 |
Income tax expense (benefit) related to items of other comprehensive income (loss) | |
| (1,491) | |
| (9,410) | |
| (709) | |
| (22,168) | |
| (201) | |
| 782 |
Other comprehensive income (loss), net of tax | |
| (4,435) | |
| (28,081) | |
| (2,101) | |
| (66,150) | |
| (601) | |
| 2,334 |
Total comprehensive income (loss) | | $ | 4,669 | | $ | (18,788) | | $ | 15,189 | | $ | (46,673) | | $ | 5,831 | | $ | 10,520 |
See accompanying notes to consolidated financial statements (unaudited)
3
Alerus Financial Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
| | | | | | | | | | | | | | | |
| | Three months ended June 30, 2023 | |||||||||||||
| | | | | | | | | | | Accumulated | | | | |
| | | | | Additional | | | | | Other | | | | ||
| | Common | | Paid-in | | Retained | | Comprehensive | | | | ||||
(dollars and shares in thousands) |
| Stock |
| Capital |
| Earnings |
| Income (Loss) |
| Total | |||||
Balance as of March 31, 2023 | | $ | 20,067 | | $ | 154,818 | | $ | 280,540 | | $ | (96,307) | | $ | 359,118 |
Net income | |
| — | |
| — | |
| 9,104 | |
| — | |
| 9,104 |
Other comprehensive income (loss) | |
| — | |
| — | |
| — | |
| (4,435) | |
| (4,435) |
Common stock repurchased | |
| (170) | |
| (2,783) | |
| — | |
| — | |
| (2,953) |
Common stock dividends | |
| — | |
| — | |
| (3,805) | |
| — | |
| (3,805) |
Share‑based compensation expense | |
| 18 | |
| 638 | |
| — | |
| — | |
| 656 |
Vesting of restricted stock | |
| — | | | — | |
| — | |
| — | |
| — |
Balance as of June 30, 2023 | | $ | 19,915 | | $ | 152,673 | | $ | 285,839 | | $ | (100,742) | | $ | 357,685 |
| | | | | | | | | | | | | | | |
| | Six months ended June 30, 2023 | |||||||||||||
| | | | | | | | | | | Accumulated | | | | |
| | | | | Additional | | | | | Other | | | | ||
| | Common | | Paid-in | | Retained | | Comprehensive | | | | ||||
(dollars in thousands) |
| Stock |
| Capital |
| Earnings |
| Income (Loss) |
| Total | |||||
Balance as of December 31, 2022 | | $ | 19,992 | | $ | 155,095 | | $ | 280,426 | | $ | (98,641) | | $ | 356,872 |
Cumulative effect of change in accounting principles, net of tax | | | — | | | — | | | (4,452) | | | — | | | (4,452) |
Balance as of January 1, 2023 | | | 19,992 | | | 155,095 | | | 275,974 | | | (98,641) | | | 352,420 |
Net income | |
| — | |
| — | |
| 17,290 | |
| — | |
| 17,290 |
Other comprehensive income (loss) | |
| — | |
| — | |
| — | |
| (2,101) | |
| (2,101) |
Common stock repurchased | |
| (187) | |
| (3,127) | |
| — | |
| — | |
| (3,314) |
Common stock dividends | |
| — | |
| — | |
| (7,425) | |
| — | |
| (7,425) |
Share‑based compensation expense | |
| 18 | |
| 797 | |
| — | |
| — | |
| 815 |
Vesting of restricted stock | |
| 92 | |
| (92) | |
| — | |
| — | |
| — |
Balance as of June 30, 2023 | | $ | 19,915 | | $ | 152,673 | | $ | 285,839 | | $ | (100,742) | | $ | 357,685 |
| | | | | | | | | | | | | | | |
| | Three months ended June 30, 2022 | |||||||||||||
| | | | | | | | | | | Accumulated | | | | |
| | | | | Additional | | | | | Other | | | | ||
| | Common | | Paid-in | | Retained | | Comprehensive | | | | ||||
(dollars in thousands) |
| Stock |
| Capital |
| Earnings |
| Income (Loss) |
| Total | |||||
Balance as of March 31, 2022 | | $ | 17,289 | | $ | 92,573 | | $ | 260,967 | | $ | (42,324) | | $ | 328,505 |
Net income | |
| — | |
| — | |
| 9,293 | |
| — | |
| 9,293 |
Other comprehensive income (loss) | |
| — | |
| — | |
| — | |
| (28,081) | |
| (28,081) |
Common stock repurchased | |
| (4) | |
| (86) | |
| — | |
| — | |
| (90) |
Common stock dividends | |
| — | |
| — | |
| (3,132) | |
| — | |
| (3,132) |
Share‑based compensation expense | |
| 10 | |
| 653 | |
| — | |
| — | |
| 663 |
Vesting of restricted stock | |
| 11 | |
| (11) | |
| — | |
| — | |
| — |
Balance as of June 30, 2022 | | $ | 17,306 | | $ | 93,129 | | $ | 267,128 | | $ | (70,405) | | $ | 307,158 |
4
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six months ended June 30, 2022 | | Three months ended | ||||||||||||||||||||||||||
| | | | | | | | | | | Accumulated | | | | | | | | | | | | | | Accumulated | | | | ||
| | | | | Additional | | | | | Other | | | | | | | | Additional | | | | | Other | | | | ||||
| | Common | | Paid-in | | Retained | | Comprehensive | | | | | Common | | Paid-in | | Retained | | Comprehensive | | | | ||||||||
(dollars in thousands) |
| Stock |
| Capital |
| Earnings |
| Income (Loss) |
| Total | ||||||||||||||||||||
Balance as of December 31, 2021 | | $ | 17,213 | | $ | 92,878 | | $ | 253,567 | | $ | (4,255) | | $ | 359,403 | |||||||||||||||
(dollars and shares in thousands) |
| Stock |
| Capital |
| Earnings |
| Income (Loss) |
| Total | ||||||||||||||||||||
Balance as of December 31, 2022 | | | 19,992 | | $ | 155,095 | | $ | 280,426 | | $ | (98,641) | | $ | 356,872 | |||||||||||||||
Cumulative effect of change in accounting principles, net of tax | | | — | | | — | | | (4,452) | | | — | | | (4,452) | |||||||||||||||
Balance as of January 1, 2023 | | | 19,992 | | | 155,095 | | | 275,974 | | | (98,641) | | | 352,420 | |||||||||||||||
Net income | |
| — | |
| — | |
| 19,477 | |
| — | |
| 19,477 | | | — | | | — | | | 8,186 | | | — | | | 8,186 |
Other comprehensive income (loss) | |
| — | |
| — | |
| — | |
| (66,150) | |
| (66,150) | | | — | | | — | | | — | | | 2,334 | | | 2,334 |
Common stock repurchased | |
| (24) | |
| (673) | |
| — | |
| — | |
| (697) | | | (17) | | | (344) | | | — | | | — | | | (361) |
Common stock dividends | |
| — | |
| — | |
| (5,916) | |
| — | |
| (5,916) | | | — | | | — | | | (3,620) | | | — | | | (3,620) |
Share‑based compensation expense | |
| 10 | |
| 1,031 | |
| — | |
| — | |
| 1,041 | | | — | | | 159 | | | — | | | — | | | 159 |
Vesting of restricted stock | |
| 107 | |
| (107) | |
| — | |
| — | |
| — | | | 92 | | | (92) | | | — | | | — | | | — |
Balance as of June 30, 2022 | | $ | 17,306 | | $ | 93,129 | | $ | 267,128 | | $ | (70,405) | | $ | 307,158 | |||||||||||||||
Balance as of March 31, 2023 | | | 20,067 | | $ | 154,818 | | $ | 280,540 | | $ | (96,307) | | $ | 359,118 | |||||||||||||||
| | | | | | | | | | | | | | | | |||||||||||||||
Balance as of December 31, 2023 | | | 19,734 | | $ | 150,343 | | $ | 272,705 | | $ | (73,655) | | $ | 369,127 | |||||||||||||||
Net income | |
| — | |
| — | |
| 6,432 | |
| — | |
| 6,432 | |||||||||||||||
Other comprehensive income (loss) | |
| — | |
| — | |
| — | |
| (601) | |
| (601) | |||||||||||||||
Common stock repurchased | |
| (7) | |
| (146) | |
| — | |
| — | |
| (153) | |||||||||||||||
Common stock dividends | |
| — | |
| — | |
| (3,763) | |
| — | |
| (3,763) | |||||||||||||||
Share‑based compensation expense | |
| — | |
| 593 | |
| — | |
| — | |
| 593 | |||||||||||||||
Vesting of restricted stock | |
| 50 | | | (50) | |
| — | |
| — | |
| — | |||||||||||||||
Balance as of March 31, 2024 | | | 19,777 | | $ | 150,740 | | $ | 275,374 | | $ | (74,256) | | $ | 371,635 |
See accompanying notes to consolidated financial statements (unaudited)
54
Alerus Financial Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
| | | | | | |
| | Six months ended | ||||
| | June 30, | ||||
(dollars in thousands) |
| 2023 |
| 2022 | ||
Operating Activities |
| |
|
| |
|
Net income | | $ | 17,290 | | $ | 19,477 |
Adjustments to reconcile net income to net cash provided (used) by operating activities | |
|
| |
|
|
Deferred income taxes | |
| 857 | |
| 968 |
Provision for credit losses | |
| 550 | |
| — |
Depreciation and amortization | |
| 4,239 | |
| 3,998 |
Amortization and accretion of premiums/discounts on investment securities | |
| 1,092 | |
| 1,829 |
Amortization of operating lease right-of-use assets | | | 1,571 | | | (51) |
Share‑based compensation expense | |
| 815 | |
| 1,041 |
Originations on loans held for sale | | | (146,664) | | | (353,547) |
Proceeds on loans held for sale | | | 138,818 | | | 351,625 |
(Increase) in value of bank-owned life insurance | |
| (434) | |
| (408) |
Realized loss (gain) on sale of fixed assets | | | (116) | |
| — |
Realized loss (gain) on derivative instruments | |
| 1,344 | |
| (215) |
Realized loss (gain) on loans sold | |
| (3,531) | |
| (6,037) |
Realized loss (gain) on sale of foreclosed assets | |
| 5 | |
| (11) |
Realized loss (gain) on BOLI mortality | | | (1,196) | | | — |
Realized loss (gain) on servicing rights | |
| (25) | |
| (441) |
Net change in: | |
| | |
| |
Accrued interest receivable | |
| (718) | |
| (618) |
Other assets | |
| 1,414 | |
| (9,803) |
Accrued expenses and other liabilities | |
| (3,311) | |
| 9,924 |
Net cash provided (used) by operating activities | |
| 12,000 | |
| 17,731 |
Investing Activities | |
|
| |
|
|
Proceeds from maturities of investment securities available-for-sale | |
| 34,549 | |
| 61,313 |
Purchases of investment securities available-for-sale | |
| — | |
| (95,600) |
Proceeds from calls of investment securities held-to-maturity | | | 126 | | | 726 |
Proceeds from maturities of investment securities held-to-maturity | | | 12,492 | | | 18,588 |
Net (increase) decrease in loans | |
| (89,295) | |
| (132,503) |
Net (increase) decrease in FHLB stock | | | (5,020) | |
| (10,132) |
Proceeds from BOLI mortality claim | | | 2,828 | | | — |
Purchases of premises and equipment | |
| (1,088) | |
| (471) |
Proceeds from sales of foreclosed assets | |
| 25 | |
| 117 |
Net cash provided (used) by investing activities | |
| (45,383) | |
| (157,962) |
Financing Activities | |
|
| |
|
|
Net increase (decrease) in deposits | |
| (62,629) | |
| (301,001) |
Net increase (decrease) in short-term borrowings | |
| 113,980 | |
| 242,350 |
Repayments of long-term debt | |
| — | |
| (119) |
Cash dividends paid on common stock | |
| (7,425) | |
| (5,570) |
Repurchase of common stock | |
| (3,314) | |
| (697) |
Net cash provided (used) by financing activities | |
| 40,612 | |
| (65,037) |
Net change in cash and cash equivalents | |
| 7,229 | |
| (205,268) |
Cash and cash equivalents at beginning of period | |
| 58,242 | |
| 242,311 |
Cash and cash equivalents at end of period | | $ | 65,471 | | $ | 37,043 |
| | | | | | |
| | Three months ended | ||||
| | March 31, | ||||
(dollars in thousands) |
| 2024 |
| 2023 | ||
Operating Activities |
| |
|
| |
|
Net income | | $ | 6,432 | | $ | 8,186 |
Adjustments to reconcile net income to net cash provided (used) by operating activities | |
|
| |
|
|
Deferred income taxes | |
| — | |
| 1,459 |
Provision for credit losses | |
| — | |
| 550 |
Depreciation and amortization | |
| 2,100 | |
| 2,130 |
Amortization and accretion of premiums/discounts on investment securities | |
| 424 | |
| 527 |
Amortization of operating lease right-of-use assets | | | (8) | | | (43) |
Share‑based compensation expense | |
| 593 | |
| 159 |
Originations on loans held for sale | | | (53,129) | | | (56,347) |
Proceeds on loans held for sale | | | 55,362 | | | 50,381 |
(Increase) in value of bank-owned life insurance | |
| (160) | |
| (224) |
Realized loss (gain) on derivative instruments | |
| (678) | |
| (253) |
Realized loss (gain) on loans sold | |
| (1,438) | |
| (1,344) |
Realized loss (gain) on sale of foreclosed assets | |
| — | |
| 8 |
Realized loss (gain) on BOLI mortality | | | — | | | (1,196) |
Realized loss (gain) on servicing rights | |
| (20) | |
| 38 |
Net change in: | |
| | |
| |
Accrued interest receivable | |
| (449) | |
| (114) |
Other assets | |
| (1,071) | |
| 2,052 |
Accrued expenses and other liabilities | |
| 4,031 | |
| (8,352) |
Net cash provided (used) by operating activities | |
| 11,989 | |
| (2,383) |
Investing Activities | |
|
| |
|
|
Proceeds from sales of trading investment securities | | | 5,502 | | | — |
Purchases of trading investment securities | | | (10,008) | | | — |
Proceeds from maturities of investment securities available-for-sale | |
| 10,818 | |
| 16,139 |
Proceeds from calls of investment securities held-to-maturity | | | 251 | | | 126 |
Proceeds from maturities and paydowns of investment securities held-to-maturity | | | 7,043 | | | 7,578 |
Net (increase) decrease in loans | |
| (40,223) | |
| (42,801) |
Net (increase) decrease in FHLB stock | | | 5,075 | |
| (225) |
Proceeds from BOLI mortality claim | | | — | | | 2,828 |
Purchases of premises and equipment | |
| (881) | |
| (923) |
Proceeds from sales of foreclosed assets | |
| 34 | |
| 22 |
Net cash provided (used) by investing activities | |
| (22,389) | |
| (17,256) |
Financing Activities | |
|
| |
|
|
Net increase (decrease) in deposits | |
| 189,358 | |
| 116,494 |
Net increase (decrease) in short-term borrowings | |
| 240,830 | |
| (5,935) |
Repayments of long-term debt | |
| 1 | |
| — |
Cash dividends paid on common stock | |
| (3,757) | |
| (3,620) |
Repurchase of common stock | |
| (153) | |
| (361) |
Net cash provided (used) by financing activities | |
| 426,279 | |
| 106,578 |
Net change in cash and cash equivalents | |
| 415,879 | |
| 86,939 |
Cash and cash equivalents at beginning of period | |
| 129,893 | |
| 58,242 |
Cash and cash equivalents at end of period | | $ | 545,772 | | $ | 145,181 |
See accompanying notes to consolidated financial statements (unaudited)
65
| | | | | | |
| | Six months ended | ||||
| | June 30, | ||||
Supplemental Cash Flow Disclosures |
| 2023 |
| 2022 | ||
Cash paid for: | |
|
| |
|
|
Interest | | $ | 31,723 | | $ | 3,913 |
Income taxes | |
| 3,720 | |
| 4,677 |
Supplemental Disclosures of Noncash Investing and Financing Activities | |
|
| |
|
|
Loan collateral transferred to foreclosed assets | |
| — | |
| 81 |
Right-of-use assets obtained in exchange for new operating lease liabilities | | | 2,286 | | | — |
| | | | | | |
| | Three months ended | ||||
| | March 31, | ||||
|
| 2024 |
| 2023 | ||
Supplemental Cash Flow Disclosures | |
|
| |
|
|
Interest paid | | $ | 22,339 | | $ | 15,167 |
Income taxes paid | |
| 1 | |
| — |
Cash dividends declared, not paid | | | 3,763 | | | 3,620 |
Supplemental Disclosures of Noncash Investing and Financing Activities | |
|
| |
|
|
Loan collateral transferred to foreclosed assets | |
| (5) | |
| — |
Right-of-use assets obtained in exchange for new operating lease liabilities, net | | | 108 | | | 257 |
Change in fair value hedges presented within residential real estate loans and other assets | | | 268 | | | — |
See accompanying notes to consolidated financial statements (unaudited)
76
Alerus Financial Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
NOTE 1 Significant Accounting Policies
Organization
Alerus Financial Corporation, or the Company, is a financial holding company organized under the laws of the state of Delaware. The Company and its subsidiaries operate as a diversified financial services company headquartered in Grand Forks, North Dakota. Through its subsidiary, Alerus Financial, National Association, or the Bank, the Company provides financial solutions to businesses and consumers through four distinct business lines—banking, retirement and benefit services, wealth management, and mortgage.
Basis of Presentation
The accompanying unaudited consolidated interim financial statements and notes thereto of the Company have been prepared in accordance with the rulesinstructions for Form 10-Q and, regulations of the Securities and Exchange Commission, or SEC, and conform to practices within the banking industry andtherefore, do not include all of the information and disclosures required by accounting principles generally accepted accounting principles in the United States of America, or GAAP, for interimcomplete presentation of financial reporting. The accompanying unauditedstatements. In the opinion of management, the consolidated financial statements reflectcontain all adjustments (consisting only of normal recurring adjustments) that areaccruals) necessary for a fair presentationto present fairly the consolidated balance sheets of financial resultsAlerus Financial Corporation, or the Company, as of March 31, 2024 and December 31, 2023, the consolidated statements of income for the interim periods presented.three months ended March 31, 2024 and 2023, consolidated statements of comprehensive income (loss) for the three months ended March 31, 2024 and 2023, the consolidated statements of changes in stockholders’ equity for the three months ended March 31, 2024 and 2023, and the consolidated statements of cash flows for the three months ended March 31, 2024 and 2023.
The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s principal operating subsidiary is the Bank. Certain items previously reported have been reclassified to conform to the current period’s reporting format. Such reclassifications did not affect net income or stockholders’ equity. The results of operations for the interim periods are not necessarily indicative of the results for the full year or any other period. The Company has also evaluated all subsequent events for potential recognition and disclosure through the date of the filing of this Quarterly Report on Form 10-Q. These interim unaudited financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2022,2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2023.8, 2024.
Principles of Consolidation
The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s principal operating subsidiary is the Bank.
In the normal course of business, the Company may enter into a transaction with a variable interest entity or VIE. VIE’s are legal entities whose investors lack the ability to make decisions about the entity’s activities, or whose equity investors do not have the right to receive the residual returns of the entity. The applicable accounting guidance requires the Company to perform ongoing quantitative and qualitative analysis to determine whether it must consolidate any VIE. The Company does not have any ownership interest in, or exert any control, over any VIE, and thus no VIE’s are included in the consolidated financial statements.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Material estimates that are particularly susceptible to significant change in the near term include the valuation of investment securities, determination of the allowance for credit losses, valuation of reporting units for the purpose of testing goodwill and other intangible assets for impairment, valuation of deferred tax assets, and fair values of financial instruments.
8
Reclassifications
Certain items previously reported have been reclassified to conform to the current period’s reporting format. Such reclassifications did not affect net income or stockholders’ equity.
Emerging Growth Company
The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholderstockholder approval of any golden parachute payments not previously approved. In addition, even if the Company complies with the greater obligations of public companies that are not emerging growth companies, the Company may avail itself of the reduced requirements applicable to emerging growth companies from time to time in the future, so long as the Company is an emerging growth company. The Company will continue to be an emerging growth company until the earliest to occur of: (1) the end of the fiscal year following the fifth anniversary of the date of the first sale of common equity securities under the Company’s Registration Statement on Form S-1, which was declared effective by the U.S. Securities and Exchange Commission, or SEC, on September 12, 2019; (2) the last day of the fiscal year in which the Company has $1.235 billion or more in annual revenues; (3) the date on which the Company is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act; or (4) the date on which the Company has, during the previous three-year period, issued publicly or privately, more than $1.0 billion in non-convertible debt securities. Management cannot predict if investors will find the Company’s common stock less attractive because it will rely on the exemptions available to emerging growth companies. If some investors find the Company’s common stock less attractive as a result, there may be a less active trading market for its common stock and the Company’s stock price may be more volatile. The last year the Company qualifies as an emerging growth company is 2024.
7
Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the benefits of this extended transition period.
Allowance for credit losses
Investment securities available-for-sale. For available-for-sale investment securities in an unrealized loss position, the Company evaluates the securities to determine whether the decline in fair value below the amortized cost basis, or impairment, is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income (loss), net of applicable taxes. Credit-related impairment is recognized as an allowance for credit losses, or ACL, related to investment securities available-for-sale on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings. Both the ACL and the adjustment to net income may be reversed if conditions change. However, if the Company intends to sell an impaired available-for-sale investment security or is required to sell such a security before recovering its amortized cost basis, the entire impairment amount must be recognized in earnings with a corresponding adjustment to the security’s amortized cost basis. Because the security’s amortized cost basis is adjusted to fair value, there is no ACL in this situation.
In evaluating available-for-sale securities in unrealized loss positions for impairment and the criteria regarding its intent or requirement to sell such securities, the Company considers the extent to which fair value is less than amortized cost, whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuers’ financial condition, among other factors.
Accrued interest receivable is excluded from the estimate of credit losses.
Investment securities held-to-maturity. Management measures expected credit losses on held-to-maturity investment securities on a collective basis by major security type. The Company evaluates held-to-maturity investment securities by credit rating and an external study, updated annually, that includes historical information such as
9
probability of default and loss going back several years. Accrued interest receivable on held-to-maturity investment securities is excluded from the estimate of credit losses.
Loans held for investment. Under the current expected credit loss, or CECL, accounting standard the ACL is a valuation estimated at each balance sheet date and deducted from the amortized cost basis of loans held for investment to present the net amount expected to be collected.
The Company estimates the ACL based on the underlying assets’ amortized cost basis, which is the amount at which the financing receivable is originated or acquired, adjusted for collection of cash and charge-offs, as well as applicable accretion or amortization of premium, discount and net deferred fees or costs. In the event that collection of principal becomes uncertain, the Company has policies in place to reverse accrued interest in a timely manner. Therefore, the Company has made the policy election to exclude accrued interest from the measurement of ACL.
Expected credit losses are reflected in the ACL through a charge to provision for credit losses when the Company deems all or a portion of the financial asset will be uncollectible; the appropriate amount is written off and the ACL is reduced by the same amount. The Company applies judgement to determine when a financial asset is deemed uncollectible; however, generally, an asset will be considered uncollectible no later than when all efforts of collection have been exhausted. Subsequent recoveries, if any, are credited to the ACL when received.
Upon the adoption of the CECL accounting standard, the Company elected to maintain pools of loans that were previously accounted for under ASC 310-30 and will continue to account for these pools as a unit of account. Upon the adoption of the CECL accounting standard, the ACL was determined for each pool and added to the pools’ carrying amount to establish a new amortized cost basis. Loans that do not share similar risk characteristics are evaluated on an individual basis.
Management estimates the ACL using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable supportable forecasts. Historical loss experience provides the basis for estimation of expected credit losses. Adjustments to historical loss information are made for differences in the current loan-specific risk characteristics such as different underwriting standards, portfolio mix, delinquency level, or life of the loan, as well as changes in environmental conditions, levels of economic activity, unemployment rates, property values and other relevant factors. The calculation also contemplates that the Company may not be able to make or obtain such forecasts for the entire life of the financial assets and requires a reversion to historical loss information.
Ongoing impacts of CECL will be dependent upon changes in economic conditions and forecasts, originated and acquired loan portfolio composition, credit performance trends, portfolio duration and other forecasts.
Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. The ACL on individually evaluated loans is recognized on the basis of the present value of expected future cash flows discounted at the effective interest rate, the fair value of collateral adjusted of estimated costs to sell, or observable market price as of the relevant date.
Reserve for off-balance sheet credit exposures. In estimating expected credit losses for off-balance sheet credit exposures, the Company is required to estimate expected credit losses over the contractual period in which it is exposed to credit risk via a present contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the issuer. To be considered unconditionally cancellable for accounting purposes, the Company must have the ability to, at any time, with or without cause, refuse to extend credit under the commitment. Off-balance sheet credit exposure segments share the same risk characteristics as portfolio loans. The Company incorporates a probability of funding and utilizes the ACL loss rates to calculate the reserve. The reserve for off-balance sheet credit exposure is carried on the balance sheet in accrued expenses and other liabilities rather than as a component of the allowance. The reserve for off-balance sheet credit exposure is adjusted as a provision for off-balance sheet credit exposure reported as a component of the provision for credit loss expense in the accompanying unaudited Consolidated Statements of Income.
10
NOTE 2 Recent Accounting Pronouncements
The following Financial Accounting Standards Board, or FASB, Accounting Standards Updates, or ASUs, are divided into pronouncements which have been adopted by the Company since January 1, 2023,2024, and those which are not yet effective and have been evaluated or are currently being evaluated by management as of June 30, 2023.March 31, 2024.
Adopted Pronouncements
OnThere have been no new ASUs adopted by the Company since January 1, 2024.
Pronouncements Not Yet Effective
In November 2023, the Company adoptedFASB issued guidance within ASU No. 2016-13, Financial Instruments – Credit Losses2023-07, Segment Reporting (Topic 326): Measurement of Credit Losses on Financial Instruments.280). The measurement of expected credit losses underamendments in this update are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures related to significant segment expenses. The amendments do not change how an entity identifies its operating segments, aggregates those operating segments, or applies the CECL accounting standard is applicablequantitative thresholds to financial assets measured at amortized cost, including loan receivables. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees,determine its reportable segments, and all existing segment disclosure requirements in ASC 280 and other similar agreements). In addition, ASC 326 made changesCodification topics remain unchanged. The amendments in this update are incremental and require public entities that report segment information to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the accountingchief operating decision maker and included within each reported measure of segment profit or loss as well as other segment items. Annual disclosure of the title and position of the chief operating decision maker and how the reported measures of segment profit or loss are used to assess performance and allocation of resources is also required.
The amendments in this update are effective for held-to-maturity debt securities. One such changefiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and are applied on a retrospective basis. The Company is currently evaluating the impact these amendments will have on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to require credit lossesIncome Tax Disclosures. The amendments in this ASU related to the rate reconciliation and income taxes paid disclosures, to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction disclosures. The amendments allow investors to better assess, in their capital allocation decisions, how an entity’s worldwide operations and related tax risks and tax planning and operational opportunities affect its income tax rate and prospects for future cash flows. The other amendments in this ASU improve the effectiveness and comparability of disclosures by adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be presented as an allowance, rather than as a write-down.
The Company adopted ASC 326 usingconsistent with U.S. Securities and Exchange Commission (“SEC”) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the modified retrospective methodamendments in this ASU are effective for all financial assets measured at amortized cost, off-balance sheet credit exposures, and held-to-maturity securities. Results for reportingannual periods beginning after December 31, 2022, are presented under ASC 326, while prior period amounts continue to15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this ASU should be reported in accordance with previously applicable GAAP. The Company recordedapplied on a net decrease to retained earnings of $4.5 million as of January 1, 2023, for the cumulative effect of adopting ASC 326.
The Company adopted ASC 326 using the prospective transition approach for financial assets purchased with credit deterioration previously classified as purchased credit impaired and accounted for under ASC 310-30. In accordance with the standard, management did not reassess whether purchased credit impaired, or PCI, assets met the criteria of purchased credit deteriorated, or PCD, assets as of the date of adoption.
The following table illustrates the impact of ASC 326:basis. Retrospective application is also permitted.
| | | | | | | | | |
| | January 1, 2023 | |||||||
| | As reported | | | | | Pre-tax impact of | ||
(dollars in thousands) |
| under | | Pre-ASC 326 | | ASC 326 | |||
Assets: |
| ASC 326 | | Adoption | | Adoption | |||
Investments | | | | | | | | | |
Held-to-maturity | | | | | | | | | |
Obligations of state and political agencies | | $ | 110 | | $ | — | | $ | 110 |
Mortgage backed securities | | | | | | | | | |
Residential agency | | | 62 | | | — | | | 62 |
Total allowance for held-to-maturity investment securities | | | 172 | | | — | | | 172 |
Loans | | | | | | | | | |
Commercial | | | | | | | | | |
Commercial and industrial | | | 8,296 | | | 9,158 | | | (862) |
Real estate construction | | | 3,964 | | | 1,446 | | | 2,518 |
Commercial real estate | | | 12,264 | | | 12,688 | | | (424) |
Total commercial | | | 24,524 | | | 23,292 | | | 1,232 |
Consumer | | | | | | | | | |
Residential real estate first mortgage | | | 7,849 | | | 5,769 | | | 2,080 |
Residential real estate junior lien | | | 1,222 | | | 1,289 | | | (67) |
Other revolving and installment | | | 424 | | | 528 | | | (104) |
Total consumer | | | 9,495 | | | 7,586 | | | 1,909 |
Unallocated | | | 984 | | | 268 | | | 716 |
Total allowance for loans | | | 35,003 | | | 31,146 | | | 3,857 |
Allowance for credit losses on loans and investments securities | | $ | 35,175 | | $ | 31,146 | | $ | 4,029 |
Liabilities: | | | | | | | | | |
Allowance for credit losses on unfunded commitments | | $ | 5,159 | | $ | 3,244 | | $ | 1,915 |
118
In March 2022, the FASB issued ASU No. 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method, which clarifies the guidance on fair value hedge accounting of interest rate risk portfolios of financial assets. ASU 2022-01 updates guidance in Topic 815, to expand the scope of the current last-of-layer method to allow multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments on a prospective basis. Additionally, ASU 2022-01 clarifies that basis adjustments related to existing portfolio layer hedge relationships should not be considered when measuring credit losses on the financial assets included in the closed portfolio. Further, ASU 2022-01 clarifies that any reversal of fair value hedge basis adjustments associated with an actual breach should be recognized in interest income immediately. ASU 2022-01 was effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2022-01 effective January 1, 2023, and entered into a fair value hedge agreement on February 10, 2023 and adopted the portfolio layer method of accounting for this transaction. This adoption had no impact on our consolidated financial statements as the Company did not have any hedged assets using the last-of-layer hedge accounting method.
In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments – Credit Losses Troubled Debt Restructurings and Vintage Disclosures. The amendments in this update eliminate the accounting guidance for Troubled Debt Restructurings, or TDRs, by creditors in Subtopic 310-40. Receivables – Troubled Debt Restructurings by Creditors, while enhancing the disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. For public business entities, this amendment also has vintage disclosures that require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20 Financial Instruments – Credit Losses – Measured at Amortized Cost. For entities that had not yet adopted the amendment in ASU 2016-13, the effective date for the amendments in this update are same as the effective date for ASU 2016-13. The Company adopted this ASU on January 1, 2023, and had no loans experience financial difficulty in the current period.
NOTE 3 Investment Securities
Trading securities are reported on the Company’s consolidated balance sheet at fair value. As of March 31, 2024, the fair value of the Company’s trading securities was $4.6 million. There were no trading securities as of December 31, 2023. Changes in fair value of trading securities are recorded in other noninterest income on the Company’s consolidated statements of income. These securities are held in a rabbi trust account and invested in mutual funds. The trading securities will be used for future payments associated with the Company’s deferred compensation plan for eligible employees, executives, and directors.
The following tables present amortized cost, gross unrealized gains and losses, allowance for credit losses, or ACL, and fair value of the available-for-sale, or AFS, investment securities and the amortized cost, gross unrealized gains and losses and fair value of held-to-maturity, or HTM, securities as of June 30, 2023March 31, 2024 and December 31, 2022:2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2023 | | March 31, 2024 | ||||||||||||||||||||||||||
| | Amortized | | Unrealized | | Unrealized | | Allowance for | | Fair | | Amortized | | Unrealized | | Unrealized | | Allowance for | | Fair | ||||||||||
(dollars in thousands) |
| Cost | | Gains | | Losses | | Credit Losses |
| Value |
| Cost | | Gains | | Losses | | Credit Losses |
| Value | ||||||||||
Available-for-sale | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury and agencies | | $ | 2,915 | | $ | 11 | | $ | (20) | | $ | — | | $ | 2,906 | | $ | 839 | | $ | 2 | | $ | (3) | | $ | — | | $ | 838 |
Mortgage backed securities | |
|
| |
| | |
| | | | | |
| | |
|
| |
| | |
| | | | | |
| |
Residential agency | |
| 673,586 | |
| 1 | |
| (115,131) | | | — | |
| 558,456 | |
| 513,409 | |
| — | |
| (92,516) | | | — | |
| 420,893 |
Commercial | |
| 68,379 | |
| — | |
| (7,470) | | | — | |
| 60,909 | |
| 1,471 | |
| — | |
| (120) | | | — | |
| 1,351 |
Asset backed securities | |
| 28 | |
| — | |
| — | | | — | |
| 28 | |
| 23 | |
| — | |
| (1) | | | — | |
| 22 |
Corporate bonds | |
| 69,497 | |
| — | |
| (14,342) | | | — | |
| 55,155 | |
| 57,991 | |
| — | |
| (8,823) | | | — | |
| 49,168 |
Total available-for-sale investment securities | | | 814,405 | | | 12 | | | (136,963) | | | — | | | 677,454 | | | 573,733 | | | 2 | | | (101,463) | | | — | | | 472,272 |
Held-to-maturity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Obligations of state and political agencies | | | 131,016 | |
| — | |
| (15,447) | | | 115 | |
| 115,569 | | | 124,971 | |
| — | |
| (12,985) | | | 110 | |
| 111,986 |
Mortgage backed securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Residential agency | | | 177,618 | |
| — | |
| (32,477) | | | 103 | |
| 145,141 | | | 167,168 | |
| — | |
| (29,347) | | | 97 | |
| 137,821 |
Total held-to-maturity investment securities | | | 308,634 | | | — | | | (47,924) | | | 218 | | | 260,710 | | | 292,139 | | | — | | | (42,332) | | | 207 | | | 249,807 |
Total investment securities | | $ | 1,123,039 | | $ | 12 | | $ | (184,887) | | $ | 218 | | $ | 938,164 | | $ | 865,872 | | $ | 2 | | $ | (143,795) | | $ | 207 | | $ | 722,079 |
| | | | | | | | | | | | | | | |
| | December 31, 2023 | |||||||||||||
| | Amortized | | Unrealized | | Unrealized | | Allowance for | | Fair | |||||
(dollars in thousands) |
| Cost | | Gains | | Losses | | Credit Losses |
| Value | |||||
Available-for-sale | | | | | | | | | | | | | | | |
U.S. Treasury and agencies | | $ | 1,119 | | $ | 4 | | $ | (3) | | | — | | $ | 1,120 |
Mortgage backed securities | |
|
| |
| | |
| | | | | |
|
|
Residential agency | |
| 524,140 | |
| 1 | |
| (88,547) | | | — | |
| 435,594 |
Commercial | |
| 1,476 | |
| — | |
| (123) | | | — | |
| 1,353 |
Asset backed securities | |
| 26 | |
| — | |
| (1) | | | — | |
| 25 |
Corporate bonds | |
| 57,993 | |
| — | |
| (9,349) | | | — | |
| 48,644 |
Total available-for-sale investment securities | | | 584,754 | | | 5 | | | (98,023) | | | — | | | 486,736 |
Held-to-maturity | | | | | | | | | | | | | | | |
Obligations of state and political agencies | | | 129,603 | |
| — | |
| (12,613) | | | 114 | | | 116,990 |
Mortgage backed securities | | | | | | | | | | | | | | | |
Residential agency | | | 170,125 | |
| — | |
| (28,498) | | | 99 | | | 141,627 |
Total held-to-maturity investment securities | | | 299,728 | | | — | | | (41,111) | | | 213 | | | 258,617 |
Total investment securities | | $ | 884,482 | | $ | 5 | | $ | (139,134) | | $ | 213 | | $ | 745,353 |
129
The adequacy of the ACL on investment securities is assessed at the end of each quarter. The Company does not believe that the AFS debt securities that were in an unrealized loss position as of March 31, 2024, represent a credit loss impairment. As of March 31, 2024 and December 31, 2023, the gross unrealized loss positions were primarily related to mortgage-backed securities issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as “risk free,” and have a long history of zero credit loss. Additionally, there were corporate bonds in gross unrealized loss positions; however, all bonds had an investment grade rating as of March 31, 2024 and December 31, 2023. Total gross unrealized losses were attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities. The Company does not intend to sell the investment securities that were in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investment securities before recovery of their amortized cost basis, which may be at maturity.
The ACL on HTM debt securities is estimated using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable supportable forecasts. Using a probability of default and loss on given default analysis, the ACL on HTM debt securities was $207 thousand and $213 thousand as of March 31, 2024 and December 31, 2023, respectively.
Accrued interest receivable on AFS investment securities and HTM investment securities is recorded in accrued interest receivable and is excluded from the estimate of credit losses. As of March 31, 2024, the accrued interest receivable on AFS investment securities and HTM investment securities totaled $1.6 million and $1.0 million, respectively. As of December 31, 2023, the accrued interest receivable on available-for-sale investment securities and held-to-maturity investment securities totaled $1.5 million and $1.4 million, respectively.
The Company had no sales or calls of AFS investment securities for the three months ended March 31, 2024 and 2023.
The Company had no sales of HTM investment securities for the three months ended March 31, 2024 and 2023.
The following table presents investment securities with gross unrealized losses, for which an ACL has not been recorded at March 31, 2024 and December 31, 2023, aggregated by investment category and length of time that individual investment securities have been in a continuous loss position:
| | | | | | | | | | | | | | | | | | | | |
| | | | March 31, 2024 | ||||||||||||||||
| | | | Less than 12 Months | | Over 12 Months | | Total | ||||||||||||
| | Number of | | Unrealized | | Fair | | Unrealized | | Fair | | Unrealized | | Fair | ||||||
(dollars in thousands) |
| Holdings | | Losses |
| Value |
| Losses |
| Value |
| Losses |
| Value | ||||||
Available-for-sale | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury and agencies | | 1 | | $ | (3) | | $ | 454 | | $ | — | | $ | — | | $ | (3) | | $ | 454 |
Mortgage backed securities | | | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential agency | | 111 | |
| — | |
| 35 | |
| (92,516) | |
| 420,815 | |
| (92,516) | |
| 420,850 |
Commercial | | 1 | |
| — | |
| — | |
| (120) | |
| 1,351 | |
| (120) | |
| 1,351 |
Asset backed securities | | 3 | |
| — | |
| — | |
| (1) | |
| 22 | |
| (1) | |
| 22 |
Corporate bonds | | 12 | |
| — | |
| — | |
| (8,823) | |
| 49,168 | |
| (8,823) | |
| 49,168 |
Total available-for-sale investment securities | | 128 | | $ | (3) | | $ | 489 | | $ | (101,460) | | $ | 471,356 | | $ | (101,463) | | $ | 471,845 |
10
| | | | | | | | | | | | | | | |
| | December 31, 2022 | |||||||||||||
| | Amortized | | Unrealized | | Unrealized | | Allowance for | | Fair | |||||
(dollars in thousands) |
| Cost | | Gains | | Losses | | Credit Losses |
| Value | |||||
Available-for-sale | | | | | | | | | | | | | | | |
U.S. Treasury and agencies | | $ | 3,518 | | $ | 19 | | $ | (17) | | | N/A | | $ | 3,520 |
Mortgage backed securities | |
|
| |
| | |
| | | | | |
|
|
Residential agency | |
| 705,845 | |
| 2 | |
| (118,168) | | | N/A | |
| 587,679 |
Commercial | |
| 70,669 | |
| — | |
| (7,111) | | | N/A | |
| 63,558 |
Asset backed securities | |
| 34 | |
| — | |
| — | | | N/A | |
| 34 |
Corporate bonds | |
| 69,501 | |
| — | |
| (6,968) | | | N/A | |
| 62,533 |
Total available-for-sale investment securities | | | 849,567 | | | 21 | | | (132,264) | | | N/A | | | 717,324 |
Held-to-maturity | | | | | | | | | | | | | | | |
Obligations of state and political agencies | | | 137,787 | |
| — | |
| (17,736) | | | N/A | | | 120,051 |
Mortgage backed securities | | | | | | | | | | | | | | | |
Residential agency | | | 184,115 | |
| — | |
| (33,254) | | | N/A | | | 150,861 |
Total held-to-maturity investment securities | | | 321,902 | | | — | | | (50,990) | | �� | N/A | | | 270,912 |
Total investment securities | | $ | 1,171,469 | | $ | 21 | | $ | (183,254) | | | N/A | | $ | 988,236 |
The adequacy of the allowance for credit losses on investment securities is assessed at the end of each quarter. The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position as of June 30, 2023, represent a credit loss impairment. As of June 30, 2023, and December 31, 2022, the gross unrealized loss positions were primarily related to mortgage-backed securities issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as “risk free,” and have a long history of zero credit loss. Total gross unrealized losses were attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities. The Company does not intend to sell the investment securities that were in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investment securities before recovery of their amortized cost basis, which may be at maturity.
| | | | | | | | | | | | | | | | | | | | |
| | | | December 31, 2023 | ||||||||||||||||
| | | | Less than 12 Months | | Over 12 Months | | Total | ||||||||||||
| | Number of | | Unrealized | | Fair | | Unrealized | | Fair | | Unrealized | | Fair | ||||||
(dollars in thousands) |
| Holdings | | Losses |
| Value |
| Losses |
| Value |
| Losses |
| Value | ||||||
Available-for-sale | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury and agencies | | 1 | | $ | (3) | | $ | 489 | | $ | — | | $ | — | | $ | (3) | | $ | 489 |
Mortgage backed securities | | | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential agency | | 112 | |
| — | |
| 43 | |
| (88,547) | |
| 435,505 | |
| (88,547) | |
| 435,548 |
Commercial | | 1 | |
| — | |
| — | |
| (123) | |
| 1,353 | |
| (123) | |
| 1,353 |
Asset backed securities | | 3 | |
| — | |
| — | |
| (1) | |
| 25 | |
| (1) | |
| 25 |
Corporate bonds | | 12 | |
| — | |
| — | |
| (9,349) | |
| 48,644 | |
| (9,349) | |
| 48,644 |
Total available-for-sale investment securities | | 129 | | $ | (3) | | $ | 532 | | $ | (98,020) | | $ | 485,527 | | $ | (98,023) | | $ | 486,059 |
| | | | | | | | | | | | | | | | | | | | |
The allowanceCompany determined that the expected credit loss on its HTM portfolio was $207 thousand and $213 thousand as of March 31, 2024, and December 31, 2023, respectively. The change in the ACL on HTM debt securities was due to a change in the provision for credit losses, on held-to-maturitywith no charge-offs or recoveries for the three months ended March 31, 2024.
As of March 31, 2024 and December 31, 2023, none of the Company’s HTM debt securities is estimated using relevant information, from internalwere past due or on nonaccrual status. The Company did not recognize any interest income on nonaccrual HTM debt securities during the three months ended March 31, 2024 and external sources, relating to past events, current conditions, and reasonable supportable forecasts. Using a probability of default and loss on given default analysis an allowance for credit losses was established in the amount of $218 thousand as of June 30, 2023.
Accrued interest receivable on available-for-sale investment securities and held-to-maturity investment securities is recorded in accrued interest receivable and is excluded from the estimate of credit losses. As of June 30, 2023 the accrued interest receivable on available-for-sale investment securities and held-to-maturity investment securities totaled $2.0 million and $1.4 million, respectively. As of December 31, 2022, the accrued interest receivable on available-for-sale investment securities and held-to-maturity investment securities totaled $1.9 million and $1.5 million, respectively.
The following table presents investment securities available-for-sale in an unrealized loss position for which an allowance for credit losses has not been recorded as of June 30, 2023:
| | | | | | | | | | | | | | | | | | |
| | June 30, 2023 | ||||||||||||||||
| | Less than 12 Months | | Over 12 Months | | Total | ||||||||||||
| | Unrealized | | Fair | | Unrealized | | Fair | | Unrealized | | Fair | ||||||
(dollars in thousands) |
| Losses |
| Value |
| Losses |
| Value |
| Losses |
| Value | ||||||
Available-for-sale | | | | | | | | | | | | | | | | | | |
U.S. Treasury and agencies | | $ | (20) | | $ | 420 | | $ | — | | $ | — | | $ | (20) | | $ | 420 |
Mortgage backed securities | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential agency | |
| (76) | |
| 2,148 | |
| (115,055) | |
| 556,258 | |
| (115,131) | |
| 558,406 |
Commercial | |
| (32) | |
| 570 | |
| (7,438) | |
| 60,339 | |
| (7,470) | |
| 60,909 |
Asset backed securities | |
| — | |
| 27 | |
| — | |
| 1 | |
| — | |
| 28 |
Corporate bonds | |
| (867) | |
| 7,109 | |
| (13,475) | |
| 48,046 | |
| (14,342) | |
| 55,155 |
Total available-for-sale investment securities | | $ | (995) | | $ | 10,274 | | $ | (135,968) | | $ | 664,644 | | $ | (136,963) | | $ | 674,918 |
13
Gross unrealized losses on investment securities and the fair value of the related securities aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2022, were as follows:
| | | | | | | | | | | | | | | | | | |
| | December 31, 2022 | ||||||||||||||||
| | Less than 12 Months | | Over 12 Months | | Total | ||||||||||||
| | Unrealized | | Fair | | Unrealized | | Fair | | Unrealized | | Fair | ||||||
(dollars in thousands) |
| Losses |
| Value |
| Losses |
| Value |
| Losses |
| Value | ||||||
Available-for-sale | | | | | | | | | | | | | | | | | | |
U.S. Treasury and agencies | | $ | (17) | | $ | 509 | | $ | — | | $ | — | | $ | (17) | | $ | 509 |
Mortgage backed securities | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential agency | |
| (10,457) | |
| 79,693 | |
| (107,711) | |
| 507,418 | |
| (118,168) | |
| 587,111 |
Commercial | |
| (4,835) | |
| 50,437 | |
| (2,276) | |
| 13,120 | |
| (7,111) | |
| 63,557 |
Asset backed securities | |
| — | |
| 32 | |
| — | |
| 2 | |
| — | |
| 34 |
Corporate bonds | |
| (4,452) | |
| 48,048 | |
| (2,516) | |
| 14,484 | |
| (6,968) | |
| 62,532 |
Total available-for-sale investment securities | | | (19,761) | | | 178,719 | | | (112,503) | | | 535,024 | | | (132,264) | | | 713,743 |
Held-to-maturity | | | | | | | | | | | | | | | | | | |
Obligations of state and political agencies | | | (3,336) | | | 18,788 | | | (14,400) | | | 98,762 | | | (17,736) | | | 117,550 |
Mortgage backed securities | | | | | | | | | | | | | | | | | | |
Residential agency | | | — | | | — | | | (33,254) | | | 150,861 | | | (33,254) | | | 150,861 |
Total held-to-maturity investment securities | | | (3,336) | | | 18,788 | | | (47,654) | | | 249,623 | | | (50,990) | | | 268,411 |
Total investment securities | | $ | (23,097) | | $ | 197,507 | | $ | (160,157) | | $ | 784,647 | | $ | (183,254) | | $ | 982,154 |
Unrealized losses on available-for-sale investments securities have not been recognized into income because the issuers’ bonds are of high credit quality. Furthermore, the Company does not intend to sell, and it is likely that management will not be required to sell, the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates. The issuers continue to make timely principal and interest payments on their bonds. The Company expects that it could see a continued increase in unrealized losses if the Federal Reserve continues to raise interest rates.
The following table presents amortized cost and fair value of available-for-saleAFS investment securities and the carrying value and fair value of held-to-maturityHTM investment securities as of June 30, 2023,March 31, 2024, by contractual maturity:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Held-to-maturity | | Available-for-sale | | Held-to-maturity | | Available-for-sale | ||||||||||||||||
| | Carrying | | Fair | | Amortized | | Fair | | Carrying | | Fair | | Amortized | | Fair | ||||||||
(dollars in thousands) |
| Value | | Value | | Cost |
| Value |
| Value | | Value | | Cost |
| Value | ||||||||
Due within one year or less | | $ | 6,098 | | $ | 5,946 | | $ | — | | $ | — | | $ | 8,161 | | $ | 7,974 | | $ | — | | $ | — |
Due after one year through five years | |
| 44,352 | |
| 40,512 | |
| 17,461 | |
| 16,096 | |
| 47,376 | |
| 43,614 | |
| 473 | |
| 470 |
Due after five years through ten years | |
| 67,751 | |
| 58,000 | |
| 78,734 | |
| 63,524 | |
| 57,248 | |
| 49,662 | |
| 59,467 | |
| 50,524 |
Due after 10 years | |
| 12,815 | |
| 11,111 | |
| 44,624 | |
| 39,378 | |
| 12,186 | |
| 10,736 | |
| 384 | |
| 385 |
| | | 131,016 | | | 115,569 | | | 140,819 | | | 118,998 | | | 124,971 | | | 111,986 | | | 60,324 | | | 51,379 |
Mortgage-backed securities | | | | | | | | | | | | | | | | | | | | | | | | |
Residential agency | | | 177,618 | | | 145,141 | | | 673,586 | | | 558,456 | | | 167,168 | | | 137,821 | | | 513,409 | | | 420,893 |
Total investment securities | | $ | 308,634 | | $ | 260,710 | | $ | 814,405 | | $ | 677,454 | | $ | 292,139 | | $ | 249,807 | | $ | 573,733 | | $ | 472,272 |
Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
Investment securities with a total carrying value of $388.0$559.1 million and $260.7$250.0 million were pledged as of June 30, 2023March 31, 2024 and December 31, 2022,2023, respectively, to secure public deposits and for other purposes required or permitted by law.
14
The company had no sales or calls of available-for-sale investment securities, for the three and six months ended June 30, 2023 and 2022
Proceeds from the call of held-to-maturity investment securities, for the three and six months ended June 30, 2023 and 2022, are displayed in the table below:
| | | | | | | | | | | | |
| | Three months ended | | Six months ended | ||||||||
| | June 30, | | June 30, | ||||||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||
Proceeds | | $ | — | | $ | 211 | | $ | 126 | | $ | 726 |
Realized gains | |
| — | |
| — | |
| — | |
| — |
Realized losses | |
| — | |
| — | |
| — | |
| — |
As of June 30, 2023March 31, 2024 and December 31, 2022,2023, the carrying value of the Company’s Federal Reserve stock and Federal Home Loan Bank of Des Moines, or FHLB, stock was as follows:
| | | | | | | | | | | | |
| | June 30, | | December 31, | | March 31, | | December 31, | ||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2024 |
| 2023 | ||||
Federal Reserve | | $ | 4,623 | | $ | 4,595 | | $ | 4,623 | | $ | 4,623 |
FHLB | |
| 24,382 | |
| 19,362 | |
| 11,491 | |
| 16,566 |
11
These securities can only be redeemed or sold at their par value and only to the respective issuing institution or to another member institution. The Company records these non-marketable equity securities as a component of other assets and periodically evaluates these securities for impairment. Management considers these non-marketable equity securities to be long-term investments. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value.
Visa Class B Restricted Shares
In 2008, the Company received Visa Class B restricted shares as part of Visa’s initial public offering. These shares are transferable only under limited circumstances until they can be converted into the publicly traded Class A common shares. This conversion will not occur until the settlement of certain litigation which will be indemnified by Visa members, including the Company. Visa funded an escrow account from its initial public offering to settle these litigation claims. Should this escrow account be insufficient to cover these litigation claims, Visa is entitled to fund additional amounts to the escrow account by reducing each member bank’s Class B conversion ratio to unrestricted Class A shares. As of June 30, 2023,March 31, 2024, the conversion ratio was 1.5902.1.5875. Based on the existing transfer restriction and the uncertainty of the outcome of the Visa litigation mentioned above, the 6,924 Class B shares (11,010(10,992 Class A equivalents) that the Company owned as of June 30, 2023March 31, 2024 and December 31, 2022,2023, were carried at a zero cost basis.
NOTE 4 Loans and Allowance for Credit Losses
The following table presents total loans outstanding, by portfolio segment, as of March 31, 2024 and December 31, 2023:
| | | | | | |
|
| March 31, |
| December 31, | ||
(dollars in thousands) |
| 2024 |
| 2023 | ||
Commercial | | | | | | |
Commercial and industrial | | $ | 611,695 | | $ | 598,321 |
Real estate construction | |
| 125,966 | |
| 124,034 |
Commercial real estate | |
| 1,152,948 | |
| 1,126,912 |
Total commercial | |
| 1,890,609 | |
| 1,849,267 |
Consumer | |
|
| |
|
|
Residential real estate first mortgage | |
| 722,151 | |
| 726,879 |
Residential real estate junior lien | |
| 156,882 | |
| 154,134 |
Other revolving and installment | |
| 29,833 | |
| 29,303 |
Total consumer | |
| 908,866 | |
| 910,316 |
Total loans | | $ | 2,799,475 | | $ | 2,759,583 |
Total loans included net deferred loan fees and costs of $46 thousand and $248 thousand at March 31, 2024 and December 31, 2023, respectively. Unearned discounts associated with the acquisition of Metro Phoenix Bank totaled $4.7 million and $5.1 million as of March 31, 2024 and December 31, 2023, respectively.
Accrued interest receivable on loans is recorded within accrued interest receivable, and totaled $12.3 million at March 31, 2024 and $12.2 million at December 31, 2023.
The Company manages its loan portfolio proactively to effectively identify problem credits and assess trends early, implement effective work-out strategies, and take charge-offs as promptly as practical. In addition, the Company continuously reassesses its underwriting standards in response to credit risk posed by changes in economic conditions. The Company monitors and manages credit risk through the following governance structure:
● | The Credit Risk team, Collection and Special Assets team and the Credit Governance Committee, which is an internal management committee comprised of various executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Collections and Special Assets, Risk, and Commercial and Retail Banking, oversee the Company's systems and procedures to monitor the credit quality of its loan portfolio, conduct a loan review program, and maintain the integrity of the loan rating system. |
1512
● | The Loan Committee is responsible for reviewing and approving all credit requests that exceed individual limits that have not been countersigned by an individual with sufficient assigned authority. This committee has full authority to commit the Bank to any request that fits within its assigned approval authority. |
● | The adequacy of the ACL is overseen by the ACL Governance Committee, which is an internal management committee comprised of various Company executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Collections and Special Assets, Risk, and Commercial and Retail Banking. The ACL Governance Committee supports the oversight efforts of the Board of Directors. |
● | The Board of Directors has approval authority and responsibility for all matters regarding loan policy, reviews all loans approved or declined by the Loan Committee, approves lending authority and monitors asset quality and concentration levels. |
● | The ACL Governance Committee and Bank Board of Directors has approval authority and oversight responsibility for the ACL adequacy and methodology. |
Loans with a carrying value of $1.6 billion as of March 31, 2024 and December 31, 2023, were pledged to secure public deposits, and for other purposes required or permitted by law.
ACL on Loans
The following tables present, by loan portfolio segment, a summary of the changes in the allowance for credit losses on loans for the three months ended March 31, 2024 and 2023:
| | | | | | | | | | | | | | | |
| | Three months ended March 31, 2024 | |||||||||||||
| | Beginning | | Provision for | | Loan | | Loan | | Ending | |||||
(dollars in thousands) |
| Balance |
| Credit Losses(1) |
| Charge-offs |
| Recoveries |
| Balance | |||||
Commercial |
| |
|
| |
|
| |
|
| |
|
| |
|
Commercial and industrial | | $ | 9,894 | | $ | 122 | | $ | (164) | | $ | 123 | | $ | 9,975 |
Real estate construction | |
| 6,111 | |
| (189) | |
| — | |
| — | |
| 5,922 |
Commercial real estate | |
| 11,897 | |
| 834 | |
| (29) | |
| 11 | |
| 12,713 |
Total commercial | |
| 27,902 | |
| 767 | |
| (193) | |
| 134 | |
| 28,610 |
Consumer | |
|
| |
|
| |
|
| |
|
| |
|
|
Residential real estate first mortgage | |
| 6,578 | |
| 63 | |
| — | |
| — | |
| 6,641 |
Residential real estate junior lien | |
| 1,151 | |
| (3) | |
| — | |
| — | |
| 1,148 |
Other revolving and installment | |
| 212 | |
| (28) | |
| (12) | |
| 13 | |
| 185 |
Total consumer | |
| 7,941 | |
| 32 | |
| (12) | |
| 13 | |
| 7,974 |
Total | | $ | 35,843 | | $ | 799 | | $ | (205) | | $ | 147 | | $ | 36,584 |
(1) | The difference in the credit loss expense reported herein compared to the consolidated statements of income is associated with the credit loss expense of ($793) thousand related to off-balance sheet credit exposure and $(6) thousand related to investment securities held-to-maturity. |
13
| | | | | | | | | | | | | | | | | | |
| | Three months ended March 31, 2023 | ||||||||||||||||
| | Beginning | | Adoption | | Provision for | | Loan | | Loan | | Ending | ||||||
(dollars in thousands) |
| Balance |
| of ASC 326 |
| Credit Losses(1) |
| Charge-offs |
| Recoveries | | Balance | ||||||
Commercial | | | | | | | | | | | | | | | | | | |
Commercial and industrial | | $ | 9,233 | | $ | (707) | | $ | (395) | | $ | (175) | | $ | 56 | | $ | 8,012 |
Real estate construction | | | 1,437 | | | 2,549 | |
| 439 | |
| — | |
| — | | | 4,425 |
Commercial real estate | | | 12,761 | | | (131) | |
| 35 | |
| — | |
| 11 | | | 12,676 |
Total commercial | | | 23,431 | | | 1,711 | |
| 79 | |
| (175) | |
| 67 | | | 25,113 |
Consumer | | | | | | | |
|
| |
|
| |
|
| | | |
Residential real estate first mortgage | | | 5,858 | | | 2,269 | |
| 187 | |
| — | |
| 2 | | | 8,316 |
Residential real estate junior lien | | | 1,317 | | | (27) | |
| 121 | |
| (77) | |
| 6 | | | 1,340 |
Other revolving and installment | | | 540 | | | (96) | |
| (118) | |
| (5) | |
| 12 | | | 333 |
Total consumer | | | 7,715 | | | 2,146 | | | 190 | | | (82) | | | 20 | | | 9,989 |
Unallocated | | | — | | | — | |
| — | | | — | | | — | | | — |
Total | | $ | 31,146 | | $ | 3,857 | | $ | 269 | | $ | (257) | | $ | 87 | | $ | 35,102 |
(1) | The difference in the credit loss expense reported herein compared to the consolidated statements of income is associated with the credit loss expense of $230 thousand related to off-balance sheet credit exposure and $51 thousand related to investment securities held-to-maturity. |
NOTE 4 Loans and Allowance for Credit Losses
The following table presentsACL on loans at March 31, 2024, was $36.6 million, an increase of $0.7 million, or 2.1%, since December 31, 2023. The increase was primarily due to a combined ACL increase of $1.0 million provision for credit losses in commercial and industrial and commercial real estate loans. This increase was primarily due to recent downgrades in the related loan pools.
Credit Concentrations
The Company focuses on maintaining a well-balanced and diversified loan portfolio. Despite such efforts, it is recognized that credit concentrations may occasionally emerge as a result of economic conditions, changes in local demand, natural loan growth and runoff. To identify credit concentrations effectively, all commercial and industrial and owner occupied real estate loans are assigned Standard Industrial Classification codes, North American Industry Classification System codes and state and county codes. Property type coding is used for investment real estate. As of March 31, 2024, the Company’s total loans outstanding, byexposure to the general business industry and owner occupied real estate was 11.3% and 10.2%, respectively, of total loans. There were no other industry concentrations exceeding 10% of the Company's total loan portfolio segment, as of June 30, 2023 and DecemberMarch 31, 2022:2024.
| | | | | | |
|
| June 30, |
| December 31, | ||
(dollars in thousands) |
| 2023 |
| 2022 | ||
Commercial | | | | | | |
Commercial and industrial | | $ | 551,860 | | $ | 583,876 |
Real estate construction | |
| 78,428 | |
| 97,810 |
Commercial real estate | |
| 1,003,821 | |
| 881,670 |
Total commercial | |
| 1,634,109 | |
| 1,563,356 |
Consumer | |
|
| |
|
|
Residential real estate first mortgage | |
| 707,630 | |
| 679,551 |
Residential real estate junior lien | |
| 157,231 | |
| 150,479 |
Other revolving and installment | |
| 34,552 | |
| 50,608 |
Total consumer | |
| 899,413 | |
| 880,638 |
Total loans | | $ | 2,533,522 | | $ | 2,443,994 |
Total loans included net deferred loan fees and costs of $0.8 million and $0.9 million at June 30, 2023 and December 31, 2022, respectively. Unearned discounts associated with the acquisition of Metro Phoenix Bank totaled $6.2 million as of June 30, 2023.
Accrued interest receivable on loans is recorded within accrued interest receivable, and totaled $9.8 million at both June 30, 2023 and December 31, 2022.
Management monitors the credit quality of its loan portfolio on an ongoing basis. Measurements of delinquency and past due status are based on the contractual terms of each loan. Past due loans are reviewed regularly to identify loans for nonaccrual status.
The following tables present a past due aging analysis of total loans outstanding, by portfolio segment, as of June 30, 2023 and December 31, 2022:
| | | | | | | | | | | | | | | |
| | June 30, 2023 | |||||||||||||
| | | | | | | | 90 Days | | | | | | | |
| | Accruing | | 30 - 89 Days | | or More | | | | | Total | ||||
(dollars in thousands) |
| Current |
| Past Due |
| Past Due |
| Nonaccrual |
| Loans | |||||
Commercial |
| |
|
| |
|
| |
|
| |
|
| |
|
Commercial and industrial | | $ | 542,769 | | $ | 8,710 | | $ | — | | $ | 381 | | $ | 551,860 |
Real estate construction | |
| 78,277 | |
| — | |
| — | |
| 151 | |
| 78,428 |
Commercial real estate | |
| 1,002,925 | |
| — | |
| — | |
| 896 | |
| 1,003,821 |
Total commercial | |
| 1,623,971 | |
| 8,710 | |
| — | |
| 1,428 | |
| 1,634,109 |
Consumer | |
|
| |
|
| |
|
| |
|
| |
|
|
Residential real estate first mortgage | |
| 704,957 | |
| 2,027 | |
| 347 | | | 299 | |
| 707,630 |
Residential real estate junior lien | |
| 156,626 | |
| 105 | |
| — | |
| 500 | |
| 157,231 |
Other revolving and installment | |
| 34,400 | |
| 146 | |
| — | |
| 6 | |
| 34,552 |
Total consumer | |
| 895,983 | |
| 2,278 | |
| 347 | |
| 805 | |
| 899,413 |
Total loans | | $ | 2,519,954 | | $ | 10,988 | | $ | 347 | | $ | 2,233 | | $ | 2,533,522 |
16
| | | | | | | | | | | | | | | |
| | December 31, 2022 | |||||||||||||
| | | | | | | | 90 Days | | | | | | | |
| | Accruing | | 30 - 89 Days | | or More | | | | | Total | ||||
(dollars in thousands) |
| Current |
| Past Due |
| Past Due |
| Nonaccrual |
| Loans | |||||
Commercial | |
|
| |
|
| |
|
| |
|
| |
|
|
Commercial and industrial | | $ | 580,288 | | $ | 2,426 | | $ | — | | $ | 1,162 | | $ | 583,876 |
Real estate construction | |
| 97,370 | |
| — | |
| — | |
| 440 | |
| 97,810 |
Commercial real estate | |
| 879,830 | |
| 368 | |
| — | |
| 1,472 | |
| 881,670 |
Total commercial | |
| 1,557,488 | |
| 2,794 | |
| — | |
| 3,074 | |
| 1,563,356 |
Consumer | |
|
| |
|
| |
|
| |
|
| |
|
|
Residential real estate first mortgage | |
| 677,471 | |
| 1,545 | |
| — | |
| 535 | |
| 679,551 |
Residential real estate junior lien | |
| 149,918 | |
| 377 | |
| — | |
| 184 | |
| 150,479 |
Other revolving and installment | |
| 50,360 | |
| 247 | |
| — | |
| 1 | |
| 50,608 |
Total consumer | |
| 877,749 | |
| 2,169 | |
| — | |
| 720 | |
| 880,638 |
Total loans | | $ | 2,435,237 | | $ | 4,963 | | $ | — | | $ | 3,794 | | $ | 2,443,994 |
In calculating expected credit losses, the Company includes loans on nonaccrual status and loans 90 days or more past due and still accruing. The following table presents the amortized cost basis on nonaccrual status loans and loans 90 days or more past due and still accruing as of June 30, 2023:
| | | | | | | | | |
| | As of June 30, 2023 | |||||||
| | Nonaccrual | | | | | 90 Days | ||
| | with no Allowance | | | | | or More | ||
(dollars in thousands) | | for Credit Losses | | Nonaccrual | | Past Due | |||
Commercial | | | | | | | | | |
Commercial and industrial | | $ | 119 | | $ | 381 | | $ | — |
Real estate construction | | | 151 | | | 151 | | | — |
Commercial real estate | | | — | | | 896 | | | — |
Total commercial | | | 270 | | | 1,428 | | | — |
Consumer | | | | | | | | | |
Residential real estate first mortgage | | | 293 | | | 299 | | | 347 |
Residential real estate junior lien | | | 500 | | | 500 | | | — |
Other revolving and installment | | | — | | | 6 | | | — |
Total consumer | | | 793 | | | 805 | | | 347 |
Total loans | | $ | 1,063 | | $ | 2,233 | | $ | 347 |
Loans with a carrying value of $1.6 billion as of June 30, 2023 and $1.5 billion as of December 31, 2022, were pledged to secure public deposits, and for other purposes required or permitted by law.
A loan for which the terms have been modified resulting in a concession represents a loan experiencing financial difficulty. Loans experiencing financial difficulty can include modifications for an interest rate reduction below current market rates, a forgiveness of principal balance, an extension of the loan term, an-other than significant payment delay, or some combination of similar types of modifications. During the three and six months ended June 30, 2023, the Company did not provide any modifications to loans under these circumstances that were experiencing financial difficulty.Credit Quality Indicators
The Company’s consumer loan portfolio is primarily comprised of secured loans that are evaluated at origination on a centralized basis against standardized underwriting criteria. The Company generally does not risk rate consumer loans unless a default event such as bankruptcy or extended nonperformance takes place. Credit quality for the consumer loan portfolio is measured by delinquency rates, nonaccrual amounts and actual losses incurred. These loans are rated as either performing or nonperforming.
The Company assigns a risk rating to all commercial loans, except pools of homogeneous loans, and performs detailed internal and external reviews of risk rated loans over a certain threshold to identify credit risks and to assess the overall collectability of the portfolio. These risk ratings are also subject to examination by the Company’s regulators. During the internal reviews, management monitors and analyzes the financial condition of borrowers and guarantors,
17
trends in the industries in which the borrowers operate and the estimated fair values of collateral securing the loans. These credit quality indicators are used to assign a risk rating to each individual loan.
The Company’s ratings are aligned to pass and criticized categories. The criticized category includes special mention, substandard, and doubtful risk ratings. The risk ratings are defined as follows:
Pass: A pass loan is a credit with no existing or known potential weaknesses deserving of management’s close attention.
Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, this potential weakness may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.
Substandard: Loans classified as substandard are not adequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. Well-defined weaknesses include a borrower’s lack of marketability, inadequate cash flow or collateral support, failure to complete construction on time, or the failure to fulfill economic expectations. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or repayment in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Loss: Loans classified as loss are considered uncollectible and charged off immediately.
The following table sets forth the amortized cost basis of loans by credit quality indicator and vintage based on the most recent analysis performed, as of June 30, 2023:
1814
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Revolving | | | | |
(dollars in thousands) |
| Term Loans Amortized Cost Basis by Origination Year | | Loans Amortized | | | | |||||||||||||||||
As of June 30, 2023 | | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | Prior | | Cost Basis | | Total | ||||||||
Commercial and industrial | | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Pass | | $ | 72,021 | | $ | 124,487 | | $ | 81,827 | | $ | 72,874 | | $ | 40,610 | | $ | 24,848 | | $ | 102,467 | | $ | 519,134 |
Substandard | | | — | | | 5,223 | | | 415 | | | 8,463 | | | 186 | | | 823 | | | 17,616 | | | 32,726 |
Subtotal | | | 72,021 | | | 129,710 | | | 82,242 | | | 81,337 | | | 40,796 | | | 25,671 | | | 120,083 | | | 551,860 |
Real estate construction | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 6,263 | | | 37,948 | | | 19,315 | | | 4,440 | | | 9,150 | | | 1,006 | | | 306 | | | 78,428 |
Substandard | | | — |
| | — |
| | — |
| | — |
| | — |
| | — | | | — |
| | — |
Subtotal | | | 6,263 | | | 37,948 | | | 19,315 | | | 4,440 | | | 9,150 | | | 1,006 | | | 306 | | | 78,428 |
Commercial real estate | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 105,650 | | | 278,338 | | | 150,233 | | | 160,601 | | | 110,705 | | | 176,802 | | | 14,685 | | | 997,014 |
Substandard | | | — | | | — | | | 886 | | | — | | | 4,096 | | | 1,825 | | | — | | | 6,807 |
Subtotal | | | 105,650 | | | 278,338 | | | 151,119 | | | 160,601 | | | 114,801 | | | 178,627 | | | 14,685 | | | 1,003,821 |
Residential real estate first mortgage | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 40,090 | | | 202,056 | | | 226,785 | | | 111,801 | | | 34,894 | | | 91,680 | | | 216 | | | 707,522 |
Substandard | | | — | | | — | | | — | | | — | | | — | | | 108 | | | — | | | 108 |
Subtotal | | | 40,090 | | | 202,056 | | | 226,785 | | | 111,801 | | | 34,894 | | | 91,788 | | | 216 | | | 707,630 |
Residential real estate junior lien | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 13,552 | | | 17,683 | | | 6,751 | | | 4,936 | | | 1,947 | | | 6,939 | | | 105,066 | | | 156,874 |
Substandard | | | — | | | — | | | — | | | — | | | — | | | 357 | | | — | | | 357 |
Subtotal | | | 13,552 | | | 17,683 | | | 6,751 | | | 4,936 | | | 1,947 | | | 7,296 | | | 105,066 | | | 157,231 |
Other revolving and installment | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 4,090 | | | 9,031 | | | 1,467 | | | 6,071 | | | 2,506 | | | 2,037 | | | 9,350 | | | 34,552 |
Substandard | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Subtotal | | | 4,090 | | | 9,031 | | | 1,467 | | | 6,071 | | | 2,506 | | | 2,037 | | | 9,350 | | | 34,552 |
Total Loans | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | | 241,666 | | | 669,543 | | | 486,378 | | | 360,723 | | | 199,812 | | | 303,312 | | | 232,090 | | | 2,493,524 |
Substandard | | | — | | | 5,223 | | | 1,301 | | | 8,463 | | | 4,282 | | | 3,113 | | | 17,616 | | | 39,998 |
Total loans | | $ | 241,666 | | $ | 674,766 | | $ | 487,679 | | $ | 369,186 | | $ | 204,094 | | $ | 306,425 | | $ | 249,706 | | $ | 2,533,522 |
● | Pass: A pass loan is a credit with no existing or known potential weaknesses deserving of management’s close attention. |
● | Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, this potential weakness may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification. |
● | Substandard: Loans classified as substandard are not adequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. Well-defined weaknesses include a borrower’s lack of marketability, inadequate cash flow or collateral support, failure to complete construction on time, or the failure to fulfill economic expectations. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. |
● | Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or repayment in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. |
● | Loss: Loans classified as loss are considered uncollectible and charged off immediately. |
The following table sets forth the risk category of loans by class of loans and credit quality indicator used on the most recent analysis performed as of December 31, 2022:
| | | | | | | | | | | | | | | |
| | December 31, 2022 | |||||||||||||
| | | | | Criticized | | | | |||||||
| | | | | Special | | | | | | | | | | |
(dollars in thousands) |
| Pass |
| Mention |
| Substandard |
| Doubtful |
| Total | |||||
Commercial |
| |
|
| |
|
| |
|
| |
|
| |
|
Commercial and industrial | | $ | 558,694 | | $ | 21,969 | | $ | 3,213 | | $ | — | | $ | 583,876 |
Real estate construction | |
| 97,548 | |
| — | |
| 262 | |
| — | |
| 97,810 |
Commercial real estate | |
| 873,270 | |
| — | |
| 8,400 | |
| — | |
| 881,670 |
Total commercial | | | 1,529,512 | | | 21,969 | | | 11,875 | | | — | | | 1,563,356 |
Consumer | |
|
| |
|
| |
|
| |
|
| |
|
|
Residential real estate first mortgage | |
| 678,743 | |
| 63 | |
| 745 | |
| — | |
| 679,551 |
Residential real estate junior lien | |
| 149,847 | |
| — | |
| 632 | |
| — | |
| 150,479 |
Other revolving and installment | |
| 50,607 | |
| — | |
| 1 | |
| — | |
| 50,608 |
Total consumer | |
| 879,197 | |
| 63 | |
| 1,378 | |
| — | |
| 880,638 |
Total loans | | $ | 2,408,709 | | $ | 22,032 | | $ | 13,253 | | $ | — | | $ | 2,443,994 |
The adequacy of the allowance for credit losses on loans is assessed at the end of each quarter. The allowance for credit losses is estimated using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable supportable forecasts. Historical data is evaluated in multiple components of the expected credit loss, including the reasonable and supportable forecast of each loan segment. Historical experience is used to infer probability of default and loss given the reasonable and supportable forecast period. Qualitative reserves reflect management’s overall estimate of the extent to which current expected credit losses on collectively evaluated loans will differ from historical loss experience. The analysis takes into consideration other analytics performed within the organization, such as enterprise and concentration management, along with other credit-related analytics as deemed appropriate.
19
The following tables present, by loan portfolio segment, a summary of the changes in the allowance for credit losses on loans for the three and six months ended June 30, 2023 and 2022:
| | | | | | | | | | | | | | | |
| | Three months ended June 30, 2023 | |||||||||||||
| | Beginning | | Provision for | | Loan | | Loan | | Ending | |||||
(dollars in thousands) |
| Balance |
| Credit Losses(1) |
| Charge-offs |
| Recoveries |
| Balance | |||||
Commercial |
| |
|
| |
|
| |
|
| |
|
| |
|
Commercial and industrial | | $ | 7,800 | | $ | (340) | | $ | (85) | | $ | 438 | | $ | 7,813 |
Real estate construction | |
| 4,406 | |
| (760) | |
| — | |
| — | |
| 3,646 |
Commercial real estate | |
| 12,344 | |
| 609 | |
| — | |
| 12 | |
| 12,965 |
Total commercial | |
| 24,550 | |
| (491) | |
| (85) | |
| 450 | |
| 24,424 |
Consumer | |
|
| |
|
| |
|
| |
|
| |
|
|
Residential real estate first mortgage | |
| 8,060 | |
| (159) | |
| — | |
| — | |
| 7,901 |
Residential real estate junior lien | |
| 1,277 | |
| 28 | |
| — | |
| 46 | |
| 1,351 |
Other revolving and installment | |
| 314 | |
| (13) | |
| (23) | |
| 15 | |
| 293 |
Total consumer | |
| 9,651 | |
| (144) | |
| (23) | |
| 61 | |
| 9,545 |
Unallocated | |
| 901 | |
| 826 | |
| — | |
| — | |
| 1,727 |
Total | | $ | 35,102 | | $ | 191 | | $ | (108) | | $ | 511 | | $ | 35,696 |
| | | | | | | | | | | | | | | | | | |
| | Six months ended June 30, 2023 | ||||||||||||||||
| | Beginning | | Adoption | | Provision for | | Loan | | Loan | | Ending | ||||||
(dollars in thousands) |
| Balance |
| of ASC 326 |
| Credit Losses(1) |
| Charge-offs |
| Recoveries |
| Balance | ||||||
Commercial | | | | | | | | | | | | | | | | | | |
Commercial and industrial | | $ | 9,158 | | $ | (862) | | $ | (717) | | $ | (260) | | $ | 494 | | $ | 7,813 |
Real estate construction | | | 1,446 | | | 2,518 | | | (318) | | | — | | | — | | | 3,646 |
Commercial real estate | | | 12,688 | | | (424) | | | 678 | | | — | | | 23 | | | 12,965 |
Total commercial | | | 23,292 | | | 1,232 | | | (357) | | | (260) | | | 517 | | | 24,424 |
Consumer | | | | | | | | | | | | | | | | | | |
Residential real estate first mortgage | | | 5,769 | | | 2,080 | | | 50 | | | — | | | 2 | | | 7,901 |
Residential real estate junior lien | | | 1,289 | | | (67) | | | 154 | | | (77) | | | 52 | | | 1,351 |
Other revolving and installment | | | 528 | | | (104) | | | (130) | | | (28) | | | 27 | | | 293 |
Total consumer | | | 7,586 | | | 1,909 | | | 74 | | | (105) | | | 81 | | | 9,545 |
Unallocated | | | 268 | | | 716 | | | 743 | | | — | | | — | | | 1,727 |
Total | | $ | 31,146 | | $ | 3,857 | | $ | 460 | | $ | (365) | | $ | 598 | | $ | 35,696 |
| | | | | | | | | | | | | | | |
| | Three months ended June 30, 2022 | |||||||||||||
| | Beginning | | Provision for | | Loan | | Loan | | Ending | |||||
(dollars in thousands) |
| Balance |
| Loan Losses |
| Charge-offs |
| Recoveries |
| Balance | |||||
Commercial | | | | | | | | | | | | | | | |
Commercial and industrial | | $ | 9,795 | | $ | 1,085 | | $ | (637) | | $ | 90 | | $ | 10,333 |
Real estate construction | | | 810 | |
| 68 | |
| — | |
| — | | | 878 |
Commercial real estate | | | 11,946 | |
| (1,123) | |
| — | |
| 11 | | | 10,834 |
Total commercial | | | 22,551 | |
| 30 | |
| (637) | |
| 101 | | | 22,045 |
Consumer | | | | |
|
| |
|
| |
|
| | | |
Residential real estate first mortgage | | | 6,661 | |
| (486) | |
| — | |
| — | | | 6,175 |
Residential real estate junior lien | | | 1,400 | |
| (134) | |
| — | |
| 201 | | | 1,467 |
Other revolving and installment | | | 644 | |
| (5) | |
| (37) | |
| 32 | | | 634 |
Total consumer | | | 8,705 | | | (625) | | | (37) | | | 233 | | | 8,276 |
Unallocated | | | 457 | |
| 595 | | | — | | | — | | | 1,052 |
Total | | $ | 31,713 | | $ | — | | $ | (674) | | $ | 334 | | $ | 31,373 |
2015
| | | | | | | | | | | | | | | |
| | Six months ended June 30, 2022 | |||||||||||||
| | Beginning | | Provision for | | Loan | | Loan | | Ending | |||||
(dollars in thousands) |
| Balance |
| Loan Losses |
| Charge-offs |
| Recoveries |
| Balance | |||||
Commercial | |
|
| |
|
| |
|
| |
|
| |
|
|
Commercial and industrial | | $ | 8,925 | | $ | 1,856 | | $ | (664) | | $ | 216 | | $ | 10,333 |
Real estate construction | |
| 783 | |
| 95 | |
| — | |
| — | |
| 878 |
Commercial real estate | |
| 12,376 | |
| (1,564) | |
| — | |
| 22 | |
| 10,834 |
Total commercial | |
| 22,084 | |
| 387 | |
| (664) | |
| 238 | |
| 22,045 |
Consumer | |
| | |
|
| |
|
| |
|
| |
|
|
Residential real estate first mortgage | |
| 6,532 | |
| (357) | |
| — | |
| — | |
| 6,175 |
Residential real estate junior lien | |
| 1,295 | |
| (42) | |
| — | | | 214 | |
| 1,467 |
Other revolving and installment | |
| 481 | |
| 140 | |
| (55) | |
| 68 | |
| 634 |
Total consumer | |
| 8,308 | |
| (259) | |
| (55) | |
| 282 | |
| 8,276 |
Unallocated | |
| 1,180 | |
| (128) | |
| — | |
| — | |
| 1,052 |
Total | | $ | 31,572 | | $ | — | | $ | (719) | | $ | 520 | | $ | 31,373 |
The following table presents, by loan portfolio segment, a summary of charge-offs, by vintage, for the six months ended June 30, 2023:
| | | | | | | | | | | | | | | | | | | | | |
| | Gross Charge-offs for six months ended June 30, 2023 | |||||||||||||||||||
(dollars in thousands) | | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | Prior | | Total | |||||||
Commercial | | | | | | | | | | | | | | | | | | | | | |
Commercial and industrial | | $ | 39 | | $ | — | | $ | 25 | | $ | 9 | | $ | 187 | | $ | — | | $ | 260 |
Real estate construction | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Commercial real estate | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Total commercial | | | 39 | | | — | | | 25 | | | 9 | | | 187 | | | — | | | 260 |
Consumer | | | | | | | | | | | | | | | | | | | | | |
Residential real estate first mortgage | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Residential real estate junior lien | | | — | | | — | | | — | | | — | | | — | | | 77 | | | 77 |
Other revolving and installment | | | — | | | 2 | | | — | | | 21 | | | 4 | | | 1 | | | 28 |
Total consumer | | | — | | | 2 | | | — | | | 21 | | | 4 | | | 78 | | | 105 |
Total loans | | $ | 39 | | $ | 2 | | $ | 25 | | $ | 30 | | $ | 191 | | $ | 78 | | $ | 365 |
The following tables presentset forth the amortized cost and related allowance for credit losses onbasis of loans by portfolio segment,credit quality indicator and vintage based on the most recent analysis performed, as of June 30, 2023March 31, 2024 and December 31, 2022:2023:
| | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||
| | June 30, 2023 | ||||||||||||||||||||||||||||||||||||||||
| | Amortized Cost | | Allowance for Credit Losses on Loans | ||||||||||||||||||||||||||||||||||||||
| | Individually | | Collectively | | | | | Individually | | Collectively | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | Evaluated for | | Evaluated for | | | | | Evaluated for | | Evaluated for | | | | | | | | | | | | | | | | | | | | | | | Revolving | | | | |||||
(dollars in thousands) |
| Impairment |
| Impairment |
| Total |
| Impairment |
| Impairment |
| Total |
| Term Loans Amortized Cost Basis by Origination Year | | Loans Amortized | | | | |||||||||||||||||||||||
Commercial | | |
|
| |
|
| |
| | | | | | | | | | ||||||||||||||||||||||||
As of March 31, 2024 | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | Prior | | Cost Basis | | Total | ||||||||||||||||||||||||||
Commercial and industrial | | $ | 381 | | $ | 551,479 | | $ | 551,860 | | $ | 78 | | $ | 7,735 | | $ | 7,813 | | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Pass | | $ | 41,962 | | $ | 183,564 | | $ | 82,980 | | $ | 56,800 | | $ | 60,343 | | $ | 48,218 | | $ | 95,175 | | $ | 569,042 | ||||||||||||||||||
Special mention | | | — | | | 553 | | | — | | | 7,810 | | | — | | | 14 | | | 1,878 | | | 10,255 | ||||||||||||||||||
Substandard | | | — | | | 446 | | | 4,960 | | | 1,543 | | | 5,487 | | | 2,976 | | | 16,986 | | | 32,398 | ||||||||||||||||||
Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | ||||||||||||||||||
Subtotal | | $ | 41,962 | | $ | 184,563 | | $ | 87,940 | | $ | 66,153 | | $ | 65,830 | | $ | 51,208 | | $ | 114,039 | | $ | 611,695 | ||||||||||||||||||
Gross charge-offs for the period ended | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 164 | | $ | — | | $ | 164 | ||||||||||||||||||
Real estate construction | |
| — | |
| 78,428 | |
| 78,428 | | | — | | | 3,646 | | | 3,646 | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | $ | 1,851 | | $ | 26,751 | | $ | 70,126 | | $ | 5,154 | | $ | 100 | | $ | 929 | | $ | — | | $ | 104,911 | ||||||||||||||||||
Special mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | ||||||||||||||||||
Substandard | | | — |
| | — |
| | 21,055 |
| | — |
| | — |
| | — | | | — |
| | 21,055 | ||||||||||||||||||
Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | ||||||||||||||||||
Subtotal | | $ | 1,851 | | $ | 26,751 | | $ | 91,181 | | $ | 5,154 | | $ | 100 | | $ | 929 | | $ | — | | $ | 125,966 | ||||||||||||||||||
Gross charge-offs for the period ended | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | ||||||||||||||||||
Commercial real estate | |
| 886 | |
| 1,002,935 | |
| 1,003,821 | | | 572 | | | 12,393 | | | 12,965 | | | | | | | | | | | | | | | | | | | | | | | | |
Total commercial | |
| 1,267 | |
| 1,632,842 | |
| 1,634,109 | | | 650 | | | 23,774 | | | 24,424 | ||||||||||||||||||||||||
Consumer | |
|
| |
|
| |
|
| | | | | | | | | | ||||||||||||||||||||||||
Pass | | $ | 29,459 | | $ | 272,847 | | $ | 262,017 | | $ | 140,221 | | $ | 139,105 | | $ | 267,003 | | $ | 7,854 | | $ | 1,118,506 | ||||||||||||||||||
Special mention | | | — | | | — | | | — | | | — | | | 12,957 | | | 1,972 | | | — | | | 14,929 | ||||||||||||||||||
Substandard | | | — | | | 6,020 | | | 2,261 | | | 5,187 | | | — | | | 5,397 | | | 648 |
| | 19,513 | ||||||||||||||||||
Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | ||||||||||||||||||
Subtotal | | $ | 29,459 | | $ | 278,867 | | $ | 264,278 | | $ | 145,408 | | $ | 152,062 | | $ | 274,372 | | $ | 8,502 | | $ | 1,152,948 | ||||||||||||||||||
Gross charge-offs for the period ended | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 29 | | $ | — | | $ | 29 | ||||||||||||||||||
Residential real estate first mortgage | |
| 299 | |
| 707,331 | |
| 707,630 | | | 5 | | | 7,896 | | | 7,901 | | | | | | | | | | | | | | | | | | | | | | | | |
Performing | | $ | 5,538 | | $ | 71,933 | | $ | 199,111 | | $ | 216,774 | | $ | 106,562 | | $ | 116,181 | | $ | 751 | | $ | 716,850 | ||||||||||||||||||
Nonperforming | | | — | | | — | | | 4,361 | | | 7 | | | 12 | | | 921 | | | — | | | 5,301 | ||||||||||||||||||
Subtotal | | $ | 5,538 | | $ | 71,933 | | $ | 203,472 | | $ | 216,781 | | $ | 106,574 | | $ | 117,102 | | $ | 751 | | $ | 722,151 | ||||||||||||||||||
Gross charge-offs for the period ended | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | ||||||||||||||||||
Residential real estate junior lien | |
| 500 | |
| 156,731 | |
| 157,231 | | | — | | | 1,351 | | | 1,351 | | | | | | | | | | | | | | | | | | | | | | | | |
Performing | | $ | 2,059 | | $ | 17,642 | | $ | 15,169 | | $ | 5,872 | | $ | 4,528 | | $ | 6,394 | | $ | 102,630 | | $ | 154,294 | ||||||||||||||||||
Nonperforming | | | 244 | | | — | | | — | | | 111 | | | — | | | 317 | | | 1,916 | | | 2,588 | ||||||||||||||||||
Subtotal | | $ | 2,303 | | $ | 17,642 | | $ | 15,169 | | $ | 5,983 | | $ | 4,528 | | $ | 6,711 | | $ | 104,546 | | $ | 156,882 | ||||||||||||||||||
Gross charge-offs for the period ended | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | ||||||||||||||||||
Other revolving and installment | |
| 6 | |
| 34,546 | |
| 34,552 | | | 6 | | | 287 | | | 293 | | | | | | | | | | | | | | | | | | | | | | | | |
Total consumer | |
| 805 | |
| 898,608 | |
| 899,413 | | | 11 | | | 9,534 | | | 9,545 | ||||||||||||||||||||||||
Unallocated | | | — | | | — | | | — | | | — | | | — | | | 1,727 | ||||||||||||||||||||||||
Performing | | $ | 880 | | $ | 4,633 | | $ | 5,786 | | $ | 828 | | $ | 3,449 | | $ | 1,747 | | $ | 12,509 | | $ | 29,832 | ||||||||||||||||||
Nonperforming | | | — | | | — | | | — | | | — | | | — | | | 1 | | | — | | | 1 | ||||||||||||||||||
Subtotal | | $ | 880 | | $ | 4,633 | | $ | 5,786 | | $ | 828 | | $ | 3,449 | | $ | 1,748 | | $ | 12,509 | | $ | 29,833 | ||||||||||||||||||
Gross charge-offs for the period ended | | $ | — | | $ | — | | $ | 3 | | $ | — | | $ | — | | $ | 9 | | $ | — | | $ | 12 | ||||||||||||||||||
Total loans | | $ | 2,072 | | $ | 2,531,450 | | $ | 2,533,522 | | $ | 661 | | $ | 33,308 | | $ | 35,696 | | $ | 81,993 | | $ | 584,389 | | $ | 667,826 | | $ | 440,307 | | $ | 332,543 | | $ | 452,070 | | $ | 240,347 | | $ | 2,799,475 |
Gross charge-offs for the period ended | | $ | — | | $ | — | | $ | 3 | | $ | — | | $ | — | | $ | 202 | | $ | — | | $ | 205 |
2116
| | | | | | | | | | | | | | | | | | |
| | December 31, 2022 | ||||||||||||||||
| | Recorded Investment | | Allowance for Loan Losses | ||||||||||||||
| | Individually | | Collectively | | | | | Individually | | Collectively | | | | ||||
(dollars in thousands) |
| Evaluated |
| Evaluated |
| Total |
| Evaluated |
| Evaluated |
| Total | ||||||
Commercial | | |
|
| |
|
| |
| | | | | | | | | |
Commercial and industrial | | $ | 1,313 | | $ | 582,563 | | $ | 583,876 | | $ | 275 | | $ | 8,883 | | $ | 9,158 |
Real estate construction | |
| 262 | |
| 97,548 | |
| 97,810 | | | 97 | | | 1,349 | | | 1,446 |
Commercial real estate | |
| 1,472 | |
| 880,198 | |
| 881,670 | | | 582 | | | 12,106 | | | 12,688 |
Total commercial | |
| 3,047 | |
| 1,560,309 | |
| 1,563,356 | | | 954 | | | 22,338 | | | 23,292 |
Consumer | |
|
| |
|
| |
|
| | | | | | | | | |
Residential real estate first mortgage | |
| 535 | |
| 679,016 | |
| 679,551 | | | — | | | 5,769 | | | 5,769 |
Residential real estate junior lien | |
| 184 | | | 150,295 | |
| 150,479 | | | — | | | 1,289 | | | 1,289 |
Other revolving and installment | |
| 1 | |
| 50,607 | |
| 50,608 | | | — | | | 528 | | | 528 |
Total consumer | |
| 720 | |
| 879,918 | |
| 880,638 | | | — | | | 7,586 | | | 7,586 |
Unallocated | | | — | | | — | | | — | | | — | | | — | | | 268 |
Total loans | | $ | 3,767 | | $ | 2,440,227 | | $ | 2,443,994 | | $ | 954 | | $ | 29,924 | | $ | 31,146 |
The following table presents the amortized cost basis of collateral dependent loans, by the primary collateral type, which are individually evaluated to determine expected credit losses, and the related ACL allocated to these loans, as of June 30, 2023:
| | | | | | | | | | | | | | | |
| | As of June 30, 2023 | |||||||||||||
| | Primary Type of Collateral | |||||||||||||
| | | | | | | | | | | | | | Allowance for | |
(dollars in thousands) | | Real estate | | Equipment | | Other | | Total | | Credit Losses | |||||
Commercial | | | | | | | | | | | | | | | |
Commercial and industrial | | $ | — | | $ | 188 | | $ | — | | $ | 188 | | $ | 68 |
Commercial real estate | | | — | | | — | | | — | | | — | | | — |
Total commercial | | | — | | | 188 | | | — | | | 188 | | | 68 |
Consumer | | | | | | | | | | | | | | | |
Residential real estate first mortgage | | | 299 | | | — | | | — | | | 299 | | | 5 |
Residential real estate junior lien | | | 500 | | | — | | | — | | | 500 | | | — |
Other revolving and installment | | | — | | | — | | | 6 | | | 6 | | | 6 |
Total consumer | | | 799 | | | — | | | 6 | | | 805 | | | 11 |
Total loans | | $ | 799 | | $ | 188 | | $ | 6 | | $ | 993 | | $ | 79 |
22
Pre-ASC 326 Adoption impaired loan disclosures
The table below summarizes key information on impaired loans as of December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Revolving | | | | |
(dollars in thousands) |
| Term Loans Amortized Cost Basis by Origination Year | | Loans Amortized | | | | |||||||||||||||||
As of December 31, 2023 | | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | Prior | | Cost Basis | | Total | ||||||||
Commercial and industrial | | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Pass | | $ | 197,533 | | $ | 89,090 | | $ | 67,691 | | $ | 64,272 | | $ | 34,603 | | $ | 15,053 | | $ | 100,239 | | $ | 568,481 |
Special mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Substandard | | | 464 | | | 4,844 | | | 236 | | | 6,328 | | | 94 | | | 2,513 | | | 15,361 | | | 29,840 |
Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Subtotal | | $ | 197,997 | | $ | 93,934 | | $ | 67,927 | | $ | 70,600 | | $ | 34,697 | | $ | 17,566 | | $ | 115,600 | | $ | 598,321 |
Gross charge-offs for the period ended | | $ | 39 | | $ | — | | $ | 49 | | $ | 11 | | $ | 247 | | $ | 90 | | $ | — | | $ | 436 |
Real estate construction | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | $ | 29,902 | | $ | 57,944 | | $ | 14,326 | | $ | 122 | | $ | — | | $ | 952 | | $ | 121 | | $ | 103,367 |
Special mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Substandard | | | — |
| | 20,667 |
| | — |
| | — |
| | — |
| | — | | | — |
| | 20,667 |
Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Subtotal | | $ | 29,902 | | $ | 78,611 | | $ | 14,326 | | $ | 122 | | $ | — | | $ | 952 | | $ | 121 | | $ | 124,034 |
Gross charge-offs for the period ended | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — |
Commercial real estate | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | $ | 272,261 | | $ | 265,549 | | $ | 142,027 | | $ | 153,796 | | $ | 116,861 | | $ | 159,454 | | $ | 7,794 | | $ | 1,117,742 |
Special mention | | | — | | | — | | | — | | | — | | | — | | | 262 | | | — | | | 262 |
Substandard | | | — | | | 587 | | | 2,872 | | | — | | | 3,690 | | | 1,759 | | | — |
| | 8,908 |
Doubtful | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Subtotal | | $ | 272,261 | | $ | 266,136 | | $ | 144,899 | | $ | 153,796 | | $ | 120,551 | | $ | 161,475 | | $ | 7,794 | | $ | 1,126,912 |
Gross charge-offs for the period ended | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — |
Residential real estate first mortgage | | | | | | | | | | | | | | | | | | | | | | | | |
Performing | | $ | 72,180 | | $ | 207,177 | | $ | 218,719 | | $ | 108,100 | | $ | 33,102 | | $ | 87,212 | | $ | 284 | | $ | 726,774 |
Nonperforming | | | — | | | — | | | — | | | — | | | — | | | 105 | | | — | | | 105 |
Subtotal | | $ | 72,180 | | $ | 207,177 | | $ | 218,719 | | $ | 108,100 | | $ | 33,102 | | $ | 87,317 | | $ | 284 | | $ | 726,879 |
Gross charge-offs for the period ended | | $ | — | | $ | — | | $ | 9 | | $ | — | | $ | — | | $ | 40 | | $ | — | | $ | 49 |
Residential real estate junior lien | | | | | | | | | | | | | | | | | | | | | | | | |
Performing | | $ | 18,408 | | $ | 15,655 | | $ | 5,946 | | $ | 4,857 | | $ | 1,769 | | $ | 5,280 | | $ | 100,438 | | $ | 152,353 |
Nonperforming | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,781 | | | 1,781 |
Subtotal | | $ | 18,408 | | $ | 15,655 | | $ | 5,946 | | $ | 4,857 | | $ | 1,769 | | $ | 5,280 | | $ | 102,219 | | $ | 154,134 |
Gross charge-offs for the period ended | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 77 | | $ | — | | $ | 77 |
Other revolving and installment | | | | | | | | | | | | | | | | | | | | | | | | |
Performing | | $ | 5,320 | | $ | 6,395 | | $ | 980 | | $ | 4,489 | | $ | 1,554 | | $ | 952 | | $ | 9,613 | | $ | 29,303 |
Nonperforming | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Subtotal | | $ | 5,320 | | $ | 6,395 | | $ | 980 | | $ | 4,489 | | $ | 1,554 | | $ | 952 | | $ | 9,613 | | $ | 29,303 |
Gross charge-offs for the period ended | | $ | 4 | | $ | 2 | | $ | — | | $ | 31 | | $ | 6 | | $ | 8 | | $ | — | | $ | 51 |
Total loans | | $ | 596,068 | | $ | 667,908 | | $ | 452,797 | | $ | 341,964 | | $ | 191,673 | | $ | 273,542 | | $ | 235,631 | | $ | 2,759,583 |
Gross charge-offs for the period ended | | $ | 43 | | $ | 2 | | $ | 58 | | $ | 42 | | $ | 253 | | $ | 215 | | $ | — | | $ | 613 |
| | | | | | | | | |
| | December 31, 2022 | |||||||
| | Recorded | | Unpaid | | Related | |||
(dollars in thousands) |
| Investment |
| Principal |
| Allowance | |||
Impaired loans with a valuation allowance | | | | | | | | | |
Commercial and industrial | | $ | 675 | | $ | 711 | | $ | 275 |
Real estate construction | | | 262 | | | 440 | | | 97 |
Commercial real estate | |
| 896 | |
| 900 | |
| 582 |
Residential real estate first mortgage | | | — | | | — | | | — |
Total impaired loans with a valuation allowance | | | 1,833 | | | 2,051 | | | 954 |
Impaired loans without a valuation allowance |
| |
|
| |
|
| |
|
Commercial and industrial | | | 638 | | | 767 | | | — |
Real estate construction | | | — | | | — | | | — |
Commercial real estate | | | 576 | |
| 660 | |
| — |
Residential real estate first mortgage | | | 535 | |
| 573 | |
| — |
Residential real estate junior lien | | | 184 | |
| 218 | |
| — |
Other revolving and installment | | | 1 | |
| 1 | |
| — |
Total impaired loans without a valuation allowance | | | 1,934 | | | 2,219 | | | — |
Total impaired loans | | |
| |
|
| |
|
|
Commercial and industrial | | | 1,313 | | | 1,478 | | | 275 |
Real estate construction | | | 262 | | | 440 | | | 97 |
Commercial real estate | |
| 1,472 | |
| 1,560 | |
| 582 |
Residential real estate first mortgage | | | 535 | | | 573 | | | — |
Residential real estate junior lien | |
| 184 | |
| 218 | |
| — |
Other revolving and installment | |
| 1 | |
| 1 | |
| — |
Total impaired loans | | $ | 3,767 | | $ | 4,270 | | $ | 954 |
Past Due and Nonaccrual Loans
The Company closely monitors the performance of its loan portfolio. A loan is placed on nonaccrual status when the financial condition of the borrower is deteriorating, payment in full of both principal and interest is not expected as scheduled or principal or interest has been in default for 90 days or more. Exceptions may be made if the asset is secured by collateral sufficient to satisfy both the principal and accrued interest in full and collection is reasonably assured. When one loan to a borrower is placed on nonaccrual status, all other loans to the borrower are re-evaluated to determine if they should also be placed on nonaccrual status. All previously accrued and unpaid interest is reversed at that time. A loan will return to accrual when collection of principal and interest is assured and the borrower has demonstrated timely payments of principal and interest for a reasonable period, generally at least six months.
2317
The following tables present a past due aging analysis of total loans outstanding, by portfolio segment, as of March 31, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | |
| | March 31, 2024 | ||||||||||||||||
| | | | | | | | | | | 90 Days | | | | | | | |
| | Accruing | | 30 - 59 Days | | 60 - 89 Days | | or More | | | | | Total | |||||
(dollars in thousands) |
| Current |
| Past Due |
| Past Due |
| Past Due |
| Nonaccrual |
| Loans | ||||||
Commercial |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Commercial and industrial | | $ | 605,573 | | $ | 593 | | $ | 43 | | $ | — | | $ | 5,486 | | $ | 611,695 |
Real estate construction | |
| 125,966 | |
| — | |
| — | |
| — | |
| — | |
| 125,966 |
Commercial real estate | |
| 1,151,672 | |
| 474 | |
| — | |
| — | |
| 802 | |
| 1,152,948 |
Total commercial | |
| 1,883,211 | |
| 1,067 | |
| 43 | |
| — | |
| 6,288 | |
| 1,890,609 |
Consumer | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential real estate first mortgage | |
| 717,046 | |
| 4,478 | |
| — | |
| — | | | 627 | |
| 722,151 |
Residential real estate junior lien | |
| 155,919 | |
| 509 | |
| 25 | |
| — | |
| 429 | |
| 156,882 |
Other revolving and installment | |
| 29,735 | |
| 64 | |
| 33 | |
| — | |
| 1 | |
| 29,833 |
Total consumer | |
| 902,700 | |
| 5,051 | |
| 58 | |
| — | |
| 1,057 | |
| 908,866 |
Total loans | | $ | 2,785,911 | | $ | 6,118 | | $ | 101 | | $ | — | | $ | 7,345 | | $ | 2,799,475 |
| | | | | | | | | | | | | | | | | | |
| | December 31, 2023 | ||||||||||||||||
| | | | | | | | | | | 90 Days | | | | | | | |
| | Accruing | | 30 - 59 Days | | 60 - 89 Days | | or More | | | | | Total | |||||
(dollars in thousands) |
| Current |
| Past Due |
| Past Due |
| Past Due |
| Nonaccrual |
| Loans | ||||||
Commercial | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Commercial and industrial | | $ | 590,663 | | $ | 924 | | $ | — | | $ | 139 | | $ | 6,595 | | $ | 598,321 |
Real estate construction | |
| 124,034 | |
| — | |
| — | |
| — | |
| — | |
| 124,034 |
Commercial real estate | |
| 1,125,669 | |
| 128 | |
| — | |
| — | |
| 1,115 | |
| 1,126,912 |
Total commercial | |
| 1,840,366 | |
| 1,052 | |
| — | |
| 139 | |
| 7,710 | |
| 1,849,267 |
Consumer | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential real estate first mortgage | |
| 724,786 | |
| 901 | |
| 554 | |
| — | | | 638 | |
| 726,879 |
Residential real estate junior lien | |
| 153,220 | |
| 666 | |
| — | |
| — | |
| 248 | |
| 154,134 |
Other revolving and installment | |
| 29,086 | |
| 170 | |
| 47 | |
| — | |
| — | |
| 29,303 |
Total consumer | |
| 907,092 | |
| 1,737 | |
| 601 | |
| — | |
| 886 | |
| 910,316 |
Total loans | | $ | 2,747,458 | | $ | 2,789 | | $ | 601 | | $ | 139 | | $ | 8,596 | | $ | 2,759,583 |
In calculating expected credit losses, the Company includes loans on nonaccrual status and loans 90 days or more past due and still accruing. The following table below presents the average recorded investment in impairedamortized cost basis on nonaccrual status loans and interest income for the threeloans 90 days or more past due and six months ended June 30, 2022:still accruing as of March 31, 2024 and December 31, 2023:
| | | | | | |
| | Three months ended June 30, | ||||
| | 2022 | ||||
| | Average | | | | |
| | Recorded | | Interest | ||
(dollars in thousands) |
| Investment |
| Income | ||
Impaired loans with a valuation allowance | | | | | | |
Commercial and industrial | | $ | 1,018 | | $ | 2 |
Commercial real estate | | | 176 | | | 2 |
Other revolving and installment | | | 75 | | | — |
Total impaired loans with a valuation allowance | | | 1,269 | | | 4 |
Impaired loans without a valuation allowance |
| | | | | |
Commercial and industrial | | | 761 | | | — |
Commercial real estate | | | 629 | | | — |
Residential real estate first mortgage | | | 1,962 | | | — |
Residential real estate junior lien | | | 196 | | | — |
Other revolving and installment | | | — | | | — |
Total impaired loans without a valuation allowance | | | 3,548 | | | — |
Total impaired loans | | | | | | |
Commercial and industrial | | | 1,779 | | | 2 |
Commercial real estate | | | 805 | | | 2 |
Residential real estate first mortgage | | | 1,962 | | | — |
Residential real estate junior lien | | | 196 | | | — |
Other revolving and installment | | | 75 | | | — |
Total impaired loans | | $ | 4,817 | | $ | 4 |
| | | | | | |
| | Six Months Ended June 30, | ||||
| | 2022 | ||||
| | Average | | | | |
| | Recorded | | Interest | ||
(dollars in thousands) |
| Investment |
| Income | ||
Impaired loans with a valuation allowance | |
|
| |
|
|
Commercial and industrial | | $ | 1,156 | | $ | 6 |
Commercial real estate | |
| 177 | |
| 3 |
Other revolving and installment | |
| 157 | |
| — |
Total impaired loans with a valuation allowance | | | 1,490 | | | 9 |
Impaired loans without a valuation allowance | | |
|
| |
|
Commercial and industrial | | | 761 | | | — |
Commercial real estate | |
| 629 | |
| — |
Residential real estate first mortgage | |
| 1,953 | |
| — |
Residential real estate junior lien | |
| 198 | | | — |
Total impaired loans without a valuation allowance | | | 3,541 | | | — |
Total impaired loans | |
|
| |
|
|
Commercial and industrial | | | 1,917 | | | 6 |
Commercial real estate | |
| 806 | |
| 3 |
Residential real estate first mortgage | |
| 1,953 | |
| — |
Residential real estate junior lien | |
| 198 | |
| — |
Other revolving and installment | |
| 157 | |
| — |
Total impaired loans | | $ | 5,031 | | $ | 9 |
| | | | | | | | | |
| | As of March 31, 2024 | |||||||
| | | | | | | 90 Days | ||
| | Nonaccrual | | | | | or More | ||
| | with no Allowance | | | | | Past Due | ||
(dollars in thousands) | | for Credit Losses | | Nonaccrual | | and Accruing | |||
Commercial | | | | | | | | | |
Commercial and industrial | | $ | 69 | | $ | 5,486 | | $ | — |
Real estate construction | | | — | | | — | | | — |
Commercial real estate | | | 95 | | | 802 | | | — |
Total commercial | | | 164 | | | 6,288 | | | — |
Consumer | | | | | | | | | |
Residential real estate first mortgage | | | 621 | | | 627 | | | — |
Residential real estate junior lien | | | 429 | | | 429 | | | — |
Other revolving and installment | | | — | | | 1 | | | — |
Total consumer | | | 1,050 | | | 1,057 | | | — |
Total loans | | $ | 1,214 | | $ | 7,345 | | $ | — |
2418
| | | | | | | | | |
| | December 31, 2023 | |||||||
| | | | | | | 90 Days | ||
| | Nonaccrual | | | | | or More | ||
| | with no Allowance | | | | | Past Due | ||
(dollars in thousands) | | for Credit Losses | | Nonaccrual | | and Accruing | |||
Commercial | | | | | | | | | |
Commercial and industrial | | $ | 79 | | $ | 6,595 | | $ | 139 |
Real estate construction | | | — | | | — | | | — |
Commercial real estate | | | 95 | | | 1,115 | | | — |
Total commercial | | | 174 | | | 7,710 | | | 139 |
Consumer | | | | | | | | | |
Residential real estate first mortgage | | | 632 | | | 638 | | | — |
Residential real estate junior lien | | | 185 | | | 248 | | | — |
Other revolving and installment | | | — | | | — | | | — |
Total consumer | | | 817 | | | 886 | | | — |
Total loans | | $ | 991 | | $ | 8,596 | | $ | 139 |
Interest income that would have been recognized if loans on nonaccrual status had been current in accordance with their original terms for the three months ended March 31, 2024 and 2023, is estimated to have been $651 thousand and $38 thousand, respectively.
The Company’s policy is to reverse previously recorded interest income when a loan is placed on nonaccrual status. As a result, the Company did not record any interest income on its nonaccrual loans for the three months ended March 31, 2024 and 2023. At March 31, 2024 and December 31, 2023, total accrued interest receivable on loans, which had been excluded from reported amortized cost basis on loans, was $12.3 million and $12.2 million, respectively, and was reported within accrued interest receivable on the consolidated statements of condition. An allowance was not carried on the accrued interest receivable at either date.
In cases where a borrower experiences financial difficulty, the Company may make certain concessions for which the terms of the loan are modified. Loans experiencing financial difficulty can include modifications for an interest rate reduction below current market rates, a forgiveness of principal balance, an extension of the loan term, an-other than significant payment delay, or some combination of similar types of modifications. During the three months ended March 31, 2024 and 2023, the Company did not provide any modifications to loans under these circumstances that were experiencing financial difficulty.
The following tables present the amortized cost basis of collateral dependent loans, by the primary collateral type, which are individually evaluated to determine expected credit losses, and the related ACL allocated to these loans, as of March 31, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | |
| | As of March 31, 2024 | |||||||||||||
| | Primary Type of Collateral | |||||||||||||
| | | | | | | | | | | | | | Allowance for | |
(dollars in thousands) | | Real estate | | Equipment | | Other | | Total | | Credit Losses | |||||
Commercial | | | | | | | | | | | | | | | |
Commercial and industrial | | $ | 5,070 | | $ | — | | $ | — | | $ | 5,070 | | $ | 2,280 |
Commercial real estate | | | 515 | | | — | | | 40 | | | 555 | | | 366 |
Total commercial | | | 5,585 | | | — | | | 40 | | | 5,625 | | | 2,646 |
Consumer | | | | | | | | | | | | | | | |
Residential real estate first mortgage | | | 627 | | | — | | | — | | | 627 | | | 3 |
Residential real estate junior lien | | | 429 | | | — | | | 1 | | | 430 | | | — |
Total consumer | | | 1,056 | | | — | | | 1 | | | 1,057 | | | 3 |
Total loans | | $ | 6,641 | | $ | — | | $ | 41 | | $ | 6,682 | | $ | 2,649 |
19
| | | | | | | | | | | | | | | |
| | As of December 31, 2023 | |||||||||||||
| | Primary Type of Collateral | |||||||||||||
| | | | | | | | | | | | | | Allowance for | |
(dollars in thousands) | | Real estate | | Equipment | | Other | | Total | | Credit Losses | |||||
Commercial | | | | | | | | | | | | | | | |
Commercial and industrial | | $ | 6,124 | | $ | — | | $ | — | | $ | 6,124 | | $ | 2,384 |
Real estate construction | | | — | | | — | | | — | | | — | | | — |
Commercial real estate | | | 695 | | | — | | | 96 | | | 791 | | | 601 |
Total commercial | | | 6,819 | | | — | | | 96 | | | 6,915 | | | 2,985 |
Consumer | | | | | | | | | | | | | | | |
Residential real estate first mortgage | | | 638 | | | — | | | — | | | 638 | | | 3 |
Residential real estate junior lien | | | 134 | | | 22 | | | 93 | | | 249 | | | 6 |
Other revolving and installment | | | — | | | — | | | — | | | — | | | — |
Total consumer | | | 772 | | | 22 | | | 93 | | | 887 | | | 9 |
Total loans | | $ | 7,591 | | $ | 22 | | $ | 189 | | $ | 7,802 | | $ | 2,994 |
Collateral dependent loans are loans for which the repayment is expected to be provided substantially by the underlying collateral and there are no other available and reliable sources of repayment.
NOTE 5 Goodwill and Other Intangible Assets
The following table summarizes the carrying amount of goodwill, by segment, as of June 30, 2023March 31, 2024 and December 31, 2022:2023:
| | | | | | | | | | | | |
| | June 30, | | December 31, | | March 31, | | December 31, | ||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2024 |
| 2023 | ||||
Banking | | $ | 35,260 | | $ | 35,260 | | $ | 35,260 | | $ | 35,260 |
Retirement and benefit services | | | 11,827 | | | 11,827 | | | 11,523 | | | 11,523 |
Total goodwill | | $ | 47,087 | | $ | 47,087 | | $ | 46,783 | | $ | 46,783 |
Goodwill is evaluated for impairment on an annual basis, at a minimum, and more frequently when the economic environment warrants. The Company determined that there was no goodwill impairment as of June 30, 2023.March 31, 2024.
The gross carrying amount and accumulated amortization for each type of identifiable intangible asset, as of June 30, 2023March 31, 2024 and December 31, 2022,2023, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2023 | | December 31, 2022 | | March 31, 2024 | | December 31, 2023 | ||||||||||||||||||||||||||||
(dollars in thousands) |
| Gross Carrying Amount |
| Accumulated Amortization |
| Total |
| Gross Carrying Amount |
| Accumulated Amortization |
| Total |
| Gross Carrying Amount |
| Accumulated Amortization |
| Total |
| Gross Carrying Amount |
| Accumulated Amortization |
| Total | ||||||||||||
Identifiable customer intangibles | | $ | 41,423 | | $ | (27,944) | | $ | 13,479 | | $ | 41,423 | | $ | (25,927) | | $ | 15,496 | | $ | 41,423 | | $ | (30,967) | | $ | 10,456 | | $ | 41,423 | | $ | (29,959) | | $ | 11,464 |
Core deposit intangible assets | | | 7,592 | | | (1,265) | | | 6,327 | | | 7,592 | | | (633) | | | 6,959 | | | 7,592 | | | (2,214) | | | 5,378 | | | 7,592 | | | (1,898) | | | 5,694 |
Total intangible assets | | $ | 49,015 | | $ | (29,209) | | $ | 19,806 | | $ | 49,015 | | $ | (26,560) | | $ | 22,455 | | $ | 49,015 | | $ | (33,181) | | $ | 15,834 | | $ | 49,015 | | $ | (31,857) | | $ | 17,158 |
Amortization of intangible assets was $1.3 million and $1.1 million for both the three months ended June 30, 2023March 31, 2024 and 2022. Amortization of intangible assets was $2.6 million and $2.1 million for the six months ended June 30, 2023 and 2022, respectively.2023.
NOTE 6 Loan Servicing
Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of loans serviced for others totaled $367.8$185.7 million and $357.2$190.0 million as of June 30, 2023March 31, 2024 and December 31, 2022,2023, respectively. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors and collection and foreclosure processing. Loan servicing income is recorded on an accrual basis and includes servicing fees from investors and certain charges collected from borrowers, such as late payment fees, and is net of fair value adjustments to capitalized mortgage servicing rights.
The following table summarizes the Company’s activity related to servicing rights for the three and six months ended June 30, 2023 and 2022:
| | | | | | | | | | | | |
|
| Three months ended |
| Six months ended | ||||||||
| | June 30, | | June 30, | ||||||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||
Balance, beginning of period | | $ | 2,421 | | $ | 1,771 | | $ | 2,643 | | $ | 1,880 |
Additions | | | 20 | | | 13 | |
| 23 | |
| 17 |
Amortization | | | (134) | | | (96) | |
| (318) | |
| (256) |
Fair value adjustments | | | 44 | | | 376 | |
| 3 | |
| 423 |
Balance, end of period | | $ | 2,351 | | $ | 2,064 | | $ | 2,351 | | $ | 2,064 |
2520
The following is a summary of key data and assumptions used in the valuation of servicing rights as of June 30, 2023 and December 31, 2022. Increases or decreases in any one of these assumptions would result in lower or higher fair value measurements.
| | | | | | | |
|
| June 30, |
| December 31, |
| ||
(dollars in thousands) | | 2023 | | 2022 | | ||
Fair value of servicing rights | | $ | 2,351 | | $ | 2,643 | |
Weighted-average remaining term, years | |
| 19.0 | |
| 20.5 | |
Prepayment speeds | |
| 6.1 | % |
| 6.9 | % |
Discount rate | |
| 11.0 | % |
| 10.5 | % |
The following table summarizes the Company’s activity related to servicing rights for the three months ended March 31, 2024 and 2023:
| | | | | | |
|
| Three months ended | ||||
| | March 31, | ||||
(dollars in thousands) |
| 2024 |
| 2023 | ||
Servicing Assets: | | | | | | |
Balance at beginning of year | | $ | 2,052 | | $ | 2,643 |
Additions (1) | |
| 260 | |
| 261 |
Amortization (2) | |
| (89) | |
| (183) |
Balance at end of year | | | 2,223 | | | 2,721 |
Less valuation reserve (3) | |
| (240) | |
| (300) |
Balance at end of year, net of valuation reserve | | $ | 1,983 | | $ | 2,421 |
Fair value, beginning of year | | $ | 2,062 | | $ | 2,314 |
Fair value, end of year | | $ | 2,083 | | $ | 2,236 |
(1) | Associated income was reported within mortgage banking income, net on the consolidated statements of income. |
(2) | Associated amortization expense was reported within other noninterest income on the consolidated statements of income. |
(3) | Associated valuation reserve was reported within mortgage and lending expenses on the consolidated statements of income. |
The following is a summary of key data and assumptions used in the valuation of servicing rights as of March 31, 2024 and December 31, 2023. Increases or decreases in any one of these assumptions would result in lower or higher fair value measurements.
| | | | | | | |
|
| March 31, |
| December 31, |
| ||
(dollars in thousands) | | 2024 | | 2023 | | ||
Fair value of servicing rights | | $ | 2,083 | | $ | 2,062 | |
Weighted-average remaining term, years | |
| 18.8 | |
| 18.8 | |
Prepayment speeds | |
| 6.2 | % |
| 6.2 | % |
Discount rate | |
| 11.1 | % |
| 11.1 | % |
NOTE 7 Leases
A lease is defined as a contract, or part of a contract, that conveys the right to control the use of an identified property, plant or equipment for a period of time in exchange for consideration. Substantially all of the leases in which the Company is the lessee are comprised of real property for offices and office equipment rentals with terms extending through 2032.2037. Portions of certain properties are subleased for terms extending through 2024. Substantially all of the Company’s leases are classified as operating leases. The Company has no existing finance leases.
21
The Company elected not to include short-term leases (i.e., leases with initial terms of twelve months or less), or equipment leases (deemed immaterial) on the consolidated financial statements. The following table presents the classification of the Company’s right-of-use, or ROU, assets and lease liabilities on the consolidated financial statements as of June 30, 2023March 31, 2024 and December 31, 2022:2023:
| | | | | | | | | | | | | | | | |
|
|
|
| June 30, |
| December 31, |
|
|
| March 31, |
| December 31, | ||||
(dollars in thousands) |
| |
| 2023 |
| 2022 |
| |
| 2024 |
| 2023 | ||||
Lease Right-of-Use Assets | | Classification | | | | | | | | Classification | | | | | | |
Operating lease right-of-use assets |
| Operating lease right-of-use assets | | $ | 6,440 | | $ | 5,419 |
| Operating lease right-of-use assets | | $ | 5,112 | | $ | 5,436 |
Lease Liabilities |
|
| |
| | |
|
|
|
| |
| | |
|
|
Operating lease liabilities |
| Operating lease liabilities | | $ | 6,746 | | $ | 5,902 |
| Operating lease liabilities | | $ | 5,420 | | $ | 5,751 |
The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. The Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term for the discount rate. For the Company’s only finance lease, the Company utilized its incremental borrowing rate at lease inception.
| | | | | | | | | | |
| | June 30, | | December 31, |
| | March 31, | | December 31, |
|
|
| 2023 |
| 2022 | |
| 2024 |
| 2023 | |
Weighted-average remaining lease term, years | | | | | | | | | | |
Operating leases |
| 4.5 | | 5.0 | |
| 7.4 | | 7.3 | |
Weighted-average discount rate |
| | |
| |
| | |
| |
Operating leases |
| 3.6 | % | 3.1 | % |
| 3.8 | % | 3.9 | % |
As the Company elected, for all classes of underlying assets, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities. Variable lease cost also includes payments for usage or maintenance of those capitalized equipment operating leases.
26
The following table presents lease costs and other lease information for the three and six months ended June 30, 2023March 31, 2024 and 2022:2023:
| | | | | | | | | | | | | | | | | | |
|
| Three months ended |
| Six months ended |
| Three months ended | ||||||||||||
| | June 30, | | June 30, | | March 31, | ||||||||||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2023 | | 2022 |
| 2024 | | 2023 | ||||||
Lease costs |
| | | | | |
| | | | |
|
| | | | |
|
Operating lease cost | | $ | 354 | | $ | 414 | | $ | 935 | | $ | 825 | | $ | 461 | | $ | 581 |
Variable lease cost | | | 474 | | | 150 | |
| 699 | |
| 363 | |
| 266 | |
| 225 |
Short-term lease cost | | | 39 | | | 43 | |
| 82 | |
| 88 | |
| 36 | |
| 43 |
Finance lease cost | | | | | | | |
|
| |
|
| |
|
| |
|
|
Interest on lease liabilities | | | — | | | 1 | |
| — | |
| 5 | |
| — | |
| — |
Amortization of right-of-use assets | | | — | | | 29 | |
| — | |
| 58 | |
| — | |
| — |
Sublease income | | | (60) | | | (59) | |
| (119) | |
| (116) | |
| (48) | |
| (60) |
Net lease cost | | $ | 807 | | $ | 578 | | $ | 1,597 | | $ | 1,223 | | $ | 715 | | $ | 789 |
Other information | | | | | | | | | | |
|
| | | | |
|
|
Cash paid for amounts included in the measurement of lease liabilities operating cash flows from operating leases | | $ | 474 | | $ | 393 | | $ | 953 | | $ | 784 | | $ | 460 | | $ | 479 |
Right-of-use assets obtained in exchange for new operating lease liabilities | | | 2,029 | | | — | | | 2,286 | | | — | | | 108 | | | 257 |
2722
Future minimum payments for finance and operating leases with initial or remaining terms of one year or more as of June 30, 2023March 31, 2024 were as follows:
| | | | | | |
| | Operating | | Operating | ||
(dollars in thousands) |
| Leases |
| Leases | ||
Twelve months ended | | | | | | |
June 30, 2024 | | $ | 1,861 | |||
June 30, 2025 | |
| 1,428 | |||
June 30, 2026 | |
| 1,158 | |||
June 30, 2027 | |
| 791 | |||
June 30, 2028 | |
| 408 | |||
March 31, 2025 | | $ | 1,641 | |||
March 31, 2025 | |
| 1,267 | |||
March 31, 2026 | |
| 1,088 | |||
March 31, 2027 | |
| 540 | |||
March 31, 2028 | |
| 335 | |||
Thereafter | |
| 2,135 | |
| 1,832 |
Total future minimum lease payments | | $ | 7,781 | | $ | 6,703 |
Amounts representing interest | |
| (1,035) | |
| (1,283) |
Total operating lease liabilities | | $ | 6,746 | | $ | 5,420 |
NOTE 8 Deposits
The components of deposits in the consolidated balance sheets as of June 30, 2023March 31, 2024 and December 31, 20222023 were as follows:
| | | | | | | | | | | | |
| | June 30, | | December 31, | | March 31, | | December 31, | ||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2024 |
| 2023 | ||||
Noninterest-bearing | | $ | 715,534 | | $ | 860,987 | | $ | 692,500 | | $ | 728,082 |
Interest-bearing | |
|
| |
|
| |
|
| |
|
|
Interest-bearing demand | |
| 753,194 | |
| 706,275 | |
| 938,751 | |
| 840,711 |
Savings accounts | |
| 93,557 | |
| 99,882 | |
| 82,727 | |
| 82,485 |
Money market savings | |
| 986,403 | |
| 1,035,981 | |
| 1,114,262 | |
| 1,032,771 |
Time deposits | |
| 304,167 | |
| 212,359 | |
| 456,729 | |
| 411,562 |
Total interest-bearing | |
| 2,137,321 | |
| 2,054,497 | |
| 2,592,469 | |
| 2,367,529 |
Total deposits | | $ | 2,852,855 | | $ | 2,915,484 | | $ | 3,284,969 | | $ | 3,095,611 |
Certificates of deposit in excess of $250,000 totaled $94.2$150.8 million and $51.1$121.8 million at June 30, 2023March 31, 2024 and December 31, 2022,2023, respectively.
NOTE 9 Short-Term Borrowings
Short-term borrowings at June 30, 2023March 31, 2024 and December 31, 20222023 consisted of the following:
| | | | | | | | | | | | |
| | June 30, | | December 31, | | March 31, | | December 31, | ||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2024 |
| 2023 | ||||
Fed funds purchased | | $ | 492,060 | | $ | 153,080 | | $ | — | | $ | 114,170 |
Bank Term Funding Program (1) | | | 355,000 | | | — | ||||||
FHLB short-term advances | |
| — | |
| 225,000 | |
| 200,000 | |
| 200,000 |
Total | | $ | 492,060 | | $ | 378,080 | | $ | 555,000 | | $ | 314,170 |
(1) | In the first quarter of 2024, the Company borrowed $355.0 million from the Bank Term Funding Program, or BTFP, for a period of up to one year at a fixed rate of 4.88%. Under the program, the Company may prepay this borrowing at any time without penalty and the borrowing is secured by the Company’s pledged collateral of investment securities. |
2823
The following table presents information related to short-term borrowings for the three and six months ended June 30, 2023 and 2022:
| | | | | | | |
| | Three months ended | | ||||
| | June 30, | | ||||
(dollars in thousands) |
| 2023 |
| 2022 | | ||
Fed funds purchased |
| | | | | | |
Balance as of end of period | | $ | 492,060 | | $ | 117,350 | |
Average daily balance | | | 360,033 | | | 81,506 | |
Maximum month-end balance | | | 492,060 | | | 117,350 | |
Weighted-average rate | | | | | | | |
During period | | | 5.31 | % | | 1.18 | % |
End of period | | | 5.35 | % | | 1.44 | % |
FHLB short-term advances | | | | | | | |
Balance as of end of period | | $ | — | | $ | 125,000 | |
Average daily balance | | | — | | | 9,615 | |
Maximum month-end balance | | | — | | | 125,000 | |
Weighted-average rate | | | | | | | |
During period | | | N/A | % | | 1.59 | % |
End of period | | | N/A | % | | 1.80 | % |
| | | | | | | |
| | Six months ended | | ||||
| | June 30, | | ||||
(dollars in thousands) |
| 2023 |
| 2022 | | ||
Fed funds purchased |
| | | | | | |
Balance as of end of period | | $ | 492,060 | | $ | 117,350 | |
Average daily balance | | | 325,303 | | | 40,978 | |
Maximum month-end balance | | | 492,060 | | | 117,350 | |
Weighted-average rate | | | | | | | |
During period | | | 5.10 | % | | 1.18 | % |
End of period | | | 5.35 | % | | 1.44 | % |
FHLB short-term advances | | | | | | | |
Balance as of end of period | | $ | — | | $ | 125,000 | |
Average daily balance | | | 39,779 | | | 4,834 | |
Maximum month-end balance | | | 225,000 | | | 125,000 | |
Weighted-average rate | | | | | | | |
During period | | | 4.69 | % | | 1.59 | % |
End of period | | | N/A | % | | 1.80 | % |
NOTE 10 Long-Term Debt
Long-term debt as of June 30, 2023March 31, 2024 and December 31, 20222023 consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2023 | | March 31, 2024 | ||||||||||||||||||||||||
| | | | | | | | | | Period End | | | | | | | | | | | | | | Period End | | | | |
| | Face | | Carrying | | | | Interest | | Maturity | | | | Face | | Carrying | | | | Interest | | Maturity | | | ||||
(dollars in thousands) |
| Value |
| Value |
| Interest Rate |
| Rate |
| Date |
| Call Date |
| Value |
| Value |
| Interest Rate |
| Rate |
| Date |
| Call Date | ||||
Subordinated notes payable | | $ | 50,000 | | $ | 50,000 | | Fixed | | 3.50 | % | 3/30/2031 | | 3/31/2026 | | $ | 50,000 | | $ | 50,000 | | Fixed | | 3.50 | % | 3/30/2031 | | 3/31/2026 |
Junior subordinated debenture (Trust I) | | | 4,124 | | | 3,560 |
| Three-month LIBOR + 3.10% | | 8.64 | % | 6/26/2033 |
| 6/26/2008 | | | 4,124 | | | 3,594 |
| Three-month CME SOFR + 0.26% + 3.10% | | 8.67 | % | 6/26/2033 |
| 6/26/2008 |
Junior subordinated debenture (Trust II) | |
| 6,186 | |
| 5,340 |
| Three-month LIBOR + 1.80% | | 7.35 | % | 9/15/2036 |
| 9/15/2011 | |
| 6,186 | |
| 5,391 |
| Three-month CME SOFR + 0.26% + 1.80% | | 7.39 | % | 9/15/2036 |
| 9/15/2011 |
Total long-term debt | | $ | 60,310 | | $ | 58,900 |
|
|
|
|
|
|
|
| | $ | 60,310 | | $ | 58,985 |
|
|
|
|
|
|
|
|
29
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 | | December 31, 2023 | ||||||||||||||||||||||||
| | | | | | | | | | Period End | | | | | | | | | | | | | | Period End | | | | |
| | Face | | Carrying | | | | Interest | | Maturity | | | | Face | | Carrying | | | | Interest | | Maturity | | | ||||
(dollars in thousands) |
| Value |
| Value |
| Interest Rate |
| Rate |
| Date |
| Call Date |
| Value |
| Value |
| Interest Rate |
| Rate |
| Date |
| Call Date | ||||
Subordinated notes payable | | $ | 50,000 | | $ | 50,000 |
| Fixed |
| 3.50 | % | 3/30/2031 |
| 3/31/2026 | | $ | 50,000 | | $ | 50,000 |
| Fixed |
| 3.50 | % | 3/30/2031 |
| 3/31/2026 |
Junior subordinated debenture (Trust I) | |
| 4,124 | |
| 3,537 |
| Three-month LIBOR + 3.10% | | 7.82 | % | 6/26/2033 |
| 6/26/2008 | |
| 4,124 | |
| 3,583 |
| Three-month CME SOFR + 0.26% + 3.10% | | 8.72 | % | 6/26/2033 |
| 6/26/2008 |
Junior subordinated debenture (Trust II) | |
| 6,186 | |
| 5,306 |
| Three-month LIBOR + 1.80% | | 6.57 | % | 9/15/2036 |
| 9/15/2011 | |
| 6,186 | |
| 5,373 |
| Three-month CME SOFR + 0.26% + 1.80% | | 7.45 | % | 9/15/2036 |
| 9/15/2011 |
Total long-term debt | | $ | 60,310 | | $ | 58,843 |
|
|
|
|
|
|
|
| | $ | 60,310 | | $ | 58,956 |
|
|
|
|
|
|
|
|
NOTE 11 Financial Instruments with Off-Balance Sheet RiskCommitments and Contingencies
Commitments
In the normal course of business, the Company has outstanding commitments and contingent liabilities, such as commitments to extend credit and standby letters of credit, which are not included in the accompanying consolidated financial statements. The Company exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making such commitments as it does for instruments that are included in the statements of financial condition.
A summary of the contractual amounts of the Company’s exposure to off-balance sheet risk as of June 30, 2023March 31, 2024 and December 31, 2022,2023, respectively, was as follows:
| | | | | | | | | | | | |
| | June 30, | | December 31, | | March 31, | | December 31, | ||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2024 |
| 2023 | ||||
Commitments to extend credit | | $ | 786,451 | | $ | 806,431 | | $ | 916,200 | | $ | 942,413 |
Standby letters of credit | |
| 9,784 | |
| 13,089 | |
| 12,755 | |
| 10,045 |
Total | | $ | 796,235 | | $ | 819,520 | | $ | 928,955 | | $ | 952,458 |
The Company hadestablishes an allowance for loan lossesACL on unfunded commitments, except those that are unconditionally cancellable by the Company. As of $3.2 million as ofMarch 31, 2024 and December 31, 2022. Upon2023, the adoption ofACL on unfunded commitments was $6.6 million and $7.4 million, respectively. The ACL on unfunded commitments was presented within accrued expenses and other liabilities on the CECL accounting standard, the Company recorded an additional $1.9 million reserve for unfunded commitments.consolidated balance sheet. For the sixthree months ending June 30,ended March 31, 2024 and 2023, the Company recorded an additional $44 thousand in provision (recovery) for credit losses on unfunded commitments for a totalwas ($794) thousand and $230 thousand, respectively.
24
Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each client’s creditworthiness on a case by case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income producing commercial properties.
The Company was not required to perform on any financial guarantees and did not incur any losses on its commitments during the past two years.
The Company utilizes standby letters of credit issued by either the FHLB or the Bank of North Dakota to secure public unit deposits. The Company had no letters of credit outstanding with the FHLB as of June 30, 2023March 31, 2024 or December 31, 2022.2023. With the Bank of North Dakota, the Company had a no letters of credit outstanding in the amount of $200.0 million and $182.0 million as of June 30, 2023March 31, 2024 and December 31, 2022.2023, respectively. Letters of credit with the Bank of North Dakota were collateralized by loans pledged to the Bank of North Dakota in the amount of $230.3$460.9 million and $215.5$454.6 million as of June 30, 2023March 31, 2024 and December 31, 2022,2023, respectively.
Legal Contingencies
In the normal course of business, the Company and its subsidiaries are subject to pending and threatened litigation, claims investigations and legal and administrative cases and proceedings. Although the Company is not able to predict the outcome of such actions, after reviewing pending and threatened actions with counsel, management believes that, based on the information currently available, the outcome of such actions, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial statements.
Reserves are established for legal claims only when losses associated with the claims are judged to be probable, and the loss can be reasonably estimated. Assessments of litigation exposure are difficult because they involve inherently unpredictable factors including, but not limited to: whether the proceeding is in the early stages; whether damages are unspecified, unsupported or uncertain; whether there is a potential for punitive or other pecuniary damages; whether the matter involves legal uncertainties, including novel issues of law; whether the matter involves multiple parties and/or jurisdictions; whether discovery has begun or is not complete; whether meaningful settlement discussions have commenced; and whether the lawsuit involves class allegations. In many lawsuits and arbitrations, it is not possible to determine whether a liability has been incurred or to estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case a reserve will not be recognized until that time. Assessments of class action litigation, which is generally more complex than other types of litigation, are particularly difficult, especially in the early stages of the proceeding when it is not known whether a class will be certified or how a potential class, if certified, will be defined. As a result, the Company may be unable to estimate reasonably possible losses with respect to every litigation matter it faces.
The Company did not have any material loss contingencies that were provided for and/or that are required to be disclosed as of March 31, 2024 and December 31, 2023, respectively.
3025
NOTE 12 Share-Based Compensation
On May 6, 2019, the Company’s stockholders approved the Alerus Financial Corporation 2019 Equity Incentive Plan. This plan givesallows the compensation committee the ability to grant a wide variety of equity awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, and cash incentive awards in such forms and amounts as it deems appropriate to accomplish the goals of the plan. Since inception, all awards issued under the plan have been restricted stock and restricted stock units. Any shares subject to an award that is cancelled, forfeited, or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the plan. However, shares subject to an award shall not again be made available for issuance or delivery under the plan if such shares are (a) tendered in payment of the exercise price of a stock option, (b) delivered to, or withheld by, the Company to satisfy any tax withholding obligation, or (c) covered by a stock-settled stock appreciation right or other awards andthat were not issued upon the settlement of the award. Restricted stock units issued do not participate in dividends and recipients are not entitled to vote these restricted stock units until shares of the Company’s common stock are delivered after vesting of the restricted stock units. Shares vest, become exercisable and contain such other terms and conditions as determined by the compensation committee and set forth in individual agreements with the participant receiving the award. Awards issued to Company directors are not subject to any service requirements and vest immediately. The plan authorizes the issuance of up to 1,100,000 shares of common stock. As of June 30, 2023, 810,277March 31, 2024, 716,917 shares of common stock are still available for issuance under the plan.
The compensation expense relating to awards under these plans was $656$593 thousand and $663$159 thousand for the three months ended June 30,March 31, 2024 and 2023, and 2022. The compensation expense relating to awards under these plans was $815 thousand and $1.0 million for the six months ended June 30, 2023 and 2022, respectively.
The following table presents the activity in the stock plans for the sixthree months ended June 30, 2023March 31, 2024 and 2022:2023:
| | | | | | | | | | | | | | | | | | | | |
| | Six months ended June 30, | | Three months ended March 31, | ||||||||||||||||
| | 2023 | | 2022 | | 2024 | | 2023 | ||||||||||||
| | | | Weighted- | | | | Weighted- | | | | Weighted- | | | | Weighted- | ||||
| | |
| Average Grant | | | | Average Grant | | |
| Average Grant | | | | Average Grant | ||||
|
| Awards |
| Date Fair Value |
| Awards |
| Date Fair Value |
| Awards |
| Date Fair Value |
| Awards |
| Date Fair Value | ||||
Restricted Stock and Restricted Stock Unit Awards |
| |
| | | | |
| | |
| |
| | | | |
| | |
Outstanding at beginning of period |
| 238,929 |
| $ | 23.66 | | 260,850 |
| $ | 21.04 |
| 231,657 |
| $ | 22.96 | | 238,929 |
| $ | 23.66 |
Granted |
| 82,810 |
| | 20.85 | | 94,592 |
| | 19.01 |
| 60,976 |
| | 21.83 | | 82,810 |
| | 20.85 |
Vested |
| (91,867) |
| | 21.29 | | (107,113) |
| | 19.19 |
| (38,149) |
| | 26.05 | | (91,867) |
| | 21.29 |
Forfeited or cancelled |
| (22,204) |
| | 21.39 | | (10,624) |
| | 23.71 |
| — |
| | — | | (22,204) |
| | 21.39 |
Outstanding at end of period | | 207,668 | | $ | 23.83 | | 237,705 | | $ | 20.95 | | 254,484 | | $ | 22.18 | | 207,668 | | $ | 23.83 |
As of June 30, 2023,March 31, 2024, there was $3.0$3.6 million of unrecognized compensation expense related to non-vested awards granted under the plans. The expense is expected to be recognized over a weighted-average period of 2.52.4 years.
NOTE 13 Income Taxes
The components of income tax expense (benefit) for the three and six months ended June 30,March 31, 2024 and 2023 and 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | ||
| | Three months ended June 30, | | | Three months ended March 31, | | ||||||||||||||||||
| | 2023 | | | 2022 | | | 2024 | | | 2023 | | ||||||||||||
|
| | |
| Percent of |
|
| | |
| Percent of |
|
| | |
| Percent of |
|
| | |
| Percent of |
|
(dollars in thousands) | | Amount | | Pretax Income |
| | Amount | | Pretax Income |
| | Amount | | Pretax Income |
| | Amount | | Pretax Income |
| ||||
Taxes at statutory federal income tax rate | | $ | 2,444 |
| 21.0 | % | | $ | 2,524 |
| 21.0 | % | | $ | 1,790 |
| 21.0 | % | | $ | 2,203 |
| 21.0 | % |
Tax effect of: | | | |
| | | | |
| | | | | |
| | | | |
| | | ||
Tax exempt income | | | (156) |
| (1.3) | % | | (122) |
| (1.0) | % | | | (229) |
| (2.7) | % | | (144) |
| (1.4) | % | ||
State income taxes, net of federal benefits | | | 485 | | 4.1 | % | | 531 | | 4.4 | % | | | 413 | | 4.8 | % | | 461 | | 4.4 | % | ||
Nondeductible items and other | | | (238) |
| (2.0) | % | | | (208) |
| (1.7) | % | | | 117 |
| 1.4 | % | | | (214) |
| (2.0) | % |
Applicable income taxes | | $ | 2,535 | | 21.8 | % | | $ | 2,725 | | 22.7 | % | | $ | 2,091 | | 24.5 | % | | $ | 2,306 | | 22.0 | % |
3126
| | | | | | | | | | | | |
| | Six months ended June 30, | | |||||||||
| | 2023 | | | 2022 | | ||||||
|
| | |
| Percent of |
|
| | |
| Percent of |
|
(dollars in thousands) | | Amount | | Pretax Income |
| | Amount | | Pretax Income |
| ||
Taxes at statutory federal income tax rate | | $ | 4,648 |
| 21.0 | % | | $ | 5,269 |
| 21.0 | % |
Tax effect of: | |
|
|
|
| | |
|
|
|
| |
Tax exempt income | |
| (300) |
| (1.4) | % | |
| (239) |
| (1.0) | % |
State income taxes, net of federal benefits | |
| 946 |
| 4.3 | % | |
| 1,109 |
| 4.4 | % |
Nondeductible items and other | | | (453) | | (2.0) | % | | | (526) | | (2.1) | % |
Applicable income taxes | | $ | 4,841 |
| 21.9 | % | | $ | 5,613 |
| 22.3 | % |
It is the opinion of management that the Company has no significant uncertain tax positions that would be subject to change upon examination.
NOTE 14 Tax Credit Investments
The Company invests in qualified affordable housing projects for the purpose of community reinvestment and obtaining tax credits. The Company’s tax credit investments are limited to existing lending relationships with well-known developers and projects within the Company’s market area.
The following table presents a summary of the Company’s investments in qualified affordable housing project tax credits as of June 30, 2023March 31, 2024 and December 31, 2022:2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| |
| June 30, 2023 | | December 31, 2022 |
| |
| March 31, 2024 | | December 31, 2023 | ||||||||||||||||
(dollars in thousands) |
| | | Investment | | Unfunded Commitment | | Investment | | Unfunded Commitment |
| | | Investment | | Unfunded Commitment | | Investment | | Unfunded Commitment | ||||||||
Investment | | Accounting Method | | | | | | | | | | | | | | Accounting Method | | | | | | | | | | | | |
Low income housing tax credit |
| Proportional amortization | | $ | 17,906 |
| $ | 15,202 |
| $ | 17,906 |
| $ | 15,559 |
| Proportional amortization | | $ | 17,906 |
| $ | 7,466 |
| $ | 17,906 |
| $ | 12,347 |
Total |
| | | $ | 17,906 |
| $ | 15,202 |
| $ | 17,906 |
| $ | 15,559 |
| | | $ | 17,906 |
| $ | 7,466 |
| $ | 17,906 |
| $ | 12,347 |
32
The following table presents a summary of the amortization expense and tax benefit recognized for the Company’s qualified affordable housing projects for the three and six months ended June 30, 2023March 31, 2024 and 2022:2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | | Three months ended March 31, | | ||||||||||||||||||||
| | 2023 | | 2022 | | | 2024 | | 2023 | | ||||||||||||||||
| | Amortization | | Tax Benefit | | Amortization | | Tax Benefit | | | Amortization | | Tax Benefit | | Amortization | | Tax Benefit | | ||||||||
(dollars in thousands) | | Expense (1) |
| Recognized (2) |
| Expense (1) |
| Recognized (2) |
| | Expense (1) |
| Recognized (2) |
| Expense (1) |
| Recognized (2) |
| ||||||||
Low income housing tax credit | | $ | 278 |
| $ | (509) |
| $ | 111 |
| $ | (156) |
| | $ | 432 |
| $ | (381) |
| $ | 360 |
| $ | (227) |
|
Total | | $ | 278 | | $ | (509) | | $ | 111 | | $ | (156) | | | $ | 432 | | $ | (381) | | $ | 360 | | $ | (227) | |
(1) | The amortization expense for low income housing tax credits were included in the income tax expense. |
(2) | All of the tax benefits recognized were included in income tax expense. |
| | | | | | | | | | | | |
| | Six months ended June 30, | ||||||||||
| | 2023 | | 2022 | ||||||||
| | Amortization | | Tax Benefit | | Amortization | | Tax Benefit | ||||
(dollars in thousands) | | Expense (1) | | Recognized (2) | | Expense (1) | | Recognized (2) | ||||
Low income housing tax credit | | $ | 639 |
| $ | (735) |
| $ | 111 |
| $ | (156) |
Total | | $ | 639 | | $ | (735) | | $ | 111 | | $ | (156) |
NOTE 15 Segment Reporting
Operating segments are components of an enterprise, which are evaluated regularly by the “chief operating decision maker” in deciding how to allocate resources and assess performance. The Company determines reportableCompany’s chief operating decision maker is the President and Chief Executive Officer of the Company. Reportable segments are determined based on the services offered, the significance of the services offered, the significance of those services to the Company’s financial statements, and management’s regular review of the operating results of those services. The Company currently operates through fourthree operating segments: Banking, Retirement and Benefit Services, and Wealth Management,Management. In prior periods, the Company had a fourth operating segment, Mortgage. As of January 1, 2024, the Mortgage division was fully integrated into the Banking division by the Company to reflect the way the Company currently manages and Mortgage.views the business. The Company has restated all historical periods presented within these financial statements, and has not included the Mortgage operating segment.
The financial information presented for each segment includes net interest income, provision for credit losses, direct noninterest income, and direct and indirect noninterest expense, before indirect allocations.expense. Corporate Administration includes the indirect overheadall remaining income and is set forth in the table below. The segment net income before taxes represents direct revenue and expense before indirect allocations and income taxes.
The following table presents key metrics relatedexpenses not allocated to the Company’s segments for the periods presented:three operating segments.
| | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, 2023 | ||||||||||||||||
| | | | | Retirement and | | Wealth | | | | | Corporate | | | | |||
(dollars in thousands) |
| Banking |
| Benefit Services |
| Management |
| Mortgage |
| Administration |
| Consolidated | ||||||
Net interest income (loss) | | $ | 22,681 | | $ | — | | $ | — | | $ | 218 | | $ | (665) | | $ | 22,234 |
Provision for credit losses | |
| — | | | — | | | — | | | — | |
| — | |
| — |
Noninterest income | |
| 1,336 | |
| 15,890 | |
| 5,449 | |
| 2,905 | |
| 198 | |
| 25,778 |
Intercompany revenue (expense) | | | (2,933) | | | 1,331 | |
| (257) | |
| 286 | | | 1,573 | | | — |
Noninterest expense | |
| 11,548 | |
| 8,290 | |
| 2,100 | |
| 3,882 | |
| 10,553 | |
| 36,373 |
Net income (loss) before taxes | | $ | 9,536 | | $ | 8,931 | | $ | 3,092 | | $ | (473) | | $ | (9,447) | | $ | 11,639 |
| | | | | | | | | | | | | | | | | | |
|
| Six months ended June 30, 2023 | ||||||||||||||||
| | | | | Retirement and | | Wealth | | | | | Corporate | | | | |||
(dollars in thousands) |
| Banking |
| Benefit Services |
| Management |
| Mortgage |
| Administration |
| Consolidated | ||||||
Net interest income (loss) | | $ | 46,832 | | $ | — | | $ | — | | $ | 380 | | $ | (1,320) | | $ | 45,892 |
Provision for credit losses | | | 550 | | | — | | | — | | | — | | | — | | | 550 |
Noninterest income | | | 4,158 | | | 31,372 | | | 10,644 | | | 4,622 | | | 235 | | | 51,031 |
Intercompany revenue (expense) | | | (5,980) | | | 2,672 | |
| (425) | |
| 512 | | | 3,221 | | | — |
Noninterest expense | | | 25,503 | |
| 15,600 | |
| 3,613 | |
| 6,667 | | | 22,859 | | | 74,242 |
Net income (loss) before taxes | | $ | 18,957 | | $ | 18,444 | | $ | 6,606 | | $ | (1,153) | | $ | (20,723) | | $ | 22,131 |
3327
| | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, 2022 | ||||||||||||||||
| | | | | Retirement and | | Wealth | | | | | Corporate | | | | |||
(dollars in thousands) |
| Banking |
| Benefit Services |
| Management |
| Mortgage |
| Administration |
| Consolidated | ||||||
Net interest income (loss) | | $ | 22,779 | | $ | — | | $ | — | | $ | 558 | | $ | (561) | | $ | 22,776 |
Provision for credit losses | | | — | | | — | | | — | | | — | | | — | | | — |
Noninterest income | | | 1,341 | | | 16,293 | | | 5,548 | | | 6,038 | | | 6 | | | 29,226 |
Intercompany revenue (expense) | | | (3,829) | | | 1,095 | |
| (337) | |
| 1,334 | | | 1,737 | | | |
Noninterest expense | | | 11,790 | |
| 7,693 | |
| 1,293 | |
| 6,543 | | | 12,665 | | | 39,984 |
Net income (loss) before taxes | | $ | 8,501 | | $ | 9,695 | | $ | 3,918 | | $ | 1,387 | | $ | (11,483) | | $ | 12,018 |
The following table presents key metrics related to the Company’s segments for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Six months ended June 30, 2022 | | Three months ended March 31, 2024 | |||||||||||||||||||||||||||||
| | | | | Retirement and | | Wealth | | | | | Corporate | | | | | | | | Retirement and | | Wealth | | Corporate | | | | ||||||
(dollars in thousands) |
| Banking |
| Benefit Services |
| Management |
| Mortgage |
| Administration |
| Consolidated |
| Banking |
| Benefit Services |
| Management |
| Administration |
| Consolidated | |||||||||||
Net interest income (loss) | | $ | 44,304 | | $ | — | | $ | — | | $ | 1,267 | | $ | (1,122) | | $ | 44,449 | | $ | 22,897 | | $ | — | | $ | — | | $ | (678) | | $ | 22,219 |
Provision for credit losses | |
| — | | | — | | | — | | | — | |
| — | |
| — | |
| — | | | — | | | — | |
| — | |
| — |
Noninterest income | |
| 2,879 | | | 33,939 | | | 10,874 | | | 10,969 | |
| 35 | |
| 58,696 | |||||||||||||||
Intercompany revenue (expense) | | | (4,988) | | | 692 | |
| (851) | |
| 1,828 | | | 3,319 | | | — | |||||||||||||||
Noninterest income (loss) | |
| 3,490 | |
| 15,655 | |
| 6,118 | |
| 60 | |
| 25,323 | ||||||||||||||||||
Noninterest expense | |
| 23,325 | |
| 15,722 | |
| 2,617 | |
| 12,057 | |
| 24,334 | |
| 78,055 | |
| 18,666 | |
| 14,189 | |
| 3,750 | |
| 2,414 | |
| 39,019 |
Net income (loss) before taxes | | $ | 18,870 | | $ | 18,909 | | $ | 7,406 | | $ | 2,007 | | $ | (22,102) | | $ | 25,090 | | $ | 7,721 | | $ | 1,466 | | $ | 2,368 | | $ | (3,032) | | $ | 8,523 |
Total assets |
| $ | 4,262,600 | | $ | 33,636 | | $ | 4,787 | | $ | 37,070 | | $ | 4,338,093 |
| | | | | | | | | | | | | | | |
| | Three months ended March 31, 2023 | |||||||||||||
| | | | | Retirement and | | Wealth | | Corporate | | | | |||
(dollars in thousands) |
| Banking |
| Benefit Services |
| Management |
| Administration |
| Consolidated | |||||
Net interest income (loss) | | $ | 24,312 | | $ | — | | $ | — | | $ | (654) | | $ | 23,658 |
Provision for credit losses | | | 550 | | | — | | | — | | | — | | | 550 |
Noninterest income | | | 4,539 | | | 15,482 | | | 5,194 | | | 38 | | | 25,253 |
Noninterest expense | | | 18,650 | |
| 13,595 | |
| 3,362 | | | 2,262 | | | 37,869 |
Net income (loss) before taxes | | $ | 9,651 | | $ | 1,887 | | $ | 1,832 | | $ | (2,878) | | $ | 10,492 |
Total assets |
| $ | 3,818,449 | | $ | 38,419 | | $ | 4,111 | | $ | 25,794 | | $ | 3,886,773 |
Banking
The Banking division offers a complete line of loan, deposit, cash management, and treasury services through fourteen offices in North Dakota, Minnesota, and Arizona. These products and services are supported through web and mobile based applications. The majority of the Company’s assets and liabilities are in the Banking segment’s balance sheet.
Retirement and Benefit Services
Retirement and Benefit Services provides the following services nationally: recordkeeping and administration services to qualified retirement plans; recordkeeping and administration;administration services to other types of retirement plans; investment fiduciary services to retirement plans; health savings accounts, flex spending accounts, and COBRA recordkeeping and administration services. In addition, theThe division operates within each of the banking markets, as well as in Lansing, Michigan and Littleton, Colorado.
Wealth Management
The Wealth Management division provides advisory and planning services, investment management, and trust and fiduciary services to clients across the Company’s footprint.
Mortgage
The Mortgage division offers first and second mortgage loans through a centralized mortgage unit in Minneapolis, Minnesota, as well as through the Banking office locations.
3428
NOTE 16 Earnings Per Share
The calculation of basic and diluted earnings per share using the two-class method for the three and six months ended June 30,March 31, 2024 and 2023 and 2022 are presented below:
| | | | | | | | | | | | | | | | | | | | |
| | Three months ended | | Six months ended | | Three months ended | | |||||||||||||
| | June 30, | | June 30, | | | March 31, | | ||||||||||||
(dollars and shares in thousands, except per share data) |
| 2023 |
| 2022 |
| 2023 |
| 2022 | |
| 2024 |
| 2023 | | ||||||
Net income | | $ | 9,104 | | $ | 9,293 | | $ | 17,290 | | $ | 19,477 | | | $ | 6,432 | | $ | 8,186 | |
Dividends and undistributed earnings allocated to participating securities | | | 62 | | | 101 | | | 120 | | | 225 | | | | 40 | | | 57 | |
Net income available to common shareholders | | $ | 9,042 | | $ | 9,192 | | $ | 17,170 | | $ | 19,252 | | |||||||
Net income available to common stockholders | | $ | 6,392 | | $ | 8,129 | | |||||||||||||
Weighted-average common shares outstanding for basic earnings per share | | | 20,033 | | | 17,297 | | | 20,030 | |
| 17,271 | | | | 19,739 | |
| 20,028 | |
Dilutive effect of stock-based awards | | | 208 | |
| 235 | |
| 213 | |
| 246 | | |
| 247 | |
| 218 | |
Weighted-average common shares outstanding for diluted earnings per share | | | 20,241 | | | 17,532 | | | 20,243 | | | 17,517 | | | | 19,986 | | | 20,246 | |
Earnings per common share: | | | | | | | | | | | | | | | | | | | | |
Basic earnings per common share | | $ | 0.45 | | $ | 0.53 | | $ | 0.86 | | $ | 1.11 | | | $ | 0.32 | | $ | 0.41 | |
Diluted earnings per common share | | $ | 0.45 | | $ | 0.52 | | $ | 0.85 | | $ | 1.10 | | | $ | 0.32 | | $ | 0.40 | |
NOTE 17 Derivative Instruments
The following table presentscompany uses a variety of derivative instruments to mitigate exposure to both market and credit risks inherent in its business activities. The Company manages these risks as part of its overall asset and liability management process and through its policies and procedures. Derivatives represent contracts between parties that usually require little or no initial net investment and result in one party delivering cash or another type of asset to the totalother party based on a notional amountsamount and gross fair valuesan underlying as specified in the contract.
Derivatives are often measured in terms of notional amount, but this amount is generally not exchanged, and it is not recorded on the Company’s derivativesconsolidated balance sheet. The notional amount is the basis to which the underlying is applied to determine required payments under the derivative contract. The underlying is a referenced interest rate, security price, credit spread, or other index. Residential and commercial real estate loan commitments associated with loans to be sold also qualify as of June 30, 2023 and December 31, 2022:
| | | | | | | | | | | | | | |
| | | | June 30, 2023 | | December 31, 2022 | ||||||||
| | | | Fair | | Notional | | Fair | | Notional | ||||
(dollars in thousands) |
| |
| Value |
| Amount |
| Value |
| Amount | ||||
Designated as hedging instruments: | | Consolidated Balance Sheet Location | | | | | | | | | | | | |
Fair value hedges: | | | | | | | | | | | | | | |
Interest rate swaps | | Other assets | | $ | 2,069 | | $ | 200,000 | | $ | — | | $ | — |
Total derivatives designated as hedging instruments | | | | $ | 2,069 | | $ | 200,000 | | $ | — | | $ | — |
Not designated as hedging instruments: | | | | | | | | | | | | | | |
Asset Derivatives |
| |
| |
|
| |
|
| |
|
| |
|
Interest rate swaps |
| Other assets | | $ | 6,049 | | $ | 42,716 | | $ | 6,277 | | $ | 43,430 |
Interest rate lock commitments |
| Other assets | | | 523 | | | 34,602 | | | 121 | | | 10,462 |
Forward loan sales commitments |
| Other assets | |
| 71 | |
| 4,193 | |
| 7 | |
| 351 |
To-be-announced mortgage backed securities |
| Other assets | |
| 210 | |
| 68,750 | |
| — | |
| — |
Total asset derivatives not designated as hedging instruments |
|
| | $ | 6,853 | | $ | 150,261 | | $ | 6,405 | | $ | 54,243 |
Liability Derivatives |
|
| |
|
| |
|
| |
|
| |
|
|
Interest rate swaps |
| Accrued expenses and other liabilities | | $ | 6,049 | | $ | 42,716 | | $ | 6,277 | | $ | 43,430 |
To-be-announced mortgage backed securities |
| Accrued expenses and other liabilities | | | — | | | — | | | 26 | | | 25,750 |
Total liability derivatives not designated as hedging instruments |
|
| | $ | 6,049 | | $ | 42,716 | | $ | 6,303 | | $ | 69,180 |
derivative instruments.
Derivatives Designated as Hedging Instruments
The Company uses derivative instruments to hedge its exposure to economic risks, including interest rate, liquidity and credit risk. Certain hedging relationships are formally designated and qualify for hedge accounting under GAAPGAAP. On the date the Company enters into a derivative contract designated as a hedging instrument, the derivative is designated as either a fair value hedge, cash flow hedge, or a net investment hedge. When a derivative is designated as a fair value, cash flow, or net investment hedge, the Company performs an assessment, at inception and, at a minimum, quarterly thereafter, to determine the effectiveness of the derivative in offsetting changes in the value or cash flows of the hedged item(s). As of March 31, 2024, the Company only uses fair value and cash flow hedges.
Fair value hedges: These derivatives are interest rate swaps the Company uses to hedge the change in fair value related to interest rate changes of its underlying mortgage-backed investment securities and mortgage loan pools. The interest rate swaps are carried on the Company’s Consolidated Balance Sheet at their fair value in other assets (when the fair value is positive) or in accrued expenses and other liabilities (when the fair value is negative). The changes in fair value of the interest rate swaps are recorded in interest income. The unrealized gains or losses due to changes in fair value of the interest rate swaps due to changes in benchmark interest rates are recorded as an adjustment to the hedged instruments and offset in the same interest income line items.
3529
Fair valueCash flow hedges:Derivatives These derivatives are designated as fair value hedgesinterest rate swaps the Company uses to limithedge the Company’s exposure to changes in the fair valuevariability of assets or liabilitiesexpected future cash flows due to movements inmarket interest rates. During the first quarter of 2023, the Company entered into an interest rate swap, with an effective date of February 10, 2023. This transaction was designated a fair value hedge of certain mortgage-backed investment securities. The Company will pay the counterparty a fixed rate of 4.019% and will receive a floating rate based on the Secured Overnight Financing Rate. The fair value hedge has a maturity date of February 10, 2026.changes. The interest rate swap is carried on the Company’s consolidated balance sheet at its fair value in other assets (when the fair value is positive) or in accrued expenses and other liabilities (when the fair value is negative). The changes in the fair value of the interest rate swap are recorded in interest income. The unrealized gains or losses due to changesChanges in fair value of derivatives designated as cash flow hedges are recorded in other comprehensive income (loss), or OCI, until the cash flows of the hedged debt securities dueitems are realized. If a derivative designated as a cash flow hedge is terminated or ceases to changesbe highly effective, the gain or loss in benchmark interest rates are recorded as an adjustmentOCI is amortized to earnings over the period the forecasted hedged debt securities and offset in the same interest income line items.
The following table shows the carrying amount and associated cumulative basis adjustments related to the application oftransactions impact earnings. If a hedged forecasted transaction is no longer probable, hedge accounting that is ceased and any gain or loss included in OCI is reported in earnings immediately, unless the carrying amountforecasted transaction is at least reasonably possible of occurring, whereby the amounts remain within accumulated other comprehensive income (loss), or AOCI. The Company estimates that an additional $0.4 million will be reclassified as a decrease to interest expense over the next 12 months. All cash flow hedges were highly effective for the three months ended March 31, 2024. As of March 31, 2024, the maximum length of time over which forecasted transactions are hedged assets and liabilities in fair value hedging relationships at June 30, 2023:
| | | | | | |
| | June 30, 2023 | ||||
| | | | | Cumulative Fair | |
| | | | | Value Hedging | |
| | | | | Adjustment in the | |
| | Carrying Amount | | Carrying Amount of | ||
| | of Hedge Assets/ | | Hedged Assets/ | ||
| | Liabilities | | Liabilities | ||
(dollars in thousands) |
| | |
| | |
Mortgage-backed securities | | | | | | |
Residential agency | | $ | 284,584 | | $ | (2,073) |
Total | | $ | 284,584 | | $ | (2,073) |
is 12 months.
Derivatives Not Designated as Hedging Instruments
Interest rate swaps: The Company periodically enters into commercial loan interest rate swap agreements in order to provide commercial loan customers with the ability to convert from variable to fixed interest rates. These derivative contracts relate to transactions in which the Company enters into an interest rate swap with a customer, while simultaneously entering into an offsetting interest rate swap with an institutional counterparty.
Interest rate lock commitments, forward loan sales commitments and to be announced (TBA) mortgage backed securities: The Company enters into forward delivery contracts to sell mortgage loans at specific prices and dates in order to hedge the interest rate risk in its portfolio of mortgage loans held for sale and its residential mortgage interest rate lock commitments.
The gain (loss) recognized on derivative instruments forfollowing table presents the threetotal notional amounts and six months ended June 30, 2023gross fair values of the Company’s derivatives as of March 31, 2024 and 2022 was as follows:December 31, 2023:
| | | | | | | | | | | | | | | | |
| | Derivative Assets | | Derivative Liabilities | ||||||||||||
| | Notional | | | | Fair | | Notional | | | | Fair | ||||
(dollars in thousands) |
| Amount |
| Location | | Value |
| Amount |
| Location | | Value | ||||
March 31, 2024 | | | | | | | | | | | | | | | | |
Designated as hedging instruments: | | | | | | | | | | | | | | | | |
Fair value hedges: | | | | | | | | | | | | | | | | |
Interest rate swaps | | $ | 600,000 | | Other Assets | | $ | 1,938 | | $ | 600,000 | | Accrued expenses and other liabilities | | $ | — |
Cash flow hedges: | | | | | | | | | | | | | | | | |
Interest rate swaps | | | 200,000 | | Other Assets | | | 386 | | | 200,000 | | Accrued expenses and other liabilities | | | — |
Total derivatives designated as hedging instruments | | $ | 800,000 | | | | $ | 2,324 | | $ | 800,000 | | | | $ | — |
Not designated as hedging instruments: | | | | | | | | | | | | | | | | |
Interest rate swaps (1) | | $ | 120,304 | | Other Assets | | $ | 6,294 | | $ | 120,304 | | Accrued expenses and other liabilities | | $ | 6,294 |
Interest rate lock commitments | | | 24,426 | | Other Assets | | | 409 | | | — | | Accrued expenses and other liabilities | | | — |
Forward loan sales commitments | |
| — | | Other Assets | |
| — | |
| — | | Accrued expenses and other liabilities | |
| — |
To-be-announced mortgage backed securities | |
| — | | Other Assets | |
| — | |
| 46,000 | | Accrued expenses and other liabilities | |
| 24 |
Total asset derivatives not designated as hedging instruments | | $ | 144,730 | | | | $ | 6,703 | | $ | 166,304 | | | | $ | 6,318 |
December 31, 2023 | | | | | | | | | | | | | | | | |
Designated as hedging instruments: | | | | | | | | | | | | | | | | |
Fair value hedges: | | | | | | | | | | | | | | | | |
Interest rate swaps | | $ | 600,000 | | Other Assets | | $ | — | | $ | 600,000 | | Accrued expenses and other liabilities | | $ | 352 |
Cash flow hedges: | | | | | Other Assets | | | | | | | | | | | |
Interest rate swaps | | | 200,000 | | Other Assets | | | — | | | 200,000 | | Accrued expenses and other liabilities | | | 297 |
Total derivatives designated as hedging instruments | | $ | 800,000 | | | | $ | — | | $ | 800,000 | | | | $ | 649 |
Not designated as hedging instruments: | | | | | | | | | | | | | | | | |
Interest rate swaps (1) | | $ | 120,671 | | Other Assets | | $ | 8,327 | | $ | 120,671 | | Accrued expenses and other liabilities | | $ | 8,348 |
Interest rate lock commitments | | | 8,126 | | Other Assets | | | 179 | | | — | | Accrued expenses and other liabilities | | | — |
Forward loan sales commitments | | | 190 | | Other Assets | | | 6 | | | — | | Accrued expenses and other liabilities | | | — |
To-be-announced mortgage backed securities | | | — | | | | | — | | | 20,500 | | Accrued expenses and other liabilities | | | 183 |
Total asset derivatives not designated as hedging instruments | | $ | 128,987 | | | | $ | 8,512 | | $ | 141,171 | | | | $ | 8,531 |
(1) | Reported fair values include accrued interest receivable and payable. |
3630
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(dollars in thousands) | | | | Three months ended June 30, | | Six months ended June 30, | ||||||||
Derivatives designated as hedging instruments |
| Consolidated Statements of Income Location |
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||
Interest rate swaps |
| Interest income | | $ | — | | $ | — | | $ | — | | $ | — |
Total gain (loss) from derivatives designated as hedging instruments | | | | $ | — | | $ | — | | $ | — | | $ | — |
Derivatives not designated as hedging instruments | | | | | | | | | | | | | | |
Interest rate swaps |
| Other noninterest income | | $ | — | | $ | 1 | | $ | — | | $ | 1 |
Interest rate lock commitments |
| Mortgage banking | | | 89 | | | 563 | | | 429 | | | (147) |
Forward loan sales commitments |
| Mortgage banking | | | 70 | | | 542 | | | 64 | | | 52 |
To-be-announced mortgage backed securities |
| Mortgage banking | | | 302 | | | 1,246 | |
| 129 | |
| 3,749 |
Total gain (loss) from derivatives not designated as hedging instruments |
| | | $ | 461 | | $ | 2,352 | | $ | 622 | | $ | 3,655 |
The following table shows the effective portion of the gains (losses) recognized in other comprehensive income (loss) and the gains (losses), before tax, reclassified from other comprehensive income (loss) into earnings for the periods indicated:
| | | | | | |
| | | | Gains (Losses) | ||
| | Gains (Losses) | | Reclassified | ||
| | Recognized in | | from OCI | ||
(dollars in thousands) | | OCI | | into Earnings | ||
Derivatives designated as hedging instruments | | | | | | |
For the three months ended March 31, 2024 | | | | | | |
Cash flow hedges: | | | | | | |
Interest rate swaps | | $ | 946 | | $ | 262 |
| | | | | | |
For the three months ended March 31, 2023 | | | | | | |
Cash flow hedges: | | | | | | |
Interest rate swaps | | $ | — | | $ | — |
The following table shows the effect of fair value and cash flow hedge accounting on derivatives designated as hedging instruments in the Consolidated Statements of Income:
| | | | | | | | | |
| | Location and Amount of Gains (Losses) Recognized in Income | |||||||
| | Interest Income | | Interest Expense | |||||
| | Loans, | | Investment | | | |||
| | including | | securities - | | Short-term | |||
(dollars in thousands) |
| fees |
| Taxable |
| borrowings | |||
For the three months ended March 31, 2024 | | | | | | | | | |
Total amounts in the Consolidated Statements of Income | | $ | 39,294 | | $ | 4,568 | | $ | 5,989 |
Fair value hedges: | | | | | | | | | |
Interest rate swaps | | | 153 | | | 642 | | | — |
Cash flow hedges: | | | | | | | | | |
Interest rate swaps | | | — | | | — | | | 262 |
For the three months ended March 31, 2023 | | | | | | | | | |
Total amounts in the Consolidated Statements of Income | | $ | 30,933 | | $ | 5,951 | | $ | 4,393 |
Fair value hedges: | | | | | | | | | |
Interest rate swaps | | | — | | | 153 | | | — |
Cash flow hedges: | | | | | | | | | |
Interest rate swaps | | | — | | | — | | | — |
31
The following tables show the notional amount, carrying amount and associated cumulative basis adjustments related to the application of hedge accounting that is included in the carrying amount of hedged assets and liabilities in fair value hedging relationships at March 31, 2024 and December 31, 2023, respectively:
| | | | | | | | | |
| | March 31, 2024 | |||||||
| | | | | | | | Cumulative Fair | |
| | | | | | | | Value Hedging | |
| | | | | | | | Adjustment in the | |
| | | | Carrying Amount | | Carrying Amount of | |||
| | Notional | | of Hedged Assets/ | | Hedged Assets/ | |||
(dollars in thousands) | | Amount | | Liabilities | | Liabilities | |||
Mortgage-backed securities |
| | | | | |
| | |
Residential agency (1) | | $ | 200,000 | | $ | 198,210 | | $ | (1,790) |
Mortgage loan pools (2) | | | 400,000 | | | 399,830 | | | (170) |
Total | | $ | 600,000 | | $ | 598,040 | | $ | (1,960) |
(1) | Includes amounts related to residential agency mortgage-backed securities currently designated as the hedged item in a fair value hedge using the portfolio layer method. At March 31, 2024, the amortized cost of the closed portfolios used in these hedging relationships was $320.7 million. |
(2) | These amounts include the amortized cost basis of residential real estate loans that were used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period. At March 31, 2024, the amortized cost basis of the residential real estate loans used in these hedging relationships was $664.1 million. |
| | | | | | | | | |
| | December 31, 2023 | |||||||
| | | | | | | | Cumulative Fair | |
| | | | | | | | Value Hedging | |
| | | | | | | | Adjustment in the | |
| | | | Carrying Amount | | Carrying Amount of | |||
| | Notional | | of Hedged Assets/ | | Hedged Assets/ | |||
(dollars in thousands) | | Amount | | Liabilities | | Liabilities | |||
Mortgage-backed securities |
| | | | | |
| | |
Residential agency (1) | | $ | 200,000 | | $ | 200,241 | | $ | 241 |
Mortgage loan pools (2) | | | 400,000 | | | 400,098 | | | 98 |
Total | | $ | 600,000 | | $ | 600,339 | | $ | 339 |
(1) | Includes amounts related to residential agency mortgage-backed securities currently designated as the hedged item in a fair value hedge using the portfolio layer method. At December 31, 2023, the amortized cost of the closed portfolios used in these hedging relationships was $323.4 million. |
(2) | These amounts include the amortized cost basis of residential real estate loans that were used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period. At December 31, 2023, the amortized cost basis of the residential real estate loans used in these hedging relationships was $687.5 million. |
The gain (loss) recognized on derivatives not designated as hedging relationships for the three months ended March 31, 2024 and 2023 was as follows:
| | | | | | | | |
| | | | | | | | |
(dollars in thousands) | | | | Three months ended March 31, | ||||
Derivatives not designated as hedging instruments |
| Consolidated Statements of Income Location |
| 2024 |
| 2023 | ||
Interest rate swaps |
| Other noninterest income | | $ | 21 | | $ | — |
Interest rate lock commitments |
| Mortgage banking | | | 153 | | | 340 |
Forward loan sales commitments |
| Mortgage banking | | | (6) | | | (6) |
To-be-announced mortgage backed securities |
| Mortgage banking | |
| 41 | |
| (173) |
Total gain (loss) from derivatives not designated as hedging instruments |
| | | $ | 209 | | $ | 161 |
32
The Company has third party agreements that require a minimum dollar transfer amount upon a margin call. These requirements are dependent on certain specified credit measures. There was no collateral posted with third parties at March 31, 2024. The amount of collateral posted with third parties was $290 thousand at June 30, 2023 and $309$550 thousand at December 31, 2022.2023. The amount of collateral posted with third parties was deemed to be sufficient as of those dates to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures.
Credit Risk-Related Contingent Features
By using derivatives, the Company is exposed to credit risk to the extent that counterparties to the derivative contracts do not perform as required. Should a counterparty fail to perform under the terms of a derivative contract, the Company’s credit exposure on interest rate swaps is limited to the net positive fair value and accrued interest of all swaps with each counterparty. The Company seeks to minimize counterparty credit risk through credit approvals, limits, monitoring procedures, and obtaining collateral, where appropriate. As such, management believes the risk of incurring credit losses on derivative contracts with institutional counterparties is remote.
The Company has agreements with its derivative counterparties that contain a provision where, if the Company defaults on any of its indebtedness, including defaults where repayment of the indebtedness has not been accelerated by the lender, the Company could also be declared in default on its derivative obligations. In addition, the Company also has agreements with certain of its derivative counterparties that contain a provision where, if the Company fails to maintain its status as a well-capitalized institution, the counterparty could terminate the derivative position(s) and the Company could be required to settle its obligations under the agreements.
As of March 31, 2024 and December 31, 2023, the fair value of derivatives in a net liability position, which included accrued interest but excludes any adjustment for non-performance risk, related to these agreements was $0 and $649 thousand, respectively. As of March 31, 2024 and December 31, 2023, the Company had minimum collateral posting thresholds with certain of its derivative counterparties and has posted cash collateral of $0 and $550 thousand, respectively. If the Company had breached any of these provisions at March 31, 2024 or December 31, 2023, it could have been required to settle its obligations under the agreements at their termination value of $0 and $649 thousand, respectively.
33
Balance Sheet Offsetting
The following tables present the Company’s derivative positions and the potential effect of netting arrangements on its financial position as of the dates indicated:
| | | | | | | | | | | | | | | |
| | | | | | | | | | | Gross Amount | | | | |
| | | | | | | | | | | Not Offset in the | | | | |
| | | | | | | | | | | Consolidated | | | | |
| | | | | | | | | | | Balance Sheets | | | | |
| | Gross Amount | | Gross Amount | | Net Amount | | | | | | ||||
| | Recognized in the | | Offset in the | | Presented in the | | | | | | ||||
| | Consolidated | | Consolidated | | Consolidated | | Cash Collateral | | | | ||||
(dollars in thousands) | | Balance Sheets | | Balance Sheets | | Balance Sheets | | Pledged (Received) | | Net Amount | |||||
March 31, 2024 | | | | | | | | | | | | | | | |
Derivative assets: | | | | | | | | | | | | | | | |
Interest rate swaps − Company (1) | | $ | 2,324 | | $ | — | | $ | 2,324 | | $ | (2,459) | | $ | (135) |
Interest rate swaps − dealer bank (1) | | | 6,294 | | | — | | | 6,294 | | | (4,681) | | | 1,613 |
To-be-announced mortgage backed securities | | | — | | | — | | | — | | | — | | | — |
Total | | $ | 8,618 | | $ | — | | $ | 8,618 | | $ | (7,140) | | $ | 1,478 |
Derivative liabilities: | | | | | | | | | | | | | | | |
Interest rate swaps − Company (1) | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — |
Interest rate swaps − customer (2) | | | 6,294 | | | — | | | 6,294 | | | — | | | 6,294 |
To-be-announced mortgage backed securities | | | 24 | | | — | | | 24 | | | — | | | 24 |
Total | | $ | 6,318 | | $ | — | | $ | 6,318 | | $ | — | | $ | 6,318 |
(1) | The Company maintains a master netting agreement with each counterparty and settles collateral on a net basis for all interest rate swaps with counterparty banks. |
(2) | The Company manages its net exposure on its customer loan swaps by obtaining collateral as part of the normal loan policy and underwriting practices. The Company does not post collateral to its customers as part of its contract. |
34
| | | | | | | | | | | | | | | |
| | | | | | | | | | | Gross Amount | | | | |
| | | | | | | | | | | Not Offset in the | | | | |
| | | | | | | | | | | Consolidated | | | | |
| | | | | | | | | | | Balance Sheets | | | | |
| | Gross Amount | | Gross Amount | | Net Amount | | | | | | ||||
| | Recognized in the | | Offset in the | | Presented in the | | | | | | ||||
| | Consolidated | | Consolidated | | Consolidated | | Cash Collateral | | | | ||||
(dollars in thousands) | | Balance Sheets | | Balance Sheets | | Balance Sheets | | Pledged (Received) | | Net Amount | |||||
December 31, 2023 | | | | | | | | | | | | | | | |
Derivative assets: | | | | | | | | | | | | | | | |
Interest rate swaps − Company (1) | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — |
Interest rate swaps − dealer bank (1) | | | 8,327 | | | — | | | 8,327 | | | (1,740) | | | 6,587 |
To-be-announced mortgage backed securities | | | — | | | — | | | — | | | — | | | — |
Total | | $ | 8,327 | | $ | — | | $ | 8,327 | | $ | (1,740) | | $ | 6,587 |
Derivative liabilities: | | | | | | | | | | | | | | | |
Interest rate swaps − Company (1) | | $ | 649 | | $ | — | | $ | 649 | | $ | 550 | | $ | 99 |
Interest rate swaps − customer (2) | | | 8,348 | | $ | — | | | 8,348 | | | — | | | 8,348 |
To-be-announced mortgage backed securities | | | 183 | | | — | | | 183 | | | — | | | 183 |
Total | | $ | 9,180 | | $ | — | | $ | 9,180 | | $ | 550 | | $ | 8,630 |
(1) | The Company maintains a master netting agreement with each counterparty and settles collateral on a net basis for all interest rate swaps with counterparty banks. |
(2) | The Company manages its net exposure on its customer loan swaps by obtaining collateral as part of the normal loan policy and underwriting practices. The Company does not post collateral to its customers as part of its contract. |
NOTE 18 Regulatory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements.
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of common equity tier 1, tier 1, and total capital (as defined in the regulations) to risk weighted assets (as defined) and of tier 1 capital (as defined) to average assets (as defined). Management believes at June 30, 2023March 31, 2024 and December 31, 2022,2023, each of the Company and the Bank had met all of the capital adequacy requirements to which it was subject.
3735
The following table presents the Company’s and the Bank’s actual capital amounts and ratios as of June 30, 2023March 31, 2024 and December 31, 2022:2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2023 |
| | March 31, 2024 |
| ||||||||||||||||||||||||||
| | | | | | | | | | | | | Minimum to be | | | | | | | | | | | | | Minimum to be | | |||||
| | | | | | | | Requirements | | | Well Capitalized |
| | | | | | | Minimum Required | | Well Capitalized |
| ||||||||||
| | | | | | | | for Capital | | | Under Prompt |
| | | | | | | for Capital | | Under Prompt |
| ||||||||||
| | Actual | | Adequacy Purposes | | Corrective Action |
| | Actual | | Adequacy Purposes | | Corrective Action (1) |
| ||||||||||||||||||
(dollars in thousands) |
| Amount |
| Ratio |
| Amount |
| Ratio |
| Amount |
| Ratio |
|
| Amount |
| Ratio |
| Amount |
| Ratio |
| Amount |
| Ratio |
| ||||||
Common equity tier 1 capital to risk weighted assets |
| |
|
|
|
| |
|
|
|
| |
|
|
| |
| |
|
|
|
| |
|
|
|
| |
|
|
| |
Consolidated | | $ | 395,276 |
| 13.30 | % | $ | 133,728 |
| 4.50 | % | $ | N/A |
| N/A | | ||||||||||||||||
Consolidated (1) | | $ | 387,012 |
| 11.87 | % | $ | 146,733 |
| 4.50 | % | $ | N/A |
| N/A | | ||||||||||||||||
Bank | |
| 383,663 |
| 12.93 | % |
| 133,585 |
| 4.50 | % |
| 192,895 |
| 6.50 | % | |
| 371,632 |
| 11.73 | % |
| 142,616 |
| 4.50 | % |
| 206,001 |
| 6.50 | % |
Tier 1 capital to risk weighted assets | |
|
|
| |
|
|
|
|
|
|
| . |
|
| | |
|
|
| |
|
|
|
|
|
|
| . |
|
| |
Consolidated | |
| 404,176 |
| 13.60 | % |
| 178,304 |
| 6.00 | % |
| N/A |
| N/A | | ||||||||||||||||
Consolidated (1) | |
| 395,997 |
| 12.14 | % |
| 195,644 |
| 6.00 | % |
| N/A |
| N/A | | ||||||||||||||||
Bank | |
| 383,663 |
| 12.93 | % |
| 178,113 |
| 6.00 | % |
| 237,409 |
| 8.00 | % | |
| 371,632 |
| 11.73 | % |
| 190,155 |
| 6.00 | % |
| 253,540 |
| 8.00 | % |
Total capital to risk weighted assets | |
|
|
| |
|
|
|
|
|
|
|
|
|
| | |
|
|
| |
|
|
|
|
|
|
|
|
|
| |
Consolidated | |
| 490,091 |
| 16.49 | % |
| 237,738 |
| 8.00 | % |
| N/A |
| N/A | | ||||||||||||||||
Consolidated (1) | |
| 486,789 |
| 14.93 | % |
| 260,858 |
| 8.00 | % |
| N/A |
| N/A | | ||||||||||||||||
Bank | |
| 419,578 |
| 14.14 | % |
| 237,486 |
| 8.00 | % |
| 296,762 |
| 10.00 | % | |
| 411,294 |
| 12.98 | % |
| 253,540 |
| 8.00 | % |
| 316,925 |
| 10.00 | % |
Tier 1 capital to average assets | |
|
|
|
|
|
| |
|
|
|
|
|
|
| | |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
Consolidated | |
| 404,176 |
| 11.15 | % |
| 144,987 |
| 4.00 | % |
| N/A |
| N/A | | ||||||||||||||||
Consolidated (1) | |
| 395,997 |
| 9.89 | % |
| 160,216 |
| 4.00 | % |
| N/A |
| N/A | | ||||||||||||||||
Bank | |
| 383,663 |
| 10.59 | % |
| 144,890 |
| 4.00 | % |
| 181,112 |
| 5.00 | % | |
| 371,632 |
| 9.30 | % |
| 159,882 |
| 4.00 | % |
| 199,852 |
| 5.00 | % |
(1) | “Minimum to be Well Capitalized Under Prompt Corrective Action” is not formally defined under applicable banking regulations for bank holding companies. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 |
| | December 31, 2023 |
| ||||||||||||||||||||||||||
| | | | | | | | | | | | | Minimum to be | | | | | | | | | | | | | Minimum to be | | |||||
| | | | | | | | Requirements | | | Well Capitalized |
| | | | | | | Minimum Required | | Well Capitalized |
| ||||||||||
| | | | | | | | for Capital | | | Under Prompt |
| | | | | | | for Capital | | Under Prompt |
| ||||||||||
| | Actual | | Adequacy Purposes | | Corrective Action |
| | Actual | | Adequacy Purposes | | Corrective Action (1) |
| ||||||||||||||||||
(dollars in thousands) |
| Amount |
| Ratio |
| Amount |
| Ratio |
| Amount |
| Ratio |
|
| Amount |
| Ratio |
| Amount |
| Ratio |
| Amount |
| Ratio |
| ||||||
Common equity tier 1 capital to risk weighted assets |
| |
|
|
|
| |
|
|
|
| |
|
|
| |
| |
|
|
|
| |
|
|
|
| |
|
|
| |
Consolidated | | $ | 389,335 |
| 13.39 | % | $ | 130,862 |
| 4.50 | % | $ | N/A |
| N/A | | ||||||||||||||||
Consolidated (1) | | $ | 382,578 |
| 11.82 | % | $ | 145,605 |
| 4.50 | % | $ | N/A |
| N/A | | ||||||||||||||||
Bank | |
| 370,749 |
| 12.76 | % |
| 130,791 |
| 4.50 | % |
| 188,920 |
| 6.50 | % | |
| 367,445 |
| 11.40 | % |
| 145,101 |
| 4.50 | % |
| 209,590 |
| 6.50 | % |
Tier 1 capital to risk weighted assets | |
|
|
| |
|
|
|
|
|
|
| . |
|
| | |
|
|
| |
|
|
|
|
|
|
| . |
|
| |
Consolidated | |
| 398,179 |
| 13.69 | % |
| 174,482 |
| 6.00 | % |
| N/A |
| N/A | | ||||||||||||||||
Consolidated (1) | |
| 391,534 |
| 12.10 | % |
| 194,139 |
| 6.00 | % |
| N/A |
| N/A | | ||||||||||||||||
Bank | |
| 370,749 |
| 12.76 | % |
| 174,388 |
| 6.00 | % |
| 232,517 |
| 8.00 | % | |
| 367,445 |
| 11.40 | % |
| 193,468 |
| 6.00 | % |
| 257,957 |
| 8.00 | % |
Total capital to risk weighted assets | |
|
|
| |
|
|
|
|
|
|
|
|
|
| | |
|
|
| |
|
|
|
|
|
|
|
|
|
| |
Consolidated | |
| 479,325 |
| 16.48 | % |
| 232,643 |
| 8.00 | % |
| N/A |
| N/A | | ||||||||||||||||
Consolidated (1) | |
| 477,590 |
| 14.76 | % |
| 258,853 |
| 8.00 | % |
| N/A |
| N/A | | ||||||||||||||||
Bank | |
| 401,895 |
| 13.83 | % |
| 232,517 |
| 8.00 | % |
| 290,646 |
| 10.00 | % | |
| 403,501 |
| 12.51 | % |
| 257,957 |
| 8.00 | % |
| 322,446 |
| 10.00 | % |
Tier 1 capital to average assets | |
|
|
|
|
|
| |
|
|
|
|
|
|
| | |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
Consolidated | |
| 398,179 |
| 11.25 | % |
| 141,514 |
| 4.00 | % |
| N/A |
| N/A | | ||||||||||||||||
Consolidated (1) | |
| 391,534 |
| 10.57 | % |
| 148,111 |
| 4.00 | % |
| N/A |
| N/A | | ||||||||||||||||
Bank | |
| 370,749 |
| 10.48 | % |
| 141,440 |
| 4.00 | % |
| 176,800 |
| 5.00 | % | |
| 367,445 |
| 9.92 | % |
| 148,186 |
| 4.00 | % |
| 185,232 |
| 5.00 | % |
(1) | “Minimum to be Well Capitalized Under Prompt Corrective Action” is not formally defined under applicable banking regulations for bank holding companies. |
The Bank is subject to certain restrictions on the amount of dividends that it may pay without prior regulatory approval. The Company and the Bank are subject to the rules of the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act rules. The rules include a 2.5 percent capital conservation buffer that is added to the minimum requirements for capital adequacy purposes. A banking organization with a conservation buffer of less than the required amount will be subject to the limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. As of June 30, 2023,March 31, 2024, the capital ratios for the Company and the Bank were sufficient to meet the conservation buffer. In addition, the Company must adhere to various U.S. Department of Housing and Urban Development, or HUD, regulatory guidelines including required minimum capital and liquidity to maintain their Federal Housing Administration approval status. Failure to comply with the HUD guidelines could result in withdrawal of this certification. As of June 30, 2023March 31, 2024 and December 31, 2022,2023, the Company was in compliance with the aforementioned guidelines.
36
NOTE 19 Other Comprehensive Income (Loss)
The following tables present a reconciliation of the changes in the components of other comprehensive income and loss for the periods indicated, including the amount of tax (expense) benefit allocated to each component:
| | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended | ||||||||||||||||
|
| March 31, 2024 |
| March 31, 2023 | ||||||||||||||
| | | | Tax | | | | | | Tax | | | ||||||
| | Pre-Tax | | (Expense) | | After-Tax | | Pre-Tax | | (Expense) | | After-Tax | ||||||
(dollars in thousands) | | Amount | | Benefit | | Amount | | Amount | | Benefit | | Amount | ||||||
Debt Securities: | | | | | | | | | | | | | | | | | | |
Change in fair value | | $ | (3,443) | | $ | 864 | | $ | (2,579) | | $ | 4,754 | | $ | (1,193) | | $ | 3,561 |
Less: reclassification adjustment from amortization of securities transferred from AFS to HTM (1) | | | 74 | | | (18) | | | 56 | | | (87) | | | 22 | | | (65) |
Less: reclassification adjustment for net realized losses (2) | | | — | | | — | | | — | | | — | | | — | | | — |
Net change | | | (3,517) | | | 882 | | | (2,635) | | | 4,841 | | | (1,215) | | | 3,626 |
Cash Flow Hedges: | | | | | | | | | | | | | | | | | | |
Change in fair value | | | 946 | | | (576) | | | 370 | | | — | | | — | | | — |
Less: reclassified AOCI gain (loss) into interest expense (3) | | | 262 | | | (66) | | | 196 | | | — | | | — | | | — |
Net change | | | 684 | | | (510) | | | 174 | | | — | | | — | | | — |
Other Derivatives: | | | | | | | | | | | | | | | | | | |
Change in fair value | | | 2,031 | | | (171) | | | 1,860 | | | (1,725) | | | 433 | | | (1,292) |
Less: reclassified AOCI gain (loss) into interest expense (4) | | | — | | | — | | | — | | | — | | | — | | | — |
Net change | | | 2,031 | | | (171) | | | 1,860 | | | (1,725) | | | 433 | | | (1,292) |
Other comprehensive income (loss) | | $ | (802) | | $ | 201 | | $ | (601) | | $ | 3,116 | | $ | (782) | | $ | 2,334 |
(1) | Reclassified into taxable and/or exempt from federal income taxes interest income on investment securities on the consolidated statements of income. Refer to “NOTE 3 Investment Securities” for further details. |
(2) | Reclassified into net gains (losses) on investment securities in the consolidated statements of income. Refer to “NOTE 3 Investment Securities” for further details. |
(3) | Reclassified into interest expense on short-term borrowings on the consolidated statements of income. Refer to “NOTE 17 Derivative Instruments” for further details. |
(4) | Reclassified into interest income on loans, including fees and/or interest income on taxable investment securities on the consolidated statements of income. Refer to “NOTE 17 Derivative Instruments” for further details. |
| | | | | | | | | | | | |
| | | | | Net Unrealized | | Net Unrealized | | | |||
| | Net Unrealized | | Gains (Losses) on | | Gains (Losses) | | | | |||
| | Gains (Losses) on | | Cash Flow | | on Other | | | ||||
(dollars in thousands) |
| Debt Securities (1) |
| Hedges (1) |
| Derivatives (1) |
| AOCI (1) | ||||
Balance at December 31, 2023 | | $ | (73,158) | | $ | (237) | | $ | (260) | | $ | (73,655) |
Other comprehensive income (loss) before reclassifications | | | (2,579) | | | 370 | | | 1,860 | | | (349) |
Less: Amounts reclassified from AOCI | | | 56 | | | 196 | | | — | | | 252 |
Other comprehensive income (loss) | | | (2,635) | | | 174 | | | 1,860 | | | (601) |
Balance at March 31, 2024 | | $ | (75,793) | | | (63) | | | 1,600 | | | (74,256) |
| | | | | | | | | | | | |
Balance at December 31, 2022 | | $ | (98,547) | | $ | — | | $ | (94) | | $ | (98,641) |
Other comprehensive income (loss) before reclassifications | | | 3,561 | | | — | | | (1,292) | | | 2,269 |
Less: Amounts reclassified from AOCI | | | (65) | | | — | | | — | | | (65) |
Other comprehensive income (loss) | | | 3,626 | | | — | | | (1,292) | | | 2,334 |
Balance at March 31, 2023 | | | (94,921) | | | — | | | (1,386) | | | (96,307) |
(1) | All amounts net of tax. |
NOTE 20 Stock Repurchase Program
On February 18, 2021, the Board of Directors of the Company approved a stock repurchase program, or the Old Stock Repurchase Program, which authorizesauthorized the Company to repurchase up to 770,000 shares of its common stock subject to certain limitations and conditions. The Old Stock Repurchase Program was effective immediately and will continue for a period of 36 months, untilexpired on February 18, 2024.
3837
On December 12, 2023, the Board of Directors of the Company approved a new stock repurchase program, or the New Stock Repurchase Program, which authorizes the Company to repurchase up to 1,000,000 shares of its common stock subject to certain limitations and conditions. The New Stock Repurchase Program became effective February 28, 2024. 18, 2024, and will expire on February 18, 2027. On February 18, 2024, the New Stock Repurchase Program replaced and superseded the Old Stock Repurchase Program.
The New Stock Repurchase Program does not obligate the Company to repurchase any shares of its common stock and there is no assurance that the Company will do so. For the sixthree months ended June 30, 2023,March 31, 2024, there were no shares repurchased under the Company repurchased 170,046 shares of common stock underOld Stock Repurchase Program or the New Stock Repurchase Program. The Company also repurchases shares to pay withholding taxes on the vesting of restricted stock awards and units.
NOTE 2021 Fair Value of Assets and Liabilities
The Company categorizes its assets and liabilities measured at estimated fair value into a three level hierarchy based on the priority of the inputs to the valuation technique used to determine estimated fair value. The estimated fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used in the determination of the estimated fair value measurement fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the estimated fair value measurement. Assets and liabilities valued at estimated fair value are categorized based on the following inputs to the valuation techniques as follows:
Level 1—Inputs that utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that an entity has the ability to access.
Level 2—Inputs that include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Estimated fair values for these instruments are estimated using pricing models, quoted prices of investment securities with similar characteristics, or discounted cash flows.
Level 3—Inputs that are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. Subsequent to initial recognition, the Company may re-measure the carrying value of assets and liabilities measured on a nonrecurring basis to estimated fair value. Adjustments to estimated fair value usually result when certain assets are impaired. Such assets are written down from their carrying amounts to their estimated fair value.
Professional standards allow entities the irrevocable option to elect to measure certain financial instruments and other items at estimated fair value for the initial and subsequent measurement on an instrument-by-instrument basis. The Company adopted the policy to value certain financial instruments at estimated fair value. The Company has not elected to measure any existing financial instruments at estimated fair value; however, it may elect to measure newly acquired financial instruments at estimated fair value in the future.
Recurring Basis
The Company uses estimated fair value measurements to record estimated fair value adjustments to certain assets and liabilities and to determine estimated fair value disclosures.
3938
The following tables present the balances of the assets and liabilities measured at estimated fair value on a recurring basis as of June 30, 2023March 31, 2024 and December 31, 2022:2023:
| | | | | | | | | | | | | | | | | | | | | | | | |
|
| June 30, 2023 |
| March 31, 2024 | ||||||||||||||||||||
(dollars in thousands) |
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||||||
Trading | | $ | 4,553 | | $ | — | | $ | — | | $ | 4,553 | ||||||||||||
Available-for-sale | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
U.S. treasury and government agencies | | $ | — | | $ | 2,906 | | $ | — | | $ | 2,906 | | | — | | | 838 | | | — | | | 838 |
Mortgage backed securities | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential agency | |
| — | |
| 558,456 | |
| — | |
| 558,456 | |
| — | |
| 420,893 | |
| — | |
| 420,893 |
Commercial | |
| — | |
| 60,909 | |
| — | |
| 60,909 | |
| — | |
| 1,351 | |
| — | |
| 1,351 |
Asset backed securities | |
| — | |
| 28 | |
| — | |
| 28 | |
| — | |
| 22 | |
| — | |
| 22 |
Corporate bonds | |
| — | |
| 55,155 | |
| — | |
| 55,155 | |
| — | |
| 49,168 | |
| — | |
| 49,168 |
Total available-for-sale investment securities | | $ | — | | $ | 677,454 | | $ | — | | $ | 677,454 | | $ | — | | $ | 472,272 | | $ | — | | $ | 472,272 |
Other assets | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Derivatives | | $ | — | | $ | 6,853 | | $ | — | | $ | 6,853 | | $ | — | | $ | 9,027 | | $ | — | | $ | 9,027 |
Other liabilities | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Derivatives | | $ | — | | $ | 8,118 | | $ | — | | $ | 8,118 | | $ | — | | $ | 6,318 | | $ | — | | $ | 6,318 |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 | | December 31, 2023 | ||||||||||||||||||||
(dollars in thousands) |
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||||||
Available-for-sale | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
U.S. treasury and government agencies | | $ | — | | $ | 3,520 | | $ | — | | $ | 3,520 | | $ | — | | $ | 1,120 | | $ | — | | $ | 1,120 |
Mortgage backed securities | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential agency | |
| — | |
| 587,679 | |
| — | |
| 587,679 | |
| — | |
| 435,594 | |
| — | |
| 435,594 |
Commercial | |
| — | |
| 63,558 | |
| — | |
| 63,558 | |
| — | |
| 1,353 | |
| — | |
| 1,353 |
Asset backed securities | |
| — | |
| 34 | |
| — | |
| 34 | |
| — | |
| 25 | |
| — | |
| 25 |
Corporate bonds | |
| — | |
| 62,533 | |
| — | |
| 62,533 | |
| — | |
| 48,644 | |
| — | |
| 48,644 |
Total available-for-sale investment securities | | $ | — | | $ | 717,324 | | $ | — | | $ | 717,324 | | $ | — | | $ | 486,736 | | $ | — | | $ | 486,736 |
Other assets | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Derivatives | | $ | — | | $ | 6,405 | | $ | — | | $ | 6,405 | | $ | — | | $ | 8,512 | | $ | — | | $ | 8,512 |
Other liabilities | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Derivatives | | $ | — | | $ | 6,303 | | $ | — | | $ | 6,303 | | $ | — | | $ | 9,180 | | $ | — | | $ | 9,180 |
The following is a description of the valuation methodologies used for instruments measured at estimated fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy.
Investment Securities, Trading for Deferred Compensation
The fair value of trading securities for deferred compensation is reported using market quoted prices as such securities and underlying securities are actively traded and no valuation adjustments have been applied and therefore are classified as Level 1.
Investment Securities, Available-for-Sale
Generally, debt securities are valued using pricing for similar securities, recently executed transactions, and other pricing models utilizing observable inputs and therefore are classified as Level 2.
Derivatives
All of the Company’s derivatives are traded in over-the-counter markets where quoted market prices are not readily available. For these derivatives, estimated fair value is measured using internally developed models that use primarily market observable inputs, such as yield curves and option volatilities, and accordingly, classify as Level 2. Examples of Level 2 derivatives are basic interest rate swaps and forward contracts.
39
Nonrecurring Basis
Certain assets are measured at estimated fair value on a nonrecurring basis. These assets are not measured at estimated fair value on an ongoing basis; however, they are subject to estimated fair value adjustments in certain circumstances, such as when there is evidence of impairment or a change in the amount of previously recognized impairment.
40
Net impairment related to nonrecurringThe estimated fair value measurements of certain assets on a nonrecurring basis as of June 30, 2023March 31, 2024 and December 31, 20222023 consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2023 | | March 31, 2024 | ||||||||||||||||||||
(dollars in thousands) |
| Level 2 |
| Level 3 |
| Total |
| Impairment |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||||||
Loans held for sale | | $ | 20,893 | | $ | — | | $ | 20,893 | | $ | — | ||||||||||||
Individually evaluated | |
| — | |
| 2,390 | |
| 2,390 | |
| 288 | ||||||||||||
Collateral dependent loans | | $ | — | | $ | — | | $ | 4,033 | | $ | 4,033 | ||||||||||||
Foreclosed assets | |
| — | |
| — | |
| 3 | |
| 3 | ||||||||||||
Servicing rights | |
| — | |
| 2,351 | |
| 2,351 | |
| — | |
| — | |
| — | |
| 1,983 | |
| 1,983 |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 | | December 31, 2023 | ||||||||||||||||||||
(dollars in thousands) |
| Level 2 |
| Level 3 |
| Total |
| Impairment |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||||||
Loans held for sale | | $ | 9,488 | | $ | — | | $ | 9,488 | | $ | — | ||||||||||||
Individually evaluated | |
| — | |
| 2,813 | |
| 2,813 | |
| 954 | ||||||||||||
Collateral dependent loans | | $ | — | | $ | — | | $ | 3,998 | | $ | 3,998 | ||||||||||||
Foreclosed assets | |
| — | |
| 30 | |
| 30 | |
| — | |
| — | |
| — | |
| 32 | |
| 32 |
Servicing rights | |
| — | |
| 2,643 | |
| 2,643 | |
| — | |
| — | |
| — | |
| 2,052 | |
| 2,052 |
Loans Held for Sale
Loans originated and held for sale are carried at the lower of cost or estimated fair value. The Company obtains quotes or bids on these loans directly from purchasing financial institutions. Typically, these quotes include a premium on the sale and thus these quotes indicate estimated fair value of the held for sale loans is greater than cost.
Impairment losses for loans held for sale that are carried at the lower of cost or estimated fair value represent additional net write-downs during the period to record these loans at the lower of cost or estimated fair value, subsequent to their initial classification as loans held for sale.
The valuation techniques and significant unobservable inputs used to measure Level 3 estimated fair values as of June 30, 2023March 31, 2024 and December 31, 2022,2023, were as follows:
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | June 30, 2023 | | | | | | March 31, 2024 | | ||||||||||
(dollars in thousands) | | | | | | | | | | Weighted | | | | | | | | | | | Weighted | |
Asset Type |
| Valuation Technique |
| Unobservable Input | Fair Value |
| Range |
| Average |
|
| Valuation Technique |
| Unobservable Input | Fair Value |
| Range |
| Average |
| ||
Individually evaluated |
| Appraisal value |
| Property specific adjustment | $ | 2,390 |
| N/A | | N/A |
|
| Appraisal value |
| Property specific adjustment | $ | 4,033 |
| 10.0 | % | 10.0 | % |
Foreclosed assets |
| Appraisal value |
| Property specific adjustment |
| — |
| N/A |
| N/A |
|
| Appraisal value |
| Property specific adjustment (1) |
| 3 |
| N/A |
| N/A |
|
Servicing rights |
| Discounted cash flows |
| Prepayment speed assumptions |
| 2,351 |
| 83-134 |
| 101 |
|
| Discounted cash flows |
| Prepayment speed assumptions |
| 1,983 |
| 82-172 |
| 103 |
|
|
|
|
| Discount rate |
|
|
| 11.0 | % | 11.0 | % |
|
|
| Discount rate |
|
|
| 11.1 | % | 11.1 | % |
(1) | There were no discounts taken on the collateral that comprises the balance of foreclosed assets as of March 31, 2024. |
| | | | | | | | | | | |
| | | | | December 31, 2022 | | |||||
(dollars in thousands) | | | | | | | | | | Weighted |
|
Asset Type |
| Valuation Technique |
| Unobservable Input | Fair Value |
| Range |
| Average |
| |
Individually evaluated |
| Appraisal value |
| Property specific adjustment | $ | 2,813 |
| N/A |
| N/A | |
Foreclosed assets |
| Appraisal value |
| Property specific adjustment |
| 30 |
| N/A |
| N/A | |
Servicing rights |
| Discounted cash flows |
| Prepayment speed assumptions |
| 2,643 |
| 103-137 |
| 115 | |
|
|
|
| Discount rate |
|
|
| 10.5 | % | 10.5 | % |
40
| | | | | | | | | | | |
| | | | | December 31, 2023 | | |||||
(dollars in thousands) | | | | | | | | | | Weighted |
|
Asset Type |
| Valuation Technique |
| Unobservable Input | Fair Value |
| Range |
| Average |
| |
Individually evaluated |
| Appraisal value |
| Property specific adjustment | $ | 3,998 |
| 10.0 | % | 10.0 | % |
Foreclosed assets |
| Appraisal value |
| Property specific adjustment (1) |
| 32 |
| N/A |
| N/A | |
Servicing rights |
| Discounted cash flows |
| Prepayment speed assumptions |
| 2,052 |
| 85-151 |
| 104 | |
|
|
|
| Discount rate |
|
|
| 11.1 | % | 11.1 | % |
(1) | There were no discounts taken on the collateral that comprises the balance of foreclosed assets as of December 31, 2023. |
Disclosure of estimated fair value information about financial instruments, for which it is practicable to estimate that value, is required whether or not recognized in the consolidated balance sheets. In cases in which quoted market prices are not available, estimated fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimate of future cash flows. In that regard, the derived estimated fair value estimates cannot be substantiated by comparison to independent markets and, in many cases could not be realized in immediate settlement of the instruments. Certain
41
financial instruments, with an estimated fair value that is not practicable to estimate and all non-financial instruments, are excluded from the disclosure requirements. Accordingly, the aggregate estimated fair value amounts presented do not necessarily represent the underlying value of the Company.
The following disclosures represent financial instruments in which the ending balances, as of June 30, 2023March 31, 2024 and December 31, 2022,2023, were not carried at estimated fair value in their entirety on the consolidated balance sheets.
Cash and Cash Equivalents and Accrued Interest
The carrying amounts reported in the consolidated balance sheets approximate those assets and liabilities estimated fair values.
Investment Securities, Held-to-Maturity
The fair values of debt securities held-to-maturity are based on quoted market prices for the same or similar securities, recently executed transactions and pricing models.
Loans
For variable-rate loans that reprice frequently and with no significant change in credit risk, estimated fair values are based on carrying values. The estimated fair values of other loans are estimated using discounted cash flow analysis, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.
Bank-Owned Life Insurance
Bank-owned life insurance is carried at the amount due upon surrender of the policy, which is also the estimated fair value. This amount was provided by the insurance companies based on the terms of the underlying insurance contract.
Deposits
The estimated fair values of demand deposits are, by definition, equal to the amount payable on demand at the consolidated balance sheet date. The estimated fair values of fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies current incremental interest rates being offered on certificates of deposit to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit.
Short-Term Borrowings and Long-Term Debt
For variable-rate borrowings that reprice frequently, estimated fair values are based on carrying values. The estimated fair values of fixed-rate borrowings are estimated using discounted cash flow analysis, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.
Off-Balance Sheet Credit-Related Commitments
Off-balance sheet credit related commitments are generally of short-term nature. The contract amount of such commitments approximates their estimated fair value since the commitments are comprised primarily of unfunded loan commitments which are generally priced at market at the time of funding.
4241
Short-Term Borrowings and Long-Term Debt
For variable-rate borrowings that reprice frequently, estimated fair values are based on carrying values. The estimated fair values of fixed-rate borrowings are estimated using discounted cash flow analysis, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.
Off-Balance Sheet Credit-Related Commitments
Off-balance sheet credit related commitments are generally of short-term nature. The contract amount of such commitments approximates their estimated fair value since the commitments are comprised primarily of unfunded loan commitments which are generally priced at market at the time of funding.
The estimated fair values, and related carrying or notional amounts, of the Company’s financial instruments at the dates indicated are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2023 | | March 31, 2024 | ||||||||||||||||||||||||||
| | Carrying | | Estimated Fair Value | | Carrying | | Estimated Fair Value | ||||||||||||||||||||||
(dollars in thousands) |
| Amount |
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| Amount |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||||||||
Financial Assets |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents | | $ | 65,471 | | $ | 65,471 | | $ | — | | $ | — | | $ | 65,471 | | $ | 545,772 | | $ | 545,772 | | $ | — | | $ | — | | $ | 545,772 |
Investment securities held-to-maturity | | | 308,416 | | | — | | | 260,710 | | | — | | | 260,710 | | | 291,932 | | | — | | | 249,807 | | | — | | | 249,807 |
Loans, net | |
| 2,497,826 | |
| — | |
| — | |
| 2,403,819 | |
| 2,403,819 | |
| 2,762,891 | |
| — | |
| — | |
| 2,623,566 | |
| 2,623,566 |
Accrued interest receivable | |
| 13,587 | |
| 13,587 | |
| — | |
| — | |
| 13,587 | |
| 16,149 | |
| 16,149 | |
| — | |
| — | |
| 16,149 |
Bank-owned life insurance | |
| 32,793 | |
| — | |
| 32,793 | |
| — | |
| 32,793 | |
| 33,396 | |
| — | |
| 33,396 | |
| — | |
| 33,396 |
Financial Liabilities | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Noninterest-bearing deposits | | $ | 715,534 | | $ | — | | $ | 715,534 | | $ | — | | $ | 715,534 | | $ | 692,500 | | $ | — | | $ | 692,500 | | $ | — | | $ | 692,500 |
Interest-bearing deposits | |
| 1,833,154 | |
| — | |
| 1,833,154 | |
| — | |
| 1,833,154 | |
| 2,135,740 | |
| — | |
| 2,135,740 | |
| — | |
| 2,135,740 |
Time deposits | |
| 304,167 | |
| — | |
| — | |
| 300,375 | |
| 300,375 | |
| 456,729 | |
| — | |
| 454,272 | |
| — | |
| 454,272 |
Short-term borrowings | |
| 492,060 | |
| 492,060 | |
| — | |
| — | |
| 492,060 | |
| 555,000 | |
| 555,000 | |
| — | |
| — | |
| 555,000 |
Long-term debt | |
| 58,900 | |
| — | |
| 56,008 | |
| — | |
| 56,008 | |
| 58,985 | |
| — | |
| 57,983 | |
| — | |
| 57,983 |
Accrued interest payable | |
| 2,960 | |
| 2,960 | |
| — | |
| — | |
| 2,960 | |
| 11,304 | |
| 11,304 | |
| — | |
| — | |
| 11,304 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 | | December 31, 2023 | ||||||||||||||||||||||||||
| | Carrying | | Estimated Fair Value | | Carrying | | Estimated Fair Value | ||||||||||||||||||||||
(dollars in thousands) |
| Amount |
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| Amount |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||||||||
Financial Assets |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents | | $ | 58,242 | | $ | 58,242 | | $ | — | | $ | — | | $ | 58,242 | | $ | 129,893 | | $ | 129,893 | | $ | — | | $ | — | | $ | 129,893 |
Investment securities held-to-maturity | | | 321,902 | | | — | | | 270,912 | | | — | | | 270,912 | | | 299,728 | | | — | | | 258,617 | | | — | | | 258,617 |
Loans, net | |
| 2,412,848 | |
| — | |
| — | |
| 2,311,956 | |
| 2,311,956 | |
| 2,723,740 | |
| — | |
| — | |
| 2,590,535 | |
| 2,590,535 |
Accrued interest receivable | |
| 12,869 | |
| 12,869 | |
| — | |
| — | |
| 12,869 | |
| 15,700 | |
| 15,700 | |
| — | |
| — | |
| 15,700 |
Bank-owned life insurance | |
| 33,991 | |
| — | |
| 33,991 | |
| — | |
| 33,991 | |
| 33,236 | |
| — | |
| 33,236 | |
| — | |
| 33,236 |
Financial Liabilities | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Noninterest-bearing deposits | | $ | 860,987 | | $ | — | | $ | 860,987 | | $ | — | | $ | 860,987 | | $ | 728,082 | | $ | — | | $ | 728,082 | | $ | — | | $ | 728,082 |
Interest-bearing deposits | |
| 1,842,138 | |
| — | |
| 1,842,138 | |
| — | |
| 1,842,138 | |
| 1,955,967 | |
| — | |
| 1,955,967 | |
| — | |
| 1,955,967 |
Time deposits | |
| 212,359 | |
| — | |
| — | |
| 208,550 | |
| 208,550 | |
| 411,562 | |
| — | |
| 408,910 | |
| — | |
| 408,910 |
Short-term borrowings | |
| 378,080 | |
| 378,080 | |
| — | |
| — | |
| 378,080 | |
| 314,170 | |
| 314,170 | |
| — | |
| — | |
| 314,170 |
Long-term debt | |
| 58,843 | |
| — | |
| 56,116 | |
| — | |
| 56,116 | |
| 58,956 | |
| — | |
| 57,437 | |
| — | |
| 57,437 |
Accrued interest payable | |
| 2,426 | |
| 2,426 | |
| — | |
| — | |
| 2,426 | |
| 6,826 | |
| 6,826 | |
| — | |
| — | |
| 6,826 |
4342
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
The following discussion explains ourthe Company’s financial condition and results of operations as of and for the three and six months ended June 30, 2023March 31, 2024 and 2022.2023. Annualized results for this interim period may not be indicative of results for the full year or future periods. The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes presented elsewhere in this report and the Company’s Annual Report on Form 10-K for the year ended December 31, 2022,2023, filed with the Securities and Exchange CommissionSEC on March 13, 2023.8, 2024.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of Alerus Financial Corporation. These statements are often, but not always, identified by words such as “may”, “might”, “should”, “could”, “predict”, “potential”, “believe”, “expect”, “continue”, “will”, “anticipate”, “seek”, “estimate”, “intend”, “plan”, “projection”, “would”, “annualized”,“may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” “annualized,” “target” and “outlook”,“outlook,” or the negative version of those words or other comparable words of a future or forward-looking nature. Examples of forward-looking statements include, among others, statements wethe Company make regarding ourthe Company’s projected growth, anticipated future financial performance, financial condition, credit quality and management’s long-term performance goals and the future plans and prospects of Alerus Financial Corporation.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on ourthe Company’s current beliefs, expectations and assumptions regarding the future of ourCompany’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of ourthe Company’s control. OurThe Company’s actual results and financial condition may differ materially from those indicated in forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause ourthe Company’s actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, the following:
● | interest rate |
● |
● | new or revised accounting |
● | business and economic conditions generally and in the financial services industry, nationally and within |
● | the effects of recent developments and events in the financial services industry, including the large-scale deposit withdrawals over a |
44
● | the overall health of the local and national real estate market; |
● | concentrations within |
● | the level of nonperforming assets on |
● |
43
● | the impact of economic or market conditions on |
● |
● |
● | the occurrence of fraudulent activity, breaches or failures of |
● | interruptions involving |
● | potential losses incurred in connection with mortgage loan repurchases; |
● | the composition of |
● |
● | increased competition in the financial services industry from non-banks such as credit unions and Fintech companies, including |
● | the Company’s ability to successfully manage liquidity risk, including the Company’s need to access higher cost sources of funds such as fed funds purchased and short-term borrowings; |
● | the concentration of large deposits from certain clients, who have balances above current Federal Deposit Insurance Corporation (“FDIC”) insurance limits; |
● | the effectiveness of |
● | the commencement and outcome of litigation and other legal proceedings and regulatory actions against |
● | potential impairment to the goodwill |
● | the extensive regulatory framework that applies to |
● | the impact of recent and future legislative and regulatory changes, including in response to the recent |
● | fluctuations in the values of the securities held in the Company’s securities portfolio, including as a result of changes in interest rates; |
● | governmental monetary, trade and fiscal policies; |
● | risks related to climate change and the negative impact it may have on |
● | severe weather, natural disasters, widespread disease or pandemics; |
4544
● | acts of war or terrorism, including the ongoing Israeli-Palestinian conflict and the Russian invasion of Ukraine, or other adverse external events; |
● | any material weaknesses in |
● | changes to U.S. or state tax laws, regulations and guidance, including the |
● | potential changes in federal policy and at regulatory agencies as a result of the upcoming 2024 presidential election; |
● | talent and labor shortages and employee turnover; |
● | the Company’s success at managing the risks involved |
● | any other risks described in the “Risk Factors” |
Any forward-looking statement made by usthe Company in this report is based only on information currently available to usthe Company and speaks only as of the date on which it is made. We undertakeThe Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Overview
We areThe Company is a diversified financialcommercial wealth bank and national retirement services companyprovider headquartered in Grand Forks, North Dakota. Through ourthe Company’s subsidiary, Alerus Financial, National Association, or the Bank, we providethe Company provides financial solutions to businesses and consumers through fourthree distinct business lines—banking, retirement and benefit services, and wealth management and mortgage.management. These solutions are delivered through a relationship-oriented primary point of contact along with responsive and client-friendly technology.
OurThe Company’s business model produces strong financial performance and a diversified revenue stream, which has helped usthe Company establish a brand and culture yielding both a loyal client base and passionate and dedicated employees. We generateThe Company generates a majority of our overall revenue from noninterest income, which is driven primarily by ourthe Company’s retirement and benefit services, wealth management and mortgage business lines. The remainder of ourthe Company’s revenue consists of net interest income, which we derivethe Company derives from offering our traditional banking products and services.
Critical Accounting Policies
OurCritical accounting policies are defined as those that are reflective of significant judgements and uncertainties and could potentially result in materially different results under different assumptions and conditions. In preparing the Company’s consolidated financial statements, are prepared based on the application of accounting policies generally accepted in the United States, or GAAP. The preparation of our consolidated financial statements requires management is required to make significant estimates and judgmentsassumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Theseexpenses reported. Actual results could differ materially from our current estimates as a result of changing conditions and future events. Several estimates are based upon historical experienceparticularly critical and are susceptible to significant near term change, including (i) the ACL, including the ACL on various other assumptions that management believes are reasonable under current circumstances. These estimates form the basis for making judgments about the carryinginvestment securities, loans, and unfunded commitments; (ii) goodwill and intangible assets impairment; and (iii) fair value of certain assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions or conditions. The estimates and judgments that management believesmeasurements.
There have the most effect onbeen no material changes to the Company’s reported financial position and results of operations are set forth in Note 1 – Significant Accounting Policies of the Notes to the Consolidated Statements, included in ourcritical accounting policies from those disclosed within its Annual Report on Form 10-K for the year ended December 31, 2022.
On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which created material changes2023. Refer to the Company’s existingAnnual Report on Form 10-K for the year ended December 31, 2023 for discussion of the Company’s critical accounting policy that existed at December 31, 2022. Effective January 1, 2023, through March 31, 2023, the significant accounting policy which we believe to be critical in preparing our consolidated financial is the determination of the allowance for credit losses.policies.
4645
Management considers the policies related to the allowance for credit losses critical to the financial statement presentation. The allowance for credit losses is established through the provision for credit losses charged to current earnings. The Company’s methodologies for estimating the allowance for credit losses consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. Refer to Note 1 – Significant“NOTE 2 Recent Accounting Policies in the accompanying notes toPronouncements” of the consolidated financial statements for further discussion on the methodology in establishing the allowance for credit losses.of accounting pronouncements issued but yet to be adopted and implemented.
The JOBS Act permits the Company an extended transition period for complying with new or revised accounting standards affecting public companies. The Company has elected to take advantage of this extended transition period, which means that the financial statements included in this report, as well as any financial statements filed in the future, will not be subject to all new or revised accounting standards generally applicable to public companies for the transition period for so long as the Company remains an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period under the JOBS Act.
Recent Developments
Shareholder Dividend
On May 11, 2023,February 28, 2024, the Board of Directors of the Company declared a quarterly cash dividend of $0.19 per common share. This dividend was paid on July 14, 2023,April 12, 2024, to stockholders of record at the close of business on JuneMarch 15, 2023.2024.
Operating Results Overview
The following table summarizes key financial results as of and for the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended | | Six months ended | | | Three months ended | | ||||||||||||||||||
| | June 30, | | March 31, | | June 30, | | June 30, | | June 30, | | | March 31, | | December 31, | | March 31, | | ||||||||
(dollars and shares in thousands, except per share data) |
| 2023 |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2024 |
| 2023 |
| 2023 |
| ||||||||
Performance Ratios | |
| | |
| | |
| | |
| | |
| | | |
| | |
| | |
| | |
Return on average total assets | |
| 0.96 | % |
| 0.88 | % |
| 1.14 | % |
| 0.92 | % |
| 1.20 | % | |
| 0.63 | % |
| (1.51) | % |
| 0.88 | % |
Return on average common equity | |
| 10.14 | % |
| 9.17 | % |
| 11.93 | % |
| 9.66 | % |
| 11.85 | % | |
| 7.04 | % |
| (16.75) | % |
| 9.17 | % |
Return on average tangible common equity (1) | |
| 13.71 | % |
| 12.58 | % |
| 15.25 | % |
| 13.15 | % |
| 14.97 | % | |
| 9.78 | % |
| (18.85) | % |
| 12.58 | % |
Noninterest income as a % of revenue | |
| 53.69 | % |
| 51.63 | % |
| 56.20 | % |
| 52.65 | % |
| 56.91 | % | |
| 53.26 | % |
| 3.54 | % |
| 51.63 | % |
Net interest margin (taxable-equivalent basis) | |
| 2.52 | % |
| 2.70 | % |
| 2.98 | % |
| 2.61 | % |
| 2.91 | % | |
| 2.30 | % |
| 2.37 | % |
| 2.70 | % |
Adjusted net interest margin (tax-equivalent basis) (1) | | | 2.44 | % | | 2.37 | % | | 2.70 | % | ||||||||||||||||
Efficiency ratio (1) | |
| 72.79 | % |
| 74.53 | % |
| 74.72 | % |
| 73.67 | % |
| 73.50 | % | |
| 78.88 | % |
| 165.40 | % |
| 74.53 | % |
Adjusted efficiency ratio (1) | | | 78.88 | % | | 79.07 | % | | 74.53 | % | ||||||||||||||||
Average equity to average assets | |
| 9.52 | % |
| 9.54 | % |
| 9.59 | % | | 9.53 | % | | 10.13 | % | |
| 8.87 | % |
| 9.03 | % |
| 9.54 | % |
Net charge-offs/(recoveries) to average loans | | | (0.07) | % |
| 0.03 | % |
| 0.07 | % |
| (0.02) | % |
| 0.02 | % | | | 0.01 | % |
| (0.04) | % |
| 0.03 | % |
Dividend payout ratio | |
| 42.22 | % | | 45.00 | % | | 34.62 | % | | 43.53 | % | | 30.91 | % | |
| 59.38 | % | | (26.03) | % | | 45.00 | % |
Per Common Share | |
| | |
| | |
| | |
| | |
| | | |
| | |
| | |
| | |
Earnings per common share - basic | | $ | 0.45 | | $ | 0.41 | | $ | 0.53 | | $ | 0.86 | | $ | 1.11 | | ||||||||||
Earnings per common share - diluted | | $ | 0.45 | | $ | 0.40 | | $ | 0.52 | | $ | 0.85 | | $ | 1.10 | | ||||||||||
Earnings (losses) per common share − basic | | $ | 0.32 | | $ | (0.74) | | $ | 0.41 | | ||||||||||||||||
Earnings (losses) per common share − diluted | | $ | 0.32 | | $ | (0.73) | | $ | 0.40 | | ||||||||||||||||
Dividends declared per common share | | $ | 0.19 | | $ | 0.18 | | $ | 0.18 | | $ | 0.37 | | $ | 0.34 | | | $ | 0.19 | | $ | 0.19 | | $ | 0.18 | |
Book value per common share | | $ | 17.96 | | $ | 17.90 | | $ | 17.75 | | | | | | | | | $ | 18.79 | | $ | 18.71 | | $ | 17.90 | |
Tangible book value per common share (1) | | $ | 14.60 | | $ | 14.50 | | $ | 14.93 | | | | | | | | | $ | 15.63 | | $ | 15.46 | | $ | 14.50 | |
Average common shares outstanding - basic | |
| 20,033 | |
| 20,028 | |
| 17,297 | |
| 20,030 | |
| 17,271 | | ||||||||||
Average common shares outstanding - diluted | |
| 20,241 | |
| 20,246 | |
| 17,532 | |
| 20,243 | |
| 17,517 | | ||||||||||
Average common shares outstanding − basic | |
| 19,739 | |
| 19,761 | |
| 20,028 | | ||||||||||||||||
Average common shares outstanding − diluted | |
| 19,986 | |
| 19,996 | |
| 20,246 | | ||||||||||||||||
Other Data | | | | |
| | |
| | |
| | |
| | | | | | |
| | |
| | |
Retirement and benefit services assets under administration/management | | $ | 35,052,652 | | $ | 33,404,342 | | $ | 31,749,157 | | | | | | | | | $ | 38,488,523 | | $ | 36,682,425 | | $ | 33,404,342 | |
Wealth management assets under administration/management | | $ | 3,857,710 | | $ | 3,675,684 | | $ | 4,147,763 | | | | | | | | | $ | 4,242,408 | | $ | 4,018,846 | | $ | 3,675,684 | |
Mortgage originations | | $ | 111,261 | | $ | 77,728 | | $ | 269,397 | | $ | 188,989 | | $ | 456,159 | | | $ | 54,101 | | $ | 65,488 | | $ | 77,728 | |
(1) | Represents a non-GAAP financial measure. See “Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures.” |
4746
Selected Financial Data
The following tables summarize selected financial data as of and for the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended | | Six months ended | | Three months ended | ||||||||||||||||||
| | June 30, | | March 31, | | June 30, | | June 30, | | June 30, | | March 31, | | December 31, | | March 31, | ||||||||
(dollars in thousands) |
| 2023 |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| 2024 |
| 2023 |
| 2023 | ||||||||
Selected Average Balance Sheet Data | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Loans | | $ | 2,482,413 | | $ | 2,457,154 | | $ | 1,838,631 | | $ | 2,469,853 | | $ | 1,803,623 | | $ | 2,768,514 | | $ | 2,653,622 | | $ | 2,457,154 |
Investment securities | |
| 1,007,792 | |
| 1,034,288 | |
| 1,164,625 | |
| 1,020,967 | |
| 1,190,298 | |
| 775,305 | |
| 921,555 | |
| 1,034,288 |
Assets | |
| 3,785,487 | |
| 3,791,536 | |
| 3,258,655 | |
| 3,788,494 | |
| 3,272,654 | |
| 4,139,053 | |
| 3,868,561 | |
| 3,791,536 |
Deposits | |
| 2,940,216 | |
| 2,933,022 | |
| 2,740,417 | |
| 2,936,638 | |
| 2,778,411 | |
| 3,163,565 | |
| 2,994,900 | |
| 2,933,022 |
Fed funds purchased | |
| 360,033 | |
| 290,187 | |
| 81,506 | |
| 325,303 | |
| 40,978 | |||||||||
Short-term borrowings | | | — | | | 80,000 | | | 9,615 | | | 39,779 | | | 4,834 | |||||||||
Fed funds purchased and Bank Term Funding Program | |
| 282,614 | |
| 189,568 | |
| 290,187 | |||||||||||||||
FHLB short-term advances | | | 200,000 | | | 200,000 | | | 80,000 | |||||||||||||||
Long-term debt | |
| 58,886 | |
| 58,858 | |
| 58,876 | |
| 58,872 | |
| 58,892 | |
| 58,971 | |
| 58,943 | |
| 58,858 |
Stockholders’ equity | |
| 360,216 | |
| 361,857 | |
| 312,515 | |
| 361,032 | |
| 331,425 | |
| 367,248 | |
| 349,382 | |
| 361,857 |
| | | | | | | | | | | | | | | | | | | | | |
| | June 30, | | March 31, | | December 31, | | June 30, | | March 31, | | December 31, | | March 31, | |||||||
(dollars in thousands) |
| 2023 |
| 2023 |
| 2022 |
| 2022 |
| 2024 |
| 2023 |
| 2023 | |||||||
Selected Period End Balance Sheet Data | | | | | | | | | | | | | | | | | | | | | |
Loans | | $ | 2,533,522 | | $ | 2,486,625 | | $ | 2,443,994 | | $ | 1,890,243 | | $ | 2,799,475 | | $ | 2,759,583 | | $ | 2,486,625 |
Allowance for credit losses on loans | |
| (35,696) | |
| (35,102) | |
| (31,146) | |
| (31,373) | |
| (36,584) | |
| (35,843) | |
| (35,102) |
Investment securities | |
| 985,870 | |
| 1,019,473 | |
| 1,039,226 | |
| 1,130,538 | |
| 768,757 | |
| 786,251 | |
| 1,019,473 |
Assets | |
| 3,832,978 | |
| 3,886,773 | |
| 3,779,637 | |
| 3,295,065 | |
| 4,338,093 | |
| 3,907,713 | |
| 3,886,773 |
Deposits | |
| 2,852,855 | |
| 3,031,978 | |
| 2,915,484 | |
| 2,619,550 | |
| 3,284,969 | |
| 3,095,611 | |
| 3,031,978 |
Long-term debt | |
| 58,900 | |
| 58,872 | |
| 58,843 | |
| 58,870 | |
| 58,985 | |
| 58,956 | |
| 58,872 |
Total stockholders’ equity | |
| 357,685 | |
| 359,118 | |
| 356,872 | |
| 307,158 | |
| 371,635 | |
| 369,127 | |
| 359,118 |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended | | Six months ended | | Three months ended | ||||||||||||||||||
| | June 30, | | March 31, | | June 30, | | June 30, | | June 30, | | March 31, | | December 31, | | March 31, | ||||||||
(dollars in thousands) |
| 2023 |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| 2024 |
| 2023 |
| 2023 | ||||||||
Selected Income Statement Data | | | | | | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 22,234 | | $ | 23,658 | | $ | 22,776 | | $ | 45,892 | | $ | 44,449 | | $ | 22,219 | | $ | 21,552 | | $ | 23,659 |
Provision for credit losses | |
| — | |
| 550 | |
| — | |
| 550 | |
| — | |
| — | |
| 1,507 | |
| 550 |
Noninterest income | |
| 25,778 | |
| 25,253 | |
| 29,226 | |
| 51,031 | |
| 58,696 | |
| 25,323 | |
| 791 | |
| 25,253 |
Noninterest expense | |
| 36,373 | |
| 37,869 | |
| 39,984 | |
| 74,242 | |
| 78,055 | |
| 39,019 | |
| 38,654 | |
| 37,870 |
Income before income taxes | |
| 11,639 | |
| 10,492 | |
| 12,018 | |
| 22,131 | |
| 25,090 | |||||||||
Income tax expense | |
| 2,535 | |
| 2,306 | |
| 2,725 | |
| 4,841 | |
| 5,613 | |||||||||
Net income | | $ | 9,104 | | $ | 8,186 | | $ | 9,293 | | $ | 17,290 | | $ | 19,477 | |||||||||
Income (loss) before income taxes | |
| 8,523 | |
| (17,818) | |
| 10,492 | |||||||||||||||
Income tax expense (benefit) | |
| 2,091 | |
| (3,064) | |
| 2,307 | |||||||||||||||
Net income (loss) | | $ | 6,432 | | $ | (14,754) | | $ | 8,185 |
47
Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures
In addition to the results presented in accordance with GAAP, wethe Company routinely supplement oursupplements its evaluation with an analysis of certain non-GAAP financial measures. These non-GAAP financial measures include the ratio of tangible common equity to tangible assets, adjusted tangible common equity to tangible assets, tangible book value per common share, return on average tangible common equity, efficiency ratio, adjusted efficiency ratio, adjusted noninterest income, net interest margin (tax-equivalent), and the efficiency ratio, as adjusted.adjusted net interest margin (tax-equivalent). Management uses these non-GAAP financial measures in its analysis of its performance, and believes financial analysts and others frequently use these measures, and other similar measures, to evaluate capital adequacy. Management calculates: (i) tangible common equity as total common stockholders'stockholders’ equity less goodwill and other intangible assets; (ii) adjusted tangible common equity as total common stockholders’ equity less goodwill, other intangible assets, and cash proceeds from BTFP; (iii) tangible book value per common share as tangible common equity divided by shares of common stock outstanding; (iii)(iv) tangible assets as total assets, less goodwill and other intangible assets; (iv)(v) return on average tangible common equity as net income adjusted for intangible amortization net of tax, divided by average tangible common equity; and (v)(vi) efficiency ratio as adjusted, as noninterest expense less intangible amortization expense, divided by net interest income plus noninterest income plus a tax-equivalent adjustment.adjustment; (vii) adjusted efficiency ratio as noninterest expense less intangible amortization expense, divided by net interest income plus noninterest income plus a tax-equivalent adjustment less net gains (losses) on investment securities; (viii) adjusted noninterest income as noninterest income adjusted for net gains (losses) on investment securities; and (ix) adjusted net interest margin (tax equivalent) as net interest income less cash interest income and interest expense related to BTFP, adjusted for tax equivalent related to loans and securities, and adjust interest earning assets less average cash proceeds balance from BTFP.
48
The following tables present these non-GAAP financial measures along with the most directly comparable financial measures calculated in accordance with GAAP as of and for the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
|
| June 30, | | March 31, | | December 31, | | June 30, | |
| March 31, | | December 31, | | March 31, | | |||||||
(dollars and shares in thousands, except per share data) |
| 2023 |
| 2023 |
| 2022 |
| 2022 |
|
| 2024 |
| 2023 |
| 2023 |
| |||||||
Tangible common equity to tangible assets |
| |
| | | | | | | |
| | |
| |
| | | | | | | |
Total common stockholders’ equity | | $ | 357,685 | | $ | 359,118 | | $ | 356,872 | | $ | 307,158 | | | $ | 371,635 | | $ | 369,127 | | $ | 359,118 | |
Less: Goodwill | |
| 47,087 | |
| 47,087 | |
| 47,087 | |
| 31,337 | | |
| 46,783 | |
| 46,783 | |
| 47,087 | |
Less: Other intangible assets | |
| 19,806 | |
| 21,131 | |
| 22,455 | |
| 17,511 | | |
| 15,834 | |
| 17,158 | |
| 21,131 | |
Tangible common equity (a) | |
| 290,792 | |
| 290,900 | |
| 287,330 | |
| 258,310 | | |
| 309,018 | |
| 305,186 | |
| 290,900 | |
Total assets | |
| 3,832,978 | |
| 3,886,773 | |
| 3,779,637 | |
| 3,295,065 | | |
| 4,338,093 | |
| 3,907,713 | |
| 3,886,773 | |
Less: Goodwill | |
| 47,087 | |
| 47,087 | |
| 47,087 | |
| 31,337 | | |
| 46,783 | |
| 46,783 | |
| 47,087 | |
Less: Other intangible assets | |
| 19,806 | |
| 21,131 | |
| 22,455 | |
| 17,511 | | |
| 15,834 | |
| 17,158 | |
| 21,131 | |
Tangible assets (b) | |
| 3,766,085 | |
| 3,818,555 | |
| 3,710,095 | |
| 3,246,217 | | |
| 4,275,476 | |
| 3,843,772 | |
| 3,818,555 | |
Tangible common equity to tangible assets (a)/(b) | |
| 7.72 | % |
| 7.62 | % |
| 7.74 | % |
| 7.96 | % | |
| 7.23 | % |
| 7.94 | % |
| 7.62 | % |
Adjusted Tangible Common Equity to Tangible Assets | | | | | | | | | | | |||||||||||||
Tangible assets (b) | | $ | 4,275,476 | | $ | 3,843,772 | | $ | 3,818,555 | | |||||||||||||
Less: Cash proceeds from BTFP | | | 355,000 | | | — | | | — | | |||||||||||||
Adjusted tangible assets (c) | | | 3,920,476 | | | 3,843,772 | | | 3,818,555 | | |||||||||||||
Adjusted tangible common equity to tangible assets (a)/(c) | | | 7.88 | % | | 7.94 | % | | 7.62 | % | |||||||||||||
Tangible book value per common share | | | | | | | | | | | | | | | | | | | | | | | |
Total common stockholders’ equity | | $ | 357,685 | | $ | 359,118 | | $ | 356,872 | | $ | 307,158 | | | $ | 371,635 | | $ | 369,127 | | $ | 359,118 | |
Less: Goodwill | | | 47,087 | | | 47,087 | | | 47,087 | | | 31,337 | | | | 46,783 | | | 46,783 | | | 47,087 | |
Less: Other intangible assets | | | 19,806 | | | 21,131 | | | 22,455 | | | 17,511 | | | | 15,834 | | | 17,158 | | | 21,131 | |
Tangible common equity (c) | | | 290,792 | | | 290,900 | | | 287,330 | | | 258,310 | | ||||||||||
Total common shares issued and outstanding (d) | | | 19,915 | | | 20,067 | |
| 19,992 | |
| 17,306 | | ||||||||||
Tangible book value per common share (c)/(d) | | $ | 14.60 | | $ | 14.50 | | $ | 14.37 | | $ | 14.93 | | ||||||||||
Tangible common equity (d) | | | 309,018 | | | 305,186 | | | 290,900 | | |||||||||||||
Total common shares issued and outstanding (e) | | | 19,777 | | | 19,734 | |
| 20,067 | | |||||||||||||
Tangible book value per common share (d)/(e) | | $ | 15.63 | | $ | 15.46 | | $ | 14.50 | |
| | | | | | | | | | | | | | | | |
| | Three months ended | | Six months ended | | |||||||||||
| | June 30, | | March 31, | | June 30, | | June 30, | | June 30, | | |||||
(dollars and shares in thousands, except per share data) |
| 2023 |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| |||||
Return on average tangible common equity | | | | | | | | | | | | | | | | |
Net income | | $ | 9,104 | | $ | 8,186 | | $ | 9,293 | | $ | 17,290 | | $ | 19,477 | |
Add: Intangible amortization expense (net of tax) | |
| 1,046 | |
| 1,046 | |
| 832 | |
| 2,092 | |
| 1,664 | |
Net income, excluding intangible amortization (e) | |
| 10,150 | |
| 9,232 | |
| 10,125 | |
| 19,382 | |
| 21,141 | |
Average total equity | |
| 360,216 | |
| 361,857 | |
| 312,515 | |
| 361,032 | |
| 331,425 | |
Less: Average goodwill | |
| 47,087 | |
| 47,087 | |
| 31,488 | |
| 47,087 | |
| 31,489 | |
Less: Average other intangible assets (net of tax) | |
| 16,153 | |
| 17,208 | |
| 14,737 | |
| 16,678 | |
| 15,151 | |
Average tangible common equity (f) | |
| 296,976 | |
| 297,562 | |
| 266,290 | |
| 297,267 | |
| 284,785 | |
Return on average tangible common equity (e)/(f) | |
| 13.71 | % |
| 12.58 | % |
| 15.25 | % |
| 13.15 | % |
| 14.97 | % |
Efficiency ratio | |
| | |
| | |
| | |
| | |
| | |
Noninterest expense | | $ | 36,373 | | $ | 37,869 | | $ | 39,984 | | $ | 74,242 | | $ | 78,055 | |
Less: Intangible amortization expense | |
| 1,324 | |
| 1,324 | |
| 1,053 | |
| 2,648 | |
| 2,106 | |
Adjusted noninterest expense (g) | |
| 35,049 | |
| 36,545 | |
| 38,931 | |
| 71,594 | |
| 75,949 | |
Net interest income | |
| 22,234 | |
| 23,658 | |
| 22,776 | |
| 45,892 | |
| 44,449 | |
Noninterest income | |
| 25,778 | |
| 25,253 | |
| 29,226 | |
| 51,031 | |
| 58,696 | |
Tax-equivalent adjustment | |
| 140 | |
| 124 | |
| 100 | |
| 264 | |
| 194 | |
Total tax-equivalent revenue (h) | |
| 48,152 | |
| 49,035 | |
| 52,102 | |
| 97,187 | |
| 103,339 | |
Efficiency ratio (g)/(h) | |
| 72.79 | % |
| 74.53 | % |
| 74.72 | % |
| 73.67 | % |
| 73.50 | % |
48
| | | | | | | | | | |
| | Three months ended | | |||||||
| | March 31, | | December 31, | | March 31, | | |||
(dollars and shares in thousands, except per share data) |
| 2024 |
| 2023 |
| 2023 |
| |||
Return on average tangible common equity | | | | | | | | | | |
Net income (loss) | | $ | 6,432 | | $ | (14,754) | | $ | 8,186 | |
Add: Intangible amortization expense (net of tax) | |
| 1,046 | |
| 1,046 | |
| 1,046 | |
Net income (loss), excluding intangible amortization (f) | |
| 7,478 | |
| (13,708) | |
| 9,232 | |
Average total equity | |
| 367,248 | |
| 349,382 | |
| 361,857 | |
Less: Average goodwill | |
| 46,783 | |
| 46,783 | |
| 47,087 | |
Less: Average other intangible assets (net of tax) | |
| 13,018 | |
| 14,067 | |
| 17,209 | |
Average tangible common equity (g) | |
| 307,447 | |
| 288,532 | |
| 297,561 | |
Return on average tangible common equity (f)/(g) | |
| 9.78 | % |
| (18.85) | % |
| 12.58 | % |
Efficiency ratio | |
| | |
| | |
| | |
Noninterest expense | | $ | 39,019 | | $ | 38,654 | | $ | 37,869 | |
Less: Intangible amortization expense | |
| 1,324 | |
| 1,324 | |
| 1,324 | |
Adjusted noninterest expense (h) | |
| 37,695 | |
| 37,330 | |
| 36,545 | |
Net interest income | |
| 22,219 | |
| 21,552 | |
| 23,658 | |
Noninterest income | |
| 25,323 | |
| 791 | |
| 25,253 | |
Tax-equivalent adjustment | |
| 247 | |
| 226 | |
| 124 | |
Total tax-equivalent revenue (i) | |
| 47,789 | |
| 22,569 | |
| 49,035 | |
Efficiency ratio (h)/(i) | |
| 78.88 | % |
| 165.40 | % |
| 74.53 | % |
Adjusted Efficiency Ratio | |
|
| |
|
| |
|
| |
Noninterest expense | | $ | 39,019 | | $ | 38,654 | | $ | 37,869 | |
Less: Intangible amortization expense | |
| 1,324 | |
| 1,324 | |
| 1,324 | |
Adjusted noninterest expense (j) | |
| 37,695 | |
| 37,330 | |
| 36,545 | |
Net interest income | |
| 22,219 | |
| 21,552 | |
| 23,658 | |
Noninterest income | |
| 25,323 | |
| 791 | |
| 25,253 | |
Tax-equivalent adjustment | |
| 247 | |
| 226 | |
| 124 | |
Less: Net gains (losses) on investment securities | | | — | | | (24,643) | | | — | |
Total tax-equivalent revenue (k) | |
| 47,789 | |
| 47,212 | |
| 49,035 | |
Adjusted efficiency ratio (j)/(k) | |
| 78.88 | % |
| 79.07 | % |
| 74.53 | % |
Adjusted Noninterest Income | | | | | | | | | | |
Noninterest income | | $ | 25,323 | | $ | 791 | | $ | 25,253 | |
Add: Net gains (losses) on investment securities | | | — | | | (24,643) | | | — | |
Adjusted noninterest income | | $ | 25,323 | | $ | 25,434 | | $ | 25,253 | |
Adjusted Net Interest Margin (Tax-Equivalent) | | | | | | | | | | |
Net interest income | | $ | 22,219 | | $ | 21,552 | | $ | 23,658 | |
Less: BTFP cash interest income | | | 3,615 | | | — | | | — | |
Add: BTFP interest expense | | | 3,266 | | | — | | | — | |
Net interest income excluding BTFP impact | | | 21,870 | | | 21,552 | | | 23,658 | |
Add: Tax equivalent adjustment for loans and securities | | | 247 | | | 226 | | | 124 | |
Adjusted net interest income (l) | | $ | 22,117 | | $ | 21,778 | | $ | 23,782 | |
Interest earning assets | | | 3,921,529 | | | 3,645,184 | | | 3,567,402 | |
Less: Average cash proceeds balance from BTFP | | | 269,176 | | | — | | | — | |
Adjusted interest earning assets (m) | | $ | 3,652,353 | | $ | 3,645,184 | | $ | 3,567,402 | |
Adjusted net interest margin (tax-equivalent) (l)/(m) | | | 2.44 | % | | 2.37 | % | | 2.70 | % |
Discussion and Analysis of Results of Operations
Net Income
Net income for the three months ended June 30, 2023March 31, 2024, was $9.1$6.4 million, or $0.45$0.32 per diluted common share, a $189 thousand$1.8 million, or 2%21.4%, decrease compared to $9.3$8.2 million, or $0.52$0.40 per diluted common share, for the three months ended June 30, 2022.March 31, 2023. Earnings for the secondfirst quarter of 20232024 compared to the secondfirst quarter of 20222023 decreased primarily due to a $3.4 million decrease in noninterest income and a $0.5$1.4 million decrease in net interest income. Theseincome and $1.2 million increase in noninterest expense. This negative results wereresult was partially offset by a $3.6$0.6 million decrease in noninterestprovision for credit losses expense.
49
Net income for the six months ended June 30, 2023, was $17.3 million, or $0.85 per diluted common share, a $2.2 million, or 11.2%, decrease compared to $19.5 million, or $1.10 per diluted common share, for the six months ended June 30, 2022. Earnings for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 decreased primarily due to a $7.7 million decrease in noninterest income and a $0.6 million increase in provision for credit losses. These negative results were partially offset by a $1.4 million increase in net interest income and a $3.8 million decrease in noninterest expense.
Net Interest Income
Net interest income is the difference between interest income and yield-relatedyield related fees earned on assets and interest expense paid on liabilities. Net interest margin is the difference between the yield on interest earning assets and the cost of interest-bearing liabilities as a percentage of interest earning assets. Net interest margin is presented on a tax-equivalent basis, which means that tax-free interest income has been adjusted to a pre-tax-equivalent income, assuming a federal income tax rate of 21% for the three and six months ended June 30, 2023March 31, 2024 and 2022.2023.
Net interest income for the three months ended June 30, 2023,March 31, 2024, was $22.2 million, a decrease of $542 thousand,$1.4 million, or 2.4%6.1%, compared to $22.8$23.7 million for the three months ended June 30, 2022.March 31, 2023. Net interest income for the secondfirst quarter of 20232024 decreased compared to the secondfirst quarter of 20222023 primarily due to the increasing cost of interest-bearing liabilities as interest expense increased $16.5$12.7 million mainly driven by an increase of 246133 basis points in the average rate paid on interest-bearing liabilities. In addition, the average balance of interest-bearing liabilities increased $503.1$456.3 million. This was partially offset by a $16.0an $11.2 million increase in interest income, as interest earning assets increased $490.3$354.1 million while the interest earning asset yield increased 13574 basis points. The increase in interest earning assets was primarily due to a combination of organic loan growth and the acquisition of Metro Phoenix Bank.increased cash balances from deposit growth and BTFP borrowings. The increase in interest-bearing liabilities was due to the acquisition of Metro Phoenix Bankcore deposit growth, a shift from noninterest-bearing deposits to interest-bearing deposits and a decrease in noninterest-bearing liabilities.
Net interest income for the six months ended June 30, 2023, was $45.9 million, an increase of $1.4 million, or 3.2%, compared to the $44.4 million for the six months ended June 30, 2022. Net interest income for the six months ended June 30, 2023 increased compared to the six months ended June 30, 2022 primarily due to a 133 basis point increase in the earning asset yield in addition to an increase of $468.3 million in the average balance of interest earning assets. This was partially offset by an increase of 221 basis points in the average rate paid on interest-bearing liabilities. The average balance in interest-bearing liabilities increased $515.8 million. The increase in interest earning assets was due to a combination of organic growth and the acquisition of Metro Phoenix Bank. The increase in interest-bearing liabilities was due to the acquisition of Metro Phoenix Bank and a decrease in noninterest-bearing liabilities.BTFP borrowings.
Net interest margin (on a FTEtax-equivalent basis) for the three months ended June 30, 2023,March 31, 2024, was 2.52%2.30%, compared to 2.98%2.70% for the same period in 2022.
Net2023. The decrease in net interest margin (on a FTEtax-equivalent basis) was mainly attributable to higher earning assets at lower yields resulting from the BTFP opportunity. Adjusted net interest margin (on a tax-equivalent basis) (non-GAAP), which excludes BTFP borrowings, was 2.44% for the six months ended June 30, 2023, was 2.61%, compared to 2.91%first quarter of 2024, a 26 basis point decrease from 2.70% for the same periodfirst quarter of 2023. The decrease in 2022.adjusted net interest margin (on a tax-equivalent basis) (non-GAAP) from the year reflected higher cost of funds from continued growth on interest-bearing deposits, partially offset by higher yields on new loans.
As a result of the recent and expected increases in theThe higher target federal funds interest rate we anticipatecontinues to pressure funding costs. However, the Company anticipates that our net interest income and net interest margin (on a FTEan adjusted tax equivalent basis) will remain under pressurerecover in future periods.periods as interest-earning assets remix at higher rates and the increases in deposit costs slow.
50
The following table presents average balance sheet information, interest income, interest expense and the corresponding average yields on assets, average yields earned, and rates paid for the three and six months ended June 30, 2023March 31, 2024 and 2022. We2023. The Company derived these yields and rates by dividing income or expense by the average balance of the corresponding assets or liabilities. WeThe Company derived average balances from the daily balances throughout the periods indicated. Average loan balances include loans that have been placed on nonaccrual status, while interest previously accrued on these loans is reversed against interest income. In these tables, adjustments are made to the yields on tax-exempt assets in order to present tax-exempt income and fully taxable income on a comparablefully taxable equivalent (“FTE”) basis.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | | Three months ended March 31, | | |||||||||||||||||||||||||||||
| | 2023 | | 2022 | | | 2024 | | | 2023 | | ||||||||||||||||||||||||
| | | | | Interest | | Average | | | | | Interest | | Average | | | | | | Interest | | Average | | | | | | Interest | | Average | | ||||
| | Average | | Income/ | | Yield/ | | Average | | Income/ | | Yield/ | | | Average | | Income/ | | Yield/ | | | Average | | Income/ | | Yield/ | | ||||||||
(dollars in thousands) |
| Balance |
| Expense |
| Rate |
| Balance |
| Expense |
| Rate |
|
| Balance |
| Expense |
| Rate |
| | Balance |
| Expense |
| Rate |
| ||||||||
Interest Earning Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing deposits with banks | | $ | 36,418 | | $ | 363 |
| 4.00 | % | $ | 28,920 | | $ | 28 |
| 0.39 | % | | $ | 352,038 | | $ | 4,665 |
| 5.33 | % | | $ | 41,947 | | $ | 334 |
| 3.23 | % |
Investment securities (1) | |
| 1,007,792 | |
| 6,360 |
| 2.53 | % |
| 1,164,625 | |
| 6,338 |
| 2.18 | % | |
| 775,305 | |
| 4,788 |
| 2.48 | | |
| 1,034,288 | |
| 6,192 |
| 2.43 | |
Loans held for sale | |
| 14,536 | |
| 189 |
| 5.22 | % |
| 31,878 | |
| 250 |
| 3.15 | % | |
| 9,014 | |
| 127 |
| 5.67 | | |
| 10,345 | |
| 127 |
| 4.98 | |
Loans | |
|
| |
|
|
|
| |
|
| |
|
|
|
| | |
|
| |
|
|
|
| | |
|
| |
|
|
|
| |
Commercial: | |
|
| |
| |
|
| |
|
| |
| |
|
| | |
|
| |
| |
|
| | |
|
| |
| |
|
| |
Commercial and industrial | |
| 545,357 | |
| 9,386 |
| 6.90 | % |
| 463,215 | |
| 5,053 |
| 4.38 | % | |
| 599,456 | |
| 10,323 |
| 6.93 | | |
| 559,416 | |
| 8,394 |
| 6.09 | |
Real estate construction | |
| 87,905 | |
| 1,629 |
| 7.43 | % |
| 44,627 | |
| 449 |
| 4.04 | % | |
| 127,587 | |
| 2,549 |
| 8.04 | | |
| 103,099 | |
| 1,668 |
| 6.56 | |
Commercial real estate | |
| 956,828 | |
| 12,138 |
| 5.09 | % |
| 601,765 | |
| 5,701 |
| 3.80 | % | |
| 1,134,540 | |
| 15,730 |
| 5.58 | | |
| 911,634 | |
| 11,126 |
| 4.95 | |
Total commercial | |
| 1,590,090 | |
| 23,153 |
| 5.84 | % |
| 1,109,607 | |
| 11,203 |
| 4.05 | % | |
| 1,861,583 | |
| 28,602 |
| 6.18 | | |
| 1,574,149 | |
| 21,188 |
| 5.46 | |
Consumer | |
|
| |
|
|
|
| |
|
| |
|
|
|
| | |
|
| |
|
|
|
| | |
|
| |
|
|
|
| |
Residential real estate first mortgage | |
| 698,288 | |
| 6,548 |
| 3.76 | % |
| 543,023 | |
| 4,458 |
| 3.29 | % | |
| 723,315 | |
| 7,281 |
| 4.05 | | |
| 688,754 | |
| 6,387 |
| 3.76 | |
Residential real estate junior lien | |
| 156,276 | |
| 2,900 |
| 7.44 | % |
| 132,082 | |
| 1,528 |
| 4.64 | % | |
| 154,781 | |
| 3,024 |
| 7.86 | | |
| 149,720 | |
| 2,661 |
| 7.21 | |
Other revolving and installment | |
| 37,759 | |
| 568 |
| 6.03 | % |
| 53,919 | |
| 592 |
| 4.40 | % | |
| 28,835 | |
| 461 |
| 6.43 | | |
| 44,531 | |
| 643 |
| 5.86 | |
Total consumer | |
| 892,323 | |
| 10,016 |
| 4.50 | % |
| 729,024 | |
| 6,578 |
| 3.62 | % | |
| 906,931 | |
| 10,766 |
| 4.77 | | |
| 883,005 | |
| 9,691 |
| 4.45 | |
Total loans (1) | |
| 2,482,413 | |
| 33,169 |
| 5.36 | % |
| 1,838,631 | |
| 17,781 |
| 3.88 | % | |
| 2,768,514 | |
| 39,368 |
| 5.72 | | |
| 2,457,154 | |
| 30,879 |
| 5.10 | |
Federal Reserve/FHLB Stock | |
| 23,724 | |
| 399 |
| 6.75 | % |
| 10,564 | |
| 129 |
| 4.90 | % | |
| 16,658 | |
| 337 |
| 8.14 | | |
| 23,668 | |
| 401 |
| 6.87 | |
Total interest earning assets | |
| 3,564,883 | | | 40,480 |
| 4.55 | % |
| 3,074,618 | |
| 24,526 |
| 3.20 | % | |
| 3,921,529 | | | 49,285 |
| 5.05 | | |
| 3,567,402 | |
| 37,933 |
| 4.31 | |
Noninterest earning assets | | | 220,604 | | | | | | | | 184,037 | | | | | | | | | 217,524 | | | | | | | | | 224,134 | | | | | | |
Total assets | | $ | 3,785,487 | | |
|
|
| | $ | 3,258,655 | |
|
|
|
| | | $ | 4,139,053 | | |
|
|
| | | $ | 3,791,536 | |
|
|
|
| |
Interest-Bearing Liabilities | |
|
| |
|
|
|
| |
|
| |
|
|
|
| | |
|
| |
|
|
|
| | |
|
| |
|
|
|
| |
Interest-bearing demand deposits | | $ | 775,818 | | $ | 2,431 |
| 1.26 | % | $ | 703,365 | | $ | 212 |
| 0.12 | % | | $ | 869,060 | | $ | 4,249 |
| 1.97 | % | | $ | 746,660 | | $ | 1,594 |
| 0.87 | % |
Money market and savings deposits | |
| 1,145,335 | |
| 8,033 |
| 2.81 | % |
| 1,041,898 | |
| 373 |
| 0.14 | % | |
| 1,186,900 | |
| 11,117 |
| 3.77 | | |
| 1,165,269 | |
| 6,232 |
| 2.17 | |
Time deposits | |
| 270,121 | |
| 2,214 |
| 3.29 | % |
| 211,787 | |
| 228 |
| 0.43 | % | |
| 431,679 | |
| 4,786 |
| 4.46 | | |
| 231,959 | |
| 1,278 |
| 2.23 | |
Fed funds purchased | |
| 360,033 | |
| 4,763 |
| 5.31 | % |
| 81,506 | |
| 240 |
| 1.18 | % | ||||||||||||||||||
Short-term borrowings | | | — | |
| — |
| — | % |
| 9,615 | |
| 38 |
| 1.59 | % | ||||||||||||||||||
Fed funds purchased and Bank Term Funding Program | |
| 282,614 | |
| 3,508 |
| 4.99 | | |
| 290,187 | |
| 3,467 |
| 4.85 | | |||||||||||||||||
FHLB short-term advances | | | 200,000 | |
| 2,481 |
| 4.99 | | |
| 80,000 | |
| 926 |
| 4.69 | | |||||||||||||||||
Long-term debt | |
| 58,886 | |
| 665 |
| 4.53 | % |
| 58,876 | |
| 559 |
| 3.81 | % | |
| 58,971 | |
| 678 |
| 4.62 | | |
| 58,858 | |
| 654 |
| 4.51 | |
Total interest-bearing liabilities | |
| 2,610,193 | |
| 18,106 |
| 2.78 | % |
| 2,107,047 | |
| 1,650 |
| 0.31 | % | |
| 3,029,224 | |
| 26,819 |
| 3.56 | | |
| 2,572,933 | |
| 14,151 |
| 2.23 | |
Noninterest-Bearing Liabilities and Stockholders' Equity | |
| | | | |
|
| |
| | |
|
|
|
| | |
| | | | |
|
| | |
| | |
|
|
|
| |
Noninterest-bearing deposits | |
| 748,942 | | | |
|
| |
| 783,367 | |
|
|
|
| | |
| 675,926 | | | |
|
| | |
| 789,134 | |
|
|
|
| |
Other noninterest-bearing liabilities | |
| 66,136 | | | |
|
| |
| 55,726 | |
|
|
|
| | |
| 66,655 | | | |
|
| | |
| 67,612 | |
|
|
|
| |
Stockholders’ equity | |
| 360,216 | | | |
|
| |
| 312,515 | |
|
|
|
| | |
| 367,248 | | | |
|
| | |
| 361,857 | |
|
|
|
| |
Total liabilities and stockholders’ equity | | $ | 3,785,487 | | | |
|
| | $ | 3,258,655 | |
|
|
|
| | | $ | 4,139,053 | | | |
|
| | | $ | 3,791,536 | |
|
|
|
| |
Net interest income | | | | | $ | 22,374 |
|
| |
|
| | $ | 22,876 |
|
| | ||||||||||||||||||
Net interest rate spread | |
| | |
| | | 1.77 | % |
|
| |
|
|
| 2.89 | % | ||||||||||||||||||
Net interest income on FTE basis (1) | | | | | $ | 22,466 |
|
| | |
|
| | $ | 23,782 |
|
| | |||||||||||||||||
Net interest rate spread on FTE basis (1) | |
| | |
| | | 1.49 | % | |
|
| |
|
|
| 2.08 | % | |||||||||||||||||
Net interest margin on FTE basis (1) | |
| | |
| | | 2.52 | % |
|
| |
|
|
| 2.98 | % | |
| | |
| | | 2.30 | % | |
|
| |
|
|
| 2.70 | % |
(1) | Taxable equivalent adjustment was calculated utilizing a marginal income tax rate of 21.0 percent. |
51
| | | | | | | | | | | | | | | | | |
| | Six months ended June 30, | | ||||||||||||||
| | 2023 | | 2022 | | ||||||||||||
|
| | |
| Interest |
| Average |
| | |
| Interest |
| Average | | ||
| | Average | | Income/ | | Yield/ | | Average | | Income/ | | Yield/ | | ||||
(dollars in thousands) | | Balance | | Expense | | Rate | | Balance | | Expense | | Rate | | ||||
Interest Earning Assets |
| |
|
| |
|
|
|
| |
|
| |
|
|
|
|
Interest-bearing deposits with banks | | $ | 39,167 | | $ | 697 | | 3.59 | % | $ | 67,111 | | $ | 74 | | 0.22 | % |
Investment securities (1) | |
| 1,020,967 | |
| 12,552 | | 2.48 | % |
| 1,190,298 | |
| 12,051 | | 2.04 | % |
Loans held for sale | |
| 12,452 | |
| 316 | | 5.12 | % |
| 28,287 | |
| 407 | | 2.90 | % |
Loans | |
|
| |
|
| |
| |
|
| |
|
| |
| |
Commercial: | |
|
| |
| | |
| |
|
| |
| | |
| |
Commercial and industrial | |
| 552,348 | |
| 17,779 | | 6.49 | % |
| 449,014 | |
| 10,068 | | 4.52 | % |
Real estate construction | |
| 95,460 | |
| 3,297 | | 6.96 | % |
| 42,893 | |
| 844 | | 3.97 | % |
Commercial real estate | |
| 934,356 | |
| 23,265 | | 5.02 | % |
| 601,397 | |
| 11,100 | | 3.72 | % |
Total commercial | |
| 1,582,164 | |
| 44,341 | | 5.65 | % |
| 1,093,304 | |
| 22,012 | | 4.06 | % |
Consumer | |
|
| |
|
| |
| |
|
| |
|
| |
| |
Residential real estate first mortgage | |
| 693,547 | |
| 12,935 | | 3.76 | % |
| 528,952 | |
| 8,891 | | 3.39 | % |
Residential real estate junior lien | |
| 153,016 | |
| 5,561 | | 7.33 | % |
| 129,056 | |
| 2,910 | | 4.55 | % |
Other revolving and installment | |
| 41,126 | |
| 1,211 | | 5.94 | % |
| 52,311 | |
| 1,140 | | 4.39 | % |
Total consumer | |
| 887,689 | |
| 19,707 | | 4.48 | % |
| 710,319 | |
| 12,941 | | 3.67 | % |
Total loans (1) | |
| 2,469,853 | |
| 64,048 | | 5.23 | % |
| 1,803,623 | |
| 34,953 | | 3.91 | % |
Federal Reserve/FHLB Stock | |
| 23,697 | |
| 801 | | 6.82 | % |
| 8,536 | |
| 199 | | 4.70 | % |
Total interest earning assets | |
| 3,566,136 | |
| 78,414 | | 4.43 | % |
| 3,097,855 | |
| 47,684 | | 3.10 | % |
Noninterest earning assets | | | 222,358 | | | | | | | | 174,799 | | | | | | |
Total assets | | $ | 3,788,494 | |
|
| |
| | $ | 3,272,654 | |
|
| |
| |
Interest-Bearing Liabilities | |
|
| |
|
| |
| |
|
| |
|
| |
| |
Interest-bearing demand deposits | | $ | 761,319 | | $ | 4,025 | | 1.07 | % | $ | 708,888 | | $ | 426 | | 0.12 | % |
Money market and savings deposits | |
| 1,155,247 | |
| 14,265 | | 2.49 | % |
| 1,042,660 | |
| 741 | | 0.14 | % |
Time deposits | |
| 251,145 | |
| 3,492 | | 2.80 | % |
| 219,592 | |
| 475 | | 0.44 | % |
Fed funds purchased | |
| 325,303 | |
| 8,231 | | 5.10 | % |
| 40,978 | |
| 240 | | 1.18 | % |
Short-term borrowings | | | 39,779 | |
| 926 | | 4.69 | % |
| 4,834 | |
| 38 | | 1.59 | % |
Long-term debt | |
| 58,872 | |
| 1,318 | | 4.51 | % |
| 58,892 | |
| 1,121 | | 3.84 | % |
Total interest-bearing liabilities | |
| 2,591,665 | |
| 32,257 | | 2.51 | % |
| 2,075,844 | |
| 3,041 | | 0.30 | % |
Noninterest-Bearing Liabilities and Stockholders' Equity | |
| | |
|
| |
| |
| | |
|
| |
| |
Noninterest-bearing deposits | | | 768,927 | |
|
| |
| |
| 807,271 | | | | | | |
Other noninterest-bearing liabilities | |
| 66,870 | |
|
| |
| |
| 58,114 | |
|
| |
| |
Stockholders’ equity | |
| 361,032 | |
|
| |
| |
| 331,425 | |
|
| |
| |
Total liabilities and stockholders’ equity | | $ | 3,788,494 | |
|
| |
| | $ | 3,272,654 | |
|
| |
| |
Net interest income | |
|
| | $ | 46,157 | |
| |
|
| | $ | 44,643 | |
| |
Net interest rate spread | |
|
| |
|
| | 1.92 | % |
|
| |
|
| | 2.80 | % |
Net interest margin on FTE basis (1) | |
|
| |
|
| | 2.61 | % |
|
| |
|
| | 2.91 | % |
Interest Rates and Operating Interest Differential
Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following table shows the effect that these factors had on the interest earned on our interest earning assets and the interest incurred on our interest-bearing liabilities. The effect of changes in volume is determined by multiplying the
52
change in volume by the previous period’s average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the previous period’s volume.
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2023 | | Six months ended June 30, 2023 | | Three months ended March 31, 2024 | |||||||||||||||||||||
| | Compared with | | Compared with | | Compared with | |||||||||||||||||||||
| | Three Months Ended June 30, 2022 | | Six months ended June 30, 2022 | | Three months ended March 31, 2023 | |||||||||||||||||||||
| | Change due to: | | Interest | | Change due to: | | Interest | | Change due to: | | Interest | |||||||||||||||
(tax-equivalent basis, dollars in thousands) |
| Volume |
| Rate |
| Variance |
| Volume |
| Rate |
| Variance |
| Volume |
| Rate |
| Variance | |||||||||
Interest earning assets | | | | | | | | | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Interest-bearing deposits with banks | | $ | 7 | | $ | 328 | | $ | 335 | | $ | (30) | | $ | 653 | | $ | 623 | | $ | 2,490 | | $ | 1,841 | | $ | 4,331 |
Investment securities | |
| (852) | |
| 874 | |
| 22 | |
| (1,713) | |
| 2,214 | |
| 501 | |
| (1,565) | |
| 161 | |
| (1,404) |
Loans held for sale | |
| (136) | |
| 75 | |
| (61) | |
| (228) | |
| 137 | |
| (91) | |
| (16) | |
| 16 | |
| — |
Loans | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Commercial: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Commercial and industrial | |
| 897 | |
| 3,436 | |
| 4,333 | |
| 2,316 | |
| 5,395 | |
| 7,711 | |
| 606 | |
| 1,323 | |
| 1,929 |
Real estate construction | |
| 436 | |
| 744 | |
| 1,180 | |
| 1,035 | |
| 1,418 | |
| 2,453 | |
| 399 | |
| 482 | |
| 881 |
Commercial real estate | |
| 3,364 | |
| 3,073 | |
| 6,437 | |
| 6,142 | |
| 6,023 | |
| 12,165 | |
| 2,743 | |
| 1,861 | |
| 4,604 |
Total commercial | |
| 4,697 | |
| 7,253 | |
| 11,950 | |
| 9,493 | |
| 12,836 | |
| 22,329 | |
| 3,748 | |
| 3,666 | |
| 7,414 |
Consumer | |
| | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Residential real estate first mortgage | |
| 1,274 | |
| 816 | |
| 2,090 | |
| 2,767 | |
| 1,277 | |
| 4,044 | |
| 323 | |
| 571 | |
| 894 |
Residential real estate junior lien | |
| 280 | |
| 1,092 | |
| 1,372 | |
| 541 | |
| 2,110 | |
| 2,651 | |
| 91 | |
| 272 | |
| 363 |
Other revolving and installment | |
| (177) | |
| 153 | |
| (24) | |
| (243) | |
| 314 | |
| 71 | |
| (229) | |
| 47 | |
| (182) |
Total consumer | |
| 1,377 | |
| 2,061 | |
| 3,438 | |
| 3,065 | |
| 3,701 | |
| 6,766 | |
| 185 | |
| 890 | |
| 1,075 |
Total loans | |
| 6,074 | |
| 9,314 | |
| 15,388 | |
| 12,558 | |
| 16,537 | |
| 29,095 | |
| 3,933 | |
| 4,556 | |
| 8,489 |
Federal Reserve/FHLB Stock | |
| 161 | |
| 109 | |
| 270 | |
| 353 | |
| 249 | |
| 602 | |
| (120) | |
| 56 | |
| (64) |
Total interest income | |
| 5,254 | |
| 10,700 | |
| 15,954 | |
| 10,940 | |
| 19,790 | |
| 30,730 | |
| 4,722 | |
| 6,630 | |
| 11,352 |
Interest-bearing liabilities | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Interest-bearing demand deposits | |
| 22 | |
| 2,197 | |
| 2,219 | |
| 31 | |
| 3,568 | |
| 3,599 | |
| 265 | |
| 2,390 | |
| 2,655 |
Money market and savings deposits | |
| 36 | |
| 7,624 | |
| 7,660 | |
| 78 | |
| 13,446 | |
| 13,524 | |
| 117 | |
| 4,768 | |
| 4,885 |
Time deposits | |
| 63 | |
| 1,923 | |
| 1,986 | |
| 69 | |
| 2,948 | |
| 3,017 | |
| 1,107 | |
| 2,401 | |
| 3,508 |
Fed funds purchased | |
| 819 | |
| 3,704 | |
| 4,523 | |
| 1,664 | |
| 6,327 | |
| 7,991 | |||||||||
Short-term borrowings | | | (38) | |
| — | |
| (38) | |
| 276 | |
| 612 | |
| 888 | |||||||||
Fed funds purchased and Bank Term Funding Program | |
| (91) | |
| 132 | |
| 41 | ||||||||||||||||||
FHLB short-term advances | |
| 1,399 | |
| 156 | |
| 1,555 | ||||||||||||||||||
Long-term debt | |
| — | |
| 106 | |
| 106 | |
| — | |
| 197 | |
| 197 | |
| 1 | |
| 23 | |
| 24 |
Total interest expense | |
| 902 | |
| 15,554 | |
| 16,456 | |
| 2,118 | |
| 27,098 | |
| 29,216 | |
| 2,798 | |
| 9,870 | |
| 12,668 |
Change in net interest income | | $ | 4,352 | | $ | (4,854) | | $ | (502) | | $ | 8,822 | | $ | (7,308) | | $ | 1,514 | | $ | 1,924 | | $ | (3,240) | | $ | (1,316) |
Provision for Credit Losses
The Company recorded no provision for credit loss expense for the three months ending June 30, 2023 and June 30, 2022.
The Company recorded a provision for credit loss expense of $550 thousand for the six months ended June 30, 2023, a $550 thousand increase compared to the six months ended June 30, 2022. The provision for credit loss expense for the six months ended June 30, 2023 included $269 thousand in provision for credit loss on loans, $230 thousand in provision for credit loss on unfunded commitments and $51 thousand in provision for credit loss on investment securities held-to-maturity. The CECL accounting standard requires us to recognize losses over the expected life of the loan as opposed to the losses expected to already have been incurred. The increase in provision for credit losses is primarily a resultwas made up of a change in forecasting assumptions brought about by the new methodology.following components for the periods presented:
| | | | | | |
| | Three months ended | ||||
| | March 31, | ||||
(dollars in thousands) |
| 2024 |
| 2023 | ||
Provision (recovery) for loan losses | | $ | 799 | | $ | 269 |
Provision (recovery) for credit losses on unfunded commitments | |
| (793) | |
| 230 |
Provision (recovery) for HTM debt securities | |
| (6) | |
| 51 |
Provision for credit losses | | $ | — | | $ | 550 |
52
Noninterest Income
OurThe Company’s noninterest income is generated from four primary sources: (1) retirement and benefit services; (2)services, wealth management; (3)management, mortgage banking;banking, and (4) other general banking services.
53
The following table presents ourthe Company’s noninterest income for the three and six months ended June 30, 2023March 31, 2024 and 2022:2023:
| | | | | | | | | | | | | | | | | | | | |
| | Three months ended | | Six months ended | | | Three months ended | | ||||||||||||
| | June 30, | | June 30, | | | March 31, | | ||||||||||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
|
| 2024 |
| 2023 |
| ||||||
Retirement and benefit services | | $ | 15,890 | | $ | 16,293 | | $ | 31,372 | | $ | 33,939 | | | $ | 15,655 | | $ | 15,482 | |
Wealth management | |
| 5,449 | |
| 5,548 | |
| 10,644 | |
| 10,874 | | |
| 6,118 | |
| 5,194 | |
Mortgage banking | |
| 2,905 | |
| 6,038 | |
| 4,622 | |
| 10,969 | | |
| 1,670 | |
| 1,717 | |
Service charges on deposit accounts | |
| 311 | |
| 412 | |
| 612 | |
| 775 | | |
| 389 | |
| 301 | |
Other | |
| 1,223 | |
| 935 | |
| 3,781 | |
| 2,139 | | |
| 1,491 | |
| 2,559 | |
Total noninterest income | | $ | 25,778 | | $ | 29,226 | | $ | 51,031 | | $ | 58,696 | | | $ | 25,323 | | $ | 25,253 | |
Noninterest income as a % of revenue | | | 53.69 | % | | 56.20 | % | | 52.65 | % | | 56.91 | % | | | 53.26 | % | | 51.63 | % |
Total noninterest income for the three months ended June 30, 2023March 31, 2024 was $25.8$25.3 million, a $3.4 million,$70 thousand, or 11.8%0.3%, decreaseincrease compared to $29.2$25.3 million for the three months ended June 30, 2022.March 31, 2023. The decreaseincrease in noninterest income was primarily driven by a decreasean increase of $3.1$0.9 million in mortgage bankingwealth management revenue as mortgage originations decreased $158.1and $0.2 million or 58.7%, compared to 2022, as higher interest rates dramatically impacted demand. Retirementin retirement and benefit services decreased $402 thousand mainly fromrevenue due to assets under administration/management growth, primarily driven by improved equity and bond markets. This increase was offset by a $1.1 million decrease in other noninterest income, primarily due to $1.2 million in proceeds on a bank-owned life insurance claim in the exitfirst quarter of the payroll services business and one time non-recurring document restatement fees.
Total noninterest2023. Noninterest income for the sixthree months ended June 30,March 31, 2023, included revenue of $0.9 million related to the ESOP trustee business that was $51.0 million, a $7.7 million, or 13.1%, decrease compared to $58.7 million forsubsequently divested in the six months ended June 30, 2022. third quarter of 2023.
The decrease in noninterest income was primarily driven by a decrease of $6.3 million in mortgage banking revenue as mortgage originations decreased $267.2 million, or 58.6%, compared to 2022 as higher interest rates dramatically impacted demand. Retirement and benefit services decreased $2.6 million mainly from the exit of the payroll services business, document restatement fees and asset based fees.
We anticipateCompany anticipates that our noninterest income will continue to be significantly adversely affected in future periods as a result of increasing interest rates and inflationary pressure, which have begun, to and will continue, to adversely affect mortgage originations and mortgage banking revenue.
Noninterest income as a percentage of total operating revenue was 53.7% for the three months ended June 30, 2023, compared to 56.2% for the three months ended June 30, 2022.
Noninterest income as a percentage of total operating revenue was 52.7% for the six months ended June 30, 2023, compared to 56.9% for the six months ended June 30, 2022.
See “NOTE 15 Segment Reporting” of the consolidated financial statements for additional discussion regarding ourthe Company’s business lines.
54
Noninterest Expense
The following table presents noninterest expense for the three and six months ended June 30, 2023March 31, 2024 and 2022:2023:
| | | | | | | | | | | | | | | | | | |
| | Three months ended | | Six months ended | | Three months ended | ||||||||||||
| | June 30, | | June 30, | | March 31, | ||||||||||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| 2024 |
| 2023 | ||||||
Compensation | | $ | 18,847 | | $ | 21,248 | | $ | 38,005 | | $ | 40,299 | | $ | 19,332 | | $ | 19,158 |
Employee taxes and benefits | |
| 4,724 | |
| 5,787 | |
| 10,577 | |
| 11,949 | |
| 6,188 | |
| 5,853 |
Occupancy and equipment expense | |
| 1,837 | |
| 1,737 | |
| 3,736 | |
| 3,788 | |
| 1,906 | |
| 1,899 |
Business services, software and technology expense | |
| 5,269 | |
| 4,785 | |
| 10,593 | |
| 9,709 | |
| 5,345 | |
| 5,324 |
Intangible amortization expense | |
| 1,324 | |
| 1,053 | |
| 2,648 | |
| 2,106 | |
| 1,324 | |
| 1,324 |
Professional fees and assessments | | | 1,530 | |
| 2,246 | |
| 2,682 | |
| 3,787 | |
| 1,993 | |
| 1,152 |
Marketing and business development | | | 648 | |
| 814 | |
| 1,334 | |
| 1,414 | |
| 685 | |
| 686 |
Supplies and postage | | | 406 | |
| 572 | |
| 866 | |
| 1,218 | |
| 528 | |
| 460 |
Travel | | | 306 | |
| 356 | |
| 554 | |
| 535 | |
| 292 | |
| 248 |
Mortgage and lending expenses | | | 215 | |
| 482 | |
| 712 | |
| 1,168 | |
| 441 | |
| 497 |
Other | |
| 1,267 | |
| 904 | |
| 2,535 | |
| 2,082 | |
| 985 | |
| 1,268 |
Total noninterest expense | | $ | 36,373 | | $ | 39,984 | | $ | 74,242 | | $ | 78,055 | | $ | 39,019 | | $ | 37,869 |
53
Total noninterest expense for the three months ended June 30, 2023,March 31, 2024, was $36.4$39.0 million, a $3.6$1.2 million, or 9%3.0%, decreaseincrease compared to $40.0$37.9 million for the three months ended June 30, 2022.March 31, 2023. The year over year decreaseincrease was primarily due to a $2.4 million decrease in compensation, $1.1 million decrease in employee taxes and benefits, and $716 thousand decrease in professional fees and assessments. Compensation decreased primarily due to a decrease in mortgage related incentive compensation as a result of lower mortgage originations. The decrease in employee taxes and benefits resulted from lower group insurance claims, reduced headcount, and lower compensation costs. The number of full time equivalent employees was reduced by 65, or 8.1%, from the second quarter of 2022 after adjusting for the acquired employees from the Metro Phoenix Bank transaction.
Total noninterest expense for the six months ended June 30, 2023, was $74.2 million, a $3.8 million, or 4.9%, decrease compared to $78.1 million for the six months ended June 30, 2022. The decrease was driven by decreases of $2.3 million in compensation, $1.4 million in employee taxes and benefits, $1.1 million inhigher professional fees and assessments $456 thousand in mortgage lending expense, and $352 thousand in supplies and postage. The decrease in compensation expense was primarily due to a decrease in mortgage related incentive compensation as a result of lower mortgage originations, which was also the primary driver for the decrease in mortgage lending expense. The decrease in employee taxes and benefits was primarily due to lower group insurance claims driven by a reduction in headcount along with a decrease in taxes driven by lower compensation expense. The decrease in professional fees and assessments was primarily driven by lower merger and acquisition and recruitment expenses offset by an increase in FDIC assessments. The decrease in supplies and postage was driven by transitioning our retirement and benefit services fulfillment services from a mostly paper based to an electronic delivery method. These decreases were partially offset by increases of $884 thousand in business services, software and technology expense, $542 thousand in intangible amortization, and $453 thousand in other expenses. The increases in business services, software, and technology as well as intangible amortization were driven by our acquisition of Metro Phoenix Bank. The increase in other expenses was primarily due to provision of unfunded commitmentsassessments and an increase in expenses incurred related torecruitment expense driven by talent acquisitions in the payroll services linefirst quarter of business which we exited in 2022.2024.
Income Tax Expense
Income tax expense is an estimate based on the amount we expectthe Company expects to owe the respective taxing authorities, plus the impact of deferred tax items. Accrued taxes represent the net estimated amount due, or to be received from, taxing authorities. In estimating accrued taxes, management assesses the relative merits and risks of the appropriate tax treatment of transactions, taking into account statutory, judicial, and regulatory guidance in the context of ourthe Company’s tax position. If the final resolution of taxes payable differs from ourthe Company’s estimates due to regulatory determination or legislative or judicial actions, adjustments to tax expense may be required.
55
For the three months ended June 30, 2023, weMarch 31, 2024, the Company recognized income tax expense of $2.5$2.1 million on $11.6$8.5 million of pre-tax income, resulting in an effective tax rate of 21.8%24.5%, compared to income tax expense of $2.7$2.3 million on $12.0$10.5 million of pre-tax income for the three months ended June 30, 2022,March 31, 2023, resulting in an effective tax rate of 22.7%.
For the six months ended June 30, 2023, we recognized income tax expense of $4.8 million on $22.1 million of pre-tax income, resulting in an effective tax rate of 21.9%, compared to income tax expense of $5.6 million on $25.1 million of pre-tax income for the six months ended June 30, 2022, resulting in an effective tax rate of 22.3%22.0%.
Financial Condition
Overview
Total assets were $3.8$4.3 billion as of June 30, 2023,March 31, 2024, an increase of $53.3$430.4 million, or 1.4%11.0%, as compared to December 31, 2022.2023. The increase was primarily due to a $89.5 million increase in loans, $11.4 million increase in loans held for sale and $7.2$415.9 million increase in cash and cash equivalents and a $39.9 million increase in loans, partially offset by a decrease of $53.4$17.5 million in investment securities.
Loans
The loan portfolio represents a broad range of borrowers comprised of commercial and industrial, commercial real estate, residential real estate, and other revolving and installment loans. As of June 30, 2023, the portfolio mix was 21.8% commercial and industrial, 39.6% commercial real estate, 34.1% residential real estate and 4.5% in other categories.
The following table presents the composition of total loans outstanding by portfolio segment as of June 30, 2023 and December 31, 2022:
| | | | | | | | | | | | | | | | | | |
| | June 30, 2023 | | | December 31, 2022 | | | | | | | | ||||||
| | | | | Percent of | | | | | | Percent of | | | Change | | |||
(dollars in thousands) | | Balance |
| Portfolio | |
| Balance |
| Portfolio |
|
| | Amount |
| Percent |
| ||
Commercial |
| | |
| | |
| | |
| |
| | | | | |
|
Commercial and industrial |
| $ | 551,860 | | 21.8 | % | | $ | 583,876 | | 23.9 | % | | $ | (32,016) | | (5.5) | % |
Real estate construction | |
| 78,428 | | 3.1 | % | |
| 97,810 | | 4.0 | % | |
| (19,382) | | (19.8) | % |
Commercial real estate | |
| 1,003,821 | | 39.6 | % | |
| 881,670 | | 36.0 | % | |
| 122,151 | | 13.9 | % |
Total commercial | |
| 1,634,109 | | 64.5 | % | |
| 1,563,356 | | 63.9 | % | |
| 70,753 | | 4.5 | % |
Consumer | |
| | | | | |
| | | | | |
| | | | |
Residential real estate first mortgage | |
| 707,630 | | 27.9 | % | |
| 679,551 | | 27.8 | % | |
| 28,079 | | 4.1 | % |
Residential real estate junior lien | |
| 157,231 | | 6.2 | % | |
| 150,479 | | 6.2 | % | |
| 6,752 | | 4.5 | % |
Other revolving and installment | |
| 34,552 | | 1.4 | % | |
| 50,608 | | 2.1 | % | |
| (16,056) | | (31.7) | % |
Total consumer | |
| 899,413 | | 35.5 | % | |
| 880,638 | | 36.1 | % | |
| 18,775 | | 2.1 | % |
Total loans | | $ | 2,533,522 | | 100.0 | % | | $ | 2,443,994 | | 100.0 | % | | $ | 89,528 | | 3.7 | % |
Total loans outstanding were $2.5 billion as of June 30, 2023, an increase of $89.5 million, or 3.7%, from December 31, 2022. The increase in cash and cash equivalents was primarily driven by a $122.2 million increase in commercial real estate and a $34.8 million increase in residential real estate loans, offset by a $32.0 million decrease in commercial and industrial, a $19.4 million decrease in real estate construction and a $16.1 million decrease in other consumer revolving and installment loans.
We anticipate that loan growth will slow down in future periods for our commercial and industrial, commercial real estate, residential real estate, and consumer loan portfolios as a result of the increasing interest rate environment and competition in our market areas.
56
The following table presents the maturities and types of interest rates for the loan portfolio as of June 30, 2023:
| | | | | | | | | | | | | | | |
| | June 30, 2023 | |||||||||||||
| | | | | After one | | After five | | | | | | | ||
| | One year | | but within | | but within | | After | | | | ||||
(dollars in thousands) |
| or less |
| five years |
| fifteen years | | fifteen years |
| Total | |||||
Commercial |
| |
|
| |
|
| |
| | | |
| |
|
Commercial and industrial | | $ | 140,538 | | $ | 248,600 | | $ | 161,983 | | $ | 739 | | $ | 551,860 |
Real estate construction | |
| 25,301 | |
| 42,706 | |
| 8,375 | |
| 2,046 | |
| 78,428 |
Commercial real estate | |
| 57,619 | |
| 414,874 | |
| 470,975 | |
| 60,353 | |
| 1,003,821 |
Total commercial | |
| 223,458 | |
| 706,180 | |
| 641,333 | |
| 63,138 | |
| 1,634,109 |
Consumer | |
|
| |
|
| |
|
| |
| | |
|
|
Residential real estate first mortgage | |
| 10,094 | |
| 28,622 | |
| 46,078 | |
| 622,836 | |
| 707,630 |
Residential real estate junior lien | |
| 8,990 | |
| 24,807 | |
| 35,574 | |
| 87,860 | |
| 157,231 |
Other revolving and installment | |
| 9,120 | |
| 22,565 | |
| 2,867 | |
| — | |
| 34,552 |
Total consumer | |
| 28,204 | |
| 75,994 | |
| 84,519 | |
| 710,696 | |
| 899,413 |
Total loans | | $ | 251,662 | | $ | 782,174 | | $ | 725,852 | | $ | 773,834 | | $ | 2,533,522 |
Loans with fixed interest rates: | | |
|
| |
|
| |
| | | |
| |
|
Commercial |
| |
|
| |
|
| |
| | | |
| |
|
Commercial and industrial | | $ | 14,520 | | $ | 213,065 | | $ | 64,592 | | $ | 740 | | $ | 292,917 |
Real estate construction | |
| 5,915 | |
| 2,601 | |
| 6,168 | |
| — | |
| 14,684 |
Commercial real estate | |
| 42,073 | |
| 322,046 | |
| 296,216 | |
| 21,158 | |
| 681,493 |
Total commercial | |
| 62,508 | |
| 537,712 | |
| 366,976 | |
| 21,898 | |
| 989,094 |
Consumer | |
|
| |
|
| |
|
| |
| | |
|
|
Residential real estate first mortgage | |
| 6,892 | |
| 25,171 | |
| 38,390 | |
| 409,946 | |
| 480,399 |
Residential real estate junior lien | |
| 1,381 | |
| 6,312 | |
| 22,717 | |
| 14,684 | |
| 45,094 |
Other revolving and installment | |
| 3,815 | |
| 18,759 | |
| 2,867 | |
| — | |
| 25,441 |
Total consumer | |
| 12,088 | |
| 50,242 | |
| 63,974 | |
| 424,630 | |
| 550,934 |
Total loans with fixed interest rates | | $ | 74,596 | | $ | 587,954 | | $ | 430,950 | | $ | 446,528 | | $ | 1,540,028 |
Loans with floating interest rates: |
| |
|
| |
|
| |
| | | |
| |
|
Commercial | | |
|
| |
|
| |
| | | |
| |
|
Commercial and industrial | | $ | 126,018 | | $ | 35,535 | | $ | 97,391 | | $ | — | | $ | 258,944 |
Real estate construction | |
| 19,386 | |
| 40,105 | |
| 2,207 | |
| 2,046 | |
| 63,744 |
Commercial real estate | |
| 15,546 | |
| 92,828 | |
| 174,759 | |
| 39,195 | |
| 322,328 |
Total commercial | |
| 160,950 | |
| 168,468 | |
| 274,357 | |
| 41,241 | |
| 645,016 |
Consumer | |
|
| |
|
| |
|
| |
| | |
|
|
Residential real estate first mortgage | |
| 3,202 | |
| 3,451 | |
| 7,688 | | | 212,890 | |
| 227,231 |
Residential real estate junior lien | |
| 7,609 | |
| 18,495 | |
| 12,857 | |
| 73,176 | |
| 112,137 |
Other revolving and installment | |
| 5,305 | |
| 3,806 | |
| — | |
| — | |
| 9,111 |
Total consumer | |
| 16,116 | |
| 25,752 | |
| 20,545 | |
| 286,066 | |
| 348,479 |
Total loans with floating interest rates | | $ | 177,066 | | $ | 194,220 | | $ | 294,902 | | $ | 327,307 | | $ | 993,495 |
The expected life of our loan portfolio will differnet proceeds from contractual maturities because borrowers may have the right to curtail or prepay their loans with or without penalties. Consequently, the table above includes information limited to contractual maturities of the underlying loans.BTFP borrowings.
Asset Quality
Our strategy for credit risk management includes well-defined, centralized credit policies; uniform underwriting criteria; and ongoing risk monitoring and review processes for all commercial and consumer credit exposures. The strategy also emphasizes diversification on a geographic, industry, and client level; regular credit examinations; and management reviews of loans experiencing deterioration of credit quality. We strive to identify potential problem loans early, take necessary charge-offs promptly, and maintain adequate reserve levels for credit losses inherent in the portfolio. Management performs ongoing, internal reviews of any problem credits and continually assesses the adequacy of the allowance. We utilize an internal lending division, Special Credit Services, to develop and implement strategies for the management of individual nonperforming loans.
57
Credit Quality Indicators
Loans are assigned a risk rating and grouped into categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The risk ratings are aligned to pass and criticized categories. The criticized categories include special mention, substandard, and doubtful risk ratings. See “NOTE 4 Loans and Allowance for Credit Losses on Loans” to the consolidated financial statements for a definition of each of the risk ratings.
The table below presents criticized loans outstanding by loan portfolio segment as of June 30, 2023 and December 31, 2022:
| | | | | | | |
| | June 30, | | December 31, | | ||
(dollars in thousands) |
| 2023 |
| 2022 |
| ||
Commercial |
| |
| | | | |
Commercial and industrial | | $ | 32,733 | | $ | 25,182 | |
Real estate construction | |
| — | | | 262 | |
Commercial real estate | |
| 6,806 | | | 8,400 | |
Total commercial | |
| 39,539 | | | 33,844 | |
Consumer | |
|
| | | | |
Residential real estate first mortgage | |
| 467 | | | 808 | |
Residential real estate junior lien | |
| 357 | | | 632 | |
Other revolving and installment | | | 6 | | | 1 | |
Total consumer | |
| 830 | | | 1,441 | |
Total loans | | $ | 40,369 | | $ | 35,285 | |
Criticized loans as a percent of total loans | | | 1.59 | % | | 1.44 | % |
The following table presents information regarding nonperforming assets as of June 30, 2023 and December 31, 2022:
| | | | | | | |
| | June 30, | | December 31, | | ||
(dollars in thousands) |
| 2023 |
| 2022 |
| ||
Nonaccrual loans |
| $ | 2,233 |
| $ | 3,794 |
|
Accruing loans 90+ days past due |
| | 347 |
| | — |
|
Total nonperforming loans | | | 2,580 | | | 3,794 | |
OREO and repossessed assets | |
| — | |
| 30 | |
Total nonperforming assets | | | 2,580 | | | 3,824 | |
Total restructured accruing loans | | | — | | | 151 | |
Total nonperforming assets and restructured accruing loans | | $ | 2,580 | | $ | 3,975 | |
Nonperforming loans to total loans | |
| 0.10 | % |
| 0.16 | % |
Nonperforming assets to total assets | |
| 0.07 | % |
| 0.10 | % |
Allowance for credit losses on loans to nonperforming loans | |
| 1,384 | % |
| 821 | % |
Interest income lost on nonaccrual loans approximated $101 thousand and $107 thousand for the six months ended June 30, 2023 and 2022, respectively. There was no interest income included in net interest income related to nonaccrual loans for the six months ended June 30, 2023 and 2022.
Allowance for Credit Losses on Loans
The allowance for credit losses is a significant estimate in the Company’s Consolidated Balance Sheet, affecting both earnings and capital. Its methodology influences and is influenced by the Company’s overall credit risk management processes. The allowance for credit losses is managed in accordance with GAAP to provide an adequate reserve for expected credit losses that is reflective of management’s best estimate of what is expected to be collected. All estimates of credit losses should be based on a careful consideration of all significant factors affecting the collectability as of the evaluation date. The allowance for credit losses is established through provision for credit loss expense charged to income.
58
The Company calculates the allowance for credit losses at each reporting date. The Company recognizes an allowance for the lifetime expected credit losses for the amount the Company does not expect to collect. Subsequent changes in expected credit losses are recognized immediately in earnings. Management determines the adequacy of the allowance based on periodic evaluations of the loan portfolio, after consideration of risk characteristics of the loans and prevailing and anticipated economic and other conditions. A risk system, consisting of multiple grading categories for each portfolio class, is utilized as an analytical tool to assess risk and appropriate reserves. In addition to the risk system, management further evaluates risk characteristics of the loan portfolio under current and anticipated economic conditions and considers such factors as the financial condition of the borrower, expected loss experience, and other relevant information from internal and external sources which management feels deserve recognition in establishing an appropriate reserve. These evaluations are inherently subjective as they require management to make material estimates, all of which may be susceptible to significant change.
59
The following table presents, by loan type, the changes in the allowance for credit losses on loans for the periods presented:
| | | | | | | | | | | | | |
| | Three months ended | | Six months ended | | ||||||||
| | June 30, | | June 30, | | ||||||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
| ||||
Balance—beginning of period | | $ | 35,102 | | $ | 31,713 | | $ | 35,003 | | $ | 31,572 | |
Commercial loan charge-offs | |
|
| |
|
| |
|
| |
|
| |
Commercial and Industrial | |
| (85) | |
| (637) | |
| (260) | |
| (664) | |
Real estate construction | |
| — | |
| — | |
| — | |
| — | |
Commercial real estate | |
| — | |
| — | |
| — | |
| — | |
Total commercial loan charge-offs | |
| (85) | |
| (637) | |
| (260) | |
| (664) | |
Consumer loan charge-offs | |
|
| |
|
| |
|
| |
|
| |
Residential real estate first mortgage | |
| — | |
| — | |
| — | |
| — | |
Residential real estate junior lien | |
| — | |
| — | |
| (77) | |
| — | |
Other revolving and installment | |
| (23) | |
| (37) | |
| (28) | |
| (55) | |
Total consumer loan charge-offs | |
| (23) | |
| (37) | |
| (105) | |
| (55) | |
Total loan charge-offs | |
| (108) | |
| (674) | |
| (365) | |
| (719) | |
Commercial loan recoveries | |
|
| |
|
| |
|
| |
|
| |
Commercial and Industrial | |
| 438 | |
| 90 | |
| 494 | |
| 216 | |
Real estate construction | |
| — | |
| — | |
| — | |
| — | |
Commercial real estate | |
| 12 | |
| 11 | |
| 23 | |
| 22 | |
Total commercial recoveries | |
| 450 | |
| 101 | |
| 517 | |
| 238 | |
Consumer loan recoveries | |
|
| |
|
| |
|
| |
|
| |
Residential real estate first mortgage | |
| — | |
| — | |
| 2 | |
| — | |
Residential real estate junior lien | |
| 46 | |
| 201 | |
| 52 | |
| 214 | |
Other revolving and installment | |
| 15 | |
| 32 | |
| 27 | |
| 68 | |
Total consumer loan recoveries | |
| 61 | |
| 233 | |
| 81 | |
| 282 | |
Total loan recoveries | |
| 511 | |
| 334 | |
| 598 | |
| 520 | |
Net loan charge-offs (recoveries) | |
| (403) | |
| 340 | |
| (233) | |
| 199 | |
Commercial loan provision | |
|
| |
|
| |
|
| |
|
| |
Commercial and Industrial | |
| (340) | |
| 1,085 | |
| (717) | |
| 1,856 | |
Real estate construction | |
| (760) | |
| 68 | |
| (318) | |
| 95 | |
Commercial real estate | |
| 609 | |
| (1,123) | |
| 678 | |
| (1,564) | |
Total commercial loan provision | |
| (491) | |
| 30 | |
| (357) | |
| 387 | |
Consumer loan provision | |
|
| |
|
| |
|
| |
|
| |
Residential real estate first mortgage | |
| (159) | |
| (486) | |
| 50 | |
| (357) | |
Residential real estate junior lien | |
| 28 | |
| (134) | |
| 154 | |
| (42) | |
Other revolving and installment | |
| (13) | |
| (5) | |
| (130) | |
| 140 | |
Total consumer loan provision | |
| (144) | |
| (625) | |
| 74 | |
| (259) | |
Unallocated provision expense | |
| 826 | |
| 595 | |
| 743 | |
| (128) | |
Total provision for credit losses on loans | |
| 191 | |
| — | |
| 460 | |
| — | |
Balance—end of period | | $ | 35,696 | | $ | 31,373 | | $ | 35,696 | | $ | 31,373 | |
Total loans | | $ | 2,533,522 | | $ | 1,890,243 | | $ | 2,533,522 | | $ | 1,890,243 | |
Average total loans | | | 2,482,413 | | | 1,838,631 | | | 2,469,853 | | | 1,803,623 | |
Allowance for credit losses on loans to total loans | |
| 1.41 | % |
| 1.66 | % |
| 1.41 | % |
| 1.66 | % |
Net charge-offs/(recoveries) to average total loans (annualized) | |
| (0.07) | % |
| 0.07 | % |
| (0.02) | % |
| 0.02 | % |
Effective January 1, 2023, the Company adopted the new CECL accounting standard. The adoption of the CECL accounting standard resulted in the Company’s allowance for credit losses increasing by approximately $5.9 million relative to the allowance held as of December 31, 2022. The adoption of the CECL accounting standard resulted in an additional allowance of $3.9 million in the allowance for credit losses on loans and $1.9 million in additional allowance for credit losses on unfunded commitments. The allowance for credit losses on loans was $35.7 million as of June 30, 2023, compared to $31.1 million as of December 31, 2022. The $4.6 million increase was the result of a $3.9 million increase from the adoption of the CECL accounting standard as well as a $269 thousand provision for credit losses on loans expense. As of June 30, 2023, the allowance for credit losses on loans represented 1.41% of total loans.
60
The following table summarizes the activity in the allowance for credit losses on loans for the periods indicated:
| | | | | | | | | | | | | |
| | Three months ended | | Six months ended | | ||||||||
| | June 30, | | June 30, | | ||||||||
(dollars in thousands) | | 2023 | | 2022 | | 2023 |
| 2022 | | ||||
Balance—beginning of period | | $ | 35,102 | | $ | 31,713 | | $ | 35,003 | | $ | 31,572 | |
Net charge-offs (recoveries): |
|
| | |
| | |
| | |
| | |
Commercial net charge-offs (recoveries) | |
| | |
| | |
| | |
| | |
Commercial and Industrial | |
| (353) | | | 547 | |
| (234) | | | 448 | |
Real estate construction | | | — | | | — | | | — | | | — | |
Commercial real estate | | | (12) | | | (11) | | | (23) | | | (22) | |
Total commercial net charge-offs (recoveries) | | | (365) | | | 536 | | | (257) | | | 426 | |
Consumer net charge-offs (recoveries) | | | | | | | | | | | | | |
Residential real estate first mortgage | | | — | | | — | | | (2) | | | — | |
Residential real estate junior lien | | | (46) | | | (201) | | | 25 | | | (214) | |
Other revolving and installment | | | 8 | | | 5 | | | 1 | | | (13) | |
Total consumer net charge-offs (recoveries) | | | (38) | | | (196) | | | 24 | | | (227) | |
Total net charge-offs (recoveries) | | | (403) | | | 340 | | | (233) | | | 199 | |
Provision for credit losses on loans | | | 191 | | | — | | | 460 | | | — | |
Balance—end of period | | $ | 35,696 | | $ | 31,373 | | $ | 35,696 | | $ | 31,373 | |
| | | | | | | | | | | | | |
Net charge-offs (recoveries) to average loans | | | | | | | | | | | | | |
Commercial net charge-offs (recoveries) to average loans | | | | | | | | | | | | | |
Commercial and Industrial | | | (0.06) | % | | 0.12 | % | | (0.02) | % | | 0.05 | % |
Real estate construction | | | — | % | | — | % | | — | % | | — | % |
Commercial real estate | | | — | % | | — | % | | — | % | | — | % |
Total commercial net charge-offs (recoveries) to average loans | | | (0.06) | % | | 0.12 | % | | (0.02) | % | | 0.05 | % |
Consumer net charge-offs (recoveries) to average loans | | | | | | | | | | | | | |
Residential real estate first mortgage | | | — | % | | — | % | | — | % | | — | % |
Residential real estate junior lien | | | (0.01) | % | | (0.04) | % | | — | % | | (0.02) | % |
Other revolving and installment | | | — | % | | — | % | | — | % | | — | % |
Total consumer net charge-offs (recoveries) to average loans | | | (0.01) | % | | (0.04) | % | | — | % | | (0.03) | % |
Total net charge-offs (recoveries) to average loans | | | (0.07) | % | | 0.07 | % | | (0.02) | % | | 0.02 | % |
| | | | | | | | | | | | | |
Allowance for credit losses on loans to total loans | | | 1.41 | % | | 1.66 | % | | 1.41 | % | | 1.66 | % |
Allowance for credit losses on loans to nonaccrual loans | | | 1,599 | % | | 827 | % | | 1,599 | % | | 827 | % |
Allowance for credit losses on loans to nonperforming loans | | | 1,384 | % | | 821 | % | | 1,384 | % | | 821 | % |
The following table presents the allocation of the allowance for credit losses on loans as of the dates presented:
| | | | | | | | | | | | |
| | June 30, 2023 | | | December 31, 2022 | | ||||||
| | | | | Percentage | | | | | | Percentage | |
| | Allocated | | of loans to | | | Allocated | | of loans to | | ||
(dollars in thousands) |
| Allowance |
| total loans | |
| Allowance |
| total loans | | ||
Commercial and industrial | | $ | 7,813 | | 21.8 | % | | $ | 9,158 | | 23.9 | % |
Real estate construction | |
| 3,646 | | 3.1 | % | |
| 1,446 | | 4.0 | % |
Commercial real estate | |
| 12,965 | | 39.6 | % | |
| 12,688 | | 36.0 | % |
Residential real estate first mortgage | |
| 7,901 | | 27.9 | % | |
| 5,769 | | 27.8 | % |
Residential real estate junior lien | |
| 1,351 | | 6.2 | % | |
| 1,289 | | 6.2 | % |
Other revolving and installment | |
| 293 | | 1.4 | % | |
| 528 | | 2.1 | % |
Unallocated | |
| 1,727 | | — | % | |
| 268 | | — | % |
Total loans | | $ | 35,696 | | 100.0 | % | | $ | 31,146 | | 100.0 | % |
In the ordinary course of business, we enter into commitments to extend credit, including commitments under credit arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded. An allowance was established for off-balance sheet credit exposures as part of the adoption of the CECL accounting standard and is measured using similar internal and external assumptions. This allowance is located in
61
accrued expenses and other liabilities on the Consolidated Balance Sheets. The reserve for unfunded commitments was $5.2 million as of June 30, 2023.
Investment Securities
The following table presents the fair value composition of the Company’s investment securities portfolio as of March 31, 2024 and December 31, 2023:
| | | | | | | | | | | | |
|
| March 31, 2024 | | December 31, 2023 | ||||||||
| | | | | Percent of | | | | | Percent of | ||
(dollars in thousands) |
| Balance |
| Portfolio | | Balance |
| Portfolio | ||||
Available-for-sale | |
| | | | | | | | | | |
U.S. Treasury and agencies | | $ | 838 | | 0.1 | % | | $ | 1,120 | | 0.2 | % |
Mortgage backed securities | | | | | | | | | | | | |
Residential agency | | | 420,893 | | 58.3 | | | | 435,594 | | 58.4 | |
Commercial | | | 1,351 | | 0.2 | | | | 1,353 | | 0.2 | |
Asset backed securities | | | 22 | | — | | | | 25 | | — | |
Corporate bonds | | | 49,168 | | 6.8 | | | | 48,644 | | 6.5 | |
Total available-for-sale investment securities | |
| 472,272 | | 65.4 | | |
| 486,736 | | 65.3 | |
Held-to-maturity | | | | | | | | | | | | |
Obligations of state and political agencies | |
| 111,986 | | 15.5 | | |
| 116,990 | | 15.7 | |
Mortgage backed securities | | | | | | | | | | | | |
Residential agency | | | 137,821 | | 19.1 | | | | 141,627 | | 19.0 | |
Total held-to-maturity investment securities | | | 249,807 | | 34.6 | | | | 258,617 | | 34.7 | |
Total investment securities | | $ | 722,079 | | 100.0 | % | | $ | 745,353 | | 100.0 | % |
The composition of ourthe Company’s investment securities portfolio reflects ourthe Company’s investment strategy of maintaining an appropriate level of liquidity for normal operations while providing an additional source of revenue. The investment portfolio also provides a balance to interest rate risk and credit risk in other categories of the balance
54
sheet, while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as collateral.
The following table presents the fair value composition of our investment securities portfolio as of June 30, 2023 and December 31, 2022:
| | | | | | | | | | | |
|
| June 30, 2023 |
| December 31, 2022 |
| ||||||
| | | | | Percent of | | | | | Percent of | |
(dollars in thousands) |
| Balance |
| Portfolio |
| Balance |
| Portfolio |
| ||
Available-for-sale | |
| | | | | | | | | |
U.S. Treasury and agencies | | $ | 2,906 | | 0.3 | % | $ | 3,520 | | 0.3 | % |
Mortgage backed securities | | | | | | | | | | | |
Residential agency | | | 558,456 | | 56.6 | % | | 587,679 | | 56.6 | % |
Commercial | | | 60,909 | | 6.2 | % | | 63,558 | | 6.1 | % |
Asset backed securities | | | 28 | | — | % | | 34 | | — | % |
Corporate bonds | | | 55,155 | | 5.6 | % | | 62,533 | | 6.0 | % |
Total available-for-sale investment securities | |
| 677,454 | | 68.7 | % |
| 717,324 | | 69.0 | % |
Held-to-maturity | | | | | | | | | | | |
Obligations of state and political agencies | |
| 131,016 | | 13.3 | % |
| 137,787 | | 13.3 | % |
Mortgage backed securities | | | | | | | | | | | |
Residential agency | | | 177,618 | | 18.0 | % | | 184,115 | | 17.7 | % |
Total held-to-maturity investment securities | | | 308,634 | | 31.3 | % | | 321,902 | | 31.0 | % |
Total investment securities | | $ | 986,088 | | 100.0 | % | $ | 1,039,226 | | 100.0 | % |
The investment securities presented in the following table are reported at fair value and by contractual maturity as of June 30, 2023.March 31, 2024. Actual timing may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Additionally, residential mortgage backed securities and
62
collateralized mortgage obligations receive monthly principal payments, which are not reflected below. The yields below are calculated on a tax-equivalent basis.basis, assuming a 21.00% income tax rate.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Maturity as of June 30, 2023 |
| | Maturity as of March 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| | One year or less | | One to five years | | Five to ten years | | After ten years |
| | One year or less | | One to five years | | Five to ten years | | After ten years | ||||||||||||||||||||||||||||
|
| Fair |
| Average |
| Fair |
| Average |
| Fair |
| Average |
| Fair |
| Average |
|
| Fair |
| Average | | Fair |
| Average | | Fair |
| Average | | Fair |
| Average | ||||||||||||
(dollars in thousands) | | Value | | Yield | | Value | | Yield | | Value | | Yield | | Value | | Yield |
| | Value | | Yield | | Value | | Yield | | Value | | Yield | | Value | | Yield | ||||||||||||
Available-for-sale |
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
| |
| |
|
|
|
| | |
|
|
|
| | |
|
|
|
| | |
|
|
| |
U.S. Treasury and agencies | | $ | — |
| — | % | $ | 420 |
| 4.47 | % | $ | 674 |
| 5.45 | % | $ | 1,812 |
| 5.41 | % | | $ | — |
| — | % | | $ | 470 |
| 5.89 | % | | $ | — |
| — | % | | $ | 368 |
| 5.94 | % |
Mortgage backed securities | |
|
|
|
| |
|
|
| | |
|
|
|
| |
|
|
|
| | |
|
|
|
| | |
|
|
| | | |
|
|
|
| | |
|
|
|
| |
Residential agency | |
| 23 |
| 3.10 | % |
| 3,750 |
| 2.23 | % |
| 5,761 |
| 2.78 | % |
| 548,922 |
| 1.81 | % | |
| 12 |
| 2.76 | | |
| 3,017 |
| 2.48 | | |
| 4,142 |
| 3.07 | | |
| 413,722 |
| 1.71 | |
Commercial | |
| — |
| — | % |
| 15,676 |
| 2.77 | % |
| 7,686 |
| 2.81 | % |
| 37,547 |
| 2.47 | % | |
| — |
| — | | |
| — |
| — | | |
| 1,351 |
| 2.40 | | |
| — |
| — | |
Asset backed securities | |
| — |
| — | % |
| — |
| — | % |
| 8 |
| 5.54 | % |
| 20 |
| 5.22 | % | |
| — |
| — | | |
| — |
| — | | |
| 5 |
| 4.19 | | |
| 17 |
| 5.04 | |
Corporate bonds | |
| — |
| — | % |
| — |
| — | % |
| 55,155 |
| 3.83 | % |
| — |
| — | % | |
| — |
| — | | |
| — |
| — | | |
| 49,168 |
| 3.69 | | |
| — |
| — | |
Total available-for-sale investment securities | | | 23 |
| 3.10 | % | | 19,846 |
| 2.71 | % | | 69,284 |
| 3.67 | % | | 588,301 |
| 1.86 | % | | | 12 |
| 2.76 | | | | 3,487 |
| 2.93 | | | | 54,666 |
| 3.61 | | | | 414,107 |
| 1.71 | |
Held-to-maturity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Obligations of state and political agencies | | | 5,946 | | 0.60 | % | | 40,512 | | 1.31 | % | | 58,000 | | 2.00 | % | | 11,111 | | 2.21 | % | | | 7,974 | | 1.08 | | | | 43,614 | | 1.43 | | | | 49,662 | | 2.04 | | | | 10,736 | | 2.21 | |
Mortgage backed securities | |
|
|
|
| |
|
|
| | |
|
|
|
| |
|
|
|
| | |
|
|
|
| | |
|
|
| | | |
|
|
|
| | |
|
|
|
| |
Residential agency | |
| — |
| — | % |
| — |
| — | % |
| — |
| — | % |
| 145,141 |
| 2.21 | % | |
| — |
| — | | |
| — |
| — | | |
| — |
| — | | |
| 137,821 |
| 2.24 | |
Total held-to-maturity investment securities | | | 5,946 | | 0.60 | % | | 40,512 | | 1.31 | % | | 58,000 | | 2.00 | % | | 156,252 | | 2.21 | % | | | 7,974 | | 1.08 | | | | 43,614 | | 1.43 | | | | 49,662 | | 2.04 | | | | 148,557 | | 2.23 | |
Total investment securities | | $ | 5,969 | | 0.61 | % | $ | 60,358 | | 1.77 | % | $ | 127,284 | | 2.93 | % | $ | 744,553 | | 1.94 | % | | $ | 7,986 | | 1.08 | % | | $ | 47,101 | | 1.54 | % | | $ | 104,328 | | 2.87 | % | | $ | 562,664 | | 1.85 | % |
Loans
The loan portfolio represents a broad range of borrowers comprised of commercial and industrial, real estate construction, commercial real estate (“CRE”), residential real estate, and other revolving and installment loans.
Total loans outstanding were $2.8 billion as of March 31, 2024, an increase of $39.9 million, or 1.4%, from December 31, 2023. The increase was primarily driven by a $28.0 million increase in CRE loans and a $13.4 million increase in commercial and industrial loans, offset by a $2.0 million decrease in residential real estate loans.
55
The Company’s loan portfolio is highly diversified. As of March 31, 2024, approximately 21.8% of loans outstanding were commercial and industrial, while 45.7% of loans outstanding were CRE, and 31.4% of loans outstanding were residential real estate.
| | | | | | | | | | | | |
| | March 31, 2024 | | December 31, 2023 | ||||||||
| | | | | Percent of | | | | | Percent of | ||
(dollars in thousands) | | Balance | | Portfolio | | Balance | | Portfolio | ||||
Commercial and industrial: |
| |
|
|
|
| | |
|
|
|
|
General business | | $ | 316,298 | | 11.3 | % | | $ | 294,149 | | 10.7 | % |
Services | | | 147,584 | | 5.3 | | | | 146,318 | | 5.3 | |
Retail trade | | | 79,620 | | 2.8 | | | | 91,216 | | 3.3 | |
Manufacturing | | | 68,193 | | 2.4 | | | | 66,638 | | 2.4 | |
Total commercial and industrial | |
| 611,695 | | 21.8 | | |
| 598,321 | | 21.7 | |
Commercial real estate: | | |
| |
| | | |
| |
| |
Owner occupied | | | 285,149 | | 10.2 | | | | 271,619 | | 9.8 | |
Non-owner occupied | | | | | | | | | | | | |
Multifamily | | | 260,609 | | 9.3 | | | | 245,103 | | 8.9 | |
Office | | | 133,284 | | 4.8 | | | | 124,684 | | 4.5 | |
Industrial | | | 103,303 | | 3.7 | | | | 104,241 | | 3.8 | |
Retail | | | 96,023 | | 3.4 | | | | 96,578 | | 3.5 | |
Hotel | | | 67,288 | | 2.4 | | | | 80,576 | | 2.9 | |
Medical office | | | 63,775 | | 2.3 | | | | 63,788 | | 2.3 | |
Medical or nursing facility | | | 47,302 | | 1.7 | | | | 47,625 | | 1.7 | |
Other commercial real estate | | | 55,066 | | 1.9 | | | | 51,866 | | 1.9 | |
Total non-owner occupied | | | 826,650 | | 29.5 | | | | 814,461 | | 29.5 | |
Construction | | | 125,966 | | 4.5 | | | | 124,034 | | 4.5 | |
Agricultural real estate | | | 41,149 | | 1.5 | | | | 40,832 | | 1.5 | |
Total commercial real estate | | | 1,278,914 | | 45.7 | | | | 1,250,946 | | 45.3 | |
Consumer | | |
| |
| | | |
| |
| |
Residential real estate first mortgage | | | 722,151 | | 25.8 | | | | 726,879 | | 26.3 | |
Residential real estate junior lien | | | 156,882 | | 5.6 | | | | 154,134 | | 5.6 | |
Other revolving and installment | | | 29,833 | | 1.1 | | | | 29,303 | | 1.1 | |
Total consumer | | | 908,866 | | 32.5 | | | | 910,316 | | 33.0 | |
Total loans | | $ | 2,799,475 | | 100.0 | % | | $ | 2,759,583 | | 100.0 | % |
Despite headwinds from a higher interest rate environment and competition in the Company’s market areas, the Company anticipates continued loan growth for the commercial and industrial and commercial real estate loan portfolios as a result of recently added production talent.
Commercial loans represent loans for working capital, purchases of equipment and other needs of commercial customers primarily located within the Bank’s geographical footprint. These loans are underwritten individually and represent ongoing relationships based on a thorough knowledge of the customer, the customer’s industry and the customer’s market. While commercial loans are generally secured by the customer’s assets, including real property, inventory, accounts receivable, operating equipment and other property, and may also include personal guarantees of the owners and related parties, the primary source of repayment of the loans is the ongoing cash flow from operations of the customer’s business. In addition, revolving lines of credit are generally governed by a borrowing base. Inherent lending risks are monitored on a continuous basis through interim reporting, covenant testing and annual underwriting.
CRE loans consist of term loans secured by a mortgage lien on real property and include both owner occupied CRE loans as well as non-owner occupied loans. Non-owner occupied CRE loans consist of mortgage loans to finance investments in real property that may include, but are not limited to, multi-family, industrial, office, retail and other specific use properties as well as CRE construction loans that are offered to builders and developers generally within the Bank’s geographical footprint. The primary risk characteristics in the non-owner occupied portfolio include impacts of overall leasing rates, absorption timelines, levels of vacancy rates and operating expenses. The Company requires collateral values in excess of the loan amounts, cash flows in excess of expected debt service requirements and equity investment in the project. The expected cash flows from all significant new or renewed income producing property commitments are stress tested to reflect the risks in varying interest rates, vacancy rates and rental rates. Inherent lending risks are monitored on a continuous basis through quarterly monitoring and the Bank’s annual underwriting process, incorporating an analysis of cash flow, collateral, market conditions and guarantor liquidity, if applicable. CRE loan policies are specific to individual product types and underwriting parameters vary depending on the risk profile of each
56
asset class. CRE loan policies are reviewed no less than semi-annually by management and approved by the Bank’s Board of Directors to ensure they align with current market conditions and the Bank’s moderate risk appetite. Construction loans are monitored monthly and includes on-site inspections. Management reviews all construction loans quarterly to ensure projects are on time and within budget. CRE concentration limits have been established by product type and are monitored quarterly by the Bank’s Credit Governance Committee and Bank Board of Directors.
CRE loans may be adversely affected by conditions in the real estate markets or in the general economy. The Company does not monitor the CRE portfolio for attributes such as loan-to-value ratios, occupancy rates or net operating income, as these characteristics are assessed and evaluated on an individual loan basis. Portfolio stress testing is completed based on property type and takes into consideration changes to net operating income and capitalization rates. The Company does not have exposure to the office building sector in central business districts as the office portfolio is generally diversified in suburban markets with strong occupancy levels.
The following table presents the geographical markets of the collateral related to the non-owner occupied CRE loans for the periods presented:
| | | | | | | | | | | | |
| | March 31, 2024 | | December 31, 2023 | ||||||||
| | | | | Percent of | | | | | Percent of | ||
(dollars in thousands) | | Balance | | Total | | Balance | | Total | ||||
Geographical Market: |
| |
|
|
|
| | |
|
|
| |
Minnesota | | $ | 408,858 | | 49.5 | % | | $ | 394,754 | | 48.5 | % |
North Dakota | | | 212,551 | | 25.7 | % | | | 214,884 | | 26.4 | % |
Arizona | | | 130,568 | | 15.8 | % | | | 139,450 | | 17.1 | % |
Missouri | | | 15,970 | | 1.9 | % | | | 15,969 | | 2.0 | % |
Oregon | | | 14,956 | | 1.8 | % | | | 14,953 | | 1.8 | % |
South Dakota | | | 14,720 | | 1.8 | % | | | 14,790 | | 1.8 | % |
Other | | | 29,027 | | 3.5 | % | | | 19,661 | | 2.4 | % |
Total non-owner occupied commercial real estate loans | | $ | 826,650 | | 100.0 | % | | $ | 814,461 | | 100.0 | % |
The Bank does not currently monitor owner occupied CRE loans based on geographical markets, as the primary source of repayment for these loans is predicated on the cash flow from the underlying operating entity. These loans are generally located within the Company’s geographical footprint.
Highly competitive conditions continue to prevail in the small- and middle-market commercial segments in which the Company primarily operates. The Company maintains a commitment to generating growth in the Company’s business portfolio in a manner that adheres to its twin goals of maintaining strong asset quality and producing profitable margins. The Company continues to invest in additional personnel, technology and business development resources to further strengthen its capabilities.
Residential real estate loans represent loans to consumers for the purchase or refinance of a residence. These loans are generally financed over a 15- to 30-year term and, in most cases, are extended to borrowers to finance their primary residence with both fixed-rate and adjustable-rate terms. Real estate construction loans are also offered to consumers who wish to build their own homes and are often structured to be converted to permanent loans at the end of the construction phase, which is typically twelve months. Residential real estate loans also include home equity loans and lines of credit that are secured by a first or second lien on the borrower’s residence. Home equity lines of credit consist mainly of revolving lines of credit secured by residential real estate.
Consumer loans include loans made to individuals not secured by real estate, including loans secured by automobiles or watercraft, and personal unsecured loans.
The Company originates both fixed and adjustable rate residential real estate loans conforming to the underwriting guidelines of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, as well as home equity loans and lines of credit that are secured by first or junior liens. Most of the Company’s fixed rate residential loans, along with some of the Company’s adjustable rate mortgages are sold to other financial institutions with which the Company has established a correspondent lending relationship.
57
The Company’s consumer mortgage loans have minimal direct exposure to subprime mortgages as the loans are underwritten to conform to secondary market standards. As of March 31, 2024, the Company’s consumer mortgage portfolio was $879.0 million, which was a $2.0 million, or 0.2%, decrease from $881.0 million as of December 31, 2023. Market interest rates, expected duration, and the Company’s overall interest rate sensitivity profile continue to be the most significant factors in determining whether the Company chooses to retain versus sell portions of new consumer mortgage originations.
The following table presents the maturities and types of interest rates for the loan portfolio as of March 31, 2024:
| | | | | | | | | | | | | | | |
| | March 31, 2024 | |||||||||||||
| | | | | After one | | After five | | | | | | | ||
| | One year | | but within | | but within | | After | | | | ||||
(dollars in thousands) |
| or less |
| five years |
| fifteen years | | fifteen years |
| Total | |||||
Commercial |
| |
|
| |
|
| |
| | | |
| |
|
Commercial and industrial | | $ | 149,102 | | $ | 259,712 | | $ | 202,881 | | $ | — | | $ | 611,695 |
Real estate construction | |
| 12,214 | |
| 109,851 | |
| 1,709 | |
| 2,192 | |
| 125,966 |
Commercial real estate | |
| 91,414 | |
| 610,152 | |
| 384,410 | |
| 66,972 | |
| 1,152,948 |
Total commercial | |
| 252,730 | |
| 979,715 | |
| 589,000 | |
| 69,164 | |
| 1,890,609 |
Consumer | |
|
| |
|
| |
|
| |
| | |
|
|
Residential real estate first mortgage | |
| 4,601 | |
| 33,865 | |
| 43,388 | |
| 640,297 | |
| 722,151 |
Residential real estate junior lien | |
| 8,684 | |
| 21,224 | |
| 32,724 | |
| 94,250 | |
| 156,882 |
Other revolving and installment | |
| 10,442 | |
| 16,808 | |
| 2,583 | |
| — | |
| 29,833 |
Total consumer | |
| 23,727 | |
| 71,897 | |
| 78,695 | |
| 734,547 | |
| 908,866 |
Total loans | | $ | 276,457 | | $ | 1,051,612 | | $ | 667,695 | | $ | 803,711 | | $ | 2,799,475 |
Loans with fixed interest rates: | | |
|
| |
|
| |
| | | |
| |
|
Commercial |
| |
|
| |
|
| |
| | | |
| |
|
Commercial and industrial | | $ | 19,540 | | $ | 211,917 | | $ | 79,223 | | $ | — | | $ | 310,680 |
Real estate construction | |
| 10,220 | |
| 22,143 | |
| 34 | |
| — | |
| 32,397 |
Commercial real estate | |
| 78,793 | |
| 415,228 | |
| 253,237 | |
| 23,456 | |
| 770,714 |
Total commercial | |
| 108,553 | |
| 649,288 | |
| 332,494 | |
| 23,456 | |
| 1,113,791 |
Consumer | |
|
| |
|
| |
|
| |
| | |
|
|
Residential real estate first mortgage | |
| 2,576 | |
| 30,943 | |
| 36,759 | |
| 410,236 | |
| 480,514 |
Residential real estate junior lien | |
| 2,314 | |
| 6,312 | |
| 22,269 | |
| 14,091 | |
| 44,986 |
Other revolving and installment | |
| 1,520 | |
| 13,417 | |
| 2,583 | |
| — | |
| 17,520 |
Total consumer | |
| 6,410 | |
| 50,672 | |
| 61,611 | |
| 424,327 | |
| 543,020 |
Total loans with fixed interest rates | | $ | 114,963 | | $ | 699,960 | | $ | 394,105 | | $ | 447,783 | | $ | 1,656,811 |
Loans with floating interest rates: |
| |
|
| |
|
| |
| | | |
| |
|
Commercial | | |
|
| |
|
| |
| | | |
| |
|
Commercial and industrial | | $ | 129,562 | | $ | 47,795 | | $ | 123,658 | | $ | — | | $ | 301,015 |
Real estate construction | |
| 1,994 | |
| 87,708 | |
| 1,675 | |
| 2,192 | |
| 93,569 |
Commercial real estate | |
| 12,621 | |
| 194,924 | |
| 131,173 | |
| 43,516 | |
| 382,234 |
Total commercial | |
| 144,177 | |
| 330,427 | |
| 256,506 | |
| 45,708 | |
| 776,818 |
Consumer | |
|
| |
|
| |
|
| |
| | |
|
|
Residential real estate first mortgage | |
| 2,025 | |
| 2,922 | |
| 6,629 | | | 230,061 | |
| 241,637 |
Residential real estate junior lien | |
| 6,370 | |
| 14,912 | |
| 10,455 | |
| 80,159 | |
| 111,896 |
Other revolving and installment | |
| 8,922 | |
| 3,391 | |
| — | |
| — | |
| 12,313 |
Total consumer | |
| 17,317 | |
| 21,225 | |
| 17,084 | |
| 310,220 | |
| 365,846 |
Total loans with floating interest rates | | $ | 161,494 | | $ | 351,652 | | $ | 273,590 | | $ | 355,928 | | $ | 1,142,664 |
The expected life of the Company’s loan portfolio will differ from contractual maturities because borrowers may have the right to curtail or prepay their loans with or without penalties. Consequently, the table above includes information limited to contractual maturities of the underlying loans.
58
Asset Quality
The Company’s strategy for credit risk management includes well-defined, centralized credit policies; uniform underwriting criteria; and ongoing risk monitoring and review processes for all commercial and consumer credit exposures. The strategy also emphasizes diversification on a geographic, industry, and client level; regular credit examinations; and management reviews of loans experiencing deterioration of credit quality. The Company strives to identify potential problem loans early, take necessary charge-offs promptly, and maintain adequate reserve levels for credit losses inherent in the portfolio. Management performs ongoing, internal reviews of any problem credits and continually assesses the adequacy of the allowance. The Company utilized an internal lending division, Special Credit Services, to develop and implement strategies for the management of individual nonperforming loans.
Credit Quality Indicators
Loans are assigned a risk rating and grouped into categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The risk ratings are aligned to pass and criticized categories. The criticized categories include special mention, substandard, and doubtful risk ratings. See “NOTE 4 Loans and Allowance for Credit Losses” of the consolidated financial statements for a definition of each of the risk ratings.
The table below presents criticized loans outstanding by loan portfolio segment as of March 31, 2024 and December 31, 2023:
| | | | | | | | |
| | March 31, | | December 31, | ||||
(dollars in thousands) |
| 2024 | | 2023 | ||||
Commercial |
| |
| | | | | |
Commercial and industrial | | $ | 42,653 | | | $ | 29,840 | |
Real estate construction | |
| 21,055 | | | | 20,667 | |
Commercial real estate | |
| 34,442 | | | | 9,170 | |
Total commercial | |
| 98,150 | | | | 59,677 | |
Consumer | |
|
| | | | | |
Residential real estate first mortgage | |
| 5,301 | | | | 105 | |
Residential real estate junior lien | |
| 2,588 | | | | 1,781 | |
Other revolving and installment | | | 1 | | | | — | |
Total consumer | |
| 7,890 | | | | 1,886 | |
Total loans | | $ | 106,040 | | | $ | 61,563 | |
Criticized loans as a percent of total loans | | | 3.79 | % | | | 2.23 | % |
The following table presents information regarding nonperforming assets as of March 31, 2024 and December 31, 2023:
| | | | | | | | |
| | March 31, | | December 31, | ||||
(dollars in thousands) |
| 2024 | | 2023 | ||||
Nonaccrual loans |
| $ | 7,345 |
| | $ | 8,596 |
|
Accruing loans 90+ days past due |
| | — |
| | | 139 |
|
Total nonperforming loans | | | 7,345 | | | | 8,735 | |
OREO and repossessed assets | |
| 3 | | |
| 32 | |
Total nonperforming assets | | | 7,348 | | | | 8,767 | |
Total restructured accruing loans | | | — | | | | — | |
Total nonperforming assets and restructured accruing loans | | $ | 7,348 | | | $ | 8,767 | |
Nonperforming loans to total loans | |
| 0.26 | % | |
| 0.32 | % |
Nonperforming assets to total assets | |
| 0.17 | % | |
| 0.22 | % |
Allowance for credit losses on loans to nonperforming loans | |
| 498 | % | |
| 410 | % |
59
Interest income lost on nonaccrual loans approximated $651 thousand and $38 thousand for the three months ended March 31, 2024 and 2023, respectively. There was no interest income included in net interest income related to nonaccrual loans for the three months ended March 31, 2024 and 2023.
Allowance for Credit Losses
The allowance for credit losses, or ACL, on loans is maintained at a level management believes is sufficient to absorb expected losses in the loan portfolio over the remaining estimated life of loans in the portfolio. Under CECL accounting standard the ACL is a valuation estimated at each balance sheet date and deducted from the amortized cost basis of loans held for investment to present the net amount expected to be collected. These evaluations are inherently subjective as they require management to make material estimates, all of which may be susceptible to significant change. The allowance is increased by provisions charged to expense and decreased by actual charge-offs, net of recoveries.
Management estimates the ACL using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable supportable forecasts. Historical loss experience provides the basis for estimation of expected credit losses. Adjustments to historical loss information are made for differences in the current loan-specific risk characteristics such as different underwriting standards, portfolio mix, delinquency level, or life of the loan, as well as changes in environmental conditions, levels of economic activity, unemployment rates, property values and other relevant factors. The calculation also contemplates that the Company may not be able to make or obtain such forecasts for the entire life of the financial assets and requires a reversion to historical loss information.
Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. The ACL on individually evaluated loans is recognized on the basis of the present value of expected future cash flows discounted at the effective interest rate, the fair value of collateral adjusted of estimated costs to sell, or observable market price as of the relevant date.
In the ordinary course of business, the Company enters into commitments to extend credit, including commitments under credit arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded. A reserve for unfunded commitments is established using historical loss data and utilization assumptions. This reserve is located under accrued expenses and other liabilities on the Consolidated Balance Sheets. The expense for provision (recovery) for unfunded commitments for the three months ended March 31, 2024 and 2023, was ($0.8) million and $0.2 million, respectively.
60
The following table presents, by loan type, the changes in the allowance for credit losses on loans for the periods presented:
| | | | | | | |
| | Three months ended | |||||
| | March 31, | |||||
(dollars in thousands) |
| 2024 | | 2023 | |||
Balance—beginning of period | | $ | 35,843 | | | $ | 35,003 |
Commercial loan charge-offs | |
|
| | |
|
|
Commercial and Industrial | |
| (164) | | |
| (175) |
Real estate construction | |
| — | | |
| — |
Commercial real estate | |
| (29) | | |
| — |
Total commercial loan charge-offs | |
| (193) | | |
| (175) |
Consumer loan charge-offs | |
|
| | |
|
|
Residential real estate first mortgage | |
| — | | |
| — |
Residential real estate junior lien | |
| — | | |
| (77) |
Other revolving and installment | |
| (12) | | |
| (5) |
Total consumer loan charge-offs | |
| (12) | | |
| (82) |
Total loan charge-offs | |
| (205) | | |
| (257) |
Commercial loan recoveries | |
|
| | |
|
|
Commercial and Industrial | |
| 123 | | |
| 56 |
Real estate construction | |
| — | | |
| — |
Commercial real estate | |
| 11 | | |
| 11 |
Total commercial recoveries | |
| 134 | | |
| 67 |
Consumer loan recoveries | |
|
| | |
|
|
Residential real estate first mortgage | |
| — | | |
| 2 |
Residential real estate junior lien | |
| — | | |
| 6 |
Other revolving and installment | |
| 13 | | |
| 12 |
Total consumer loan recoveries | |
| 13 | | |
| 20 |
Total loan recoveries | |
| 147 | | |
| 87 |
Net loan charge-offs (recoveries) | |
| 58 | | |
| 170 |
Commercial loan provision | |
|
| | |
|
|
Commercial and Industrial | |
| 122 | | |
| (395) |
Real estate construction | |
| (189) | | |
| 439 |
Commercial real estate | |
| 834 | | |
| 35 |
Total commercial loan provision | |
| 767 | | |
| 79 |
Consumer loan provision | |
|
| | |
|
|
Residential real estate first mortgage | |
| 63 | | |
| 187 |
Residential real estate junior lien | |
| (3) | | |
| 121 |
Other revolving and installment | |
| (28) | | |
| (118) |
Total consumer loan provision | |
| 32 | | |
| 190 |
Total provision for credit losses on loans | |
| 799 | | |
| 269 |
Balance—end of period | | $ | 36,584 | | | $ | 35,102 |
Total loans | | $ | 2,799,475 | | | $ | 2,486,625 |
Average total loans | | | 2,768,514 | | | | 2,457,154 |
Allowance for credit losses on loans to total loans | |
| 1.31 | % | |
| 1.41 |
Net charge-offs/(recoveries) to average total loans (annualized) | |
| 0.01 | % | |
| 0.03 |
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The following table summarizes the activity in the allowance for credit losses on loans for the periods indicated:
| | | | | | | | |
| | Three months ended | | |||||
| | March 31, | | |||||
(dollars in thousands) | | 2024 | | | 2023 | | ||
Balance—beginning of period | | $ | 35,843 | | | $ | 35,003 | |
Net charge-offs (recoveries): |
|
| | | |
| | |
Commercial net charge-offs (recoveries) | |
| | | |
| | |
Commercial and Industrial | |
| 41 | | | | 119 | |
Real estate construction | | | — | | | | — | |
Commercial real estate | | | 18 | | | | (11) | |
Total commercial net charge-offs (recoveries) | | | 59 | | | | 108 | |
Consumer net charge-offs (recoveries) | | | | | | | | |
Residential real estate first mortgage | | | — | | | | (2) | |
Residential real estate junior lien | | | — | | | | 71 | |
Other revolving and installment | | | (1) | | | | (7) | |
Total consumer net charge-offs (recoveries) | | | (1) | | | | 62 | |
Total net charge-offs (recoveries) | | | 58 | | | | 170 | |
Provision for credit losses on loans | | | 799 | | | | 269 | |
Balance—end of period | | $ | 36,584 | | | $ | 35,102 | |
| | | | | | | | |
Net charge-offs (recoveries) to average loans | | | | | | | | |
Commercial net charge-offs (recoveries) to average loans | | | | | | | | |
Commercial and Industrial | | | 0.01 | % | | | 0.02 | % |
Real estate construction | | | — | % | | | — | % |
Commercial real estate | | | — | % | | | — | % |
Total commercial net charge-offs (recoveries) to average loans | | | 0.01 | % | | | 0.02 | % |
Consumer net charge-offs (recoveries) to average loans | | | | | | | | |
Residential real estate first mortgage | | | — | % | | | — | % |
Residential real estate junior lien | | | — | % | | | 0.01 | % |
Other revolving and installment | | | — | % | | | — | % |
Total consumer net charge-offs (recoveries) to average loans | | | — | % | | | 0.01 | % |
Total net charge-offs (recoveries) to average loans | | | 0.01 | % | | | 0.03 | % |
| | | | | | | | |
Allowance for credit losses on loans to total loans | | | 1.31 | % | | | 1.41 | % |
Allowance for credit losses on loans to nonaccrual loans | | | 498 | % | | | 1,657 | % |
Allowance for credit losses on loans to nonperforming loans | | | 498 | % | | | 1,657 | % |
The following table presents the allocation of the allowance for credit losses on loans as of the dates presented:
| | | | | | | | | | | | |
| | March 31, 2024 | | | December 31, 2023 | | ||||||
| | | | | Percentage | | | | | | Percentage | |
| | Allocated | | of loans to | | | Allocated | | of loans to | | ||
(dollars in thousands) |
| Allowance |
| total loans | |
| Allowance |
| total loans | | ||
Commercial and industrial | | $ | 9,975 | | 21.8 | % | | $ | 9,894 | | 21.7 | % |
Real estate construction | |
| 5,922 | | 4.5 | | |
| 6,111 | | 4.5 | |
Commercial real estate | |
| 12,713 | | 41.2 | | |
| 11,897 | | 40.8 | |
Residential real estate first mortgage | |
| 6,641 | | 25.8 | | |
| 6,578 | | 26.3 | |
Residential real estate junior lien | |
| 1,148 | | 5.6 | | |
| 1,151 | | 5.6 | |
Other revolving and installment | |
| 185 | | 1.1 | | |
| 212 | | 1.1 | |
Total loans | | $ | 36,584 | | 100.0 | % | | $ | 35,843 | | 100.0 | % |
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In the ordinary course of business, the Company enters into commitments to extend credit, including commitments under credit arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded. An ACL on off-balance sheet credit exposures is measured using similar internal and external assumptions as the ACL on loans. This allowance is located in accrued expenses and other liabilities on the Consolidated Balance Sheets. The ACL for unfunded commitments was $6.6 million and $5.4 million as of March 31, 2024 and 2023, respectively.
Deposits
Deposit inflows and outflows are influenced by prevailing market interest rates, competition, local and economic conditions, and fluctuations in ourthe Company’s customers’ own liquidity needs and may also be influenced by recent developments in the financial services industry, including the large-scale deposit withdrawals over a short period of time at Silicon Valley Bank, Signature Bank, and First Republic Bank that resulted in the failure of those institutions. recent bank failures.
Total deposits were $2.9$3.3 billion as of June 30, 2023, a decreaseMarch 31, 2024, an increase of $62.6$189.4 million, or 2.1%6.1%, from December 31, 2022.2023. Interest-bearing deposits increased $82.8$224.9 million while noninterest-bearing deposits decreased $145.5$35.6 million. The decreaseincrease in total deposits was due to both seasonal inflows of public unit depositor seasonalityfunds deposit balances and clients using excess liquidityexpanded commercial deposit relationships, along with time deposit and paying down revolving debt.synergistic deposit growth. Noninterest-bearing deposits decreased from 29.5%23.5% of total deposits to 25.1%21.1% as higher yields on interest-bearing accounts and other investment alternatives, such as U.S. treasuries, attracted funds. Time deposit balances increased as higher short-term CD rates attracted both existing non-maturity deposits as well as new deposits to the Company.
The following table presents the composition of ourthe Company’s deposit portfolio as of June 30, 2023March 31, 2024 and December 31, 2022:2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| June 30, 2023 | | December 31, 2022 | | | | | | |
| March 31, 2024 | | December 31, 2023 | | | | | | | ||||||||||||
| | | | | Percent of | | | | | Percent of | | Change | | | | | | Percent of | | | | | Percent of | | Change | | ||||||
(dollars in thousands) |
| Balance |
| Portfolio |
| Balance |
| Portfolio |
| Amount |
| Percent |
|
| Balance |
| Portfolio |
| Balance |
| Portfolio |
| Amount |
| Percent |
| ||||||
Noninterest-bearing demand | | $ | 715,534 | | 25.1 | % | $ | 860,987 | | 29.5 | % | $ | (145,453) | | (16.9) | % | | $ | 692,500 | | 21.1 | % | $ | 728,082 | | 23.5 | % | $ | (35,582) | | (4.9) | % |
Interest-bearing demand | |
| 753,194 | | 26.4 | % |
| 706,275 | | 24.2 | % |
| 46,919 | | 6.6 | % | |
| 938,751 | | 28.6 | |
| 840,711 | | 27.2 | |
| 98,040 | | 11.7 | |
Money market and savings | |
| 1,079,960 | | 37.8 | % |
| 1,135,863 | | 39.0 | % |
| (55,903) | | (4.9) | % | |
| 1,196,989 | | 36.4 | |
| 1,115,256 | | 36.0 | |
| 81,733 | | 7.3 | |
Time deposits | |
| 304,167 | | 10.7 | % |
| 212,359 | | 7.3 | % |
| 91,808 | | 43.2 | % | |
| 456,729 | | 13.9 | |
| 411,562 | | 13.3 | |
| 45,167 | | 11.0 | |
Total deposits | | $ | 2,852,855 | | 100.0 | % | $ | 2,915,484 | | 100.0 | % | $ | (62,629) | | (2.1) | % | | $ | 3,284,969 | | 100.0 | % | $ | 3,095,611 | | 100.0 | % | $ | 189,358 | | 6.1 | % |
The following table presents the average balances and rates of the Company’s deposit portfolio for the three months ended March 31, 2024 and 2023:
| | | | | | | | | | | | |
| | Three months ended March 31, | | | ||||||||
| | 2024 | | 2023 | | | ||||||
| | Average | | Average | | Average | | Average | | | ||
(dollars in thousands) |
| Balance |
| Rate |
| Balance |
| Rate |
| | ||
Noninterest-bearing demand | | $ | 675,926 | | — | % | $ | 789,134 | | — | % | |
Interest-bearing demand | | | 869,060 | | 1.97 | | | 746,660 | | 0.87 | | |
Money market and savings | | | 1,186,900 | | 3.77 | | | 1,165,269 | | 2.17 | | |
Time deposits | | | 431,679 | | 4.46 | | | 231,959 | | 2.23 | | |
Total deposits | | $ | 3,163,565 | | 2.56 | % | $ | 2,933,022 | | 1.26 | % | |
63
The following table presents the average balances and rates of our deposit portfolio for the three months ended June 30, 2023 and 2022:
| | | | | | | | | | | |
| | Three months ended June 30, | | ||||||||
| | 2023 | | 2022 | | ||||||
| | Average | | Average | | Average | | Average | | ||
(dollars in thousands) |
| Balance |
| Rate |
| Balance |
| Rate |
| ||
Noninterest-bearing demand | | $ | 768,927 | | — | % | $ | 807,271 | | — | % |
Interest-bearing demand | | | 761,319 | | 1.26 | % | | 708,888 | | 0.12 | % |
Money market and savings | | | 1,155,247 | | 2.81 | % | | 1,042,660 | | 0.14 | % |
Time deposits | | | 251,145 | | 3.29 | % | | 219,592 | | 0.43 | % |
Total deposits | | $ | 2,936,638 | | 1.73 | % | $ | 2,778,411 | | 0.12 | % |
The following table presents the contractual maturity of time deposits, including certificate of deposit account registry services and IRA deposits of $250 thousand and over, that were outstanding as of June 30, 2023:March 31, 2024:
| | | | | | |
| | June 30, | | March 31, | ||
(dollars in thousands) |
| 2023 |
| 2024 | ||
Maturing in: |
| |
|
| |
|
3 months or less | | $ | 89,190 | | $ | 54,618 |
3 months to 6 months | |
| 3,453 | |
| 79,005 |
6 months to 1 year | |
| 821 | |
| 14,031 |
1 year or greater | |
| 752 | |
| 3,128 |
Total | | $ | 94,216 | | $ | 150,782 |
The Company’s total uninsured deposits, which are amounts of deposit accounts that exceed the FDIC insurance limit, currently $250,000, were approximately $983.6 million$1.2 billion at June 30, 2023March 31, 2024 These amounts were estimated based on the same methodologies used for regulatory reporting purposes.
Borrowings
Borrowings as of June 30, 2023March 31, 2024 and December 31, 20222023 were as follows:
| | | | | | | | | | | |
| | June 30, 2023 | | December 31, 2022 | | ||||||
| | | | | Percent of | | | | | Percent of | |
(dollars in thousands) |
| Balance |
| Portfolio |
| Balance |
| Portfolio |
| ||
Fed funds purchased |
| $ | 492,060 |
| 89.3 | % | $ | 153,080 | | 35.0 | % |
FHLB Short-term advances | | | — | | — | % | | 225,000 | | 51.6 | % |
Subordinated notes | | | 50,000 | | 9.1 | % | | 50,000 | | 11.4 | % |
Junior subordinated debentures | |
| 8,900 | | 1.6 | % | | 8,843 | | 2.0 | % |
Total borrowed funds | | $ | 550,960 | | 100.0 | % | $ | 436,923 | | 100.0 | % |
| | | | | | | | | | | | |
| | March 31, 2024 | | December 31, 2023 | ||||||||
| | | | | Percent of | | | | | Percent of | ||
(dollars in thousands) |
| Balance |
| Portfolio | | Balance |
| Portfolio | ||||
Fed funds purchased |
| $ | — |
| — | % | | $ | 114,170 | | 30.6 | % |
Bank Term Funding Program (1) | | | 355,000 | | 57.8 | | | | — | | — | |
FHLB Short-term advances | | | 200,000 | | 32.6 | | | | 200,000 | | 53.6 | |
Subordinated notes | | | 50,000 | | 8.1 | | | | 50,000 | | 13.4 | |
Junior subordinated debentures | |
| 8,985 | | 1.5 | | | | 8,956 | | 2.4 | |
Total borrowed funds | | $ | 613,985 | | 100.0 | % | | $ | 373,126 | | 100.0 | % |
(1) | In the first quarter of 2024, the Company borrowed $355.0 million from BTFP for a period of up to one year at a fixed rate of 4.88%. Under the program, the Company may prepay this borrowing at any time without penalty and the borrowing is secured by the Company’s pledged collateral of investment securities. |
Capital Resources
Stockholders' equity is influenced primarily by earnings, dividends, the Company's sales and repurchases of its common stock and changes in accumulated other comprehensive income caused primarily by fluctuations in unrealized gains or losses, net of taxes, on available-for-sale securities.
Stockholders' equity increased $813 thousand,$2.5 million, or 0.2%0.7%, to $357.7$371.6 million as of June 30, 2023,March 31, 2024, compared to $356.9$369.1 million as of December 31, 20222023. Tangible common equity to tangible assets, a non-GAAP financial measure, decreased to 7.72%7.23% as of June 30, 2023,March 31, 2024, from 7.74%7.94% as of December 31, 2022.2023. Common equity tier 1 capital to risk weighted assets decreasedincreased to 13.30%11.86% as of June 30, 2023,March 31, 2024, from 13.39%11.82% as of December 31, 2022.2023.
We striveThe Company strives to maintain an adequate capital base to support ourthe Company’s activities in a safe and sound manner while at the same time attempting to maximize stockholder value. Capital adequacy is assessed against the risk inherent in our
64
the Company’s balance sheet, recognizing that unexpected loss is the common denominator of risk, and that common equity has the greatest capacity to absorb unexpected loss.
We areThe Company is subject to various regulatory capital requirements both at the Company and at the Bank level. Failure to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on ourthe Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, specific capital guidelines must be met that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated
64
under regulatory accounting policies. We haveThe Company has consistently maintained regulatory capital ratios at or above the well-capitalized standards.
At June 30, 2023March 31, 2024 and December 31, 2022, we2023, the Company met all the capital adequacy requirements to which we werethe Company was subject. The table below presents the Company’s and the Bank’s regulatory capital ratios as of June 30, 2023March 31, 2024 and December 31, 2022:2023:
| | | | | | | | | | | |
| | June 30, | | December 31, | | | March 31, | | December 31, | ||
Capital Ratios |
| 2023 |
| 2022 |
|
| 2024 | | 2023 | ||
Alerus Financial Corporation Consolidated |
|
|
|
|
|
|
|
| |
|
|
Common equity tier 1 capital to risk weighted assets | | 13.30 | % | 13.39 | % | | 11.86 | % | | 11.82 | % |
Tier 1 capital to risk weighted assets | | 13.60 | % | 13.69 | % | | 12.13 | % | | 12.10 | % |
Total capital to risk weighted assets | | 16.49 | % | 16.48 | % | | 14.79 | % | | 14.76 | % |
Tier 1 capital to average assets | | 11.15 | % | 11.25 | % | | 9.89 | % | | 10.57 | % |
Tangible common equity to tangible assets (1) | | 7.72 | % | 7.74 | % | | 7.23 | % | | 7.94 | % |
| | |
| |
| | |
| | |
|
Alerus Financial, National Association | | |
| |
| | |
| | |
|
Common equity tier 1 capital to risk weighted assets | | 12.93 | % | 12.76 | % | | 11.71 | % | | 11.40 | % |
Tier 1 capital to risk weighted assets | | 12.93 | % | 12.76 | % | | 11.71 | % | | 11.40 | % |
Total capital to risk weighted assets | | 14.14 | % | 13.83 | % | | 12.87 | % | | 12.51 | % |
Tier 1 capital to average assets | | 10.59 | % | 10.48 | % | | 9.30 | % | | 9.92 | % |
The capital ratios for the Company and the Bank, as of June 30, 2023,March 31, 2024, as shown in the above table, were at levels above the regulatory minimums to be considered “well capitalized”.capitalized.” See “NOTE 18 Regulatory Matters” toof the consolidated financial statements for additional information.
Off-Balance Sheet Arrangements
We areThe Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of ourthe Company’s customers. These financial instruments consist primarily of commitments to extend credit and standby letters of credit. Commitments to extend credit are agreements to lend to customers, generally having fixed expiration dates or other termination clauses that may require payment of a fee. These commitments consist principally of unused commercial and consumer credit lines. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of an underlying contract with a third party. The credit risks associated with commitments to extend credit and standby letters of credit are essentially the same as that involved with extending loans to customers and are subject to normal credit policies. Collateral may be required based on management’s assessment of the customer’s creditworthiness. The fair value of these commitments is considered immaterial for disclosure purposes.
A summary of the contractual amounts of ourthe Company’s exposure to off-balance sheet agreements as of June 30, 2023March 31, 2024 and December 31, 2022,2023, was as follows:
| | | | | | | | | | | | |
| | June 30, | | December 31, | | March 31, | | December 31, | ||||
(dollars in thousands) |
| 2023 |
| 2022 |
| 2024 |
| 2023 | ||||
Commitments to extend credit | | $ | 786,451 | | $ | 806,431 | | $ | 916,200 | | $ | 942,413 |
Standby letters of credit | |
| 9,784 | |
| 13,089 | |
| 12,755 | |
| 10,045 |
Total | | $ | 796,235 | | $ | 819,520 | | $ | 928,955 | | $ | 952,458 |
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Liquidity
Liquidity management is the process by which we managethe Company manages the flow of funds necessary to meet ourthe Company’s financial commitments on a timely basis and at a reasonable cost and to take advantage of earnings enhancement opportunities. These financial commitments include withdrawals by depositors, credit commitments to borrowers, expenses of ourthe Company’s operations, and capital expenditures. Liquidity is monitored and closely managed by ourthe Company’s asset and liability committee, or the ALCO, a group of senior officers from the finance, enterprise risk management, deposit, investment, treasury, and lending areas. It is the ALCO’s responsibility to ensure we havethe Company has the necessary level of funds available for normal operations as well as maintain a contingency funding policy to ensure that potential liquidity stress events are planned for, quickly identified, and management has plans in place to respond. The ALCO has created policies which establish limits and require measurements to monitor liquidity trends, including modeling and management reporting that identifies the amounts and costs of all available funding sources.
As of June 30, 2023, weMarch 31, 2024, the Company had on balance sheet liquidity of $654.4$712.3 million, compared to $778.9$668.2 million as of December 31, 2022.2023. On balance sheet liquidity includes cash and cash equivalents, federal funds sold, unencumbered securities available-for-sale, and over collateralized securities pledging positions available-for-sale.
The Bank is a member of the FHLB, which provides short- and long-term funding to its members through advances collateralized by real estate related assets and other select collateral, most typically in the form of debt securities. Actual borrowing capacity is contingent on the amount of collateral available to be pledged to the FHLB. As of June 30, 2023, weMarch 31, 2024, the Company had $492.1 million inno federal funds purchased and no$200.0 million in short-term borrowings from the FHLB. As of June 30, 2023, weMarch 31, 2024, the Company had $1.5$1.6 billion of collateral pledged to the FHLB and based on this collateral, we werethe Company was eligible to borrow up to an additional $493.5$898.0 million from the FHLB. In addition, wethe Company can borrow up to $107.0 million through the unsecured lines of credit we havethe Company has established with four other correspondent banks.
In addition, because the Bank is “well capitalized,” wethe Company can accept wholesale deposits up to 20.0% of total assets based on current policy limits, or $766.6$867.6 million, as of June 30, 2023.March 31, 2024. Management believed that wethe Company had adequate resources to fund all of ourthe Company’s commitments as of June 30, 2023March 31, 2024 and December 31, 2022.2023.
OurThe Company’s primary sources of liquidity include liquid assets, as well as unencumbered securities that can be used to collateralize additional funding.
Though remote, the possibility of a funding crisis exists at all financial institutions. The economic impact of the recent rise in inflation and rising interest rates could place increased demand on ourthe Company’s liquidity if we experiencethe Company experiences significant credit deterioration and as we meetthe Company meets borrowers’ needs. Accordingly, management has addressed this issue by formulating a liquidity contingency plan, which has been reviewed and approved by both the Bank’s board of directors and the ALCO. The plan addresses the actions that wethe Company would take in response to both a short-term and long-term funding crisis.
A short-term funding crisis would most likely result from a shock to the financial system, either internal or external, which disrupts orderly short-term funding operations. Such a crisis would likely be temporary in nature and would not involve a change in credit ratings. A long-term funding crisis would most likely be the result of both external and internal factors and would most likely result in drastic credit deterioration. Management believes that both potential circumstances have been fully addressed through detailed action plans and the establishment of trigger points for monitoring such events.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates. Interest-rateInterest rate risk is the risk to earnings and equity value arising from changes in market interest rates and arises in the normal course of business to the extent that there is a divergence between the amount of interest-earning assets and the amount of interest-bearing liabilities that are prepaid/withdrawn, re-price, or mature in specified periods. We seekThe Company seeks to achieve consistent growth in net interest income and equity while managing volatility arising from shifts in market interest rates. The ALCO oversees market risk management, monitoring risk measures,
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limits, and policy guidelines for managing the amount of interest rate risk and its effect on net interest income and capital. The Bank’s board of directors approves policy limits with respect to interest rate risk.
Interest Rate Risk
Interest rate risk management is an active process that encompasses monitoring loan and deposit flows complemented by investment and funding activities. Effective interest rate risk management begins with understanding the dynamic characteristics of assets and liabilities and determining the appropriate interest rate risk position given business activities, management objectives, market expectations and ALCO policy limits and guidelines.
Interest rate risk can come in a variety of forms, including repricing risk, basis risk, yield curve risk and option risk. Repricing risk is the risk of adverse consequences from a change in interest rates that arises because of differences in the timing of when those interest rate changes impact ourthe Company’s assets and liabilities. Basis risk is the risk of adverse consequence resulting from unequal change in the spread between two or more rates for different instruments with the same maturity. Yield curve risk is the risk of adverse consequences resulting from unequal changes in the spread between two or more rates for different maturities for the same or different instruments. Option risk in financial instruments arises from embedded options such as options provided to borrowers to make unscheduled loan prepayments, options provided to debt issuers to exercise call options prior to maturity, and depositor options to make withdrawals and early redemptions.
Management regularly reviews ourthe Company’s exposure to changes in interest rates. Among the factors considered are changes in the mix of interest-earning assets and interest-bearing liabilities, interest rate spreads and repricing periods. The ALCO reviews, on at least a quarterly basis, the interest rate risk position.
The interest-rate risk position is measured and monitored at the Bank using net interest income simulation models and economic value of equity sensitivity analysis that capture both short-term and long-term interest-rate risk exposure.
Modeling the sensitivity of net interest income and the economic value of equity to changes in market interest rates is highly dependent on numerous assumptions incorporated into the modeling process. The models used for these measurements rely on estimates of the potential impact that changes in interest rates may have on the value and prepayment speeds on all components of ourthe Company’s loan portfolio, investment portfolio, as well as embedded options and cash flows of other assets and liabilities. The balance sheet composition and size are assumed to remain static in the simulation modeling process. The analysis provides a framework as to what ourthe Company’s overall sensitivity position is as of ourthe Company’s most recent reported position and the impact that potential changes in interest rates may have on net interest income and the economic value of ourthe Company’s equity.
Net interest income simulation involves forecasting net interest income under a variety of interest rate scenarios including instantaneous shocks.
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The estimated impact on ourthe Company’s net interest income as of June 30, 2023March 31, 2024 and December 31, 2022,2023, assuming immediate parallel moves in interest rates, is presented in the table below:
| | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2023 | | December 31, 2022 |
| | March 31, 2024 | | December 31, 2023 | ||||||||||||
|
| Following |
| Following |
| Following |
| Following |
|
| Following | | Following | | Following | | Following | ||||
| | 12 months | | 24 months | | 12 months | | 24 months |
| | 12 months | | 24 months | | 12 months | | 24 months | ||||
+400 basis points |
| −35.0 | % | −18.2 | % | −25.1 | % | −8.2 | % |
| 10.9 | % | | 8.0 | % | | 1.0 | % | | 2.4 | % |
+300 basis points |
| −26.3 | % | −13.8 | % | −18.9 | % | −6.4 | % |
| 8.0 | % | | 5.6 | % | | 0.5 | % | | 1.4 | % |
+200 basis points |
| −17.5 | % | −9.2 | % | −12.7 | % | −4.4 | % |
| 5.6 | % | | 4.3 | % | | 0.3 | % | | 0.9 | % |
+100 basis points |
| −8.5 | % | −4.1 | % | −6.2 | % | −1.8 | % |
| 3.0 | % | | 2.4 | % | | 0.4 | % | | 0.9 | % |
−100 basis points |
| 7.7 | % | 2.8 | % | 5.2 | % | 0.5 | % |
| −0.8 | % | | −2.9 | % | | −1.0 | % | | −1.7 | % |
−200 basis points |
| 13.3 | % | 3.3 | % | 7.9 | % | −1.7 | % |
| −1.7 | % | | −5.9 | % | | −2.3 | % | | −4.1 | % |
−300 basis points |
| −2.9 | % | | −9.6 | % | | −4.1 | % | | −7.2 | % | |||||||||
−400 basis points |
| −2.2 | % | | −10.2 | % | | −5.0 | % | | −7.6 | % |
Management strategies may impact future reporting periods, as actual results may differ from simulated results due to the timing, magnitude, and frequency of interest rate changes, the difference between actual experience, and the
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characteristics assumed, as well as changes in market conditions. Market-based prepayment speeds are factored into the analysis for loan and securities portfolios. Rate sensitivity for transactional deposit accounts is modeled based on both historical experience and external industry studies.
Management uses an economic value of equity sensitivity analysis to understand the impact of interest rate changes on long-term cash flows, income, and capital. Economic value of equity is based on discounting the cash flows for all balance sheet instruments under different interest rate scenarios. Deposit premiums are based on external industry studies and utilizing historical experience.
The table below presents the change in the economic value of equity as of June 30, 2023March 31, 2024 and December 31, 2022,2023, assuming immediate parallel shifts in interest rates:
| | | | | | | | | | | |
| | June 30, | | December 31, |
| | March 31, | | December 31, | ||
|
| 2023 |
| 2022 |
|
| 2024 | | 2023 | ||
+400 basis points |
| −27.7 | % | −19.5 | % |
| −8.5 | % | | −15.5 | % |
+300 basis points |
| −21.6 | % | −15.3 | % |
| −7.1 | % | | −12.6 | % |
+200 basis points |
| −14.6 | % | −10.4 | % |
| −3.5 | % | | −7.7 | % |
+100 basis points |
| −6.9 | % | −4.9 | % |
| −1.2 | % | | −3.1 | % |
−100 basis points |
| 5.7 | % | 4.0 | % |
| 0.3 | % | | 1.6 | % |
−200 basis points |
| 8.7 | % | 5.0 | % | | −0.4 | % | | 2.0 | % |
−300 basis points | | −3.0 | % | | −0.3 | % | |||||
−400 basis points |
| −7.2 | % | | −5.6 | % |
Operational Risk
Operational risk is the risk of loss due to human behavior, inadequate or failed internal systems and controls, and external influences such as market conditions, fraudulent activities, disasters, and security risks. Management continuously strives to strengthen its system of internal controls, enterprise risk management, operating processes and employee awareness to assess the impact on earnings and capital and to improve the oversight of ourthe Company’s operational risk.
Compliance Risk
Compliance risk represents the risk of regulatory sanctions, reputational impact or financial loss resulting from failure to comply with rules and regulations issued by the various banking agencies and standards of good banking practice. Activities which may expose usthe Company to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, community reinvestment initiatives, fair lending challenges resulting from the expansion of ourthe Company’s banking center network, employment and tax matters.
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Strategic and/or Reputation Risk
Strategic and/or reputation risk represents the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, failure to assess current and new opportunities in business, markets and products, and any other event not identified in the defined risk types mentioned previously. Mitigation of the various risk elements that represent strategic and/or reputation risk is achieved through initiatives to help management better understand and report on various risks, including those related to the development of new products and business initiatives.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management, including ourthe President and Chief Executive Officer, ourthe Chief Financial Officer, and ourthe Chief Accounting Officer have evaluated the effectiveness of ourthe Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, or the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, ourthe President and Chief Executive Officer, ourthe Chief Financial Officer and ourthe Chief Accounting Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective as of that date to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized
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and reported within the time periods specified in the rules and forms of the SEC and that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its President and Chief Executive Officer, its Chief Financial Officer and its Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1 – Legal Proceedings
There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business of the Company or its subsidiaries, to which wethe Company or any of ourits subsidiaries are a party or to which ourthe Company's property is the subject. The Company does not know of any proceeding contemplated by a governmental authority against the Company or any of its subsidiaries.
Item 1A – Risk Factors
There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2023.8, 2024.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None.
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Issuer Repurchases of Equity Securities
The following table presents information related to repurchases of shares of ourthe Company’s common stock for each calendar month in the secondfirst quarter of 2023:2024:
| | | | | | | | | | |||||||||
| | | | | | | | | | | | | | | | | | |
| | | | | | | Total Number of | | Maximum Number of | | | | | | | Total Number of | | Maximum Number of |
| | Total Number | | Average | | Shares Purchased as | | Shares that May | | Total Number | | Average | | Shares Purchased as | | Shares that May | ||
| | of Shares | | Price Paid | | Part of Publicly | | Yet be Purchased | | of Shares | | Price Paid | | Part of Publicly | | Yet be Purchased | ||
(dollars in thousands, except per share data) |
| Purchased (1) |
| per Share |
| Announced Plans |
| Under the Plan (2) |
| Purchased (1) |
| per Share |
| Announced Plans |
| Under the Plan (2) | ||
April 1-30, 2023 |
| — |
| $ | — |
| — |
| 770,000 | |||||||||
May 1-31, 2023 |
| 62,513 |
|
| 16.13 |
| 62,513 |
| 770,000 | |||||||||
June 1-30, 2023 |
| 107,533 |
|
| 18.09 |
| 107,533 |
| 770,000 | |||||||||
January 1-31, 2024 |
| 902 |
| $ | 20.62 |
| — |
| 1,000,000 | |||||||||
February 1-29, 2024 |
| 1,856 |
|
| 22.39 |
| — |
| 1,000,000 | |||||||||
March 1-31, 2024 |
| 33,658 |
|
| 22.06 |
| — |
| 1,000,000 | |||||||||
Total |
| 170,046 |
| $ | 17.37 |
| 170,046 |
| 770,000 |
| 36,416 |
| $ | 22.04 |
| — |
| 1,000,000 |
(1) |
(2) | On February 18, 2021, the Board of Directors of the Company approved a stock repurchase program, or the Existing Program, which |
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Use of Proceeds from Registered Securities
None.
Item 3 – Defaults Upon Senior Securities
None.
Item 4 – Mine Safety Disclosures
Not Applicable.
Item 5 – Other Information
During the fiscal quarter ended June 30, 2023,March 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule10b5-1(c) or any non-Rule 10b5-1 trading arrangement.
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Item 6 – Exhibits
Exhibit No. |
| Description |
| | |
3.1 | | |
| | |
3.2 | | |
| | |
10.1 | | |
| | |
31.1 | Chief Executive Officer’s Certifications required by Rule 13(a)-14(a) – filed herewith. | |
31.2 | Chief Financial Officer’s Certifications required by Rule 13(a)-14(a) – filed herewith. | |
32.1 | | |
32.2 | ||
| | |
101.INS | | iXBRL Instance Document |
| | |
101.SCH | | iXBRL Taxonomy Extension Schema |
| | |
101.CAL | | iXBRL Taxonomy Extension Calculation Linkbase |
| | |
101.DEF | | iXBRL Taxonomy Extension Definition Linkbase |
| | |
101.LAB | | iXBRL Taxonomy Extension Label Linkbase |
| | |
101.PRE | | iXBRL Taxonomy Extension Presentation Linkbase |
| | |
104 | | Cover Page Interactive Data File (formatted Inline XBRL and contained in Exhibits 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | |
| ALERUS FINANCIAL CORPORATION | |
| | |
Date: | By: | /s/ Katie A. Lorenson |
| | Name: Katie A. Lorenson |
| | Title: President and Chief Executive Officer (Principal Executive Officer) |
| | |
Date: | By: | /s/ Alan A. Villalon |
| | Name: Alan A. Villalon |
| | Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
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