Annual Statements Open main menu

Bank First Corp - Quarter Report: 2020 June (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number: 001-38676

BANK FIRST CORPORATION

(Exact name of registrant as specified in its charter)

WISCONSIN

39-1435359

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

402 North 8th Street, Manitowoc, Wisconsin

54220

(Address of principal executive offices)

(Zip Code)

(920) 652-3100

(Registrant’s telephone number, including area code)

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, if any, 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 and post such files). Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 Exchange Act). Yes   No 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

  

Trading Symbol(s)

  

Name on each exchange on which registered

Common Stock, par value $0.01 per share

 

BFC

 

The Nasdaq Stock Market LLC

The number of shares of the issuer’s common stock, par value $0.01, outstanding as of August 7, 2020 was 7,732,004 shares.

Table of Contents

TABLE OF CONTENTS

Page Number

Part I. Financial Information

3

ITEM 1.

Financial Statements

3

Consolidated Balance Sheets – June 30, 2020 (unaudited) and December 31, 2019

3

Consolidated Statements of Income – Three and Six Months Ended June 30, 2020 and 2019 (unaudited)

4

Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2020 and 2019 (unaudited)

5

Consolidated Statements of Changes in Stockholders’ Equity – Three and Six Months Ended June 30, 2020 and 2019  (unaudited)

6

Consolidated Statements of Cash Flows – Six Months Ended June 30, 2020 and 2019 (unaudited)

7

Notes to Unaudited Consolidated Financial Statements

9

ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

30

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

59

ITEM 4.

Controls and Procedures

61

Part II. Other Information

62

ITEM 1.

Legal Proceedings

62

ITEM 1A.

Risk Factors

62

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

62

ITEM 3.

Defaults Upon Senior Securities

62

ITEM 4.

Mine Safety Disclosures

62

ITEM 5.

Other Information

62

ITEM 6.

Exhibits

63

Signatures

64

2

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS:

BANK FIRST CORPORATION

Consolidated Balance Sheets

(In thousands, except share and per share data)

    

June 30, 2020

    

December 31, 2019

(Unaudited)

(Audited)

Assets

 

  

 

  

Cash and due from banks

$

33,994

$

33,817

Interest-bearing deposits

 

310

 

19,242

Federal funds sold

 

142,927

 

33,393

Cash and cash equivalents

 

177,231

 

86,452

Securities held to maturity, at amortized cost ($9,600 and $44,803 fair value at June 30, 2020 and December 31, 2019, respectively)

 

9,579

 

43,734

Securities available for sale, at fair value

 

174,067

 

181,506

Loans held for sale

1,479

587

Loans, net

 

2,098,952

 

1,724,947

Premises and equipment, net

 

39,645

 

35,286

Goodwill

 

55,052

 

43,456

Other investments

 

7,838

 

4,933

Cash value of life insurance

 

30,996

 

24,945

Identifiable intangible assets, net

 

10,507

 

9,666

Other real estate owned ("OREO")

 

2,269

 

6,888

Investment in minority-owned subsidiaries

 

41,870

 

40,287

Other assets

 

8,426

 

7,481

TOTAL ASSETS

$

2,657,911

$

2,210,168

Liabilities and Stockholders' Equity

 

  

 

  

Liabilities:

 

  

 

  

Deposits:

 

  

 

  

Interest-bearing deposits

$

1,554,833

$

1,366,846

Noninterest-bearing deposits

 

708,312

 

476,465

Total deposits

 

2,263,145

 

1,843,311

Securities sold under repurchase agreements

 

57,442

 

45,865

Notes payable

25,172

49,790

Subordinated notes

 

18,549

 

18,622

Other liabilities

 

17,503

 

22,369

Total liabilities

 

2,381,811

 

1,979,957

Stockholders' equity:

 

  

 

  

Serial preferred stock - $0.01 par value

 

  

 

  

Authorized - 5,000,000 shares

 

 

Common stock - $0.01 par value

 

  

 

  

Authorized - 20,000,000 shares

 

  

 

  

Issued - 8,478,383 and 7,902,742 shares as of June 30, 2020 and December 31, 2019, respectively

 

 

  

Outstanding - 7,733,457 and 7,084,728 shares as of June 30, 2020 and December 31, 2019, respectively

 

85

 

79

Additional paid-in capital

 

92,277

 

63,085

Retained earnings

 

202,082

 

189,494

Treasury stock, at cost - 744,926 and 818,014 shares as of June 30, 2020 and December 31, 2019, respectively

 

(23,847)

 

(24,941)

Accumulated other comprehensive income

 

5,503

 

2,494

Total stockholders' equity

 

276,100

 

230,211

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

2,657,911

$

2,210,168

See accompanying notes to consolidated financial statements.

3

Table of Contents

ITEM 1. Financial Statements Continued:

BANK FIRST CORPORATION

Consolidated Statements of Income

(In thousands, except per share data) (Unaudited)

Three months ended June 30, 

Six months ended June 30, 

    

2020

    

2019

    

2020

    

2019

Interest income:

Loans, including fees

$

23,257

$

18,506

$

44,929

$

36,732

Securities:

 

 

 

 

Taxable

 

618

 

691

 

1,705

 

1,435

Tax-exempt

 

486

 

413

 

910

 

839

Other

 

21

 

548

 

134

 

875

Total interest income

 

24,382

 

20,158

 

47,678

 

39,881

Interest expense:

 

  

 

  

 

  

 

  

Deposits

 

3,212

 

4,442

 

7,322

 

8,667

Securities sold under repurchase agreements

 

3

 

167

 

106

 

297

Borrowed funds

 

371

 

175

 

811

 

343

Total interest expense

 

3,586

 

4,784

 

8,239

 

9,307

Net interest income

 

20,796

 

15,374

 

39,439

 

30,574

Provision for loan losses

 

3,150

 

500

 

4,125

 

1,125

Net interest income after provision for loan losses

 

17,646

 

14,874

 

35,314

 

29,449

Noninterest income:

 

 

 

 

Service charges

 

1,158

 

799

 

2,074

 

1,478

Income from Ansay and Associates, LLC ("Ansay")

 

710

 

543

 

1,601

 

1,418

Income from UFS, LLC ("UFS")

 

850

 

731

 

1,747

 

1,325

Loan servicing income

 

226

 

244

 

688

 

467

Net gain on sales of mortgage loans

 

1,332

 

154

 

1,792

 

241

Net gain on sales of securities

3,233

23

3,233

23

Net gain on sale of other investments

234

Noninterest income from strategic alliances

 

16

 

29

 

33

 

48

Other

 

239

 

213

 

493

 

1,042

Total noninterest income

 

7,764

 

2,736

 

11,661

 

6,276

Noninterest expense:

 

  

 

  

 

  

 

  

Salaries, commissions, and employee benefits

 

6,608

 

5,403

 

13,060

 

10,713

Occupancy

 

921

 

832

 

2,196

 

1,681

Data processing

 

1,334

 

960

 

2,533

 

1,873

Postage, stationery, and supplies

 

277

 

192

 

449

 

315

Net loss (gain) on sales and valuations of OREO

 

467

 

(135)

 

1,443

 

(99)

Advertising

 

69

 

53

 

124

 

127

Charitable contributions

 

127

 

141

 

250

 

272

Outside service fees

 

1,394

 

982

 

2,195

 

1,666

Amortization of intangibles

 

362

 

161

 

696

 

322

Penalty for early extinguishment of debt

1,323

1,323

Other

 

1,556

 

1,366

 

2,910

 

2,621

Total noninterest expense

 

14,438

 

9,955

 

27,179

 

19,491

Income before provision for income taxes

 

10,972

 

7,655

 

19,796

 

16,234

Provision for income taxes

 

2,676

 

1,666

 

4,234

 

3,658

Net Income

$

8,296

$

5,989

$

15,562

$

12,576

Earnings per share - basic

$

1.11

$

0.91

$

2.14

$

1.91

Earnings per share - diluted

$

1.11

$

0.90

$

2.13

$

1.89

Dividends per share

$

0.20

$

0.20

$

0.40

$

0.40

See accompanying notes to unaudited consolidated financial statements

4

Table of Contents

ITEM 1. Financial Statements Continued:

BANK FIRST CORPORATION

Consolidated Statements of Comprehensive Income

(In thousands) (Unaudited)

Three Months Ended

Six Months Ended

June 30, 

June 30, 

    

2020

    

2019

    

2020

    

2019

Net Income

$

8,296

$

5,989

$

15,562

$

12,576

Other comprehensive income:

 

 

 

 

Unrealized gains (losses) on available for sale securities:

 

  

 

  

 

  

 

  

Unrealized holding gains arising during period

 

6,047

 

1,961

 

7,636

 

4,318

Amortization of unrealized holding gains on securities transferred from available for sale to held to maturity

 

(92)

 

(11)

 

(102)

 

(22)

Reclassification adjustment for gains included in net income

 

(3,233)

 

(23)

 

(3,233)

 

(23)

Income tax expense

 

(734)

 

(405)

 

(1,292)

 

(897)

Total other comprehensive income

 

1,988

 

1,522

 

3,009

 

3,376

Comprehensive income

$

10,284

$

7,511

$

18,571

$

15,952

See accompanying notes to unaudited consolidated financial statements.

5

Table of Contents

ITEM 1. Financial Statements Continued:

BANK FIRST CORPORATION

Consolidated Statement of Stockholders’ Equity

(In thousands, except share and per share data) (Unaudited)

Accumulated

Serial

Additional

Other

Total

Preferred

Common

Paid-in

Retained

Treasury

Comprehensive

Stockholders'

    

Stock

    

Stock

    

Capital

    

Earnings

    

Stock

    

Income (loss)

    

Equity

(In Thousands, except share and per share amounts)

Balance at January 1, 2019

$

$

74

$

27,601

$

168,363

$

(21,349)

$

(366)

$

174,323

Net income

 

 

 

 

6,587

 

 

 

6,587

Other comprehensive income

 

 

 

 

 

 

1,853

 

1,853

Purchase of treasury stock

 

 

 

 

 

(2,489)

 

 

(2,489)

Issuance of treasury stock as deferred compensation payout

 

 

 

14

 

 

43

 

 

57

Cash dividends ($0.20 per share)

 

 

 

 

(1,306)

 

 

 

(1,306)

Amortization of stock-based compensation

 

 

 

152

 

 

 

 

152

Vesting of restricted stock awards

 

 

 

(462)

 

 

462

 

 

Balance at March 31, 2019

74

27,305

173,644

(23,333)

1,487

179,177

Net income

 

 

 

 

5,989

 

 

 

5,989

Other comprehensive income

 

 

 

 

 

 

1,522

 

1,522

Purchase of treasury stock

 

 

 

 

 

(161)

 

 

(161)

Issuance of treasury stock as deferred compensation payout

 

 

 

12

 

 

45

 

 

57

Cash dividends ($0.20 per share)

 

 

 

 

(1,319)

 

 

 

(1,319)

Amortization of stock-based compensation

 

 

 

182

 

 

 

 

182

Vesting of restricted stock awards

 

 

 

(63)

 

 

63

 

 

Balance at June 30, 2019

$

$

74

$

27,436

$

178,314

$

(23,386)

$

3,009

$

185,447

Balance at January 1, 2020

$

$

79

$

63,085

$

189,494

$

(24,941)

$

2,494

$

230,211

Net income

 

 

 

 

7,266

 

 

 

7,266

Other comprehensive income

 

 

 

 

 

 

1,021

 

1,021

Purchase of treasury stock

 

 

 

 

 

(2,968)

 

 

(2,968)

Issuance of treasury stock as deferred compensation payout

 

 

 

 

 

3,368

 

 

3,368

Cash dividends ($0.20 per share)

 

 

 

 

(1,431)

 

 

 

(1,431)

Amortization of stock-based compensation

 

 

 

215

 

 

 

 

215

Vesting of restricted stock awards

 

 

 

(628)

 

 

628

 

 

Balance at March 31, 2020

79

62,672

195,329

(23,913)

3,515

237,682

Net income

 

 

 

 

8,296

 

 

 

8,296

Other comprehensive income

 

 

 

 

 

 

1,988

 

1,988

Cash dividends ($0.20 per share)

 

 

 

 

(1,543)

 

 

 

(1,543)

Amortization of stock-based compensation

 

 

 

296

 

 

 

 

296

Vesting of restricted stock awards

 

 

 

(66)

 

 

66

 

 

Shares issued in the acquisition of Tomah Bancshares, Inc. (575,641 shares)

 

 

6

 

29,375

 

 

 

 

29,381

Balance at June 30, 2020

$

$

85

$

92,277

$

202,082

$

(23,847)

$

5,503

$

276,100

See accompanying notes to unaudited consolidated financial statements.

6

Table of Contents

ITEM 1. Financial Statements Continued:

BANK FIRST CORPORATION

Consolidated Statements of Cash Flows

(In thousands) (Unaudited)

Six Months Ended June 30, 

    

2020

    

2019

Cash flows from operating activities:

Net income

$

15,562

$

12,576

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

Provision for loan losses

 

4,125

 

1,125

Depreciation and amortization of premises and equipment

 

759

 

551

Amortization of intangibles

 

696

 

322

Net amortization of securities

 

308

 

186

Amortization of stock-based compensation

 

511

 

334

Accretion of purchase accounting valuations

 

(2,420)

 

(2,158)

Net change in deferred loan fees and costs

 

6,985

 

(136)

Change in fair value of mortgage servicing rights ("MSR") and other investments

 

1,200

 

(413)

Loss from sale and disposal of premises and equipment

 

 

23

Loss (gain) on sale of OREO and valuation allowance

 

1,443

 

(99)

Proceeds from sales of mortgage loans

 

106,806

 

21,621

Originations of mortgage loans held for sale

 

(106,619)

 

(21,589)

Gain on sales of mortgage loans

 

(1,792)

 

(241)

Realized gain on sale of securities

(3,233)

(23)

Realized gain on sale of other investments

 

 

(234)

Undistributed income of UFS joint venture

 

(1,747)

 

(1,325)

Undistributed income of Ansay joint venture

 

(1,601)

 

(1,418)

Net earnings on life insurance

 

(344)

 

(310)

Increase in other assets

 

(1,147)

 

(779)

Decrease in other liabilities

 

(504)

 

(5,803)

Net cash provided by operating activities

 

18,988

 

2,210

Cash flows from investing activities, net of effects of business combination:

 

  

 

  

Activity in securities available for sale and held to maturity:

 

  

 

  

Sales

 

59,697

 

748

Maturities, prepayments, and calls

56,560

6,408

Purchases

 

(23,708)

 

(3,015)

Net (increase) decrease in loans

 

(271,246)

 

9,402

Dividends received from UFS

 

1,047

 

1,067

Dividends received from Ansay

 

746

 

639

Proceeds from sale of OREO

 

3,424

 

1,070

Proceeds from sales of other investments

 

 

984

Net purchases of Federal Home Loan Bank ("FHLB") stock

(640)

(90)

Net purchases of Federal Reserve Bank ("FRB") stock

(1,702)

Proceeds from sale of premises and equipment

 

25

 

Purchases of premises and equipment

 

(3,617)

 

(2,464)

Net cash received in business combination

35,296

Net cash (used in) provided by investing activities

 

(144,118)

 

14,749

7

Table of Contents

ITEM 1. Financial Statements Continued:

BANK FIRST CORPORATION

Consolidated Statements of Cash Flows (Continued)

(In thousands) (Unaudited)

Six Months Ended June 30, 

2020

2019

Cash flows from financing activities, net of effects of business combination:

    

  

    

  

Net increase in deposits

$

248,841

$

17,902

Net increase (decrease) in securities sold under repurchase agreements

 

10,760

 

(11,455)

Proceeds from advances of notes payable

 

87,000

 

4,000

Repayment of notes payable

 

(124,750)

 

(4,000)

Dividends paid

 

(2,974)

 

(2,625)

Repurchase of common stock

 

(2,968)

 

(2,650)

Net cash provided by financing activities

 

215,909

 

1,172

Net increase in cash and cash equivalents

 

90,779

 

18,131

Cash and cash equivalents at beginning of period

 

86,452

 

107,743

Cash and cash equivalents at end of period

$

177,231

$

125,874

Supplemental disclosures of cash flow information:

 

  

 

  

Cash paid during the period for:

 

  

 

  

Interest

$

8,555

$

9,117

Income taxes

 

 

3,171

Supplemental schedule of noncash activities:

 

 

Loans transferred to OREO

 

261

 

920

MSR resulting from sale of loans

 

713

 

209

Amortization of unrealized holding gains on securities transferred from available for sale to held to maturity recognized in other comprehensive income, net of tax

 

(81)

 

(17)

Change in unrealized gains and losses on investment securities available for sale, net of tax

 

924

 

3,375

Payment of deferred compensation through issuance of treasury stock

 

3,368

 

114

Acquisition:

Fair value of assets acquired

$

209,918

$

Fair value of liabilities assumed

191,701

Net assets acquired

$

18,217

$

Common stock issued in acquisition

29,381

See accompanying notes to consolidated financial statements.

8

Table of Contents

BANK FIRST CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

NOTE 1 – BASIS OF PRESENTATION

Bank First Corporation (the “Company”) provides a variety of financial services to individual and corporate customers through its wholly-owned subsidiary, Bank First, N.A. (the “Bank”). The Bank operates as a full-service financial institution with a primary market area including, but not limited to, the counties in which the Bank’s branches are located. The Bank has twenty-four locations located in Manitowoc, Outagamie, Brown, Winnebago, Sheboygan, Waupaca, Ozaukee, Monroe, Jefferson and Barron counties in Wisconsin. The Company and Bank are subject to the regulations of certain federal agencies and undergo periodic examinations by those regulatory authorities.

These interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures required by GAAP have been omitted or abbreviated. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (“Annual Report”).

The unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results for interim periods are not necessarily indicative of results for a full year.

Critical Accounting Policies and Estimates

Preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Estimates are used in accounting for, among other items, the allowance for loan losses (“ALL”), valuation of loans in acquisition transactions, useful lives for depreciation and amortization, fair value of financial instruments, other-than-temporary impairment calculations, valuation of deferred tax assets, uncertain income tax positions and contingencies. Estimates that are particularly susceptible to significant change for the Company include the determination of the ALL, the determination and assessment of deferred tax assets and liabilities, and the valuation of loans acquired in acquisition transactions; therefore, these are critical accounting policies. Factors that may cause sensitivity to the aforementioned estimates include but are not limited to: external market factors such as market interest rates and employment rates, changes to operating policies and procedures, changes in applicable banking or tax regulations, and changes to deferred tax estimates. Actual results may ultimately differ from estimates, although management does not generally believe such differences would materially affect the consolidated financial statements in any individual reporting period presented.

There have been no material changes or developments with respect to the assumptions or methodologies that the Company uses when applying what management believes are critical accounting policies and developing critical accounting estimates as previously disclosed in the Company’s Annual Report.

Recent Accounting Developments Adopted

In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. The amendments in this ASU were issued to address concerns over the cost and complexity of the two-step goodwill impairment test and resulted in the removal of the second step of the test. The amendments require an entity to apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance did not amend the optional qualitative assessment of goodwill impairment. This ASU is intended to reduce the cost and complexity of the two-step goodwill impairment test and is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted for testing performed after January 1, 2017. The adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements.

9

Table of Contents

Recently Issued Not Yet Effective Accounting Standards

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” Certain aspects of this ASU were updated in November 2018 by the issuance of ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses”. The main objective of the ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in the ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. During 2019 FASB issued ASU 2019-10 which delayed the effective date of ASU 2016-13 for smaller, publicly traded companies, until interim and annual periods beginning after December 15, 2022. This delay applies to the Company as it was classified as a “Smaller reporting company” as defined in Rule 12b-2 of the Exchange Act as of the date ASU 2019-10 was enacted. Management is currently evaluating the potential impact of this update, although the general expectation in the banking industry is that the implementation of this standard will result in higher required balances in the ALL.

NOTE 2 – ACQUISITIONS

On July 12, 2019, the Company completed a merger with Partnership Community Bancshares, Inc. (“Partnership”), a bank holding company headquartered in Cedarburg, Wisconsin, pursuant to the Agreement and Plan of Bank Merger (“Merger Agreement”), dated as of January 22, 2019 and as amended on April 30, 2019, by and among the Company and Partnership, whereby Partnership merged with and into the Company, and Partnership Bank, Partnership’s wholly-owned banking subsidiary, merged with and into the Bank. Partnership’s principal activity was the ownership and operation of Partnership Bank, a state-chartered banking institution that operated four (4) branches in Wisconsin at the time of closing. The merger consideration totaled approximately $49.6 million.

Pursuant to the terms of the Merger Agreement, Partnership shareholders had the option to receive either 0.34879 shares of the Company’s common stock or $17.3001 in cash for each outstanding share of Partnership common stock, and cash in lieu of any remaining fractional share. The stock versus cash elections by the Partnership shareholders were subject to final consideration being made up of approximately $14.3 million in cash and 534,731 shares of Company common stock, valued at approximately $35.3 million (based on a value of $66.03 per share on the closing date).

For more information concerning this acquisition, see “Note 2 – Acquisition” in the Company’s audited consolidated financial statements included in the Company’s Annual Report.

On May 15, 2020, the Company completed a merger with Tomah Bancshares, Inc. (“Timberwood”), a bank holding company headquartered in Tomah, Wisconsin, pursuant to the Agreement and Plan of Bank Merger, dated as of November 20, 2019, by and among the Company and Timberwood, whereby Timberwood merged with and into the Company, and Timberwood Bank, Timberwood’s wholly-owned banking subsidiary, merged with and into the Bank. Timberwood’s principal activity was the ownership and operation of Timberwood Bank, a state-chartered banking institution that operated one (1) branch in Wisconsin at the time of closing. The merger consideration totaled approximately $29.8 million.

Pursuant to the terms of the Merger Agreement, Timberwood shareholders received 5.1445 shares of the Company’s common stock for each outstanding share of Timberwood common stock, and cash in lieu of any remaining fractional share. Company stock issued totaled 575,641 shares valued at approximately $29.4 million, with cash of $0.4 million comprising the remainder of merger consideration.

The Company accounted for the transaction under the acquisition method of accounting, and thus, the financial position and results of operations of Timberwood prior to the consummation date were not included in the accompanying consolidated financial statements. The accounting required assets purchased and liabilities assumed to be recorded at their respective fair values at the date of acquisition. The Company determined the fair value of core deposit intangibles, securities, premises and equipment, loans, other assets and liabilities, deposits and borrowings with the assistance of third party valuations, appraisals, and third party advisors. The estimated fair values will be subject to refinement for up to one year after deal consummation as additional information becomes available relative to the closing date fair values.

10

Table of Contents

The fair value of the assets acquired and liabilities assumed on May 15, 2020 was as follows:

    

As Recorded by

    

    

As Recorded by

Timberwood

Fair Value Adjustments

the Company

Cash, cash equivelants and securities

$

79,614

$

(656)

$

78,958

Other investments

 

533

 

  

 

533

Loans

 

117,343

 

1,068

 

118,411

Premises and equipment, net

 

2,538

 

(1,006)

 

1,532

Core deposit intangible

 

 

1,697

 

1,697

Other assets

 

11,392

 

(2,605)

 

8,787

Total assets acquired

$

211,420

$

(1,502)

$

209,918

Deposits

$

170,362

$

742

$

171,104

Subordinated debt

 

6,500

 

  

 

6,500

Other borrowings

 

12,938

 

210

 

13,148

Other liabilities

 

1,923

 

(974)

 

949

Total liabilities assumed

$

191,723

$

(22)

$

191,701

Excess of assets acquired over liabilties assumed

$

19,697

$

(1,480)

$

18,217

Less: purchase price

 

  

 

  

 

29,812

Goodwill

 

  

 

  

$

11,595

NOTE 3 – EARNINGS PER SHARE

The two-class method is used in the calculation of basic and diluted earnings per share. Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. There were no anti-dilutive stock options for the three and six months ended June 30, 2020 or 2019.

The following table presents the factors used in the earnings per share computations for the period indicated.

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2020

    

2019

    

2020

    

2019

Basic

Net income available to common shareholders

$

8,296

$

5,989

$

15,562

$

12,576

Less: Earnings allocated to participating securities

(65)

(52)

(120)

(99)

Net income allocated to common shareholders

$

8,231

$

5,937

$

15,442

$

12,477

 

 

 

 

Weighted average common shares outstanding including participating securities

7,454,201

6,577,016

7,268,861

6,575,696

Less: Participating securities (1)

(59,002)

(51,990)

(56,227)

(51,918)

Average shares

7,395,199

6,525,026

7,212,634

6,523,778

Basic earnings per common shares

$

1.11

$

0.91

$

2.14

$

1.91

Diluted

Net income available to common shareholders

$

8,296

$

5,989

$

15,562

$

12,576

Weighted average common shares outstanding for basic earnings per common share

7,395,199

6,525,026

7,212,634

6,523,778

Add: Dilutive effects of stock based compensation awards

10,796

119,665

58,558

88,406

Average shares and dilutive potential common shares

7,405,995

6,644,691

7,271,192

6,612,184

Diluted earnings per common share

$

1.11

$

0.90

$

2.13

$

1.89

11

Table of Contents

(1)Participating securities are restricted stock awards whereby the stock certificates have been issued, are included in outstanding shares, receive dividends and can be voted, but have not vested.

NOTE 4 – SECURITIES

The Company’s securities available for sale as of June 30, 2020 and December 31, 2019 is summarized as follows:

    

    

Gross

    

Gross

    

    

Amortized

Unrealized

Unrealized

Estimated

Cost

Gains

Losses

Fair Value

June 30, 2020

 

  

 

  

 

  

 

  

Obligations of U.S. Government sponsored agencies

$

14,045

$

556

$

(2)

$

14,599

Obligations of states and political subdivisions

71,446

3,799

(19)

75,226

Mortgage-backed securities

 

51,171

 

2,940

 

 

54,111

Corporate notes

 

27,291

 

221

 

 

27,512

Certificates of deposit

2,580

39

2,619

Total available for sale securities

$

166,533

$

7,555

$

(21)

$

174,067

December 31, 2019

 

  

 

  

 

  

 

  

Obligations of U.S. Government sponsored agencies

$

12,218

$

$

(158)

$

12,060

Obligations of states and political subdivisions

52,594

2,197

(20)

54,771

Mortgage-backed securities

 

50,770

 

988

 

(38)

 

51,720

Corporate notes

 

62,794

 

172

 

(11)

 

62,955

Total available for sale securities

$

178,376

$

3,357

$

(227)

$

181,506

The Company’s securities held to maturity as of June 30, 2020 and December 31, 2019 is summarized as follows:

    

    

Gross

    

Gross

    

Amortized

Unrealized

Unrealized

Estimated

Cost

Gains

Losses

Fair Value

June 30, 2020

 

  

 

  

 

  

 

  

Obligations of states and political subdivisions

$

9,579

$

21

$

$

9,600

December 31, 2019

 

  

 

  

 

  

 

  

U.S. Treasury securities

$

33,527

$

1,076

$

(22)

$

34,581

Obligations of states and political subdivisions

 

10,207

 

15

 

 

10,222

Total held to maturity securities

$

43,734

$

1,091

$

(22)

$

44,803

12

Table of Contents

The following table shows the fair value and gross unrealized losses of securities with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

Less Than 12 Months

Greater Than 12 Months

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

    

Value

    

Losses

    

Value

    

Losses

    

Value

    

Losses

June 30, 2020 - Available for Sale

Obligations of U.S. Government sponsored agencies

$

615

$

(2)

$

$

$

615

$

(2)

Obligations of states and political subdivisions

2,540

(19)

2,540

(19)

Totals

$

3,155

$

(21)

$

$

$

3,155

$

(21)

December 31, 2019 - Available for Sale

 

  

 

  

 

  

 

  

 

  

 

  

Obligations of U.S. Government sponsored agencies

$

12,059

$

(158)

$

$

$

12,059

$

(158)

Obligations of states and political subdivisions

5,636

(19)

999

(1)

6,635

(20)

Mortgage-backed securities

 

4,038

 

(26)

 

2,187

 

(12)

 

6,225

 

(38)

Corporate notes

 

3,925

 

(11)

 

 

 

3,925

 

(11)

Totals

$

25,658

$

(214)

$

3,186

$

(13)

$

28,844

$

(227)

December 31, 2019 - Held to Maturity

 

  

 

  

 

  

 

  

 

  

 

  

U.S. Treasury securities

$

2,958

$

(22)

$

$

$

2,958

$

(22)

As of June 30, 2020, the Company does not consider its securities with unrealized losses to be other-than-temporarily impaired, as the unrealized losses in each category have occurred as a result of changes in interest rates, market spreads and market conditions subsequent to purchase, not credit deterioration. The Company has the intent and ability to hold its securities to maturity or until par is recovered. There were no other-than-temporary impairments charged to earnings during the six months ended June 30, 2020 or 2019.

The following is a summary of amortized cost and estimated fair value of securities by contractual maturity as of June 30, 2020. Contractual maturities will differ from expected maturities for mortgage-backed securities because borrowers may have the right to call or prepay obligations without penalties.

Available for Sale

Held to Maturity

Amortized

Estimated

Amortized

Estimated

    

Cost

    

Fair Value

    

Cost

    

Fair Value

Due in one year or less

$

13,794

$

13,856

$

751

$

751

Due after one year through 5 years

 

12,529

 

13,063

 

3,524

 

3,545

Due after 5 years through ten years

 

11,149

 

11,691

 

2,395

 

2,395

Due after 10 years

 

77,890

 

81,346

 

2,909

 

2,909

Subtotal

 

115,362

 

119,956

 

9,579

 

9,600

Mortgage-backed securities

 

51,171

 

54,111

 

 

Total

$

166,533

$

174,067

$

9,579

$

9,600

The following is a summary of the proceeds from sales of securities available for sale and held to maturity, as well as gross gains and losses for the six months ended June 30, 2020 and 2019.

    

2020

    

2019

Proceeds from sales of securities

$

59,697

$

748

Gross gains on sales

 

3,284

 

23

Gross losses on sales

 

(51)

 

13

Table of Contents

NOTE 5 – LOANS, ALLOWANCE FOR LOAN LOSSES, AND CREDIT QUALITY

The following table presents total loans by portfolio segment and class of loan as of June 30, 2020 and December 31, 2019:

    

June 30, 

    

December 31, 

2020

2019

Commercial/industrial

$

574,052

$

302,538

Commercial real estate - owner occupied

 

525,908

 

459,782

Commercial real estate - non-owner occupied

 

410,931

 

353,723

Construction and development

 

126,653

 

132,296

Residential 1‑4 family

 

451,070

 

448,605

Consumer

 

28,532

 

29,462

Other

 

5,365

 

10,440

Subtotals

 

2,122,511

 

1,736,846

ALL

 

(16,071)

 

(11,396)

Loans, net of ALL

 

2,106,440

 

1,725,450

Deferred loan fees and costs

 

(7,488)

 

(503)

Loans, net

$

2,098,952

$

1,724,947

The ALL by loan type as of June 30, 2020 and 2019 is summarized as follows:

    

    

    

Commercial

    

    

    

    

    

    

Commercial

Real Estate -

Construction

Commercial /

Real Estate -

Non – Owner

and

Residential

Industrial

Owner Occupied

Occupied

Development

14 Family

Consumer

Other

Unallocated

Total

ALL - January 1, 2020

$

2,320

$

4,587

$

1,578

$

548

$

2,169

$

141

$

53

$

291

$

11,396

Charge-offs

 

(8)

 

(101)

 

 

 

(59)

 

 

(9)

 

 

(177)

Recoveries

 

1

 

640

 

40

 

 

37

 

 

9

 

 

727

Provision

 

235

 

905

 

2,180

 

224

 

558

 

19

 

4

 

(280)

 

4,125

ALL - June 30, 2020

 

2,548

 

6,031

 

3,798

 

772

 

2,705

 

160

 

57

 

11

 

16,071

ALL ending balance individually evaluated for impairment

 

702

 

525

 

1,469

 

 

 

 

 

 

2,696

ALL ending balance collectively evaluated for impairment

$

1,846

$

5,506

$

2,329

$

772

$

2,705

$

160

$

57

$

236

$

13,375

Loans outstanding - June 30, 2020

$

574,052

$

525,908

$

410,931

$

126,653

$

451,070

$

28,532

$

5,365

$

$

2,122,511

Loans ending balance individually evaluated for impairment

 

1,973

 

10,860

 

7,987

 

 

 

 

 

 

20,820

Loans ending balance collectively evaluated for impairment

$

572,079

$

515,048

$

402,944

$

126,653

$

451,070

$

28,532

$

5,365

$

$

2,101,691

14

Table of Contents

    

    

    

Commercial

    

    

    

    

    

    

Commercial

Real Estate -

Construction

Commercial /

Real Estate –

Non – Owner

and

Residential

Industrial

Owner Occupied

Occupied

Development

14 Family

Consumer

Other

Unallocated

Total

ALL - January 1, 2019

$

3,021

$

3,750

$

2,100

$

725

$

2,472

$

148

$

32

$

521

$

12,248

Charge-offs

 

(594)

 

(659)

 

(54)

 

 

(11)

 

(11)

 

(8)

 

 

(1,337)

Recoveries

 

1

 

2

 

1

 

 

122

 

4

 

4

 

 

134

Provision

 

(285)

 

2,380

 

(99)

 

(314)

 

(556)

 

(2)

 

1

 

(285)

 

1,125

ALL - June 30, 2019

 

2,143

 

5,473

 

1,948

 

411

 

2,027

 

139

 

29

 

236

 

12,170

ALL ending balance individually evaluated for impairment

 

 

2,285

 

 

 

 

 

 

 

2,285

ALL ending balance collectively evaluated for impairment

$

2,143

$

3,188

$

1,948

$

411

$

2,027

$

139

$

29

$

236

$

9,885

Loans outstanding -

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

June 30, 2019

$

271,838

$

415,451

$

255,072

$

73,522

$

370,261

$

28,138

$

5,493

$

$

1,419,775

Loans ending balance individually evaluated for impairment

 

 

9,992

 

 

 

176

 

 

 

 

10,168

Loans ending balance collectively evaluated for impairment

$

271,838

$

405,459

$

255,072

$

73,522

$

370,085

$

28,138

$

5,493

$

$

1,409,607

The Company’s past due loans as of June 30, 2020 is summarized as follows:

    

    

90 Days

    

    

3089 Days

or more

Past Due

Past Due

Accruing

and Accruing

Non-Accrual

Total

Commercial/industrial

$

$

$

1,989

$

1,989

Commercial real estate - owner occupied

 

73

 

 

12,253

 

12,326

Commercial real estate - non-owner occupied

 

 

 

7,522

 

7,522

Construction and development

 

319

 

 

 

319

Residential 1‑4 family

 

220

 

78

 

1,241

 

1,539

Consumer

 

21

 

2

 

32

 

55

Other

 

 

 

 

$

633

$

80

$

23,037

$

23,750

The Company’s past due loans as of December 31, 2019 is summarized as follows:

    

    

90 Days

    

    

3089 Days

or more

Past Due

Past Due

Accruing

and Accruing

Non-Accrual

Total

Commercial/industrial

$

235

$

$

1,923

$

2,158

Commercial real estate - owner occupied

 

1,124

 

 

2,513

 

3,637

Commercial real estate - non-owner occupied

 

 

 

75

 

75

Construction and development

 

768

 

11

 

 

779

Residential 1‑4 family

 

805

 

307

 

550

 

1,662

Consumer

 

70

 

36

 

32

 

138

Other

 

 

 

 

$

3,002

$

354

$

5,093

$

8,449

The Company utilizes a numerical risk rating system for commercial relationships. All other types of relationships (ex: residential, consumer, other) are assigned a “Pass” rating, unless they have fallen 90 days past due or more, at which time they receive a rating of 7. The Company uses split ratings for government guaranties on loans. The portion of a loan that is supported by a government guaranty is included with other Pass credits.

15

Table of Contents

The determination of a commercial loan risk rating begins with completion of a matrix, which assigns scores based on the strength of the borrower’s debt service coverage, collateral coverage, balance sheet leverage, industry outlook, and customer concentration. A weighted average is taken of these individual scores to arrive at the overall rating. This rating is subject to adjustment by the loan officer based on facts and circumstances pertaining to the borrower. Risk ratings are subject to independent review.

Commercial borrowers with ratings between 1 and 5 are considered Pass credits, with 1 being most acceptable and 5 being just above the minimum level of acceptance.

Commercial borrowers rated 6 have potential weaknesses which may jeopardize repayment ability.

Borrowers rated 7 have a well-defined weakness or weaknesses such as the inability to demonstrate significant cash flow for debt service based on analysis of the company’s financial information. These loans remain on accrual status provided full collection of principal and interest is reasonably expected. Otherwise they are deemed impaired and placed on nonaccrual status. Borrowers rated 8 are the same as 7 rated credits with one exception: collection or liquidation in full is not probable.

The breakdown of loans by risk rating as of June 30, 2020 is as follows:

    

Pass (15)

    

6

    

7

    

8

    

Total

Commercial/industrial

$

565,623

$

3,046

$

5,383

$

$

574,052

Commercial real estate - owner occupied

 

482,490

 

9,944

 

33,474

 

 

525,908

Commercial real estate - non-owner occupied

 

400,361

 

 

10,570

 

 

410,931

Construction and development

 

126,513

 

 

140

 

 

126,653

Residential 1‑4 family

 

449,056

 

 

2,014

 

 

451,070

Consumer

 

28,500

 

 

32

 

 

28,532

Other

 

4,804

 

561

 

 

 

5,365

$

2,057,347

$

13,551

$

51,613

$

$

2,122,511

The breakdown of loans by risk rating as of December 31, 2019 is as follows:

    

Pass (15)

    

6

    

7

    

8

    

Total

Commercial/industrial

$

290,180

$

5,329

$

7,029

$

$

302,538

Commercial real estate - owner occupied

 

422,336

 

5,603

 

31,843

 

 

459,782

Commercial real estate - non-owner occupied

 

344,278

 

8,774

 

671

 

 

353,723

Construction and development

 

132,266

 

 

30

 

 

132,296

Residential 1‑4 family

 

447,630

 

256

 

719

 

 

448,605

Consumer

 

29,430

 

 

32

 

 

29,462

Other

 

10,440

 

 

 

 

10,440

$

1,676,560

$

19,962

$

40,324

$

$

1,736,846

The ALL represents management’s estimate of probable and inherent credit losses in the loan portfolio. Estimating the amount of the ALL requires the exercise of significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogenous loans based on historical loss experience, and consideration of other qualitative factors such as current economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset on the consolidated balance sheets. Loan losses are charged off against the ALL, while recoveries of amounts previously charged off are credited to the ALL. A provision for loan losses is charged to operations based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors.

16

Table of Contents

The ALL consists of specific reserves for certain individually evaluated impaired loans and general reserves for collectively evaluated non-impaired loans. Specific reserves reflect estimated losses on impaired loans from management’s analyses developed through specific credit allocations. The specific reserves are based on regular analyses of impaired, non-homogenous loans greater than $250,000. These analyses involve a high degree of judgment in estimating the amount of loss associated with specific loans, including estimating the amount and timing of future cash flows and collateral values. The general reserve is based in part on the Bank’s historical loss experience which is updated quarterly. The general reserve portion of the ALL also includes consideration of certain qualitative factors such as 1) changes in lending policies and/or underwriting practices, 2) national and local economic conditions, 3) changes in portfolio volume and nature, 4) experience, ability and depth of lending management and other relevant staff, 5) levels of and trends in past-due and nonaccrual loans and quality, 6) changes in loan review and oversight, 7) impact and effects of concentrations and 8) other issues deemed relevant.

There are many factors affecting ALL; some are quantitative while others require qualitative judgment. The process for determining the ALL (which management believes adequately considers potential factors which might possibly result in credit losses) includes subjective elements and, therefore, may be susceptible to significant change. To the extent actual outcomes differ from management estimates, additional provisions for loan losses could be required that could adversely affect the Company’s earnings or financial position in future periods. Allocations of the ALL may be made for specific loans but the entire ALL is available for any loan that, in management’s judgment, should be charged off or for which an actual loss is realized. As an integral part of their examination process, various regulatory agencies review the ALL as well. Such agencies may require that changes in the ALL be recognized when such regulators’ credit evaluations differ from those of management based on information available to the regulators at the time of their examinations.

A summary of impaired loans individually evaluated as of June 30, 2020 is as follows:

    

    

Commercial

    

Commercial

    

    

    

    

    

    

Real Estate -

Real Estate -

Construction

Commercial/

Owner

Non – Owner

and

Residential

Industrial

Occupied

Occupied

Development

1-4 Family

Consumer

Other

Unallocated

Total

With an allowance recorded:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Recorded investment

$

1,973

$

5,681

$

7,987

$

$

$

$

$

$

15,641

Unpaid principal balance

 

1,973

 

5,681

 

7,987

 

 

 

 

 

 

15,641

Related allowance

 

702

 

525

 

1,469

 

 

 

 

 

 

2,696

With no related allowance recorded:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Recorded investment

$

$

5,179

$

$

$

$

$

$

$

5,179

Unpaid principal balance

 

 

5,179

 

 

 

 

 

 

 

5,179

Related allowance

 

 

 

 

 

 

 

 

 

Total:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Recorded investment

$

1,973

$

10,860

$

7,987

$

$

$

$

$

$

20,820

Unpaid principal balance

 

1,973

 

10,860

 

7,987

 

 

 

 

 

 

20,820

Related allowance

 

702

 

525

 

1,469

 

 

 

 

 

 

2,696

Average recorded investment

$

1,926

$

7,379

$

3,994

$

$

$

$

$

$

13,299

17

Table of Contents

A summary of impaired loans individually evaluated as of December 31, 2019 is as follows:

    

    

Commercial

    

Commercial

    

    

    

    

    

Real Estate -

Real Estate -

Construction

Commercial/

Owner

Non – Owner

and

Residential

Industrial

Occupied

Occupied

Development

14 Family

Consumer

Other

Total

With an allowance recorded:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Recorded investment

$

1,878

$

960

$

$

$

$

$

$

2,838

Unpaid principal balance

 

1,878

 

960

 

 

 

 

 

 

2,838

Related allowance

 

760

 

80

 

 

 

 

 

 

840

With no related allowance recorded:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Recorded investment

$

$

2,938

$

$

$

$

$

$

2,938

Unpaid principal balance

 

 

2,938

 

 

 

 

 

 

2,938

Related allowance

 

 

 

 

 

 

 

 

Total:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Recorded investment

$

1,878

$

3,898

$

$

$

$

$

$

5,776

Unpaid principal balance

 

1,878

 

3,898

 

 

 

 

 

 

5,776

Related allowance

 

760

 

80

 

 

 

 

 

 

840

Average recorded investment

$

3,773

$

5,847

$

$

$

351

$

$

$

9,971

Interest recognized while these loans were impaired is considered immaterial to the consolidated financial statements for the six months ended June 30, 2020 and 2019.

The following table presents loans acquired with deteriorated credit quality as of June 30, 2020 and December 31, 2019. No loans in this table had a related allowance at either date, and therefore, the below disclosures were not expanded to include loans with and without a related allowance.

June 30, 2020

December 31, 2019

    

    

Unpaid

    

    

Unpaid

Recorded

Principal

Recorded

Principal

Investment

Balance

Investment

Balance

Commercial & Industrial

$

1,265

$

1,393

$

191

$

212

Commercial real estate - owner occupied

 

5,414

 

7,190

 

518

 

785

Commercial real estate - non-owner occupied

 

1,244

 

1,409

 

 

Construction and development

 

94

 

104

 

213

 

237

Residential 1‑4 family

 

888

 

1,013

 

901

 

1,031

Consumer

 

 

 

 

Other

 

 

 

 

$

8,905

$

11,109

$

1,823

$

2,265

Due to the nature of these loan relationships, prepayment expectations have not been considered in the determination of future cash flows. Management regularly monitors these loan relationships, and if information becomes available that indicates expected cash flows will differ from initial expectations, it may necessitate reclassification between accretable and non-accretable components of the original discount calculation.

18

Table of Contents

The following table represents the change in the accretable and non-accretable components of discounts on loans acquired with deteriorated credit quality for the six months ended June 30, 2020, and year ended December 31, 2019:

June 30, 2020

December 31, 2019

Accretable

Non-accretable

Accretable

Non-accretable

    

discount

    

discount

    

discount

    

discount

Balance at beginning of period

$

222

$

220

$

318

$

745

Acquired balance, net

 

1,064

 

727

 

44

 

333

Reclassifications between accretable and non-accretable

 

11

 

(11)

 

858

 

(858)

Accretion to loan interest income

 

(29)

 

 

(998)

 

Balance at end of period

$

1,268

$

936

$

222

$

220

A troubled debt restructuring (“TDR”) includes a loan modification where a borrower is experiencing financial difficulty and we grant a concession to that borrower that we would not otherwise consider except for the borrower’s financial difficulties. These concessions may include modifications of the terms of the debt such as deferral of payments, extension of maturity, reduction of principal balance, reduction of the stated interest rate other than normal market rate adjustments, or a combination of these concessions. Debt may be bifurcated with separate terms for each tranche of the restructured debt. Restructuring a loan in lieu of aggressively enforcing the collection of the loan may benefit the Company by increasing the ultimate probability of collection.

A TDR may be either on accrual or nonaccrual status based upon the performance of the borrower and management’s assessment of collectability. If a TDR is placed on nonaccrual status, which would occur based on the same criteria as non-TDR loans, it remains there until a sufficient period of performance under the restructured terms has occurred at which it returned to accrual status, generally 6 months.

As of June 30, 2020 and December 31, 2019 the Company had specific reserves of $0 and $80,000 for TDRs, respectively, and none of them have subsequently defaulted.

During the first half of 2020 the Bank has experienced an increase in customer requests for loan modifications and payment deferrals as a result of impacts of the COVID-19 pandemic. The Coronavirus Aid, Relief, and Economic Security (CARES) act, signed into law on March 27, 2020, allowed financial institutions the option to exempt loan modifications related to the COVID-19 pandemic that would otherwise be categorized as a TDR from consideration for TDR treatment. Modifications in the scope of the exemption include forbearance agreements, interest-rate modifications, repayment plan changes and any other similar arrangements that would delay payments of principal or interest. This relief is allowable on modifications on loans which were not more than 30 days past due as of December 31, 2019, and that occur after March 1, 2020, and before the earlier of 60 days after the date on which the national emergency related to the COVID-19 outbreak is terminated

The following table presents the TDRs during the six months ended June 30, 2020. There were no TDRs during the same period in 2019.

    

    

Pre-Modification 

    

Post-Modification 

Outstanding 

Outstanding 

Number of

Recorded 

Recorded 

Contracts

Investment

Investment

Commerical Real Estate

1

$

115

$

115

19

Table of Contents

NOTE 6 – MORTGAGE SERVICING RIGHTS

Loans serviced for others are not included in the accompanying consolidated balance sheets. MSRs are recognized as separate assets when loans sold in the secondary market are sold with servicing retained. The Company utilizes a third-party consulting firm to determine an accurate assessment of the MSRs fair value. The third-party firm collects relevant data points from numerous sources. Some of these data points relate directly to the pricing level or relative value of the mortgage servicing while other data points relate to the assumptions used to derive fair value. In addition, the valuation evaluates specific collateral types, and current and historical performance of the collateral in question. The valuation process focuses on the non-distressed secondary servicing market, common industry practices and current regulatory standards. The primary determinants of the fair value of MSRs are servicing fee percentage, ancillary income, expected loan life or prepayment speeds, discount rates, costs to service, delinquency rates, foreclosure losses and recourse obligations. The valuation data also contains interest rate shock analyses for monitoring fair value changes in differing interest rate environments.

Following is an analysis of activity in the MSR asset:

    

Six Months Ended

    

Year Ended

June 30, 2020

December 31, 2019

Fair value at beginning of year

$

4,287

$

3,085

MSR asset acquired

384

1,859

Servicing asset additions

 

713

 

740

Loan payments and payoffs

 

(705)

 

(821)

Changes in valuation inputs and assumptions used in the valuation model

 

(553)

 

(576)

Amount recognized through earnings

 

(545)

 

(657)

Fair value at end of period

$

4,126

$

4,287

Unpaid principal balance of loans serviced for others

$

643,676

$

554,374

MSR as a percent of loans serviced for others

 

0.64

 

0.77

The primary economic assumptions utilized by the Company in measuring the value of MSRs were constant prepayment speeds of 17.5 and 12.1 months as of June 30, 2020 and December 31, 2019, respectively, and discount rates of 10.1% and 10% as of each period end.

20

Table of Contents

NOTE 7 – NOTES PAYABLE

From time to time the Company utilizes FHLB advances to fund liquidity. At June 30, 2020 and December, 31, 2019, the Company had outstanding balances borrowed from the FHLB of $25.0 million and $39.8 million, respectively. The advances, rate, and maturities of FHLB advances were as follows:

    

    

    

    

June 30,

    

    

December 31,

Maturity

Rate

2020

2019

(dollars in thousands)

Fixed rate, fixed term

 

01/27/2020

 

1.42

%  

$

$

1,000

Fixed rate, fixed term

 

11/02/2020

 

1.28

%  

 

400

 

400

Fixed rate, fixed term

 

11/02/2020

 

2.83

%  

 

500

 

Fixed rate, fixed term

 

12/08/2020

 

2.76

%  

 

500

 

Fixed rate, fixed term

 

12/28/2020

 

2.07

%  

 

250

 

Fixed rate, fixed term

 

01/22/2021

 

1.67

%  

 

2,000

 

2,000

Fixed rate, fixed term

 

01/25/2021

 

2.37

%  

 

5,000

 

5,000

Fixed rate, fixed term

 

01/27/2021

 

1.60

%  

 

1,000

 

1,000

Fixed rate, fixed term

 

03/29/2021

 

0.00

%  

 

2,377

 

Fixed rate, fixed term

05/03/2021

2.87

%  

500

Fixed rate, fixed term

05/03/2021

0.00

%  

4,000

Fixed rate, fixed term

05/03/2021

0.00

%  

4,000

Fixed rate, fixed term

06/28/2021

2.00

%  

250

Fixed rate, fixed term

11/03/2021

1.46

%  

400

400

Fixed rate, fixed term

12/08/2021

2.87

%  

500

Fixed rate, fixed term

12/27/2021

1.99

%  

250

Fixed rate, fixed term

01/24/2022

2.51

%  

250

Fixed rate, fixed term

05/02/2022

2.98

%  

500

Fixed rate, fixed term

06/08/2022

2.92

%  

500

Fixed rate, fixed term

08/08/2022

1.76

%  

10,000

Fixed rate, fixed term

11/21/2022

3.02

%  

600

Fixed rate, fixed term

08/08/2023

1.74

%  

10,000

Fixed rate, fixed term

11/21/2023

3.06

%  

600

Fixed rate, fixed term

08/08/2024

1.75

%  

10,000

Fixed rate, fixed term

01/04/2027

0.00

%  

103

Fixed rate, fixed term

04/22/2030

0.00

%  

508

24,988

39,800

Adjustment due to purchase accounting

184

(10)

$

25,172

$

39,790

Future maturities of borrowings were as follows:

    

June 30,

    

December 31,

2020

2019

1 year or less

$

20,777

$

1,400

1 to 2 years

 

2,400

 

8,400

2 to 3 years

 

600

 

10,000

3 to 4 years

 

600

 

10,000

4 to 5 years

 

 

10,000

Over 5 years

611

$

24,988

$

39,800

The Company maintained a $5.0 million line of credit with a commercial bank. At December 31, 2019 the Company had outstanding balances on this note of $5.0 million. There were no outstanding balances on this note at June 30, 2020. The note required monthly payments of interest at a variable rate, and was due in full on May 25, 2021. Subsequent to June 30, 2020, on July 22, 2020, this agreement was terminated.

21

Table of Contents

The Company maintained a $5.0 million line of credit with another commercial bank. At December 31, 2019 the Company had outstanding balances on this note of $5.0 million. This note was not renewed when it matured on May 19, 2020.

The Company maintains a $7.5 million line of credit with another commercial bank, which was entered into on May 15, 2020. There were no outstanding balances on this note at June 30, 2020. Any future borrowings will require monthly payments of interest at a variable rate, and will be due in full on May 15, 2021.

NOTE 8 – SUBORDINATED NOTES

During September 2017, the Company entered into subordinated note agreements with three separate commercial banks. The Company had outstanding balances of $11.5 million under these agreements as of June 30, 2020 and December 31, 2019. These notes were all issued with 10-year maturities, carry interest at a variable rate payable quarterly, are callable on or after the sixth anniversary of the issuance dates, and qualify for Tier 2 capital for regulatory purposes.

As a part of the Partnership acquisition, further detailed in Note 2, the Company assumed a subordinated note agreement with outstanding balance of $7.0 million, and an initial fair market value adjustment of $0.2 million ($49,000 and $122,000 as of June 30, 2020 and December 31, 2019, respectively). The total amount outstanding was $7.0 million and $7.1 million at June, 2020 and December 31, 2019, respectively. The note matures on October 1, 2025, requires quarterly interest-only payments at a rate of 7.1% prior to maturity, and can be prepaid without penalty after October 1, 2020, and quality for Tier 2 capital for regulatory purposes.

Subsequent to June 30, 2020, on July 22, 2020, the Company entered into subordinated note agreements with two separate commercial banks. The Company has through December 31, 2020, to borrow funds up to a maximum availability of $6.0 million under each agreement, or $12.0 million total. These notes were issued with 10-year maturities, will carry interest at a fixed rate of 5.0% through June 30, 2025, and at a variable rate thereafter, payable quarterly. These notes are callable on or after January 1, 2026 and qualify for Tier 2 capital for regulatory purposes.

NOTE 9 – REGULATORY MATTERS

Banks and certain bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action.

The Economic Growth, Regulatory Relief, and Consumer Protection Act, signed into law in May 2018 raised the threshold for those bank holding companies subject to the Federal Reserve’s Small Bank Holding Company Policy Statement to $3 billion. As a result, as of the effective date of that change in 2018, the Company was no longer required to comply with the risk-based capital rules applicable to the Bank. The Federal Reserve may, however, require smaller bank holding companies to maintain certain minimum capital levels, depending upon general economic conditions and a bank holding company’s particular condition, risk profile and growth plans.

Under regulatory guidance for non-advanced approaches institutions, the Bank is required to maintain minimum amounts and ratios of common equity Tier I capital to risk-weighted assets. Additionally, under Basel III rules, the decision was made to opt-out of including accumulated other comprehensive income in regulatory capital. As of June 30, 2020 and December 31, 2019, the Bank met all capital adequacy requirements to which they are subject.

Beginning in 2016, an additional conservation buffer was added to the minimum requirements for capital adequacy purposes, subject to a three year phase-in period. The capital conservation buffer was fully phased in January 1, 2019 at 2.50%.

22

Table of Contents

Actual and required capital amounts and ratios are presented below at period-end:

To Be Well

 

Minimum Capital

Capitalized Under

 

For Capital

Adeqaucy with

Prompt Corrective

 

Actual

Adequacy Purposes

Capital Buffer

Action Provisions

 

    

Amount

    

Ratio

    

Amount

    

Ratio

    

Amount

    

Ratio

    

Amount

    

Ratio

June 30, 2020

Total capital (to risk-weighted assets):

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Corporation

$

243,784

 

11.57

%  

NA

 

NA

 

NA

 

NA

 

NA

 

NA

Bank

$

240,638

 

11.42

%  

$

168,605

 

8.00

%  

$

221,294

 

10.50

%  

$

210,757

 

10.00

%

Tier 1 capital (to risk-weighted assets):

 

  

 

 

  

 

  

 

  

 

  

 

  

 

  

Corporation

$

209,164

 

9.92

%  

 

NA

 

NA

 

NA

 

NA

 

NA

 

NA

Bank

$

224,567

 

10.66

%  

$

126,454

 

6.00

%  

$

179,143

 

8.50

%  

$

168,605

 

8.00

%

Common Equity Tier 1 capital (to risk-weighted assets):

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Corporation

$

209,164

 

9.92

%  

 

NA

 

NA

 

NA

 

NA

 

NA

 

NA

Bank

$

224,567

 

10.66

%  

$

94,840

 

4.50

%  

$

147,530

 

7.00

%  

$

136,992

 

6.50

%

Tier 1 capital (to average assets):

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Corporation

$

209,164

 

8.50

%  

 

NA

 

NA

 

NA

 

NA

 

NA

 

NA

Bank

$

224,567

 

9.18

%  

$

97,879

 

4.00

%  

$

97,879

 

4.00

%  

$

122,349

 

5.00

%

December 31, 2019

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Total capital (to risk-weighted assets):

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Corporation

$

208,900

 

10.35

%  

 

NA

 

NA

 

NA

 

NA

 

NA

 

NA

Bank

$

215,347

 

10.69

%  

$

161,163

 

8.00

%  

$

211,527

 

10.50

%  

$

201,454

 

10.00

%

Tier 1 capital (to risk-weighted assets):

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Corporation

$

178,882

 

8.86

%  

 

NA

 

NA

 

NA

 

NA

 

NA

 

NA

Bank

$

203,951

 

10.12

%  

$

120,872

 

6.00

%  

$

171,236

 

8.50

%  

$

161,163

 

8.00

%

Common Equity Tier 1 capital (to risk-weighted assets):

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Corporation

$

178,882

 

8.86

%  

 

NA

 

NA

 

NA

 

NA

 

NA

 

NA

Bank

$

203,951

 

10.12

%  

$

90,654

 

4.50

%  

$

141,018

 

7.00

%  

$

130,945

 

6.50

%

Tier 1 capital (to average assets):

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Corporation

$

178,882

 

8.46

%  

 

NA

 

NA

 

NA

 

NA

 

NA

 

NA

Bank

$

203,951

 

9.67

%  

$

84,390

 

4.00

%  

84,390

 

4.00

%  

$

105,487

 

5.00

%

NOTE 10 – COMMITMENTS AND CONTINGENCIES

The Company enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (rate-lock commitments). Rate-lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. Accordingly, such commitments, along with any related fees received from potential borrowers, are recorded at fair value in derivative assets or liabilities, with changes in fair value recorded in the net gain or loss on sale of mortgage loans. Fair value is based on fees currently charged to enter into similar agreements and for fixed rate commitments also considers the difference between current levels of interest rates and committed rates. The notional amount of rate-lock commitments at June 30, 2020 and December 31, 2019 was approximately $62.0 million and $14.8 million, respectively.

The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.

23

Table of Contents

The Company’s exposure to credit loss is represented by the contractual or notional amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments. Since some of the commitments are expected to expire without being drawn upon and some of the commitments may not be drawn upon to the total extent of the commitment, the notional amount of these commitments does not necessarily represent future cash requirements.

The following commitments were outstanding:

Notional Amount

    

June 30, 2020

    

December 31, 2019

Commitments to extend credit:

Fixed

$

68,022

$

49,741

Variable

 

377,052

 

333,468

Credit card arrangements

 

9,719

 

11,148

Letters of credit

 

7,501

 

17,121

NOTE 11 – FAIR VALUE MEASUREMENTS

Accounting guidance establishes a fair value hierarchy to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value.

Level 1:        Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2:        Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3:        Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Information regarding the fair value of assets measured at fair value on a recurring basis is as follows:

Instruments

Markets

Other

Significant

Measured

for Identical

Observable

Unobservable

At Fair

Assets

Inputs

Inputs

    

Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

June 30, 2020

 

  

 

  

 

  

 

  

Assets

 

  

 

  

 

  

 

  

Securities available for sale

 

  

 

  

 

  

 

  

Obligations of U.S. Government sponsored agencies

$

14,599

$

$

14,599

$

Obligations of states and political subdivisions

75,226

75,226

Mortgage-backed securities

 

54,111

 

 

54,111

 

Corporate notes

 

27,512

 

 

27,512

 

Certificates of deposit

2,619

2,619

Mortgage servicing rights

 

4,126

 

 

4,126

 

December 31, 2019

 

  

 

  

 

  

 

  

Assets

 

  

 

  

 

  

 

  

Securities available for sale

 

  

 

  

 

  

 

  

Obligations of U.S. Government sponsored agencies

$

12,060

$

$

12,060

$

Obligations of states and political subdivisions

54,771

54,771

Mortgage-backed securities

 

51,720

 

 

51,720

 

Corporate notes

 

62,955

 

 

62,955

 

Mortgage servicing rights

 

4,287

 

 

4,287

 

24

Table of Contents

There were no assets measured on a recurring basis using significant unobservable inputs (Level 3).

    

June 30, 2020

    

December 31, 2019

Total securities at beginning of period

$

$

400

Included in earnings

 

 

Included in other comprehensive income

 

 

Purchases, issuance, and settlements

 

 

(400)

Transfer in and/or out of level 3

 

 

Total securities at end of period

$

$

Information regarding the fair value of assets measured at fair value on a non-recurring basis is as follows:

    

    

Quoted Prices

    

    

In Active

Significant

Assets

Markets

Other

Significant

Measured

for Identical

Observable

Unobservable

At Fair

Assets

Inputs

Inputs

Value

(Level 1)

(Level 2)

(Level 3)

June 30, 2020

 

  

 

  

 

  

 

  

OREO

$

2,269

$

$

$

2,269

Impaired Loans, net of impairment reserve

 

27,561

 

 

 

27,561

$

29,830

$

$

$

29,830

December 31, 2019

 

  

 

  

 

  

 

  

OREO

$

6,888

$

$

$

6,888

Impaired Loans, net of impairment reserve

 

6,847

 

 

 

6,847

$

13,735

$

$

$

13,735

The following is a description of the valuation methodologies used by the Company for the items noted in the table above, including the general classification of such instruments in the fair value hierarchy. For individually evaluated impaired loans, the amount of impairment is based upon the present value of expected future cash flows discounted at the loan’s effective interest rate, the estimated fair value of the underlying collateral for collateral-dependent loans, or the estimated liquidity of the note. For OREO, the fair value is based upon the estimated fair value of the underlying collateral adjusted for the expected costs to sell. The following table shows significant unobservable inputs used in the fair value measurement of Level 3 assets:

    

    

    

    

Weighted

 

Valuation

Unobservable

Range of

Average

 

Technique

Inputs

Discounts

Discount

 

As of June 30, 2020

Other real estate owned

 

Third party appraisals, sales contracts or brokered price options

 

Collateral discounts and estimated costs to sell

 

0% - 100%

34.3

%

Impaired loans

 

Third party appraisals and discounted cash flows

 

Collateral discounts and discount rates

 

0% - 100%

6.8

%

As of December 31, 2019

 

  

 

  

 

  

  

Other real estate owned

 

Third party appraisals, sales contracts or brokered price options

 

Collateral discounts and estimated costs to sell

 

0% - 61%

33.5

%

Impaired loans

 

Third party appraisals and discounted cash flows

 

Collateral discounts and discount rates

 

0% - 100%

6.1

%

The following methods and assumptions were used by the Company to estimate fair value of financial instruments.

Cash and cash equivalents — Fair value approximates the carrying amount.

25

Table of Contents

Securities — The fair value measurement is obtained from an independent pricing service and is based on recent sales of similar securities and other observable market data.

Loans held for sale — Fair value is based on commitments on hand from investors or prevailing market prices.

Loans — Fair value of variable rate loans that reprice frequently are based on carrying value. Fair value of other loans is estimated by discounting future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings. Fair value of impaired and other nonperforming loans are estimated using discounted expected future cash flows or the fair value of the underlying collateral, if applicable.

Other investments — The carrying amount reported in the consolidated balance sheets for other investments approximates the fair value of these assets.

Mortgage servicing rights — Fair values were determined using the present value of future cash flows.

Cash value of life insurance — The carrying amount approximates its fair value.

Deposits — Fair value of deposits with no stated maturity, such as demand deposits, savings, and money market accounts, by definition, is the amount payable on demand on the reporting date. Fair value of fixed-rate time deposits is estimated using discounted cash flows applying interest rates currently offered on similar time deposits.

Securities sold under repurchase agreements — The fair value of securities sold under repurchase agreements with variable rates or due on demand is the amount payable at the reporting date. The fair value of securities sold under repurchase agreements with fixed terms is estimated using discounted cash flows with discount rates at interest rates currently offered for securities sold under repurchase agreements of similar remaining values.

Notes payable and subordinated notes — Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate fair value of existing debt. Fair value of borrowings is estimated by discounting future cash flows using the current rates at which similar borrowings would be made. Fair value of borrowed funds due on demand is the amount payable at the reporting date.

Off-balance-sheet instruments — Fair value is based on quoted market prices of similar financial instruments where available. If a quoted market price is not available, fair value is based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreement and the company’s credit standing. Since this amount is immaterial, no amounts for fair value are presented.

The carrying value and estimated fair value of financial instruments at June 30, 2020 and December 31, 2019 follows:

Fair Value

    

Carrying

    

    

    

    

June 30, 2020

amount

Level 1

Level 2

Level 3

Total

Financial assets:

Cash and cash equivalents

$

177,321

$

177,321

$

$

$

177,321

Securities held to maturity

 

9,579

 

 

9,600

 

 

9,600

Securities available for sale

 

174,067

 

 

174,067

 

 

174,067

Loans held for sale

1,479

1,479

1,479

Loans, net

 

2,098,952

 

 

 

2,112,222

 

2,112,222

Other investments, at cost

 

7,838

 

 

 

7,838

 

7,838

Mortgage servicing rights

 

4,126

 

 

4,126

 

 

4,126

Cash surrender value of life insurance

 

30,996

 

30,996

 

 

 

30,996

Deposits

$

2,263,145

$

$

$

2,238,793

$

2,238,793

Securities sold under repurchase agreements

 

57,442

 

 

57,422

 

 

57,422

Notes payable

25,172

25,172

25,172

Subordinated notes

 

18,549

 

 

18,549

 

 

18,549

26

Table of Contents

Fair Value

    

Carrying

    

    

    

    

December 31, 2019

amount

Level 1

Level 2

Level 3

Total

Financial assets:

Cash and cash equivalents

$

86,452

$

86,452

$

$

$

86,452

Securities held to maturity

 

43,734

 

 

44,803

 

 

44,803

Securities available for sale

 

181,506

 

 

181,506

 

 

181,506

Loans held for sale

587

587

587

Loans, net

 

1,724,947

 

 

 

1,723,542

 

1,723,542

Other investments, at cost

 

4,933

 

 

 

4,933

 

4,933

Mortgage servicing rights

 

4,287

 

 

4,287

 

 

4,287

Cash surrender value of life insurance

 

24,945

 

24,945

 

 

 

24,945

Financial liabilities:

 

  

 

  

 

  

 

  

 

  

Deposits

$

1,843,311

$

$

$

1,783,638

$

1,783,638

Securities sold under repurchase agreements

 

45,865

 

 

45,865

 

 

45,865

Notes payable

49,790

49,790

49,790

Subordinated notes

 

18,622

 

 

18,622

 

 

18,622

The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, 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 estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Consequently, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters that could affect the estimates. Fair value estimates are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.

Deposits with no stated maturities are defined as having a fair value equivalent to the amount payable on demand. This prohibits adjusting fair value derived from retaining those deposits for an expected future period of time. This component, commonly referred to as a deposit base intangible, is neither considered in the above amounts nor is it recorded as an intangible asset on the consolidated balance sheet. Significant assets and liabilities that are not considered financial assets and liabilities include premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

NOTE 12 – STOCK BASED COMPENSATION

The Company has made restricted share grants pursuant to the Bank First Corporation 2011 Equity Plan. The purpose of the Plan is to provide financial incentives for selected employees and for the non-employee directors of the Company, thereby promoting the long-term growth and financial success of the Company. The Company stock to be offered under the Plan pursuant to stock appreciation rights, performance unit awards, and restricted stock and unrestricted Company stock awards must be Company stock previously issued and outstanding and reacquired by the Company. The number of shares of Company stock that may be issued pursuant to awards under the Plan shall not exceed, in the aggregate, 659,250. As of June 30, 2020 and December 31, 2019, 204,529 and 177,462 shares of Company stock have been awarded under the Plan, respectively. Compensation expense for restricted stock is based on the fair value of the awards of Bank First Corporation common stock at the time of grant. The value of restricted stock grants that are expected to vest is amortized into expense over the vesting periods. For the six months ended June 30, 2020 and 2019, compensation expense of $0.5 million and $0.3 million, respectively, was recognized related to restricted stock awards.

27

Table of Contents

As of June 30, 2020, there was $2.7 million of unrecognized compensation cost related to non-vested restricted stock awards granted under the Plan. That cost is expected to be recognized over a weighted average period of 3.14 years. The aggregate grant date fair value of restricted stock awards that vested during the six months ended June 30, 2020, was approximately $0.7 million.

For the six months ended June 30, 2020

For the six months ended June 30, 2019

Weighted-

Weighted-

Average Grant-

Average Grant-

    

Shares

    

Date Fair Value

    

Shares

    

Date Fair Value

Restricted Stock

Outstanding at beginning of year

 

50,676

$

43.03

 

51,776

$

34.27

Granted

 

27,067

 

65.34

 

17,015

 

56.62

Vested

 

(18,623)

 

37.28

 

(17,212)

 

30.54

Forfeited or cancelled

 

(99)

 

26.50

 

(176)

 

22.90

Outstanding at end of year

 

59,021

$

52.99

 

51,403

$

43.06

NOTE 13 – LEASES

Accounting standards require lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements, establishing a right-of-use (“ROU”) model that requires a lessee to recognize a ROU lease asset and liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.

Lessee Leases

The Company’s lessee leases are operating leases, and consist of leased real estate for branches. Options to extend and renew leases are generally exercised under normal circumstances. Advance notification is required prior to termination, and any noticing period is often limited to the months prior to renewal. Rent escalations are generally specified by a payment schedule, or are subject to a defined formula. The Company also elected the practical expedient to not separate lease and non-lease components for all leases, the majority of which consist of real estate common area maintenance expenses. Generally, leases do not include guaranteed residual values, but instead typically specify that the leased premises are to be returned in satisfactory condition with the Company liable for damages.

For operating leases, the lease liability and ROU asset (before adjustments) are recorded at the present value of future lease payments. Accounting standards require the use of the lease interest rate; however, this rate is typically not known. As an alternative, the use of an entity’s fully secured incremental borrowing rate is permitted. The Company is electing to utilize the Wall Street Journal Prime Rate on the date of lease commencement.

    

Six-month period ended

 

June 30, 2020

June 30, 2019

 

Amortization of ROU Assets - Operating Leases

$

20

$

26

Interest on Lease Liabilities - Operating Leases

 

46

39

Operating Lease Cost (Cost resulting from lease payments)

 

66

65

ROU Assets - Operating Leases at beginning of period

1,699

New ROU Assets - Operating Leases

 

1,744

ROU Assets - Operating Leases at June 30,

1,678

1,718

Weighted Average Lease Term (Years) - Operating Leases

 

31.52

31.63

Weighted Average Discount Rate - Operating Leases

 

5.50

%

5.50

%

28

Table of Contents

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liabilities as of June 30, 2020 is as follows:

    

June 30, 2020

Operating lease payments due:

 

  

Within one year

$

139

After one but within two years

 

132

After two but within three years

 

93

After three but within four years

 

85

After four years but within five years

 

85

After five years

 

3,368

Total undiscounted cash flows

 

3,902

Discount on cash flows

 

(2,224)

Total operating lease liabilities

$

1,678

29

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2019, included in our Annual Report and with our unaudited condensed accompanying notes set forth in this Quarterly Report on Form 10-Q for the quarterly period June 30, 2020.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this report are forward-looking statements within the meaning of and subject to the safe harbor protections of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements relating to the Company’s assets, business, cash flows, condition (financial or otherwise), credit quality, financial performance, liquidity, short and long-term performance goals, prospects, results of operations, strategic initiatives, potential future acquisitions, disposition and other growth opportunities. These statements, which are based upon certain assumptions and estimates and describe the Company’s future plans, results, strategies and expectations, can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” “projection” and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon current expectations, estimates and projections about the Company’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates and projections will be achieved. Accordingly, the Company cautions investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict and that are beyond the Company’s control. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date of this report, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statement in this report including, without limitation, the risks and other factors set forth in the Company’s Registration Statements under the captions “Cautionary Note Regarding Forward-Looking Statements” and “Risk factors.” Many of these factors are beyond the Company’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, investors should not place undue reliance on any such forward-looking statements. Any forward-looking statements speaks only as of the date of this report, and the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company.

We qualify all of our forward-looking statements by these cautionary statements.

OVERVIEW

Bank First Corporation is a Wisconsin corporation that was organized primarily to serve as the holding company for Bank First, N.A. Bank First, N.A., which was incorporated in 1894, is a nationally-chartered bank headquartered in Manitowoc, Wisconsin. It is a member of the Board of Governors of the Federal Reserve System (“Federal Reserve”), and is regulated by the Office of the Comptroller of the Currency (“OCC”). Including its headquarters in Manitowoc, Wisconsin, the Bank has 24 banking locations in Manitowoc, Outagamie, Brown, Winnebago, Sheboygan, Waupaca, Ozaukee, Monroe, Jefferson and Barron counties in Wisconsin. The Bank offers loan, deposit and treasury management products at each of its banking locations.

30

Table of Contents

As with most community banks, the Bank derives a significant portion of its income from interest received on loans and investments. The Bank’s primary source of funding is deposits, both interest-bearing and noninterest-bearing. In order to maximize the Bank’s net interest income, or the difference between the income on interest-earning assets and the expense of interest-bearing liabilities, the Bank must not only manage the volume of these balance sheet items, but also the yields earned on interest-earning assets and the rates paid on interest-bearing liabilities. To account for credit risk inherent in all loans, the Bank maintains an ALL to absorb possible losses on existing loans that may become uncollectible. The Bank establishes and maintains this allowance by charging a provision for loan losses against operating earnings. Beyond its net interest income, the Bank further receives income through the net gain on sale of loans held for sale as well as servicing income which is retained on those sold loans. In order to maintain its operations and bank locations, the Bank incurs various operating expenses which are further described within the “Results of Operations” later in this section.

The Bank is a 49.8% member of a data processing subsidiary, UFS, which provides core data processing, endpoint management cloud services, cyber security and digital banking solutions for over 50 Midwest banks. The Bank, through its 100% owned subsidiary TVG Holdings, Inc., also holds a 40% ownership interest in Ansay, an insurance agency providing clients throughout Wisconsin with insurance and risk management solutions (on October 1, 2019, TVG Holdings, Inc. purchased an additional 10% ownership interest in Ansay, increasing its ownership interest from 30% prior to that date). These unconsolidated subsidiary interests contribute noninterest income to the Bank through their underlying annual earnings.

On October 27, 2017, the Company consummated its merger with Waupaca pursuant to the Agreement and Plan of Bank Merger, dated as of May 11, 2017 and as amended on July 20, 2017, by and among the Company, BFNC Merger Sub, LLC, a wholly-owned subsidiary of the Company, and Waupaca, whereby Waupaca was merged with and into the Company, and First National Bank, Waupaca’s wholly owned banking subsidiary, was merged with and into the Bank. The system integration was completed, and six branches of First National Bank opened on October 30, 2017 as branches of the Bank, expanding the Bank’s presence into Barron and Waupaca counties.

On July 12, 2019, the Company consummated its merger with Partnership pursuant to the Agreement and Plan of Bank Merger, dated as of January 22, 2019 and as amended on April 30, 2019, by and among the Company and Partnership, whereby Partnership was merged with and into the Company, and Partnership Bank, Partnership’s wholly owned banking subsidiary, was merged with and into the Bank. The system integration was completed, and four branches of Partnership Bank opened on July 15, 2019 as branches of the bank, expanding the Bank’s presence into Ozaukee, Monroe and Jefferson counties.

On May 15, 2020, the Company consummated its merger with Timberwood pursuant to the Agreement and Plan of Bank Merger, dated as of November 20, 2019, by and among the Company and Timberwood, whereby Timberwood was merged with and into the Company, and Timberwood Bank, Timberwood’s wholly owned banking subsidiary, was merged with and into the Bank. The system integration was completed, and the sole branch of Timberwood Bank opened on May 18, 2020 as a branch of the bank, expanding the Bank’s presence in Monroe County.

During the first quarter of 2020, COVID-19 was declared a global pandemic by the World Health Organization and a National Public Health Emergency was declared in the United States. Shortly before the end of March 2020, in response to the COVID-19 pandemic, the government of Wisconsin and of most other states took preventative or protective actions, such as imposing restrictions on travel and business operations, advising or requiring individuals to limit or forego their time outside of their homes, and ordering temporary closures of businesses that have been deemed to be non-essential. These preventative and protective actions within Wisconsin were lifted during May 2020.

The impact of the COVID-19 pandemic on the economy continues to evolve. The COVID-19 pandemic and its associated impacts on trade, travel, unemployment, consumer spending, and other economic activities has resulted in less economic activity and could have an adverse effect on our business, financial condition and results of operations. The ultimate extent of the impact of the COVID-19 pandemic on our business, financial condition and results of operations is currently uncertain and will depend on various developments and other factors, including, among others, the duration and scope of the pandemic, as well as governmental, regulatory and private sector responses to the pandemic, and the associated impacts on the economy, financial markets and our customers.

Our business, financial condition and results of operations generally rely upon the ability of our borrowers to repay their loans, the value of collateral underlying our secured loans, and demand for loans and other products and services we offer, which are highly dependent on the business environment in our primary markets. We have actively reached out to our customers to provide guidance, direction and assistance in these uncertain times. We have also extended credit to our customers related to the Payroll Protection Program (“PPP”). As of August 5, 2020, we have secured funding of approximately 1,859 loans totaling approximately $279.5 million.

31

Table of Contents

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables present certain selected historical consolidated financial data as of the dates or for the period indicated:

At or for the Three Months Ended

At or for the Six Months Ended

(In thousands, except per share data)

    

6/30/2020

    

3/31/2020

    

12/31/2019

    

9/30/2019

    

6/30/2019

    

6/30/2020

    

6/30/2019

Results of Operations:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interest income

$

24,382

$

23,296

$

23,795

$

25,489

$

20,158

$

47,678

$

39,881

Interest expense

 

3,586

 

4,653

 

5,015

 

5,176

 

4,784

 

8,239

 

9,307

Net interest income

 

20,796

 

18,643

 

18,780

 

20,313

 

15,374

 

39,439

 

30,574

Provision for loan losses

 

3,150

 

975

 

1,125

 

3,000

 

500

 

4,125

 

1,125

Net interest income after provision for loan losses

 

17,646

 

17,668

 

17,655

 

17,313

 

14,874

 

35,314

 

29,449

Noninterest income

 

7,764

 

3,897

 

3,211

 

3,145

 

2,736

 

11,661

 

6,276

Noninterest expense

 

14,438

 

12,741

 

11,182

 

12,087

 

9,955

 

27,179

 

19,491

Income before income tax expense

 

10,972

 

8,824

 

9,684

 

8,371

 

7,655

 

19,796

 

16,234

Income tax expense

 

2,676

 

1,558

 

2,225

 

1,712

 

1,666

 

4,234

 

3,658

Net income

$

8,296

$

7,266

$

7,459

$

6,659

$

5,989

$

15,562

$

12,576

Earnings per common share - basic

$

1.11

$

1.03

$

1.05

$

0.95

$

0.91

$

2.14

$

1.91

Earnings per common share - diluted

 

1.11

 

1.02

 

1.04

 

0.93

 

0.90

 

2.14

 

1.89

Common Shares:

 

 

  

 

  

 

  

 

  

 

 

Basic weighted average

 

7,395,199

 

7,083,520

 

7,084,728

 

7,036,807

 

6,577,016

 

7,212,634

 

6,575,696

Diluted weighted average

 

7,405,995

 

7,128,246

 

7,182,854

 

7,134,674

 

6,675,794

 

7,271,192

 

6,642,222

Outstanding

 

7,733,457

 

7,155,955

 

7,084,728

 

7,084,728

 

6,576,171

 

7,733,457

 

6,576,171

Noninterest income / noninterest expense:

 

 

  

 

  

 

  

 

  

 

 

Service charges

$

1,158

$

916

$

1,110

$

918

$

799

$

2,074

$

1,478

Income from Ansay

 

710

 

891

 

55

 

319

 

543

 

1,601

 

1,418

Income from UFS

 

850

 

897

 

842

 

768

 

731

 

1,747

 

1,325

Loan servicing income

 

226

 

462

 

(291)

 

374

 

244

 

688

 

467

Net gain on sales of mortgage loans

 

1,332

 

460

 

627

 

533

 

154

 

1,792

 

241

Net gain on sales of securities

 

3,233

 

 

611

 

 

23

 

3,233

 

257

Noninterest income from strategic alliances

 

16

 

17

 

21

 

26

 

29

 

33

 

48

Other noninterest income

 

239

 

254

 

236

 

207

 

213

 

493

 

1,042

Total noninterest income

$

7,764

$

3,897

$

3,211

$

3,145

$

2,736

$

11,661

$

6,276

Personnel expense

$

6,608

$

6,452

$

5,918

$

6,272

$

5,403

$

13,060

$

10,713

Occupancy, equipment and office

 

921

 

1,275

 

1,103

 

1,076

 

832

 

2,196

 

1,681

Data processing

 

1,334

 

1,199

 

1,478

 

1,158

 

960

 

2,533

 

1,873

Postage, stationery and supplies

 

277

 

172

 

141

 

135

 

192

 

449

 

315

Net (gain) loss on sales and valuations of other real estate owned

 

467

 

976

 

36

 

(10)

 

(135)

 

1,443

 

(99)

Advertising

 

69

 

55

 

88

 

53

 

53

 

124

 

127

Charitable contributions

 

127

 

123

 

69

 

225

 

141

 

250

 

272

Outside service fees

 

1,394

 

801

 

204

 

1,171

 

982

 

2,195

 

1,666

Amortization of intangibles

 

362

 

334

 

373

 

374

 

161

 

696

 

322

Penalty for early extinguishment of debt

1,323

1,323

Other noninterest expense

 

1,556

 

1,354

 

1,772

 

1,633

 

1,366

 

2,910

 

2,621

Total noninterest expense

$

14,438

$

12,741

$

11,182

$

12,087

$

9,955

$

27,179

$

19,491

Period-end balances:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Loans

$

2,115,023

$

1,765,242

$

1,736,343

$

1,714,213

$

1,419,192

$

2,115,023

$

1,419,192

Allowance for loan losses

 

16,071

 

12,967

 

11,396

 

10,131

 

12,170

 

16,071

 

12,170

Investment securities available-for-sale, at fair value

 

174,067

 

172,070

 

181,506

 

136,935

 

120,083

 

174,067

 

120,083

Investment securities held-to-maturity, at cost

 

9,579

 

43,732

 

43,734

 

42,605

 

39,537

 

9,579

 

39,537

Goodwill and other intangibles, net

 

65,559

 

52,789

 

53,122

 

54,153

 

19,998

 

65,559

 

19,998

Total assets

 

2,657,911

 

2,200,320

 

2,210,168

 

2,163,501

 

1,806,467

 

2,657,911

 

1,806,467

Deposits

 

2,263,145

 

1,847,209

 

1,843,311

 

1,838,080

 

1,574,998

 

2,263,145

 

1,574,998

Stockholders' equity

 

276,100

 

237,682

 

230,211

 

225,332

 

185,448

 

276,100

 

185,448

Book value per common share

 

35.70

 

33.21

 

32.49

 

31.81

 

28.20

 

35.70

 

28.20

Tangible book value per common share (1)

 

27.76

 

26.44

 

25.60

 

24.86

 

25.63

 

27.76

 

25.63

Average balances:

 

 

  

 

  

 

  

 

  

 

  

 

  

Loans

$

2,034,738

$

1,744,576

$

1,718,705

$

1,682,932

$

1,420,710

$

1,889,657

$

1,427,458

Interest-earning assets

 

2,329,097

 

2,011,382

 

1,976,420

 

1,923,451

 

1,679,604

 

2,170,238

 

1,665,930

Total assets

 

2,520,882

 

2,196,662

 

2,160,080

 

2,095,357

 

1,801,530

 

2,358,772

 

1,787,515

Deposits

 

2,130,100

 

1,843,039

 

1,835,430

 

1,786,373

 

1,563,322

 

1,986,569

 

1,556,139

Interest-bearing liabilities

 

1,589,127

 

1,476,814

 

1,373,320

 

1,310,757

 

1,142,604

 

1,532,970

 

1,141,894

Goodwill and other intangibles, net

 

53,836

 

48,606

 

49,071

 

42,373

 

20,096

 

51,275

 

20,177

Stockholders' equity

 

256,529

 

233,470

 

228,404

 

227,205

 

181,498

 

244,999

 

178,295

Financial ratios (2):

 

 

  

 

  

 

  

 

  

 

  

 

  

Return on average assets

 

1.32

%  

 

1.32

%  

 

1.37

%  

 

1.27

%  

 

1.33

%  

 

1.32

%  

 

1.41

%  

Return on average common equity

 

12.94

%  

 

12.45

%  

 

12.96

%  

 

11.72

%  

 

13.20

%  

 

12.70

%  

 

14.11

%  

Average equity to average assets

 

10.18

%  

 

10.63

%  

 

10.57

%  

 

10.84

%  

 

10.07

%  

 

10.39

%  

 

9.97

%  

Stockholders' equity to assets

 

10.39

%  

 

10.80

%  

 

10.42

%  

 

10.42

%  

 

10.27

%  

 

10.39

%  

 

10.27

%  

Tangible equity to tangible assets (1)

 

8.27

%  

 

8.79

%  

 

8.39

%  

 

8.33

%  

 

9.42

%  

 

8.27

%  

 

9.42

%  

Loan yield

 

4.60

%  

 

5.00

%  

 

5.15

%  

 

5.63

%  

 

5.22

%  

 

4.78

%  

 

5.19

%  

Earning asset yield

 

4.29

%  

 

4.74

%  

 

4.86

%  

 

5.37

%  

 

4.90

%  

 

4.50

%  

 

4.92

%  

Cost of funds

 

0.91

%  

 

1.27

%  

 

1.45

%  

 

1.57

%  

 

1.68

%  

 

1.08

%  

 

1.64

%  

Net interest margin, taxable equivalent

 

3.67

%  

 

3.81

%  

 

3.85

%  

 

4.30

%  

 

3.76

%  

 

3.74

%  

 

3.79

%  

Net loan charge-offs to average loans

 

0.01

%  

 

(0.14)

%  

 

(0.01)

%  

 

1.20

%  

 

0.16

%  

 

(0.03)

%  

 

0.17

%  

Nonperforming loans to total loans

 

1.09

%  

 

0.42

%  

 

0.31

%  

 

0.30

%  

 

1.20

%  

 

1.09

%  

 

1.20

%  

Nonperforming assets to total assets

 

0.94

%  

 

0.51

%  

 

0.52

%  

 

0.52

%  

 

1.10

%  

 

0.94

%  

 

1.10

%  

Allowance for loan losses to loans

 

0.76

%  

 

0.73

%  

 

0.66

%  

 

0.59

%  

 

0.86

%  

 

0.76

%  

 

0.86

%  

32

Table of Contents

(1)These measures are not measures prepared in accordance with GAAP, and are therefore considered to be non-GAAP financial measures. See "GAAP reconciliation and management explanation of non-GAAP finanical measures" for a reconciliation of these measures to their most comparable GAAP measures.
(2)Income statement-related ratios for partial year periods are annualized.

GAAP RECONCILIATION AND MANAGEMENT EXPLANATION OF NON-GAAP FINANCIAL MEASURES

We identify certain financial measures discussed in the Report as being “non-GAAP financial measures.” The non-GAAP financial measures presented in this Report are tangible book value per common share and tangible equity to tangible assets.

In accordance with the SEC’s rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows.

The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in our selected historical consolidated financial data may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have presented in our selected historical consolidated financial data when comparing such non-GAAP financial measures. The following discussion and reconciliations provide a more detailed analysis of these non-GAAP financial measures.

Tangible book value per common share and tangible equity to tangible assets are non-GAAP measures that exclude the impact of goodwill and other intangibles used by the Company’s management to evaluate capital adequacy. Because intangible assets such as goodwill and other intangibles vary extensively from company to company, we believe that the presentation of this information allows investors to more easily compare the Company’s capital position to other companies. The most directly comparable financial measures calculated in accordance with GAAP are book value per common share, return on average common equity and stockholders’ equity to total assets.

At or for the Three Months Ended

At or for the Six Months Ended

 

(In thousands, except per share data)

    

6/30/2020

    

3/31/2020

    

12/31/2019

    

9/30/2019

    

6/30/2019

    

6/30/2020

    

6/30/2019

 

Tangible Assets

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Total assets

$

2,657,911

$

2,200,320

$

2,210,268

$

2,163,501

$

1,806,467

$

2,657,911

$

1,806,467

Adjustments:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Goodwill

 

(55,052)

 

(43,456)

 

(43,456)

 

(43,456)

 

(15,024)

 

(55,052)

 

(15,024)

Core deposit intangible, net of amortization

 

(6,381)

 

(5,046)

 

(5,379)

 

(5,752)

 

(1,890)

 

(6,381)

 

(1,890)

Tangible assets

$

2,596,478

$

2,151,818

$

2,161,433

$

2,114,293

$

1,789,553

$

2,596,478

$

1,789,553

Tangible Common Equity

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Total stockholders' equity

$

276,100

$

237,682

$

230,211

$

225,332

$

185,448

$

276,100

$

185,448

Adjustments:

 

  

 

  

 

  

 

  

 

  

 

 

  

Goodwill

 

(55,052)

 

(43,456)

 

(43,456)

 

(43,456)

 

(15,024)

 

(55,052)

 

(15,024)

Core deposit intangible, net of amortization

 

(6,381)

 

(5,046)

 

(5,379)

 

(5,752)

 

(1,890)

 

(6,381)

 

(1,890)

Tangible common equity

$

214,667

$

189,180

$

181,376

$

176,124

$

168,534

$

214,667

$

168,534

Book value per common share

$

35.70

$

33.21

$

32.49

$

31.81

$

28.20

$

35.70

$

28.20

Tangible book value per common share

 

27.76

 

26.44

 

25.60

 

24.86

 

25.63

 

27.76

 

25.63

Total stockholders' equity to total assets

 

10.39

%  

 

10.80

%  

 

10.42

%  

 

10.42

%  

 

10.27

%  

 

10.39

%  

 

10.27

%

Tangible common equity to tangible assets

 

8.27

%  

 

8.79

%  

 

8.39

%  

 

8.33

%  

 

9.42

%  

 

8.27

%  

 

9.42

%

RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended June 30, 2020 and June 30, 2019

General. Net income increased $2.3 million to $8.3 million for three months ended June 30, 2020, compared to $6.0 million for the same period in 2019. This increase was primarily due to the added scale of the four offices acquired in the Partnership acquisition during the third quarter of 2019 as well as the one office acquired in the Timberwood acquisition during the second quarter of 2020.

33

Table of Contents

Net Interest Income. The management of interest income and expense is fundamental to our financial performance. Net interest income, the difference between interest income and interest expense, is the largest component of the Company’s total revenue. Management closely monitors both total net interest income and the net interest margin (net interest income divided by average earning assets). We seek to maximize net interest income without exposing the Company to an excessive level of interest rate risk through our asset and liability policies. Interest rate risk is managed by monitoring the pricing, maturity and repricing options of all classes of interest-bearing assets and liabilities. Our net interest margin can also be adversely impacted by the reversal of interest on nonaccrual loans and the reinvestment of loan payoffs into lower yielding investment securities and other short-term investments.

Net interest and dividend income increased by $5.4 million to $20.8 million for the three months ended June 30, 2020 compared to $15.4 million for three months ended June 30, 2019. The increase in net interest income was primarily due to the added scale of five offices acquired in the aforementioned acquisitions. Interest income on loans increased by $4.9 million, or 27.2%, during the same period. Total average interest-earning assets was $2.33 billion for the three months ended June 30, 2020, up from $1.68 billion for the same period in 2019. Tax equivalent net interest margin decreased 0.09% to 3.67% for the three-months ended June 30, 2020, down from 3.76% for the same period in 2019. Net interest margin decreased by 0.05% due to a decrease in purchase accounting accretion quarter-over-quarter which added to a decrease of 0.04% in core net interest margin. Net interest margin and net interest income are influenced by internal and external factors. Internal factors include balance sheet changes on both volume and mix and pricing decisions, and external factors include changes in market interest rates, competition and the shape of the interest rate yield curve.

Interest Income. Total interest income increased $4.2 million, or 21.0%, to $24.4 million for the three months ended June 30, 2020 compared to $20.2 million for the same period in 2019. The increase in total interest income was primarily due the added scale of four offices acquired in the Partnership acquisition as well as the one office acquired in the Timberwood acquisition during the second quarter of 2020. The average balance of loans increased by $614.0 million during the three months ended June 30, 2020 compared to the same period in 2019.

Interest Expense. Interest expense decreased $1.2 million, or 25.0%, to $3.6 million for the three months ended June 30, 2020 compared to $4.8 million for the same period in 2019. The decrease in interest expense was primarily due to the lower overall interest rate environment due to the COVID-19 pandemic, which was counteracted to a certain extent by the added scale of five offices acquired in the aforementioned acquisitions.

Interest expense on interest-bearing deposits decreased by $1.2 million to $3.2 million for the three months ended June 30, 2020, from $4.4 million for the same period in 2019. The average cost of interest-bearing deposits was 0.88% for the three months ended June 30, 2020, compared to 1.62% for the same period in 2019.

Provision for Loan Losses. Credit risk is inherent in the business of making loans. We establish an ALL through charges to earnings, which are shown in the statements of operations as the provision for loan losses. Specifically identifiable and quantifiable known losses are promptly charged off against the allowance. The provision for loan losses is determined by conducting a quarterly evaluation of the adequacy of our ALL and charging the shortfall or excess, if any, to the current quarter’s expense. This has the effect of creating variability in the amount and frequency of charges to earnings. The provision for loan losses and level of allowance for each period are dependent upon many factors, including loan growth, net charge-offs, changes in the composition of the loan portfolio, delinquencies, management’s assessment of the quality of the loan portfolio, the valuation of problem loans and the general economic conditions in our market area. The determination of the amount is complex and involves a high degree of judgment and subjectivity.

We recorded a provision for loan losses of $3.2 million for the three months ended June 30, 2020 compared to $0.5 million for the same period in 2019. We recorded net charge-offs of $0.1 million for the three months ended June 30, 2020 compared to net charge-offs of $0.5 million for the same period in 2019. The ALL was $16.1 million, or 0.76% of total loans, at June 30, 2020 compared to $12.2 million, or 0.86% of total loans at June 30, 2019. The elevated provision during the second quarter of 2020 compared to the provision during the second quarter of 2019 was primarily the result of increased qualitative factors in the calculation of the ALL at June 30, 2020, in response to the heightened economic risks resulting from the COVID-19 pandemic. The reduced percentage of ALL to loans at June 30, 2020, compared to June 30, 2019, is the result of significant reductions during the third quarter of 2019 of problem loans acquired in the Waupaca transaction, as well as acquiring approximately $275.3 million and $118.4 million in loans carried at fair value with no related ALL in the Partnership and Timberwood transactions during the third quarter of 2019 and second quarter of 2020, respectively.

Noninterest Income. Noninterest income is an important component of our total revenues. A significant portion of our noninterest income is associated with service charges and income from the Bank’s subsidiaries, Ansay and UFS. Other sources of noninterest income include loan servicing fees, gains on sales of mortgage loans, and other income from strategic alliances.

34

Table of Contents

Noninterest income increased $5.0 million to $7.7 million for the three months ended June 30, 2020 compared to $2.7 million for the same period in 2019. Income from service charges increased by 44.9% due to an expanded base of customer relationships, many of which were the result of the Partnership and Timberwood acquisitions. Income from our investment in Ansay increased by 30.8% as a result of the Company’s increased ownership of that entity from 30.0% during the first half of 2019 to 40.0% during the first half of 2020. Income from our investment in UFS increased by 16.3% as they continue to see significant growth in customers in their managed information technology business. Loan servicing income decreased by 7.4% resulting from a negative valuation adjustment of $0.5 million of the Company’s mortgage servicing asset which counteracted the addition of significant serviced portfolios acquired as a part of the acquisitions of Partnership and Timberwood. Net gains on sales of mortgage loans saw a very significant increase quarter-over-quarter as the Company continues to experience very robust activity in secondary market loan originations. During the second quarter of 2020 the Company sold $36.6 million of U.S. Treasury notes. This sale resulted in a gain of $3.1 million, and was an event that did not occur during the second quarter of 2019, causing a positive comparison between those periods.

The major components of our noninterest income are listed below:

Three Months Ended June 30,

 

    

2020

    

2019

    

$Change

    

% Change

 

 

(In thousands)

Noninterest Income

 

  

 

  

 

  

 

  

Service Charges

$

1,158

$

799

$

359

 

45

%

Income from Ansay

 

710

 

543

 

167

 

31

%

Income from UFS

 

850

 

731

 

119

 

16

%

Loan Servicing income

 

226

 

244

 

(18)

 

(7)

%

Net gain on sales of mortgage loans

 

1,332

 

154

 

1,178

 

765

%

Net gain on sales of securities

 

3,233

 

23

 

3,210

 

NM

Noninterest income from strategic alliances

 

16

 

29

 

(13)

 

(45)

%

Other

 

239

 

213

 

26

 

12

%

Total noninterest income

$

7,764

$

2,736

$

5,028

 

184

%

Noninterest Expense. Noninterest expense increased $4.5 million to $14.4 million for the three months ended June 30, 2020 compared to $9.9 million for the same period in 2019. The increase in noninterest expense was primarily the result of the Partnership and Timberwood acquisitions. Personnel expense increased 22.3%, or $1.2 million, as a result of the added cost of staffing five acquired office locations in addition to customary annual pay increases. Occupancy expenses and postage, stationary and supplies expense increased 10.7% and 44.3%, respectively, the result of significant investments made in equipment to allow staff to work remotely and supplies to maintain safe work environments due to the COVID-19 pandemic. Data processing and outside service fees increased by 39.0% and 42.0%, respectively, as a result of one-time expenses incurred in relation to the Timberwood acquisition. Amortization of intangibles increased by 124.8% as a result of amortization related to the core deposit intangibles that were established as part of the Partnership and Timberwood acquisitions. Finally, the Company incurred a $1.3 million penalty for early extinguishment of borrowings from the FHLB during the second quarter of 2020, an event which did not occur during the second quarter of 2019.

Net gains and losses from sales and valuations of ORE are specific to the properties which are sold or held and will vary greatly period to period, as they did in the second quarter of 2020 compared to the second quarter of 2019.

35

Table of Contents

The major components of our noninterest expense are listed below:

Three Months Ended June 30,

 

    

2020

    

2019

    

$Change

    

% Change

 

 

(In thousands)

Noninterest Expense

 

  

 

  

 

  

 

  

Salaries, commissions, and employee benefits

$

6,608

$

5,403

$

1,205

 

22

%

Occupancy

 

921

 

832

 

89

 

11

%

Data Processing

 

1,334

 

960

 

374

 

39

%

Postage, stationary, and supplies

 

277

 

192

 

85

 

44

%

Net loss (gain) on sales and valuation of ORE

 

467

 

(135)

 

602

 

NM

Advertising

 

69

 

53

 

16

 

30

%

Charitable contributions

 

127

 

141

 

(14)

 

(10)

%

Outside service fees

 

1,394

 

982

 

412

 

42

%

Amortization of intangibles

 

362

 

161

 

201

 

125

%

Penalty for early extinguishment of debt

1,323

1,323

NM

Other

 

1,556

 

1,366

 

190

 

14

%

Total noninterest expenses

$

14,438

$

9,955

$

4,483

 

45

%

Income Tax Expense. We recorded a provision for income taxes of $2.7 million for the three months ended June 30, 2020 compared to a provision of $1.7 million for the same period during 2019, reflecting effective tax rates of 24.4% and 21.8%, respectively. The effective tax rates were reduced from the statutory federal and state income tax rates during both periods as a result of tax-exempt interest income produced by certain qualifying loans and investments in the Bank’s portfolios. The effective tax rate for the second quarter of 2020 was increased due to significant costs as part of the Timberwood acquisition which are not deductible for tax purposes.

Results of Operations for the Six Months Ended June 30, 2020 and June 30, 2019

General. Net income increased $3.0 million to $15.6 million for the six months ended June 30, 2020, compared to $12.6 million for the same period in 2019. This increase was primarily due to the added scale of the four offices acquired in the Partnership acquisition during the third quarter of 2019 as well as the one office acquired in the Timberwood acquisition during the second quarter of 2020.

Net Interest Income. Net interest and dividend income increased by $8.8 million to $39.4 million for the six months ended June 30, 2020, compared to $30.6 million for six months ended June 30, 2019. The increase in net interest income was primarily due to the added scale of five offices acquired in the aforementioned acquisitions. Interest income on loans increased by $8.2 million, or 22.0%, during the same period. Total average interest-earning assets increased to $2.17 billion for the six months ended June 30, 2020, compared to $1.67 billion for the same period in 2019. Tax equivalent net interest margin decreased 0.05% to 3.74% for the six months ended June 30, 2020, down from 3.79% for the same period in 2019. Net interest margin decreased by 0.04% due to a decrease in purchase accounting accretion period-over-period which added to an increase of 0.01% in core net interest margin. Net interest margin and net interest income are influenced by internal and external factors. Internal factors include balance sheet changes on both volume and mix and pricing decisions, and external factors include changes in market interest rates, competition and the shape of the interest rate yield curve.

Interest Income. Total interest income increased $7.8 million, or 19.6%, to $47.7 million for the six months ended June 30, 2020 compared to $39.9 million for the same period in 2019. The increase in total interest income was primarily due the added scale of four offices acquired in the Partnership acquisition as well as the one office acquired in the Timberwood acquisition during the second quarter of 2020. The average balance of loans increased by $462.2 million during the six months ended June 30, 2020 compared to the same period in 2019.

Interest Expense. Interest expense decreased $1.1 million, or 11.5%, to $8.2 million for the six months ended June 30, 2020 compared to $9.3 million for the same period in 2019. The decrease in interest expense was primarily due to the lower overall interest rate environment due to the COVID-19 pandemic, which was counteracted to a certain extent by the added scale of five offices acquired in the aforementioned acquisitions.

36

Table of Contents

Interest expense on interest-bearing deposits decreased by $1.4 million to $7.3 million for the six months ended June 30, 2020, from $8.7 million for the same period in 2019. The average cost of interest-bearing deposits was 1.04% for the six months ended June 30, 2020, compared to 1.58% for the same period in 2019.

Provision for Loan Losses. We recorded a provision for loan losses of $4.1 million for the six months ended June 30, 2020, compared to $1.1 million for the same period in 2019. We recorded net recoveries of $0.6 million for the six months ended June 30, 2020 compared to net charge-offs of 1.2 million for the same period in 2019. The ALL was $16.1 million, or 0.76% of total loans, at June 30, 2020 compared to $12.2 million, or 0.86% of total loans at June 30, 2019. The elevated provision during the first half of 2020 compared to the provision during the first half of 2019 was primarily the result of increased qualitative factors in the calculation of the ALL at June 30, 2020, in response to the heightened economic risks resulting from the COVID-19 pandemic. The reduced percentage of ALL to loans at June 30, 2020, compared to June 30, 2019, is the result of significant reductions during the third quarter of 2019 of problem loans acquired in the Waupaca transaction, as well as acquiring approximately $275.3 million and $118.4 million in loans carried at fair value with no related ALL in the Partnership and Timberwood transactions during the third quarter of 2019 and second quarter of 2020, respectively.

Noninterest Income. Noninterest income increased $5.4 million to $11.7 million for the six months ended June 30, 2020 compared to $6.3 million for the same period in 2019.

Income from service charges increased by 40.3% due to an expanded base of customer relationships, many of which were the result of the Partnership and Timberwood acquisitions. Income from our investment in Ansay increased by 12.9% as a result of the Company’s increased ownership of that entity from 30.0% during the first half of 2019 to 40.0% during the first half of 2020. Income from our investment in UFS increased by 31.8% as they continue to see significant growth in customers in their managed information technology business. Loan servicing income increased by 47.3% resulting from a negative valuation adjustment of $0.5 million of the Company’s mortgage servicing asset which was more than counteracted by the addition of significant serviced portfolios acquired as a part of the acquisitions of Partnership and Timberwood. Net gains on sales of mortgage loans saw a very significant increase period-over-period as the Company continues to experience very robust activity in secondary market loan originations. During the first half of 2020 the Company sold $36.6 million of U.S. Treasury notes. This sale resulted in a gain of $3.1 million, and was an event that did not occur during the first half of 2019, causing a positive comparison between those periods. Finally, during the first half of 2019 the Company revalued an investment in common stock of another financial institution, which had historically been held at cost, to fair value based on recent observable prices in orderly stock transactions, resulting in other noninterest income of $0.6 million. While this common stock continued to be held and valued in a similar fashion during the first half of 2020, the appreciation in value was less than $0.1 million, creating a negative variance between those periods in other noninterest income.

The major components of our noninterest income are listed below:

Six Months Ended June 30,

 

    

2020

    

2019

    

$ Change

    

% Change

 

(In thousands)

 

Noninterest Income

 

  

 

  

 

  

 

  

Service Charges

$

2,074

$

1,478

$

596

 

40

%

Income from Ansay

 

1,601

 

1,418

 

183

 

13

%

Income from UFS

 

1,747

 

1,325

 

422

 

32

%

Loan Servicing income

 

688

 

467

 

221

 

47

%

Net gain on sales of mortgage loans

 

1,792

 

241

 

1,551

 

644

%

Net gain on sales of securities

 

3,233

 

257

 

2,976

 

NM

Noninterest income from strategic alliances

 

33

 

48

 

(15)

 

(31)

%

Other

 

493

 

1,042

 

(549)

 

(53)

%

Total noninterest income

$

11,661

$

6,276

$

5,385

 

86

%

37

Table of Contents

Noninterest Expense. Noninterest expense increased $7.7 million to $27.2 million for the six months ended June 30, 2020 compared to $19.5 million for the same period in 2019. The increase in noninterest expense was primarily the result of the Partnership and Timberwood acquisitions. Personnel expense increased 21.9%, or $2.3 million, as a result of the added cost of staffing five acquired office locations in addition to customary annual pay increases. Occupancy expenses and postage, stationary and supplies expense increased 30.6% and 42.5%, respectively, the result of significant investments made in equipment to allow staff to work remotely and supplies to maintain safe work environments due to the COVID-19 pandemic. Data processing and outside service fees increased by 35.2% and 31.8%, respectively, as a result of one-time expenses incurred in relation to the Timberwood acquisition. Amortization of intangibles increased by 116.1% as a result of amortization related to the core deposit intangibles that were established as part of the Partnership and Timberwood acquisitions. Finally, the Company incurred a $1.3 million penalty for early extinguishment of borrowings from the FHLB during the first half of 2020, an event which did not occur during the first half of 2019.

Net gains and losses from sales of ORE and securities are specific to the properties and securities which are sold and will vary greatly period to period, as they did in the first six months of 2020 compared to the first six months of 2019.

The major components of our noninterest expense are listed below:

Six Months Ended June 30,

 

    

2020

    

2019

    

$ Change

    

% Change

 

(In thousands)

 

Noninterest Expense

 

  

 

  

 

  

 

  

Salaries, commissions, and employee benefits

$

13,060

$

10,713

$

2,347

 

22

%

Occupancy

 

2,196

 

1,681

 

515

 

31

%

Data Processing

 

2,533

 

1,873

 

660

 

35

%

Postage, stationary, and supplies

 

449

 

315

 

134

 

43

%

Net loss (gain) on sales and valuation of ORE

 

1,443

 

(99)

 

1,542

 

NM

Advertising

 

124

 

127

 

(3)

 

(2)

%

Charitable Contributions

 

250

 

272

 

(22)

 

(8)

%

Outside service fees

 

2,195

 

1,666

 

529

 

32

%

Amortization of intangibles

 

696

 

322

 

374

 

116

%

Penalty for early extinguishment of debt

 

1,323

 

 

1,323

 

NM

Other

 

2,910

 

2,621

 

289

 

11

%

Total noninterest expenses

$

27,179

$

19,491

$

7,688

 

39

%

Income Tax Expense. We recorded a provision for income taxes of $4.2 million for the six months ended June 30, 2020 compared to a provision of $3.7 million for the same period during 2019, reflecting effective tax rates of 21.4% and 22.5%, respectively. The effective tax rates were reduced from the statutory federal and state income tax rates largely as a result of tax-exempt interest income produced by certain qualifying loans and investments in the Bank’s portfolios. The effective tax rate for the first half of 2020 was negatively impacted by non-deductible expenses in relation to the Timberwood acquisition, but positively impacted by favorable tax treatment of the payout of balances from a terminated deferred compensation plan in shares of the Company’s common stock. These two items served to offset one another.

NET INTEREST MARGIN

Net interest income represents the difference between interest earned, primarily on loans and investments, and interest paid on funding sources, primarily deposits and borrowings. Interest rate spread is the difference between the average rate earned on total interest-earning assets and the average rate paid on total interest-bearing liabilities. Net interest margin is the amount of net interest income, on a fully taxable-equivalent basis, expressed as a percentage of average interest-earning assets. The average rate earned on earning assets is the amount of annualized taxable equivalent interest income expressed as a percentage of average earning assets. The average rate paid on interest-bearing liabilities is equal to annualized interest expense as a percentage of average interest-bearing liabilities.

38

Table of Contents

The following tables set forth the distribution of our average assets, liabilities and stockholders’ equity, and average rates earned or paid on a fully taxable equivalent basis for each of the periods indicated:

Three Months Ended

 

June 30, 2020

June 30, 2019

 

    

Interest 

    

    

    

Interest 

    

 

Average 

Income/

Rate Earned/ Paid 

Average 

Income/ 

Rate Earned/ Paid

 

Balance

 Expenses (1)

 (1)

Balance

Expenses (1)

 (1)

 

(dollars in thousands)

 

ASSETS

Interest-earning assets

 

  

 

  

 

  

 

  

 

  

 

  

Loans (2)

 

  

 

  

 

  

 

  

 

  

 

  

Taxable

$

1,917,156

$

88,760

 

4.63

%  

$

1,326,394

$

70,224

 

5.29

%

Tax-exempt

 

117,582

 

6,048

 

5.14

%  

 

94,316

 

5,067

 

5.37

%

Securities

 

  

 

  

 

  

 

  

 

  

 

  

Taxable (available for sale)

 

109,530

 

2,426

 

2.21

%  

 

74,055

 

2,014

 

2.72

%

Tax-exempt (available for sale)

 

68,401

 

2,205

 

3.22

%  

 

51,954

 

1,870

 

3.60

%

Taxable (held to maturity)

 

2,948

 

62

 

2.10

%  

 

28,977

 

713

 

2.46

%

Tax-exempt (held to maturity)

 

9,764

 

268

 

2.74

%  

 

10,979

 

302

 

2.75

%

Cash and due from banks

 

103,716

 

85

 

0.08

%  

 

92,929

 

2,186

 

2.35

%

Total interest-earning assets

 

2,329,097

 

99,854

 

4.29

%  

 

1,679,604

 

82,376

 

4.90

%

Non interest-earning assets

 

205,962

 

  

 

  

 

134,201

 

  

 

  

Allowance for loan losses

 

(14,177)

 

  

 

  

 

(12,275)

 

  

 

  

Total assets

$

2,520,882

 

  

 

  

$

1,801,530

 

  

 

  

LIABILITIES AND SHAREHOLDERS' EQUITY

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing deposits

 

  

 

  

 

  

 

  

 

  

 

  

Checking accounts

$

197,067

$

493

 

0.25

%  

$

72,458

$

2,001

 

2.76

%

Savings accounts

 

346,279

 

1,815

 

0.52

%  

 

248,539

 

2,671

 

1.07

%

Money market accounts

 

536,139

 

3,092

 

0.58

%  

 

400,664

 

4,682

 

1.17

%

Certificates of deposit

 

372,003

 

6,988

 

1.88

%  

 

363,799

 

7,975

 

2.19

%

Brokered Deposits

 

18,532

 

531

 

2.87

%  

 

16,789

 

489

 

2.91

%

Total interest bearing deposits

 

1,470,020

 

12,919

 

0.88

%  

 

1,102,249

 

17,818

 

1.62

%

Other borrowed funds

 

119,107

 

1,504

 

1.26

%  

 

40,355

 

1,374

 

3.40

%

Total interest-bearing liabilities

 

1,589,127

 

14,423

 

0.91

%  

 

1,142,604

 

19,192

 

1.68

%

Non-interest bearing liabilities

 

  

 

  

 

  

 

  

 

  

 

  

Demand Deposits

 

660,080

 

  

 

  

 

461,073

 

  

 

  

Other liabilities

 

15,146

 

  

 

  

 

16,355

 

  

 

  

Total Liabilities

 

2,264,353

 

  

 

  

 

1,620,032

 

  

 

  

Shareholders' equity

 

256,529

 

  

 

  

 

181,498

 

  

 

  

Total liabilities & sharesholders' equity

$

2,520,882

 

  

 

  

$

1,801,530

 

  

 

  

Net interest income on a fully taxable equivalent basis

 

  

 

85,431

 

  

 

  

 

63,184

 

  

Less taxable equivalent adjustment

 

  

 

(1,789)

 

  

 

  

 

(1,520)

 

  

Net interest income

 

  

$

83,642

 

  

 

  

$

61,664

 

  

Net interest spread (3)

 

  

 

  

 

3.38

%  

 

  

 

  

 

3.22

%

Net interest margin (4)

 

  

 

  

 

3.67

%  

 

  

 

  

 

3.76

%

(1)Annualized on a fully taxable equivalent basis calculated using a federal tax rate of 21% for the three months ended June 30, 2020 and 2019.
(2)Nonaccrual loans are included in average amounts outstanding.
(3)Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(4)Net interest margin represents net interest income on a fully tax equivalent basis as a percentage of average interest-earning assets.

39

Table of Contents

Six Months Ended

 

June 30, 2020

June 30, 2019

 

    

    

Interest

    

    

    

Interest

    

 

Average

Income/

Rate Earned/ Paid

Average

Income/

Rate Earned/ Paid

 

Balance

Expenses (1)

(1)

Balance

Expenses (1)

(1)

 

 

(dollars in thousands)

ASSETS

 

  

 

  

 

  

 

  

 

  

 

  

Interest-earning assets

 

  

 

  

 

  

 

  

 

  

 

  

Loans (2)

 

  

 

  

 

  

 

  

 

  

 

  

Taxable

$

1,771,514

$

85,566

 

4.83

%  

$

1,333,402

$

70,116

 

5.26

%

Tax-exempt

 

118,143

 

6,057

 

5.13

%  

 

94,056

 

5,009

 

5.33

%

Securities

 

 

 

 

 

 

Taxable (available for sale)

 

121,653

 

2,994

 

2.46

%  

 

72,743

 

2,132

 

2.93

%

Tax-exempt (available for sale)

 

61,958

 

2,044

 

3.30

%  

 

51,954

 

1,895

 

3.65

%

Taxable (held to maturity)

 

18,236

 

435

 

2.39

%  

 

28,976

 

711

 

2.45

%

Tax-exempt (held to maturity)

 

9,986

 

274

 

2.74

%  

 

11,384

 

318

 

2.79

%

Cash and due from banks

 

68,748

 

269

 

0.39

%  

 

73,415

 

1,759

 

2.40

%

Total interest-earning assets

 

2,170,238

 

97,639

 

4.50

%  

 

1,665,930

 

81,940

 

4.92

%

Non interest-earning assets

 

201,565

 

 

  

 

133,806

 

 

  

Allowance for loan losses

 

(13,031)

 

 

  

 

(12,221)

 

 

  

Total assets

$

2,358,772

 

  

$

1,787,515

 

  

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

  

 

  

 

 

  

 

  

Interest-bearing deposits

 

  

 

  

 

  

 

  

 

  

 

  

Checking accounts

$

193,946

$

1,063

 

0.55

%  

$

75,690

$

1,850

 

2.44

%

Savings accounts

 

324,795

 

2,130

 

0.66

%  

 

235,155

 

2,466

 

1.05

%

Money market accounts

 

517,476

 

3,817

 

0.74

%  

 

403,527

 

4,633

 

1.15

%

Certificates of deposit

 

368,417

 

7,214

 

1.96

%  

 

373,556

 

8,030

 

2.15

%

Brokered Deposits

 

17,056

 

500

 

2.93

%  

 

17,247

 

498

 

2.89

%

Total interest bearing deposits

 

1,421,690

 

14,724

 

1.04

%  

 

1,105,175

 

17,477

 

1.58

%

Other borrowed funds

 

111,280

 

1,844

 

1.66

%  

 

36,719

 

1,291

 

3.52

%

Total interest-bearing liabilities

 

1,532,970

 

16,568

 

1.08

%  

 

1,141,894

 

18,768

 

1.64

%

Non-interest bearing liabilities

 

  

 

  

 

  

 

  

 

  

 

  

Demand Deposits

 

564,879

 

 

  

 

450,964

 

 

  

Other liabilities

 

15,924

 

 

  

 

16,362

 

 

  

Total Liabilities

 

2,113,773

 

 

  

 

1,609,220

 

 

  

Shareholders' equity

 

244,999

 

 

  

 

178,295

 

 

  

Total liabilities & sharesholders' equity

$

2,358,772

 

  

$

1,787,515

 

  

Net interest income on a fully taxable equivalent basis

 

81,071

 

  

 

 

63,172

 

  

Less taxable equivalent adjustment

 

(1,759)

 

  

 

 

(1,517)

 

  

Net interest income

$

79,312

 

  

 

$

61,655

 

  

Net interest spread (3)

 

 

3.42

%  

 

 

3.27

%  

Net interest margin (4)

 

 

3.74

%  

 

 

3.79

%  

(1)Annualized on a fully taxable equivalent basis calculated using a federal tax rate of 21% for the six months ended June 30, 2020 and 2019.
(2)Nonaccrual loans are included in average amounts outstanding.
(3)Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(4)Net interest margin represents net interest income on a fully tax equivalent basis as a percentage of average interest-earning assets.

40

Table of Contents

Rate/Volume Analysis

The following tables describe the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest income and interest expense during the periods indicated. Information is provided in each category with respect to: (i) changes attributable to changes in volumes (changes in average balance multiplied by prior year average rate) and (ii) changes attributable to changes in rate (change in average interest rate multiplied by prior year average balance), while (iii) changes attributable to the combined impact of volumes and rates have been allocated proportionately to separate volume and rate categories.

Three Months Ended June 30, 2020

Six Months Ended June 30, 2020

Compared with

Compared with

Three Months Ended June 30, 2019

Six Months Ended June 30, 2019

Increase/(Decrease) Due to Change in

Increase/(Decrease) Due to Change in

    

Volume

    

Rate

    

Total

    

Volume

    

Rate

    

Total

 

(dollars in thousands)

 

(dollars in thousands)

Interest income

 

  

 

  

 

  

 

  

 

  

 

  

Loans

 

  

 

  

 

  

 

  

 

  

 

  

Taxable

$

25,810

$

(7,274)

$

18,536

$

20,543

$

(5,093)

$

15,450

Tax-exempt

 

1,186

 

(205)

 

981

 

1,227

 

(179)

 

1,048

Securities

 

 

 

 

 

 

Taxable (AFS)

 

673

 

(261)

 

412

 

1,132

 

(270)

 

862

Tax-exempt (AFS)

 

500

 

(165)

 

335

 

296

 

(147)

 

149

Taxable (HTM)

 

(560)

 

(91)

 

(651)

 

(257)

 

(19)

 

(276)

Tax-exempt (HTM)

 

(33)

 

(1)

 

(34)

 

(38)

 

(6)

 

(44)

Cash and due from banks

 

287

 

(2,388)

 

(2,101)

 

(105)

 

(1,385)

 

(1,490)

Total interest income

 

27,863

 

(10,385)

 

17,478

 

22,798

 

(7,099)

 

15,699

Interest expense

 

  

 

  

 

 

 

 

Deposits

 

  

 

  

 

 

 

 

Checking accounts

$

(3,200)

$

1,692

$

(1,508)

$

(1,563)

$

776

$

(787)

Savings accounts

 

2,828

 

(3,684)

 

(856)

 

(19,533)

 

19,197

 

(336)

Money market accounts

 

3,194

 

(4,784)

 

(1,590)

 

3,066

 

(3,882)

 

(816)

Certificates of deposit

 

185

 

(1,172)

 

(987)

 

(109)

 

(707)

 

(816)

Brokered Deposits

 

50

 

(8)

 

42

 

(5)

 

7

 

2

Total interest bearing deposits

 

3,057

 

(7,956)

 

(4,899)

 

(18,144)

 

15,391

 

(2,753)

Other borrowed funds

 

192

 

(62)

 

130

 

748

 

(195)

 

553

Total interest expense

 

3,249

 

(8,018)

 

(4,769)

 

(17,396)

 

15,196

 

(2,200)

Change in net interest income

$

24,614

$

(2,367)

$

22,247

$

40,194

$

(22,295)

$

17,899

CHANGES IN FINANCIAL CONDITION

Total Assets. Total assets increased $447.6 million, or 20.3%, to $2.66 billion at June 30, 2020, from $2.21 billion at December 31, 2019.

Cash and Cash Equivalents. Cash and cash equivalents increased by $90.7 million to $117.2 million at June 30, 2020 from $86.5 million at December 31, 2019.

Investment Securities. The carrying value of total investment securities decreased by $41.6 million to $183.6 million at June 30, 2020, from $225.2 million at December 31, 2019. This decrease was largely the result of the aforementioned sale of $36.6 million of U.S. Treasury notes during the first half of 2020.

Loans. Net loans increased by $374.0 million, totaling $2.10 billion at June 30, 2020 compared to $1.72 billion at December 31, 2019. This increase was primarily the result of loans originated during the second quarter of 2020 under the PPP, offset by pay-downs of commercial lines with proceeds from these loans. This increase is also the result of loans acquired in the Timberwood acquisition.

41

Table of Contents

Bank-Owned Life Insurance. At June 30, 2020, our investment in bank-owned life insurance was $31.0 million, an increase of $6.1 million from $24.9 million at December 31, 2019. This increase was primarily the result of bank-owned life insurance acquired in the Timberwood acquisition.

Deposits. Deposits increased $419.8 million, or 22.8%, to $2.26 billion at June 30, 2020 from $1.84 billion at December 31, 2019. This increase was primarily the result of proceeds of much of the loans originated under the PPP remaining in the depository accounts of the Company's customers, as well as a result of the deposits acquired in the Timberwood acquisition.

Borrowings. At June 30, 2020, borrowings consisted of advances from the FHLB of Chicago, as well as notes payable and subordinated debt to other banks. Total FHLB borrowings decreased to $25.0 million at June 30, 2020 from $39.8 million of FHLB borrowings at December 31, 2019. Notes payable to other banks totaled $0 at June 30, 2020 and $10.0 million at December 31, 2019. Subordinated debt owed to other banks totaled $18.5 million at June 30, 2020 and $18.6 million December 31, 2019.

Stockholders’ Equity. Total stockholders’ equity increased $45.9 million, or 19.9%, to $276.1 million at June 30, 2020, from $230.2 million at December 31, 2019.

LOANS

Our lending activities are conducted principally in Wisconsin. The Bank makes commercial and industrial loans, commercial real estate loans, construction and development loans, residential real estate loans, and a variety of consumer loans and other loans. Much of the loans made by the Bank are secured by real estate collateral. The Bank’s commercial business loans are primarily made based on the cash flow of the borrower and secondarily on the underlying collateral provided by the borrower, with liquidation of the underlying real estate collateral typically being viewed as the primary source of repayment in the event of borrower default. Although commercial business loans are also often collateralized by equipment, inventory, accounts receivable, or other business assets, the liquidation of collateral in the event of default is often an insufficient source of repayment. Repayment of the Bank’s residential loans are generally dependent on the health of the employment market in the borrowers’ geographic areas and that of the general economy with liquidation of the underlying real estate collateral being typically viewed as the primary source of repayment in the event of borrower default.

Our loan portfolio is our most significant earning asset, comprising 79.6% and 78.6% of our total assets as of June 30, 2020 and December 31, 2019, respectively. Our strategy is to grow our loan portfolio by originating quality commercial and consumer loans that comply with our credit policies and that produce revenues consistent with our financial objectives. We believe our loan portfolio is well-balanced, which provides us with the opportunity to grow while monitoring our loan concentrations.

Loans increased $378.7 million, or 21.8%, to $2.12 billion as of June 30, 2020 as compared to $1.74 billion as of December 31, 2019. This increase during the first six months of 2020 has been comprised of an increase of $264.4 million or 87.4% in commercial and industrial loans, an increase of $123.4 million or 15.2% in commercial real estate loans, a decrease of $5.6 million or 4.2% in construction and development loans, an increase of $2.5 million or 0.6% in residential 1-4 family loans and a decrease of $6.0 million or 15.0% in consumer and other loans. The increase in loans was primarily due to the acquisition of Timberwood, which included $118.4 million in loan balances, as well as the origination of $278.1 million in PPP loans during the first six months of 2020, consisting of 1,826 individual loans with an average original balance of $152,327.

42

Table of Contents

The following table presents the balance and associated percentage of each major category in our loan portfolio at June 30, 2020, December 31, 2019, and June 30, 2019:

June 30,

December 31,

June 30,

 

    

2020

    

% of Total

    

2019

    

% of Total

    

2019

    

% of Total

 

 

(dollars in thousands)

Commercial & industrial

 

  

 

  

 

  

 

  

 

  

 

  

Commercial & industrial

$

574,052

 

27

%  

$

302,538

 

17

%  

$

271,838

 

19

%

Deferred costs net of unearned fees

 

(7,258)

 

0

%  

 

(158)

 

0

%  

 

(207)

 

0

%

Total commercial & industrial

 

566,794

 

27

%  

 

302,380

 

17

%  

 

271,631

 

19

%

Commercial real estate

 

  

 

  

 

  

 

  

 

  

 

  

Owner Occupied

 

525,908

 

25

%  

 

459,782

 

26

%  

 

415,451

 

29

%

Non-owner occupied

 

410,931

 

19

%  

 

353,723

 

20

%  

 

255,072

 

18

%

Deferred costs net of unearned fees

 

(329)

 

0

%  

 

(362)

 

0

%  

 

(428)

 

0

%

Total commercial real estate

 

936,510

 

44

%  

 

813,143

 

46

%  

 

670,095

 

47

%

Construction & Development

 

  

 

  

 

  

 

  

 

  

 

  

Construction & Development

 

126,653

 

6

%  

 

132,296

 

8

%  

 

73,522

 

5

%

Deferred costs net of unearned fees

 

(81)

 

0

%  

 

(133)

 

0

%  

 

(106)

 

0

%

Total construction & development

 

126,572

 

6

%  

 

132,163

 

8

%  

 

73,416

 

5

%

Residential 1-4 family

 

  

 

  

 

  

 

  

 

  

 

  

Residential 1-4 family

 

451,070

 

22

%  

 

448,605

 

26

%  

 

370,261

 

26

%

Deferred costs net of unearned fees

 

49

 

0

%  

 

25

 

0

%  

 

43

 

0

%

Total residential 1-4 family

 

451,119

 

22

%  

 

448,630

 

26

%  

 

370,304

 

26

%

Consumer

 

  

 

  

 

  

 

  

 

  

 

  

Consumer

 

28,532

 

1

%  

 

29,462

 

2

%  

 

28,138

 

2

%

Deferred costs net of unearned fees

 

128

 

0

%  

 

124

 

0

%  

 

114

 

0

%

Total consumer

 

28,660

 

1

%  

 

29,586

 

2

%  

 

28,252

 

2

%

Other Loans

 

  

 

  

 

  

 

  

 

  

 

  

Other

 

5,365

 

0

%  

 

10,440

 

1

%  

 

5,493

 

0

%

Deferred costs net of unearned fees

 

3

 

0

%  

 

1

 

0

%  

 

1

 

0

%

Total other loans

 

5,368

 

0

%  

 

10,441

 

1

%  

 

5,494

 

0

%

Total loans

$

2,115,023

 

100

%  

$

1,736,343

 

100

%  

$

1,419,192

 

100

%

Our directors and officers and their associates are customers of, and have other transactions with, the Bank in the normal course of business. All loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve more than normal risk of collection or present other unfavorable features. At June 30, 2020 and December 31, 2019, total loans outstanding to such directors and officers and their associates were $63.2 million and $68.6 million, respectively. During the six months ended June 30, 2020, $11.0 million of additions and $16.3 million of repayments were made to these loans. At June 30, 2020 and December 31, 2019, all of the loans to directors and officers were performing according to their original terms.

Loan categories

The principal categories of our loan portfolio are discussed below:

Commercial and Industrial (C&I). Our C&I portfolio totaled $566.8 million and $302.4 million at June 30, 2020 and December 31, 2019, respectively, and represented 27% and 17% of our total loans at those dates.

Our C&I loan customers represent various small and middle-market established businesses involved in professional services, accommodation and food services, health care, financial services, wholesale trade, manufacturing, distribution, retailing and non-profits. Most clients are privately owned with markets that range from local to national in scope. Many of the loans to this segment are secured by liens on corporate assets and the personal guarantees of the principals. The regional economic strength or weakness impacts the relative risks in this loan category. There is little concentration in any one business sector, and loan risks are generally diversified among many borrowers.

43

Table of Contents

Commercial Real Estate (CRE). Our CRE loan portfolio totaled $936.5 million and $813.1 million at June 30, 2020 and December 31, 2019, respectively, and represented 44% and 46% of our total loans at those dates.

Our CRE loans are secured by a variety of property types including multifamily dwellings, retail facilities, office buildings, commercial mixed use, lodging and industrial and warehouse properties. We do not have any specific industry or customer concentrations in our CRE portfolio. Our commercial real estate loans are generally for terms up to ten years, with loan-to-values that generally do not exceed 80%. Amortization schedules are long term and thus a balloon payment is generally due at maturity. Under most circumstances, the Bank will offer to rewrite or otherwise extend the loan at prevailing interest rates.

Construction and Development (C&D). Our C&D loan portfolio totaled $126.6 million and $132.2 million at June 30, 2020 and December 31, 2019, respectively, and represented 6% and 8% of our total loans at those dates.

Our C&D loans are generally for the purpose of creating value out of real estate through construction and development work, and also include loans used to purchase recreational use land. Borrowers typically provide a copy of a construction or development contract which is subject to bank acceptance prior to loan approval. Disbursements are handled by a title company. Borrowers are required to inject their own equity into the project prior to any note proceeds being disbursed. These loans are, by their nature, intended to be short term and are refinanced into other loan types at the end of the construction and development period.

Residential 1 – 4 Family. Residential 1 – 4 family loans held in portfolio amounted to $451.1 million and $448.6 million at June 30, 2020 and December 31, 2019, respectively, and represented 22% and 26% of our total loans at those dates.

We offer fixed and adjustable-rate residential mortgage loans with maturities up to 30 years. One-to-four family residential mortgage loans are generally underwritten according to Fannie Mae guidelines, and we refer to loans that conform to such guidelines as “conforming loans.” We generally originate both fixed and adjustable-rate mortgage loans in amounts up to the maximum conforming loan limits as established by the Federal Housing Finance Agency, which is generally $424,100 for one-unit properties. In addition, we also offer loans above conforming lending limits typically referred to as “jumbo” loans. These loans are typically underwritten to the same guidelines as conforming loans; however, we may choose to hold a jumbo loan within its portfolio with underwriting criteria that does not exactly match conforming guidelines.

We do not offer reverse mortgages nor do we offer loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on his loan, resulting in an increased principal balance during the life of the loan. We also do not offer “subprime loans” (loans that are made with low down payments to borrowers with weakened credit histories typically characterized by payment delinquencies, previous charge-offs, judgments, bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burden ratios) or Alt-A loans (defined as loans having less than full documentation).

Residential real estate loans are originated both for sale to the secondary market as well as for retention in the Bank’s loan portfolio. The decision to sell a loan to the secondary market or retain within the portfolio is determined based on a variety of factors including but not limited to our asset/liability position, the current interest rate environment, and customer preference. Servicing rights are retained on all loans sold to the secondary market.

We were servicing mortgage loans sold to others without recourse of approximately $643.7 million at June 30, 2020 and $554.4 million at December 31, 2019.

Loans sold with the retention of servicing assets result in the capitalization of servicing rights. Loan servicing rights are included in other assets and are carried at fair value. The net balance of capitalized servicing rights amounted to $4.1 million and $4.3 million at June 30, 2020 and December 31, 2019, respectively.

Consumer Loans. Our consumer loan portfolio totaled $28.7 million and $29.6 million at June 30, 2020 and December 31, 2019, respectively, and represented 1% and 2% of our total loans at those dates. Consumer loans include secured and unsecured loans, lines of credit and personal installment loans.

44

Table of Contents

Consumer loans generally have greater risk compared to longer-term loans secured by improved, owner-occupied real estate, particularly consumer loans that are secured by rapidly depreciable assets. In these cases, any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance. As a result, consumer loan repayments are dependent on the borrower’s continuing financial stability and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.

Other Loans. Our other loans totaled $5.4 million and $10.4 million at June 30, 2020 and December 31, 2019, respectively, and are immaterial to the overall loan portfolio. The other loans category consists primarily of over-drafted depository accounts, loans utilized to purchase or carry securities and loans to nonprofit organizations.

Loan Portfolio Maturities. The following tables summarize the dollar amount of loans maturing in our portfolio based on their loan type and contractual terms to maturity at June 30, 2020 and December 31, 2019, respectively. The tables do not include any estimate of prepayments, which can significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less.

    

One Year or 

    

One to Five 

    

Over Five 

    

As of June 30, 2020

Less

Years

Years

Total

 

(dollars in thousands)

Commercial & industrial

$

79,257

$

399,202

$

88,335

$

566,794

Commercial real estate

 

131,615

 

446,157

 

358,738

 

936,510

Construction & Development

 

26,983

 

19,053

 

80,536

 

126,572

Residential 1-4 family

 

22,435

 

67,938

 

360,746

 

451,119

Consumer and other

 

6,733

 

17,797

 

9,498

 

34,028

Total

$

267,023

$

950,147

$

897,853

$

2,115,023

    

One Year or 

    

One to Five 

    

Over Five 

    

As of December 31, 2019

Less

Years

Years

Total

 

(dollars in thousands)

Commercial & industrial

$

93,244

$

120,816

$

88,320

$

302,380

Commercial real estate

 

120,010

 

421,789

 

271,344

 

813,143

Construction & Development

 

27,079

 

43,132

 

61,952

 

132,163

Residential 1-4 family

 

27,120

 

65,537

 

355,973

 

448,630

Consumer and other

 

10,825

 

20,438

 

8,764

 

40,027

Total

$

278,278

$

671,712

$

786,353

$

1,736,343

The following tables summarize the dollar amount of loans maturing in our portfolio based on whether the loan has a fixed or variable rate of interest and their contractual terms to maturity at June 30, 2020 and December 31, 2019, respectively. The tables do not include any estimate of prepayments, which can significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less.

    

One Year or

    

One to Five

    

Over Five

    

As of June 30, 2020

Less

Years

Years

Total

 

(dollars in thousands)

Predetermined interest rates

$

158,124

$

844,768

$

441,825

$

1,444,717

Floating or adjustable interest rates

 

108,899

 

105,379

 

456,028

 

670,306

Total

$

267,023

$

950,147

$

897,853

$

2,115,023

45

Table of Contents

    

One Year or

    

One to Five

    

Over Five

    

As of December 31, 2019

Less

Years

Years

Total

 

(dollars in thousands)

Predetermined interest rates

$

141,578

$

574,071

$

389,942

$

1,105,591

Floating or adjustable interest rates

 

136,700

 

97,641

 

396,411

 

630,752

Total

$

278,278

$

671,712

$

786,353

$

1,736,343

NONPERFORMING LOANS AND TROUBLED DEBT RESTRUCTURINGS

In order to operate with a sound risk profile, we focus on originating loans that we believe to be of high quality. We have established loan approval policies and procedures to assist us in maintaining the overall quality of our loan portfolio. When delinquencies in our loans exist, we rigorously monitor the levels of such delinquencies for any negative or adverse trends. From time to time, we may modify loans to extend the term or make other concessions to help a borrower with a deteriorating financial condition stay current on their loan and to avoid foreclosure. We generally do not forgive principal or interest on loans or modify the interest rates on loans to rates that are below market rates. Furthermore, we are committed to collecting on all of our loans and, as a result, at times have lower net charge-offs compared to many of our peer banks. We believe that our commitment to collecting on all of our loans results in higher loan recoveries.

Our nonperforming assets consist of nonperforming loans and foreclosed real estate. Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that are contractually 90 days past due on which interest continues to accrue. The composition of our nonperforming assets is as follows:

    

June 30,

    

December 31,

    

June 30,

 

2020

2019

2019

 

 

(dollars in thousands)

Nonaccruals

$

23,037

$

5,093

$

13,611

Loans past due > 90 days, but still accruing

 

81

 

354

 

3,433

Total nonperforming loans

$

23,118

$

5,447

$

17,044

Accruing troubled debt resructured loans

$

1,206

$

1,844

$

176

Nonperforming loans as a percent of gross loans

 

1.09

%  

 

0.31

%  

 

1.20

%

Nonperforming loans as a percent of total assets

 

0.87

%  

 

0.25

%  

 

0.94

%

At June 30, 2020 and December 31, 2019, impaired loans had specific reserves of $2.7 million and $0.8 million, respectively.

Nonaccrual Loans

Loans are typically placed on nonaccrual status when any payment of principal and/or interest is 90 days or more past due, unless the collateral is sufficient to cover both principal and interest and the loan is in the process of collection. Loans are also placed on nonaccrual status when management believes, after considering economic and business conditions, that the principal or interest will not be collectible in the normal course of business. We monitor closely the performance of our loan portfolio. In addition to the monitoring and review of loan performance internally, we have also contracted with an independent organization to review our commercial and retail loan portfolios. The status of delinquent loans, as well as situations identified as potential problems, is reviewed on a regular basis by senior management. The increase in nonaccural loans during the first six months of 2020 was primarily due to negative impacts of the current economic environment on six large commercial customers.

Troubled Debt Restructurings

A troubled debt restructuring includes a loan modification where a borrower is experiencing financial difficulty and we grant a concession to that borrower that we would not otherwise consider except for the borrower’s financial difficulties. These concessions may include modifications of the terms of the debt such as deferral of payments, extension of maturity, reduction of principal balance, reduction of the stated interest rate other than normal market rate adjustments, or a combination of these concessions. Debt may be bifurcated with separate terms for each tranche of the restructured debt. Restructuring a loan in lieu of aggressively enforcing the collection of the loan may benefit the Company by increasing the ultimate probability of collection.

46

Table of Contents

A TDR may be either on accrual or nonaccrual status based upon the performance of the borrower and management’s assessment of collectability. If a TDR is placed on nonaccrual status, which would occur based on the same criteria as non-TDR loans, it remains there until a sufficient period of performance under the restructured terms has occurred at which it returned to accrual status, generally 6 months.

As of June 30, 2020 and December 31, 2019 the Company had specific reserves of $0 and $80,000 for TDRs, respectively, and none of them have subsequently defaulted.

During the first half of 2020 the Bank has experienced an increase in customer requests for loan modifications and payment deferrals as a result of impacts of the COVID-19 pandemic. The Coronavirus Aid, Relief, and Economic Security (CARES) act, signed into law on March 27, 2020, allowed financial institutions the option to exempt loan modifications related to the COVID-19 pandemic that would otherwise be categorized as a TDR from consideration for TDR treatment. Modifications in the scope of the exemption include forbearance agreements, interest-rate modifications, repayment plan changes and any other similar arrangements that would delay payments of principal or interest. This relief is allowable on modifications on loans which were not more than 30 days past due as of December 31, 2019, and that occur after March 1, 2020, and before the earlier of 60 days after the date on which the national emergency related to the COVID-19 outbreak is terminated

Classified loans

Accounting standards require the Company to identify loans, where full repayment of principal and interest is doubtful, as impaired loans. These standards require that impaired loans be valued at the present value of expected future cash flows, discounted at the loan’s effective interest rate, or using one of the following methods: the observable market price of the loan or the fair value of the underlying collateral if the loan is collateral dependent. We have implemented these standards in our quarterly review of the adequacy of the ALL, and identify and value impaired loans in accordance with guidance on these standards. As part of the review process, we also identify loans classified as watch, which have a potential weakness that deserves management’s close attention.

Loans totaling $65.2 million were classified substandard under the Bank’s policy at June 30, 2020 and loans totaling $60.3 million were classified substandard under the Bank’s policy as of December 31, 2019. The following table sets forth information related to the credit quality of our loan portfolio at June 30, 2020 and December 31, 2019.

Loan type (in thousands)

    

Pass

    

Watch

    

Substandard

    

Total

As of June 30, 2020 (unaudited)

 

  

 

  

 

  

 

  

Commercial & industrial

$

523,327

$

35,038

$

8,429

$

566,794

Commercial real estate

 

773,971

 

108,551

 

53,988

 

936,510

Construction & Development

 

126,432

 

 

140

 

126,572

Residential 1-4 family

 

440,967

 

8,138

 

2,014

 

451,119

Consumer

 

28,614

 

14

 

32

 

28,660

Other loans

 

1,600

 

3,207

 

561

 

5,368

Total loans

$

1,894,911

$

154,948

$

65,164

$

2,115,023

Loan type (in thousands)

    

Pass

    

Watch

    

Substandard

    

Total

As of December 31, 2019

 

  

 

  

 

  

 

  

Commercial & industrial

$

270,948

$

19,074

$

12,358

$

302,380

Commercial real estate

 

693,642

 

72,610

 

46,891

 

813,143

Construction & Development

 

128,820

 

3,313

 

30

 

132,163

Residential 1-4 family

 

441,144

 

6,511

 

975

 

448,630

Consumer

 

29,517

 

37

 

32

 

29,586

Other loans

 

6,504

 

3,937

 

 

10,441

Total loans

$

1,570,575

$

105,482

$

60,286

$

1,736,343

47

Table of Contents

ALLOWANCE FOR LOAN LOSSES

ALL represents management’s estimate of probable and inherent credit losses in the loan portfolio. Estimating the amount of the ALL require the exercise of significant judgment and the use of estimates related to the amount and timing of expected future cash flows or impaired loans, estimated losses on pools of homogenous loans based on historical loss experience, and consideration of other qualitative factors such as current economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset on the consolidated balance sheets. Loan losses are charged off against the ALL, while recoveries of amounts previously charged off are credited to the ALL. A provision for loan losses is charged to operations based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors.

The ALL consists of specific reserves for certain individually evaluated impaired loans and general reserves for collectively evaluated non-impaired loans. Specific reserves reflect estimated losses on impaired loans from management’s analyses developed through specific credit allocations. The specific reserves are based on regular analyses of impaired, non-homogenous loans greater than $250,000. These analyses involve a high degree of judgment in estimating the amount of loss associated with specific loans, including estimating the amount and timing of future cash flows and collateral values. The general reserve is based in part on the Bank’s historical loss experience which is updated quarterly. The general reserve portion of the ALL also includes consideration of certain qualitative factors such as (1) changes in lending policies and/or underwriting practices, (2) national and local economic conditions, (3) changes in portfolio volume and nature, (4) experience, ability and depth of lending management and other relevant staff, (5) levels of and trends in past-due and nonaccrual loans and quality, (6) changes in loan review and oversight, (7) impact and effects of concentrations and (8) other issues deemed relevant.

There are many factors affecting ALL; some are quantitative while others require qualitative judgment. The process for determining the ALL (which management believes adequately considers potential factors which might possibly result in credit losses) includes subjective elements and, therefore, may be susceptible to significant change. To the extent actual outcomes differ from management estimates, additional provision for loan losses could be required that could adversely affect our earnings or financial position in future periods. Allocations of the ALL may be made for specific loans but the entire ALL is available for any loan that, in management’s judgment, should be charged off or for which an actual loss is realized. As an integral part of their examination process, various regulatory agencies review the ALL as well. Such agencies may require that changes in the ALL be recognized when such regulators’ credit evaluations differ from those of management based on information available to the regulators at the time of their examinations.

48

Table of Contents

The following table summarizes the changes in our ALL for the periods indicated:

    

Six months ended  

    

Year ended 

    

Six months ended  

 

June 30,

December 31,

June 30,

 

2020

2019

2019

 

 

(dollars in thousands)

Period-end loans outstanding (net of unearned discount and deferred loan fees)

$

2,115,023

$

1,736,343

 

$

1,419,192

Average loans outstanding (net of unearned discount and deferred loan fees)

$

1,889,657

$

1,565,261

 

$

1,427,458

Balance of allowance for loan losses at the beginning of period

$

11,396

$

12,248

 

$

12,248

Loans charged-off:

 

  

 

  

 

  

Commercial & industrial

 

8

 

1,229

 

594

Commercial real estate - owner occupied

 

101

 

4,994

 

659

Commercial real estate - non-owner occupied

 

 

62

 

54

Construction & Development

 

 

 

Residential 1-4 family

 

59

 

276

 

11

Consumer

 

 

76

 

11

Other Loans

 

9

 

41

 

8

Total loans charged-off

 

177

 

6,678

 

1,337

Recoveries of loans previously charged off:

 

  

 

  

 

  

Commercial & industrial

 

1

 

11

 

1

Commercial real estate - owner occupied

 

640

 

356

 

2

Commercial real estate - non-owner occupied

 

40

 

60

 

1

Construction & Development

 

 

 

Residential 1-4 family

 

37

 

130

 

122

Consumer

 

 

11

 

4

Other Loans

 

9

 

8

 

4

Total recoveries of loans previously charged off:

 

727

 

576

 

134

Net Loan charge-offs (recoveries)

 

(550)

 

6,102

 

1,203

Provision charged to operating expense

 

4,125

 

5,250

 

1,125

Balance at end of period

$

16,071

$

11,396

 

$

12,170

Ratio of net charge offs (recoveries) during the year to average loans outstanding

 

(0.03)

%  

 

0.39

%  

0.17

%

Ratio of allowance for loan losses to loans outstanding

 

0.76

%  

 

0.66

%  

0.86

%

The level of charge-offs depends on many factors, including the national and regional economy. Cyclical lagging factors may result in charge-offs being higher than historical levels. Although the allowance is allocated between categories, the entire allowance is available to absorb losses attributable to all loan categories. Management believes that the current ALL is adequate.

49

Table of Contents

The following table summarizes an allocation of the ALL and the related percentage of loans outstanding in each category for the periods below.

June 30,

December 31,

June 30,

 

2020

2019

2019

 

(in thousands, except %)

    

Amount

    

% of Loans

    

Amount

    

% of Loans

    

Amount

    

% of Loans

 

Loan Type:

 

  

 

  

 

  

 

  

 

  

 

  

Commercial & industrial

$

2,548

 

27

%  

$

2,320

 

17

%  

$

2,143

 

19

%

Commercial real estate - owner occupied

 

6,031

 

25

%  

 

4,587

 

26

%  

 

5,473

 

29

%

Commercial real estate - non-owner occupied

 

3,798

 

19

%  

 

1,578

 

20

%  

 

1,948

 

18

%

Construction & Development

 

772

 

6

%  

 

548

 

8

%  

 

411

 

5

%

Residential 1-4 family

 

2,705

 

22

%  

 

2,169

 

26

%  

 

2,027

 

26

%

Consumer

 

160

 

1

%  

 

141

 

2

%  

 

139

 

2

%

Other Loans

 

57

 

0

%  

 

53

 

1

%  

 

29

 

0

%

Total allowance

$

16,071

 

100

%  

$

11,396

 

100

%  

$

12,170

 

100

%

SOURCES OF FUNDS

General. Deposits traditionally have been our primary source of funds for our investment and lending activities. We also borrow from the FHLB of Chicago to supplement cash needs, to lengthen the maturities of liabilities for interest rate risk management purposes and to manage our cost of funds. Our additional sources of funds are scheduled payments and prepayments of principal and interest on loans and investment securities and fee income and proceeds from the sales of loans and securities.

Deposits. Our current deposit products include non-interest bearing and interest-bearing checking accounts, savings accounts, money market accounts, and certificate of deposits. As of June 30, 2020, deposit liabilities accounted for approximately 85.1% of our total liabilities and equity. We accept deposits primarily from customers in the communities in which our branches and offices are located, as well as from small businesses and other customers throughout our lending area. We rely on our competitive pricing and products, quality customer service, and convenient locations and hours to attract and retain deposits. Deposit rates and terms are based primarily on current business strategies, market interest rates, liquidity requirements and our deposit growth goals.

Total deposits were $2.26 billion and $1.84 billion as of June 30, 2020 and December 31, 2019, respectively. Noninterest-bearing deposits at June 30, 2020 and December 31, 2019, were $708.3 million and $476.5 million, respectively, while interest-bearing deposits were $1.55 billion and $1.37 billion at June 30, 2020 and December 31, 2019, respectively.

At June 30, 2020, we had a total of $405.1 million in certificates of deposit, including $20.6 million of brokered deposits. Based on historical experience and our current pricing strategy, we believe we will retain a majority of these accounts upon maturity, although our long-term strategy is to minimize reliance on certificates of deposits by increasing relationship deposits in lower earning savings and demand deposit accounts.

The following tables set forth the average balances of our deposits for the periods indicated:

Six months ended

Year ended

Six months ended

June 30, 2020

December 31, 2019

June 30, 2019

Weighted

Weighted

Weighted

    

Amount

    

Percent

    

average rate

    

Amount

    

Percent

    

average rate

    

Amount

    

Percent

    

average rate

    

    

(dollars in thousands)

Noninterest-bearing demand deposits

    

$

564,879

    

28.4

%  

N/A

    

$

495,039

    

29.4

%  

N/A

    

$

450,964

    

29.0

%  

N/A

Interest-bearing checking deposits

 

193,946

 

9.8

%  

0.55

%  

 

90,273

 

5.4

%  

1.98

%  

 

75,690

 

4.9

%  

2.44

%

Savings deposits

 

324,795

 

16.3

%  

0.66

%  

 

261,977

 

15.6

%  

0.98

%  

 

235,155

 

15.1

%  

1.05

%

Money market accounts

 

517,476

 

26.0

%  

0.74

%  

 

440,773

 

26.2

%  

1.11

%  

 

403,527

 

25.9

%  

1.15

%

Certificates of deposit

 

368,417

 

18.5

%  

1.96

%  

 

380,117

 

22.6

%  

2.14

%  

 

373,556

 

24.0

%  

2.15

%

Brokered deposits

 

17,056

 

0.9

%  

2.93

%  

 

16,387

 

1.0

%  

2.95

%  

 

17,247

 

1.1

%  

2.89

%

Total

$

1,986,569

 

100

%  

$

1,684,566

100

%  

$

1,556,139

 

100

%  

50

Table of Contents

Certificates of deposit of $100,000 or greater by maturity are as follows:

June 30,

December 31,

June 30,

    

2020

    

2019

    

2019

(dollars in thousands)

Less than 3 months remaining

$

28,327

$

34,306

$

19,944

3 to 6 months remaining

 

27,435

 

23,201

 

20,503

6 to 12 months remaining

 

71,600

 

38,937

 

46,014

12 months or more remaining

 

53,877

 

80,151

 

91,221

Total

$

181,239

$

176,595

$

177,682

Retail certificates of deposit of $100,000 or greater totaled $181.2 million and $176.6 million at June 30, 2020 and December 31, 2019, respectively. Interest expense on retail certificates of deposit of $100,000 or greater was $1.7 million for the six months ended March 31, 2020, and $3.5 million for the year ended December 31, 2019.

The following table sets forth certificates of deposit classified by interest rate as of the dates indicated:

June 30,

December 31,

June 30,

    

2020

    

2019

    

2019

(dollars in thousands)

Interest Rate:

Less than 1.00%

$

53,821

$

168

$

852

1.00% to 1.99%

 

172,736

 

165,763

 

122,398

2.00% to 2.99%

 

147,204

 

190,164

 

212,328

3.00% to 3.99%

 

31,381

 

32,911

 

32,734

Total

$

405,142

$

389,006

$

368,312

Borrowings

Securities sold under repurchase agreements

The Company has securities sold under repurchase agreements which have contractual maturities up to one year from the transaction date with variable and fixed rate terms. The agreements to repurchase require that the Company (seller) repurchase identical securities as those that are sold. The securities underlying the agreements are under the Company’s control.

The following table summarizes securities sold under repurchase agreements, and the weighted average interest rates paid:

Six months 

Year ended

Six months 

 

ended 

December 31, 

ended 

 

(dollars in thousands)

    

June 30, 2020

    

 2019

    

June 30, 2019

 

Average daily amount of securities sold under repurchase agreements during the period

$

45,633

$

21,522

$

25,178

Weighted average interest rate on average daily securities sold under repurchase agreements

 

0.47

%  

 

2.14

%  

 

2.38

%

Maximum outstanding securities sold under repurchase agreements at any month-end

$

79,718

$

45,865

$

42,338

Securities sold under repurchase agreements at period end

$

57,442

$

45,865

$

20,034

Weighted average interest rate on securities sold under repurchase agreements at period end

 

0.03

%  

 

1.47

%  

 

2.30

%

Borrowings

The Company’s borrowings have historically consisted primarily of FHLB of Chicago advances collateralized by a blanket pledge agreement on the Company’s FHLB capital stock and retail and commercial loans held in the Company’s portfolio. There were $25.0 million of advances outstanding from the FHLB at June 30, 2020, and $39.8 million as of December 31, 2019.

51

Table of Contents

The total loans pledged as collateral were $807.0 million at June 30, 2020 and $815.2 million at December 31, 2019. Outstanding letters of credit from the FHLB totaled $6.6 million at March 31, 2020 and December 31, 2019.

The following table summarizes borrowings, which consist of borrowings from the FHLB, and the weighted average interest rates paid:

Six months 

Year ended

Six months 

ended 

December 31,

ended

(dollars in thousands)

    

June 30, 2020

    

2019

    

June 30, 2019

Average daily amount of borrowings outstanding during the period

$

46,573

$

16,665

$

Weighted average interest rate on average daily borrowing

 

1.64

%  

 

1.90

%  

 

NA

Maximum outstanding borrowings at any month-end

$

58,800

$

39,800

$

Borrowing outstanding at period end

$

24,988

$

39,800

$

Weighted average interest rate on borrowing at period end

 

1.29

%  

 

1.80

%  

 

NA

Lines of credit and other borrowings.

We maintained a $5.0 million line of credit with a commercial bank. There were no outstanding balances on this note as of June 30, 2020. At December 31, 2019, the Company had an outstanding balance of $5.0 million on this line. Borrowings under this note carried interest at a variable rate with a floor of 3.50%, and was due in full on May 25, 2021. Subsequent to June 30, 2020, on July 22, 2020, this agreement was terminated.

We also maintained a $5.0 million line of credit with another commercial bank. At December 31, 2019, the Company had an outstanding balance of $5.0 million on this line. This note was not renewed when it matured on May 19, 2020.

We maintain a $7.5 million line of credit with another commercial bank, which was entered into on May 15, 2020. There were no outstanding balances on this note at June 30, 2020. Any future borrowings will required monthly payments of interest at a variable rate, and will be due in full on May 15, 2021.

During September 2017, the Company entered into subordinated note agreements with three separate commercial banks, where the Company had up to twelve months from entering these agreements to borrow funds up to a maximum availability of $22.5 million. As of June 30, 2020 and December 31, 2019, outstanding balances under these agreements totaled $11.5 million. These notes were all issued with 10-year maturities, carry interest at a variable rate payable quarterly, are callable on or after the sixth anniversary of their issuance dates, and qualify for Tier 2 capital for regulatory purposes.

As part of the Partnership acquisition, the Company assumed a subordinated note agreement with an outstanding balance of $7.0 million, and a fair market value adjustment of $0.2 million ($49,000 and $61,000 at June 30, 2020 and December 31, 2019, respectively). The total amount outstanding was $7.0 million and $7.1 million at June 30, 2020 and December 31, 2019, respectively. The note matures on October 1, 2025, requires quarterly interest-only payments at a rate of 7.1% prior to maturity, and can be prepaid without penalty after October 1, 2020. This note qualifies for Tier 2 capital for regulatory purposes.

Subsequent to June 30, 2020, on July 22, 2020, the Company entered into subordinated note agreements with two separate commercial banks. The Company has through December 31, 2020, to borrow funds up to a maximum availability of $6.0 million under each agreement, or $12.0 million total. These notes were issued with 10-year maturities, will carry interest at a fixed rate of 5.0% through June 30, 2025, and at a variable rate thereafter, payable quarterly. These notes are callable on or after January 1, 2026 and qualify for Tier 2 capital for regulatory purposes.

INVESTMENT SECURITIES

Our securities portfolio consists of securities available for sale and securities held to maturity. Securities are classified as held to maturity or available for sale at the time of purchase. U.S. Treasury securities, obligations of states and political subdivisions and mortgage-backed securities, all of which are issued by U.S. government agencies or U.S. government-sponsored enterprises, make up the largest components of the securities portfolio. We manage our investment portfolio to provide an adequate level of liquidity as well as to maintain neutral interest rate-sensitive positions, while earning an adequate level of investment income without taking undue or excessive risk.

52

Table of Contents

Securities available for sale consist of obligations of states and political subdivision, mortgage-backed securities, and corporate notes. Securities classified as available for sale, which management has the intent and ability to hold for an indefinite period of time, but not necessarily to maturity, are carried at fair value, with unrealized gains and losses, net of related deferred income taxes, included in stockholders’ equity as a separate component of other comprehensive income. The fair value of securities available for sale totaled $174.1 million and included gross unrealized gains of $7.5 million and gross unrealized losses of $0 at June 30, 2020. At December, 31 2019, the fair value of securities available for sale totaled $181.5 million and included gross unrealized gains of $3.4 million and gross unrealized losses of $0.2 million.

Securities classified as held to maturity consist of U.S. Treasury securities and obligations of states and political subdivisions. These securities, which management has the intent and ability to hold to maturity, are reported at amortized cost. Securities held to maturity totaled $9.6 million and $43.7 million at June 30, 2020 and December 31, 2019, respectively.

The Company recognized a net gain on sale of available for sale securities of $0.1 million during the six-months ended June 30, 2020, The Company recognized a net gain of $3.1 million on sale of held to maturity securities during the six-months ended June 30, 2020. The Company recognized a net gain of $0.2 million on the sale of an investment previously classified as an “other investment” during the six-months ended June 30, 2019.

The following table sets forth the fair value of available for sale investment securities, the amortized costs of held to maturity and the percentage distribution at the dates indicated:

June 30,

December 31,

 

2020

2019

 

Amount

Percent

Amount

Percent

 

    

(dollars in thousands)

 

Available for sale securities, at estimated fair value

 

  

 

  

 

  

 

  

Obligations of U.S. Government sponsored agencies

$

14,599

 

8

%  

$

12,060

 

7

%

Obligations of states and political subdivisions

 

75,226

 

43

%  

 

54,771

 

30

%

Mortgage-backed securities

 

54,111

 

31

%  

 

51,720

 

28

%

Corporate notes

 

27,512

 

16

%  

 

62,955

 

35

%

Certificates of deposit

2,619

2

%  

0

%

Total securities available for sale

 

174,067

 

100

%  

 

181,506

 

100

%

Held to maturity securities, at amortized cost

 

 

  

 

  

 

  

U.S. Treasury securities

 

 

0

%  

 

33,527

 

77

%

Obligations of states and political subdivisions

 

9,579

 

100

%  

 

10,207

 

23

%

Total securities held to maturity

 

9,579

 

100

%  

 

43,734

 

100

%

Total

$

183,646

$

225,240

 

  

53

Table of Contents

The following tables set forth the composition and maturities of investment securities as of June 30, 2020 and December 31, 2019. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

After One, But

After Five, But

 

Within Five

Within Ten

 

Within One Year

Years

Years

After Ten Years

Total

 

Weighted

Weighted

Weighted

Weighted

Weighted

 

Amortized

Average

Amortized

Average

Amortized

Average

Amortized

Average

Amortized

Average

 

    

Cost

    

Yield(1)

    

Cost

    

Yield(1)

    

Cost

    

Yield(1)

    

Cost

    

Yield(1)

    

Cost

    

Yield(1)

 

(dollars in thousands)

At June 30, 2020

Available for sale securities

Obligations of U.S. Government sponsored agencies

$

305

 

(0.4)

%  

$

312

 

0.1

%  

$

2,291

 

2.1

%  

$

11,137

 

2.3

%  

$

14,045

 

2.1

%

Obligations of states and political subdivisions

 

831

 

3.3

%  

 

5,427

 

3.7

%  

 

8,858

 

3.2

%  

 

56,330

 

3.3

%  

 

71,446

 

3.3

%

Mortgage-backed securities

 

1,706

 

2.2

%  

 

15,803

 

2.5

%  

 

19,531

 

2.8

%  

 

14,131

 

2.6

%  

 

51,171

 

2.6

%

Corporate notes

 

11,913

 

2.9

%  

 

4,955

 

3.3

%  

 

 

0.0

%  

 

10,423

 

1.3

%  

 

27,291

 

2.3

%

Certificates of deposit

745

2.0

%  

1,835

1.0

%  

2,580

1.3

%  

Total available for sale securities

$

15,500

 

2.7

%  

$

28,332

 

2.7

%  

$

30,680

 

2.9

%  

$

92,021

 

2.8

%  

$

166,533

 

2.8

%

Held to maturity securities

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Obligations of states and political subdivisions

$

751

 

1.8

%  

$

3,524

 

2.6

%  

$

2,395

 

2.9

%  

$

2,909

 

3.8

%  

$

9,579

 

2.9

%

Total

$

16,251

 

2.7

%  

$

31,856

 

2.7

%  

$

33,075

 

2.9

%  

$

94,930

 

2.9

%  

$

176,112

 

2.8

%

After One, But

After Five, But

 

Within One Year

Within Five Years

Within Ten Years

After Ten Years

Total

 

Weighted

Weighted

Weighted

Weighted

Weighted

Amortized

Average

Amortized

Average

Amortized

Average

Amortized

Average

Amortized

Average

 

    

Cost

    

Yield(1)

    

Cost

    

Yield(1)

    

Cost

    

Yield(1)

    

Cost

    

Yield(1)

    

Cost

    

Yield(1)

 

    

(dollars in thousands)

 

At December 31, 2019

 

Available for sale securities

Obligations of U.S. Government sponsored agencies

$

 

$

 

$

 

$

12,218

 

2.3

%  

$

12,218

 

2.3

%

Obligations of states and political subdivisions

 

1,685

 

3.1

%  

 

6,524

 

3.5

%  

 

13,153

 

3.7

%  

 

31,231

 

3.7

%  

 

52,593

 

3.6

%

Mortgage-backed securities

 

1,469

 

2.1

%  

 

18,395

 

2.5

%  

 

19,514

 

2.9

%  

 

11,392

 

2.8

%  

 

50,770

 

2.7

%

Corporate notes

 

45,752

 

1.8

%  

 

16,815

 

3.0

%  

 

 

0.0

%  

 

228

 

8.3

%  

 

62,795

 

2.1

%

Total available for sale securities

$

48,906

 

1.9

%  

$

41,734

 

2.8

%  

$

32,667

 

3.2

%  

$

55,069

 

3.2

%  

$

178,376

 

2.8

%

Held to maturity securities

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

U.S. Treasury securities

$

3,508

 

2.3

%  

$

12,501

 

2.6

%  

$

17,517

 

2.4

%  

$

 

$

33,526

 

2.4

%

Obligations of states and political subdivisions

 

628

 

1.6

%  

 

4,276

 

2.4

%  

 

2,395

 

2.9

%  

 

2,909

 

3.8

%  

 

10,208

 

2.9

%

Total held to maturity securities

 

4,136

 

2.1

%  

 

16,777

 

2.5

%  

 

19,912

 

2.5

%  

 

2,909

 

3.8

%  

 

43,734

 

2.5

%

Total

$

53,042

 

1.9

%  

$

58,511

 

2.8

%  

$

52,579

 

2.9

%  

$

57,978

 

3.2

%  

$

222,110

 

2.7

%

(1)Weighted Average Yield is shown on a fully taxable equivalent basis using a federal tax rate of 21% at June 30, 2020 and December 31, 2019, respectively.

The Company evaluates securities for other-than-temporary impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to (1) credit quality of individual securities and their issuers are assessed; (2) the length of time and the extent to which the fair value has been less than cost; (3) the financial condition and near-term prospects of the issuer; and (4) that the Company does not have the intent to sell the security and it is more likely than not that it will not have to sell the security before recovery of its cost basis.

54

Table of Contents

As of June 30, 2020, 7 debt securities had gross unrealized losses, with negligible aggregate depreciation from our amortized cost basis. The largest unrealized loss percentage of any single security was 0.49% (or $14,000) of its amortized cost. This was also the largest unrealized dollar loss of any security.

As of December 31, 2019, 20 debt securities had gross unrealized losses, with an aggregate depreciation of 0.11% from our amortized cost basis. The largest unrealized loss percentage of any single security was 1.87% (or $6,000) of its amortized cost. The largest unrealized dollar loss of any single security was $67,000 (or 1.46%) of its amortized cost.

The unrealized losses on these debt securities arose primarily due to changing interest rates and are considered to be temporary.

LIQUIDITY AND CAPITAL RESOURCES

Impact of Inflation and Changing Prices. Our consolidated financial statements and related notes have been prepared in accordance with GAAP. GAAP generally requires the measurement of financial position and operating results in terms of historical dollars without consideration of changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater impact on our performance than they would on industrial companies.

Liquidity. Liquidity is defined as the Company’s ability to generate adequate cash to meet its needs for day-to-day operations and material long and short-term commitments. Liquidity is the risk of potential loss if we were unable to meet our funding requirements at a reasonable cost. We are expected to maintain adequate liquidity at the Bank to meet the cash flow requirements of customers who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Our asset and liability management policy is intended to cause the Bank to maintain adequate liquidity and, therefore, enhance our ability to raise funds to support asset growth, meet deposit withdrawals and lending needs, maintain reserve requirements and otherwise sustain our operations.

We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all of our short-term and long-term cash requirements. We manage our liquidity based on demand and specific events and uncertainties to meet current and future financial obligations of a short-term nature. We also monitor our liquidity requirements in light of interest rate trends, changes in the economy and the scheduled maturity and interest rate sensitivity of the investment and loan portfolios and deposits. Our objective in managing liquidity is to respond to the needs of depositors and borrowers as well as to increase earnings enhancement opportunities in a changing marketplace.

Our liquidity is maintained through investment portfolio, deposits, borrowings from the FHLB, and lines available from correspondent banks. Our highest priority is placed on growing noninterest bearing deposits through strong community involvement in the markets that we serve. Borrowings and brokered deposits are considered short-term supplements to our overall liquidity but are not intended to be relied upon for long-term needs. We believe that our present position is adequate to meet our current and future liquidity needs, and management knows of no trend or event that will have a material impact on the Company’s ability to maintain liquidity at satisfactory levels.

Capital Adequacy. Total stockholders’ equity was $276.1 million at June 30, 2020 compared to $230.2 million at December 31, 2019.

Our capital management consists of providing adequate equity to support our current and future operations. The Bank is subject to various regulatory capital requirements administered by state and federal banking agencies, including the Federal Reserve and the OCC. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measure of their assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and the classifications are also subject to qualitative judgment by the regulator in regards to components, risk weighting and other factors.

55

Table of Contents

The Bank is subject to the following risk-based capital ratios: a common equity Tier 1 (“CET1”) risk-based capital ratio, a Tier 1 risk-based capital ratio, which includes CET1 and additional Tier 1 capital, and a total capital ratio, which includes Tier 1 and Tier 2 capital. CET1 is primarily comprised of the sum of common stock instruments and related surplus net of treasury stock, retained earnings, and certain qualifying minority interests, less certain adjustments and deductions, including with respect to goodwill, intangible assets, mortgage servicing assets and deferred tax assets subject to temporary timing differences. Additional Tier 1 capital is primarily comprised of noncumulative perpetual preferred stock, tier 1 minority interests and grandfathered trust preferred securities. Tier 2 capital consists of instruments disqualified from Tier 1 capital, including qualifying subordinated debt, other preferred stock and certain hybrid capital instruments, and a limited amount of loan loss reserves up to a maximum of 1.25% of risk-weighted assets, subject to certain eligibility criteria. The capital rules also define the risk-weights assigned to assets and off-balance sheet items to determine the risk-weighted asset components of the risk-based capital rules, including, for example, certain “high volatility” commercial real estate, past due assets, structured securities and equity holdings.

The leverage capital ratio, which serves as a minimum capital standard, is the ratio of Tier 1 capital to quarterly average assets net of goodwill, certain other intangible assets, and certain required deduction items. The required minimum leverage ratio for all banks is 4%.

In addition, the capital rules require a capital conservation buffer of up to 2.5% above each of the minimum capital ratio requirements (CET1, Tier 1, and total risk-based capital), which is designed to absorb losses during periods of economic stress. These buffer requirements must be met for a bank to be able to pay dividends, engage in share buybacks or make discretionary bonus payments to executive management without restriction. This capital conservation buffer is being phased in, and was 1.875% as of January 1, 2018 and is 2.5% effective January 1, 2019.

Failure to be well-capitalized or 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 our operations or financial condition. For example, only a well-capitalized depository institution may accept brokered deposits without prior regulatory approval. Failure to be well-capitalized or to meet minimum capital requirements could also result in restrictions on the Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications or other restrictions on its growth.

The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), among other things, requires the federal bank regulatory agencies to take “prompt corrective action” regarding depository institutions that do not meet minimum capital requirements. FDICIA establishes five regulatory capital tiers: “well capitalized”, “adequately capitalized”, “undercapitalized”, “significantly undercapitalized”, and “critically undercapitalized”. A depository institution’s capital tier will depend upon how its capital levels compare to various relevant capital measures and certain other factors, as established by regulation. FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. The FDICIA imposes progressively more restrictive restraints on operations, management and capital distributions, depending on the category in which an institution is classified. Undercapitalized depository institutions are subject to restrictions on borrowing from the Federal Reserve System. In addition, undercapitalized depository institutions may not accept brokered deposits absent a waiver from the FDIC, are subject to growth limitations and are required to submit capital restoration plans for regulatory approval. A depository institution’s holding company must guarantee any required capital restoration plan, up to an amount equal to the lesser of 5 percent of the depository institution’s assets at the time it becomes undercapitalized or the amount of the capital deficiency when the institution fails to comply with the plan. Federal banking agencies may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized. All of the federal bank regulatory agencies have adopted regulations establishing relevant capital measures and relevant capital levels for federally insured depository institutions. The Bank was well capitalized at December 31, 2018, and brokered deposits are not restricted.

To be well-capitalized, the Bank must maintain at least the following capital ratios:

6.5% CET1 to risk-weighted assets;
8.0% Tier 1 capital to risk-weighted assets;
10.0% Total capital to risk-weighted assets; and
5.0% leverage ratio.

56

Table of Contents

The Bank’s regulatory capital ratios were above the applicable well-capitalized standards and met the then-applicable capital conservation buffer. Based on current estimates, we believe that the Bank will continue to exceed all applicable well-capitalized regulatory capital requirements and the capital conservation buffer in 2019.

The Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Economic Growth Act”) signed into law in May 2018 scaled back certain requirements of the Dodd-Frank Act and provided other regulatory relief. Among the provisions of the Economic Growth Act was a requirement that the Federal Reserve raise the asset threshold for those bank holding companies subject to the Federal Reserve’s Small Bank Holding Company Policy Statement (“Policy Statement”) to $3 billion. As a result, as of the effective date of that change in 2018, the Company was no longer required to comply with the risk-based capital rules applicable to the Bank as described above. The Federal Reserve may however, require smaller bank holding companies subject to the Policy Statement to maintain certain minimum capital levels, depending upon general economic conditions and a bank holding company’s particular condition, risk profile and growth plans.

As a result of the Economic Growth Act, the federal banking agencies were also required to develop a “Community Bank Leverage Ratio” (the ratio of a bank’s Tier 1 capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under prompt corrective action statutes. The federal banking agencies may consider a financial institutions risk profile when evaluation whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies set the minimum capital for the new Community Bank Leverage Ratio at 9%. The Bank does not intend to opt into the Community Bank Leverage Ratio Framework.

On December 21, 2018, federal banking agencies issued a joint final rule to revise their regulatory capital rules to (i) address the upcoming implementation of the “current expected credit losses” (“CECL”) accounting standard under GAAP; (ii) provide an optional three-year phase-in period for the day-one adverse regulatory capital effects that banking organizations are expected to experience upon adopting CECL; and (iii) require the use of CECL in stress tests beginning with the 2020 capital planning and stress testing cycle for certain banking organizations. for more information regarding Accounting Standards Update No. 2016-13, which introduced CECL as the methodology to replace the current “incurred loss” methodology for financial assets measured at amortized cost, and changed the approaches for recognizing and recording credit losses on available-for-sale debt securities and purchased credit impaired financial assets, including the required implementation date for the Company, see the Company’s Annual Report.

57

Table of Contents

Federal banking regulators have issued risk-based capital guidelines, which assign risk factors to asset categories and off-balance-sheet items. The following table reflects capital ratios computed utilizing the implemented Basel III regulatory capital framework discussed above:

Minimum

Capital

Required for

Capital

Adequacy Plus

Minimum To Be

Capital

Well-

Minimum

Conservation

Capitalized

Capital

Buffer

Under

Required for

Basel III Fully

Ptompt

Capital

Phased

Corective Action

Actual

Adequacy

In

Provisions

    

Amount

    

Ratio

    

Amount

    

Ratio

    

Amount

    

Ratio

    

Amount

    

Ratio

 

(dollars in thousands)

 

At June 30, 2020

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Bank First Corporation:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Total capital (to risk-weighted assets)

$

243,784

 

11.6

%  

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

Tier I capital (to risk-weighted assets)

 

209,164

 

9.9

%  

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

Common equity tier I capital (to risk-weighted assets)

 

209,164

 

9.9

%  

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

Tier I capital (to average assets)

 

209,164

 

8.5

%  

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

Bank First, N.A:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Total capital (to risk-weighted assets)

$

240,638

 

11.4

%  

168,605

 

8.0

%  

221,294

 

10.5

%  

210,757

 

10.0

%

Tier I capital (to risk-weighted assets)

 

224,567

 

10.7

%  

 

126,454

 

6.0

%  

 

179,143

 

8.5

%  

 

168,605

 

8.0

%

Common equity tier I capital (to risk-weighted assets)

 

224,567

 

10.7

%  

 

94,840

 

4.5

%  

 

147,530

 

7.0

%  

 

136,992

 

6.5

%

Tier I capital (to average assets)

 

224,567

 

9.2

%  

 

97,879

 

4.0

%  

 

97,879

 

4.0

%  

 

122,349

 

5.0

%

At December 31, 2019

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Bank First Corporation:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Total capital (to risk-weighted assets)

$

208,900

 

10.4

%  

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

Tier I capital (to risk-weighted assets)

 

178,882

 

8.9

%  

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

Common equity tier I capital (to risk-weighted assets)

 

178,882

 

8.9

%  

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

Tier I capital (to average assets)

 

178,882

 

8.5

%  

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

Bank First, N.A:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Total capital (to risk-weighted assets)

$

215,347

 

10.7

%  

161,163

 

8.0

%  

211,527

 

10.5

%  

201,454

 

10.0

%

Tier I capital (to risk-weighted assets)

 

203,951

 

10.1

%  

 

120,872

 

6.0

%  

 

171,236

 

8.5

%  

 

161,163

 

8.0

%

Common equity tier I capital (to risk-weighted assets)

 

203,951

 

10.1

%  

 

90,654

 

4.5

%  

 

141,018

 

7.0

%  

 

130,945

 

6.5

%

Tier I capital (to average assets)

 

203,951

 

9.7

%  

 

84,390

 

4.0

%  

 

84,390

 

4.0

%  

 

105,487

 

5.0

%

As previously mentioned, the Company carried $18.5 million of subordinated debt as of June 30, 2020 and December 31, 2019, respectively, which is included in total capital for the Company in the tables above.

FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

We are party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments primarily include commitments to originate and sell loans, standby and direct pay letters of credit, unused lines of credit and unadvanced portions of construction and development loans. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in these particular classes of financial instruments.

Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments, standby and direct pay letters of credit and unadvanced portions of construction and development loans is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Off-Balance Sheet Arrangements. Our significant off-balance-sheet arrangements consist of the following:

Unused lines of credit

58

Table of Contents

Standby and direct pay letters of credit
Credit card arrangements

Off-balance sheet arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the registrant is a party, under which the registrant has (1) any obligation under a guarantee contract, (2) retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement, (3) any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, or (4) any obligation, including a contingent obligation, arising out of a variable interest.

Loan commitments are made to accommodate the financial needs of our customers. Standby and direct pay letters of credit commit us to make payments on behalf of customers when certain specified future events occur. Both arrangements have credit risk essentially the same as that involved in extending loans to clients and are subject to our normal credit policies. Collateral (e.g., securities, receivables, inventory, equipment, etc.) is obtained based on management’s credit assessment of the customer.

Loan commitments and standby and direct pay letters of credit do not necessarily represent our future cash requirements because while the borrower has the ability to draw upon these commitments at any time, these commitments often expire without being drawn upon. Our off-balance sheet arrangements at the dates indicated were as follows:

    

Amounts of Commitments Expiring - By Period as of June 30, 2020

    

Less Than

    

One to Three

    

Three to Five

    

After Five 

Other Commitments

Total

 

One Year

 

Years

 

Years

 

Years

 

(dollars in thousands)

Unused lines of credit

$

445,074

$

240,479

$

60,359

$

30,266

$

113,970

Standby and direct pay letters of credit

 

7,501

 

5,088

 

1,643

 

770

 

Credit card arrangements

 

9,719

 

 

 

 

9,719

Total commitments

$

462,294

$

245,567

$

62,002

$

31,036

$

123,689

    

Amounts of Commitments Expiring - By Period as of December 31, 2019

    

Less Than

    

One to Three

    

Three to Five

    

After Five

Other Commitments

Total

 

One Year

 

Years

 

Years

 

Years

 

(dollars in thousands)

Unused lines of credit

$

383,209

$

194,890

$

47,214

$

28,215

$

112,890

Standby and direct pay letters of credit

 

17,121

 

5,354

 

5,050

 

5,426

 

1,291

Credit card arrangements

 

11,148

 

 

 

 

11,148

Total commitments

$

411,478

$

200,244

$

52,264

$

33,641

$

125,329

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises primarily from interest rate risk inherent in its lending, investment and deposit-taking activities. To that end, management actively monitors and manages its interest rate risk exposure.

Our profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings to the extent that the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis. We monitor the impact of changes in interest rates on its net interest income using several tools.

Our primary objective in managing interest rate risk is to minimize the adverse impact of changes in interest rates on our net interest income and capital, while configuring our asset-liability structure to obtain the maximum yield-cost spread on that structure. We rely primarily on our asset-liability structure to control interest rate risk.

59

Table of Contents

Interest Rate Sensitivity. Interest rate risk is the risk to earnings and value arising from changes in market interest rates. Interest rate risk arises from timing differences in the repricings and maturities of interest-earning assets and interest-bearing liabilities (repricing risk), changes in the expected maturities of assets and liabilities arising from embedded options, such as borrowers’ ability to prepay home mortgage loans at any time and depositors’ ability to redeem certificates of deposit before maturity (option risk), changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion (yield curve risk), and changes in spread relationships between different yield curves, such as U.S. Treasuries and LIBOR (basis risk).

An asset sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate higher net interest income, as rates earned on our interest-earning assets would reprice upward more quickly than rates paid on our interest-bearing liabilities, thus expanding our net interest margin. Conversely, a liability sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate lower net interest income, as rates paid on our interest-bearing liabilities would reprice upward more quickly than rates earned on our interest-earning assets, thus compressing our net interest margin.

The Company actively manages its interest rate sensitivity position. The objectives of interest rate risk management are to control exposure of net interest income to risks associated with interest rate movements and to achieve sustainable growth in net interest income. The Company’s ALCO, using policies and procedures approved by the Company’s board of directors, is responsible for the management of the Company’s interest rate sensitivity position. The Company manages interest rate sensitivity by changing the mix, pricing and re-pricing characteristics of its assets and liabilities, through the management of its investment portfolio, its offerings of loan and selected deposit terms and through wholesale funding. Wholesale funding consists of, but is not limited to, multiple sources including borrowings with the FHLB of Chicago, the Federal Reserve Bank of Chicago’s discount window and certificates of deposit from institutional brokers.

The Company uses several tools to manage its interest rate risk including interest rate sensitivity analysis, or gap analysis, market value of portfolio equity analysis, interest rate simulations under various rate scenarios and net interest margin reports. The results of these reports are compared to limits established by the Company’s ALCO policies and appropriate adjustments are made if the results are outside the established limits.

There are an infinite number of potential interest rate scenarios, each of which can be accompanied by differing economic/political/regulatory climates; can generate multiple differing behavior patterns by markets, borrowers, depositors, etc.; and, can last for varying degrees of time. Therefore, by definition, interest rate risk sensitivity cannot be predicted with certainty. Accordingly, the Company’s interest rate risk measurement philosophy focuses on maintaining an appropriate balance between theoretical and practical scenarios; especially given the primary objective of the Company’s overall asset/liability management process is to facilitate meaningful strategy development and implementation.

Therefore, we model a set of interest rate scenarios capturing the financial effects of a range of plausible rate scenarios; the collective impact of which will enable the Company to clearly understand the nature and extent of its sensitivity to interest rate changes. Doing so necessitates an assessment of rate changes over varying time horizons and of varying/sufficient degrees such that the impact of embedded options within the balance sheet are sufficiently examined.

The following tables demonstrate the annualized result of an interest rate simulation and the estimated effect that a parallel interest rate shift, or “shock,” in the yield curve and subjective adjustments in deposit pricing might have on the Company’s projected net interest income over the next 12 months.

This simulation assumes that there is no growth in interest-earning assets or interest-bearing liabilities over the next 12 months. The changes to net interest income shown below are in compliance with the Company’s policy guidelines.

60

Table of Contents

As of June 30, 2020:

Change in Interest Rates (in

    

Percentage Change in

 

Basis Points)

 

Net Interst Income

+400

 

8.2

%

+300

 

7.5

%

+200

 

6.7

%

+100

 

4.1

%

(100)

 

(3.5)

%

As of December 31, 2019:

Change in Interest Rates (in

    

Percentage Change in

 

Basis Points)

Net Interst Income

 

+400

 

(0.6)

%

+300

 

(0.4)

%

+200

 

(0.2)

%

+100

 

0.0

%

(100)

 

(1.1)

%

Economic Value of Equity Analysis. We also analyze the sensitivity of the Company’s financial condition to changes in interest rates through our economic value of equity model. This analysis measures the difference between estimated changes in the present value of the Company’s assets and estimated changes in the present value of the Company’s liabilities assuming various changes in current interest rates. The Company’s economic value of equity analysis as of June 30, 2020 estimated that, in the event of an instantaneous 200 basis point increase in interest rates, the Company would experience a 15.26% increase in the economic value of equity. At the same date, our analysis estimated that, in the event of an instantaneous 100 basis point decrease in interest rates, the Company would experience a 1.43% decrease in the economic value of equity. The estimates of changes in the economic value of our equity require us to make certain assumptions including loan and mortgage-related investment prepayment speeds, reinvestment rates, and deposit maturities and decay rates. These assumptions are inherently uncertain and, as a result, we cannot precisely predict the impact of changes in interest rates on the economic value of our equity. Although our economic value of equity analysis provides an indication of our interest rate risk exposure at a particular point in time, such estimates are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on the economic value of our equity and will differ from actual results.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), undertook an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report, and, based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report, in recording, processing, summarizing and reporting in a timely manner the information that the Company is required to disclose in its reports under the Exchange Act and in accumulating and communicating to the Company’s management, including the Company’s CEO and CFO, such information as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

No changes were made to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended June 30, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

61

Table of Contents

PART II. OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS

We are a party to various litigation in the normal course of business. Management, after consulting with our legal counsel, believes that any liability resulting from litigation will not have a material effect on our financial position, results of operations or liquidity.

ITEM 1A.     RISK FACTORS

Additional information regarding risk factors appears in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements” of this Form 10-Q and in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019. There have been no material changes during the quarterly period ended June 30, 2020 to the risk factors previously disclosed in the Company’s Annual Report.

ITEM 2.       UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)None.
(b)None.
(c)None.

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.       MINE SAFETY DISCLOSURES

None.

ITEM 5.       OTHER INFORMATION

None

62

Table of Contents

ITEM 6.       EXHIBITS

Exhibit Index

Exhibit Number

Description

31.1

Rule 13a-14(a) Certification of Chief Executive Officer*

31.2

Rules 13a-14(a) Certification of Chief Financial Officer*

32.1

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer**

101 INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

*            Filed herewith.

**          Furnished herewith.

63

Table of Contents

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.

BANK FIRST CORPORATION

DATE:

August 7, 2020

BY:

/s/Kevin M. LeMahieu

Kevin M. LeMahieu

Chief Financial Officer

(Principal Financial and Accounting Officer)

64