B.T. HOLDINGS, INC. INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS
B.T. HOLDINGS, INC.
Consolidated Balance Sheets
(Dollars in thousands, except per share amounts)
| | | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 | |
Assets | (Unaudited) | | (Audited) | |
Cash and cash equivalents (1) | $ | 113,891 | | | $ | 260,619 | | |
Investment securities available for sale | 455,764 | | | 457,980 | | |
Loans, net of allowance for loan credit losses of $14,418 and $17,194 at June 30, 2022, and December 31, 2021, respectively | 1,230,893 | | | 1,233,669 | | |
Loans held for sale | 204 | | | 609 | | |
Premises and equipment, net | 28,441 | | | 17,704 | | |
Other real estate owned | 200 | | | 200 | | |
Restricted equity securities, at cost | 5,873 | | | 5,873 | | |
Accrued interest receivable | 8,923 | | | 8,320 | | |
Goodwill | 14,191 | | | 14,191 | | |
Other assets (1) | 13,891 | | | 2,890 | | |
Total assets | $ | 1,872,271 | | | $ | 2,002,055 | | |
Liabilities and Stockholders' Equity | | | | |
Noninterest-bearing deposits | $ | 384,875 | | | $ | 381,418 | | |
Interest-bearing deposits | 1,228,968 | | | 1,343,289 | | |
Total deposits | 1,613,843 | | | 1,724,707 | | |
Securities sold under repurchase agreements | 7,535 | | | 4,419 | | |
Junior subordinated debentures | 7,217 | | | 7,217 | | |
Notes payable | 37,650 | | | 45,576 | | |
Accrued interest payable | 793 | | | 787 | | |
Other liabilities | 16,776 | | | 3,371 | | |
Total liabilities | 1,683,814 | | | 1,786,077 | | |
| | | | |
Stockholders' equity: | | | | |
Common stock ($1.00 par value; 15,000,000 shares authorized; 12,037,909 and 12,036,777 shares issued at June 30, 2022, and December 31, 2021, respectively, 10,430,813 and 10,429,681 shares outstanding at June 30, 2022, and December 31, 2021, respectively) | 12,038 | | | 12,037 | | |
Additional paid‑in capital | 147,598 | | | 147,173 | | |
Retained earnings (1) | 92,760 | | | 88,047 | | |
Treasury stock, 1,607,096 shares at both June 30, 2022, and December 31, 2021, respectively, at cost | (35,852) | | | (35,852) | | |
KSOP commitment | (3,288) | | | (4,058) | | |
Accumulated other comprehensive income | (24,799) | | | 8,631 | | |
Total stockholders' equity | 188,457 | | | 215,978 | | |
Total liabilities and stockholders' equity | $ | 1,872,271 | | | $ | 2,002,055 | | |
________________________(1)Assumes BT Holdings expenses of $10.2 million, net of taxes, related to the acquisition were incurred.
B.T. HOLDINGS, INC.
Consolidated Statements of Income
(Unaudited)
(Dollars in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Interest and dividend income | | | | | | | |
Interest and fees on loans | $ | 15,166 | | | $ | 14,349 | | | $ | 30,209 | | | $ | 29,213 | |
Interest on investment securities | | | | | | | |
Investment securities-taxable | 615 | | | 232 | | | 1,180 | | | 360 | |
Investment securities-tax-exempt | 1,505 | | | 1,367 | | | 2,926 | | | 2,718 | |
Dividend income on restricted equity securities | 76 | | | 100 | | | 154 | | | 151 | |
Other | 301 | | | 64 | | | 373 | | | 111 | |
Total interest and dividend income | 17,663 | | | 16,112 | | | 34,842 | | | 32,553 | |
Interest expense | | | | | | | |
Interest on deposits | 1,508 | | | 1,964 | | | 2,955 | | | 4,294 | |
Interest on promissory notes | 459 | | | 494 | | | 901 | | | 984 | |
Interest on junior subordinated debentures | 47 | | | 33 | | | 83 | | | 67 | |
Interest on other borrowings | 13 | | | 130 | | | 61 | | | 260 | |
| | | | | | | |
Total interest expense | 2,027 | | | 2,621 | | | 4,000 | | | 5,605 | |
Net interest income | 15,636 | | | 13,491 | | | 30,842 | | | 26,948 | |
Provision for credit losses | — | | | 2,500 | | | 400 | | | 5,300 | |
Net interest income after provision for credit losses | 15,636 | | | 10,991 | | | 30,442 | | | 21,648 | |
Noninterest income | | | | | | | |
Service charges and fees on deposits | 653 | | | 614 | | | 1,276 | | | 1,161 | |
Other income | 109 | | | 87 | | | 242 | | | 224 | |
Total noninterest income | 762 | | | 701 | | | 1,518 | | | 1,385 | |
Noninterest expense | | | | | | | |
Salaries and employee benefits | 3,604 | | | 3,427 | | | 7,281 | | | 6,770 | |
Occupancy and equipment expenses | 957 | | | 973 | | | 1,913 | | | 1,948 | |
Other expenses | 2,074 | | | 1,801 | | | 4,451 | | | 3,516 | |
Total noninterest expense | 6,635 | | | 6,201 | | | 13,645 | | | 12,234 | |
Income before income tax expense | 9,763 | | | 5,491 | | | 18,315 | | | 10,799 | |
Income tax expense | 1,819 | | | 951 | | | 3,396 | | | 1,874 | |
Net income | $ | 7,944 | | | $ | 4,540 | | | $ | 14,919 | | | $ | 8,925 | |
Basic earnings per common share | $ | 0.76 | | | $ | 0.44 | | | $ | 1.43 | | | $ | 0.86 | |
Diluted earnings per common share | 0.72 | | | 0.42 | | | 1.36 | | | 0.82 | |
B.T. HOLDINGS, INC.
Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Net income | $ | 7,944 | | | $ | 4,540 | | | $ | 14,919 | | | $ | 8,925 | |
Other comprehensive (loss) income, net of tax: | | | | | | | |
Unrealized holding (losses) gains on available-for-sale securities arising during the period | (16,385) | | | 2,129 | | | (33,430) | | | (1,640) | |
| | | | | | | |
Other comprehensive (loss) income, net of tax | (16,385) | | | 2,129 | | | (33,430) | | | (1,640) | |
Comprehensive (loss) income | $ | (8,441) | | | $ | 6,669 | | | $ | (18,511) | | | $ | 7,285 | |
B.T. HOLDINGS, INC.
Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)
(Dollars in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Treasury Stock | | KSOP Commitment | | Accumulated Other Comprehensive Income (loss) | | Total Stockholders' Equity |
Balance at March 31, 2022 | | | $ | 12,037 | | | $ | 147,389 | | | $ | 95,022 | | | $ | (35,852) | | | $ | (3,439) | | | $ | (8,414) | | | $ | 206,743 | |
Net income | | | — | | | — | | | 7,944 | | | — | | | — | | | — | | | 7,944 | |
KSOP commitment | | | — | | | — | | | — | | | — | | | 151 | | | — | | | 151 | |
Exercise of stock options | | | 1 | | | (1) | | | — | | | — | | | — | | | — | | | — | |
Stock based compensation expenses | | | — | | | 210 | | | — | | | — | | | — | | | — | | | 210 | |
Other comprehensive (loss), net of tax | | | — | | | — | | | — | | | — | | | — | | | (16,385) | | | (16,385) | |
Balance at June 30, 2022 | | | $ | 12,038 | | | $ | 147,598 | | | $ | 102,966 | | | $ | (35,852) | | | $ | (3,288) | | | $ | (24,799) | | | $ | 198,663 | |
| | | | | | | | | | | | | | | |
Balance at March 31, 2021 | | | $ | 11,962 | | | $ | 145,785 | | | $ | 80,197 | | | $ | (35,852) | | | $ | (3,784) | | | $ | 8,750 | | | $ | 207,058 | |
Net income | | | — | | | — | | | 4,540 | | | — | | | — | | | — | | | 4,540 | |
KSOP commitment | | | — | | | — | | | — | | | — | | | (541) | | | — | | | (541) | |
Exercise of stock options | | | 8 | | | 84 | | | — | | | — | | | — | | | — | | | 92 | |
Stock based compensation expenses | | | — | | | 208 | | | — | | | — | | | — | | | — | | | 208 | |
Other comprehensive income, net of tax | | | — | | | — | | | — | | | — | | | — | | | 2,129 | | | 2,129 | |
Balance at June 30, 2021 | | | $ | 11,970 | | | $ | 146,077 | | | $ | 84,737 | | | $ | (35,852) | | | $ | (4,325) | | | $ | 10,879 | | | $ | 213,486 | |
| | | | | | | | | | | | | | | |
Balance at December 31, 2021 | | | $ | 12,037 | | | $ | 147,173 | | | $ | 88,047 | | | $ | (35,852) | | | $ | (4,058) | | | $ | 8,631 | | | $ | 215,978 | |
Net income | | | — | | | — | | | 14,919 | | | — | | | — | | | — | | | 14,919 | |
KSOP commitment | | | — | | | — | | | — | | | — | | | 770 | | | — | | | 770 | |
Exercise of stock options | | | 1 | | | 5 | | | — | | | — | | | — | | | — | | | 6 | |
Stock based compensation expenses | | | — | | | 420 | | | — | | | — | | | — | | | — | | | 420 | |
Other comprehensive (loss), net of tax | | | — | | | — | | | — | | | — | | | — | | | (33,430) | | | (33,430) | |
Balance at June 30, 2022 | | | $ | 12,038 | | | $ | 147,598 | | | $ | 102,966 | | | $ | (35,852) | | | $ | (3,288) | | | $ | (24,799) | | | $ | 198,663 | |
| | | | | | | | | | | | | | | |
Balance at December 31, 2020 | | | $ | 11,958 | | | $ | 145,530 | | | $ | 75,812 | | | $ | (34,604) | | | $ | (4,368) | | | $ | 12,519 | | | $ | 206,847 | |
Net income | | | — | | | — | | | 8,925 | | | — | | | — | | | — | | | 8,925 | |
KSOP commitment | | | — | | | — | | | — | | | — | | | 43 | | | — | | | 43 | |
Exercise of stock options | | | 12 | | | 133 | | | — | | | — | | | — | | | — | | | 145 | |
Purchase of 56,738 shares of treasury stock | | | — | | | — | | | — | | | (1,248) | | | — | | | — | | | (1,248) | |
Stock based compensation expenses | | | — | | | 414 | | | — | | | — | | | — | | | — | | | 414 | |
Other comprehensive (loss), net of tax | | | — | | | — | | | — | | | — | | | — | | | (1,640) | | | (1,640) | |
Balance at June 30, 2021 | | | $ | 11,970 | | | $ | 146,077 | | | $ | 84,737 | | | $ | (35,852) | | | $ | (4,325) | | | $ | 10,879 | | | $ | 213,486 | |
B.T. HOLDINGS, INC.
Consolidated Statements of Cash Flows
(Dollars in thousands)
| | | | | | | | | | | |
| Six Months Ended June 30, |
Cash flows from operating activities: | 2022 | | 2021 |
Net income | $ | 14,919 | | | $ | 8,925 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Depreciation and amortization | 685 | | | 736 | |
Net loss on disposals of premises and equipment | — | | | (31) | |
Provision for credit losses | 400 | | | 5,300 | |
Net amortization on securities | 2,957 | | | 1,968 | |
Stock-based compensation expense | 420 | | | 414 | |
Originations of mortgage loans held for sale | (99,503) | | | (99,400) | |
Proceeds from sale of loans | 99,809 | | | 98,287 | |
Net gains included in earnings, from loans held for sale | 99 | | | 416 | |
| | | |
(Increase)/decrease in other assets | (365) | | | (824) | |
Decrease/(increase) in federal income tax receivable | 643 | | | (979) | |
(Increase)/decrease in accrued interest receivable | (603) | | | (652) | |
Decrease/(increase) in accrued interest payable | 6 | | | (250) | |
Increase in other liabilities | 2,053 | | | 4,107 | |
Net cash provided by operating activities | 21,520 | | | 18,017 | |
Cash flows from investing activities: | | | |
Acquisition of premises and equipment | (68) | | | (69) | |
Proceeds from sales of premises and equipment | — | | | 36 | |
Purchases of investment securities available for sale | (2,049,003) | | | (3,967,627) | |
| | | |
Proceeds from sales, maturities, calls and pay downs of securities available for sale | 2,005,946 | | | 3,994,450 | |
Net decrease/(increase) in loans | 2,376 | | | (30,085) | |
Net cash used in investing activities | (40,749) | | | (3,295) | |
Cash flows from financing activities: | | | |
Net increase in non-interest bearing deposits | $ | 3,457 | | | $ | 7,398 | |
Net (decrease) in interest-bearing deposits | (114,321) | | | (33,433) | |
Net increase in securities sold under agreements to repurchase | 3,116 | | | (1,735) | |
Repayments of KSOP note payable | (383) | | | (196) | |
Change in KSOP commitment | 770 | | | 43 | |
| | | |
Repayments of other notes payable | (4,994) | | | — | |
| | | |
| | | |
| | | |
| | | |
Proceeds from exercise of stock options | 6 | | | 145 | |
| | | |
Retirement of subordinated promissory notes | (2,550) | | | (25) | |
Purchase of treasury stock | — | | | (1,248) | |
| | | |
Net cash used in financing activities | (114,899) | | | (29,051) | |
Net decrease in cash and cash equivalents | (134,128) | | | (14,329) | |
Cash and cash equivalents at beginning of period | 260,619 | | | 282,499 | |
Cash and cash equivalents at end of period (1) | $ | 126,491 | | | $ | 268,170 | |
| | | |
Interest paid | $ | 4,000 | | | $ | 5,605 | |
Income taxes paid | 2,752 | | | 2,853 | |
________________________(1)Cash and cash equivalents at June 30, 2022, is shown gross of BT Holdings expense of $12.6 million related to the acquisition. Cash and cash equivalents at June 30, 2022, net of BT Holdings acquisition expenses, was $113.9 million.