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Finward Bancorp - Quarter Report: 2022 March (Form 10-Q)

fnwd20220331_10q.htm
 

 

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 March 31, 2022 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: 0-26128

 

Finward Bancorp

(Exact name of registrant as specified in its charter)

 

Indiana35-1927981
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
  
9204 Columbia Avenue, Munster, Indiana 46321
(Address of principal executive offices)(ZIP code)

 

Registrant's telephone number, including area code: (219) 836‑4400

 

 N/A 
 (Former name, former address and former fiscal year, if changed since last report) 

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, no par value

FNWD

The NASDAQ Stock Market, LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes ☒         No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes ☒         No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☒
Smaller Reporting Company ☒Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes ☐         No ☒

 

There were 4,294,709 shares of the registrant’s Common Stock, without par value, outstanding at May 16, 2022.

 

 

 
 

 

 

Finward Bancorp

Index

 

 

 

Page
 

Number

PART I. Financial Information

 
   

Item 1. Unaudited Financial Statements and Notes

1

   

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

27

   

Item 3. Quantitative and Qualitative Disclosures about Market Risk

38

   

Item 4. Controls and Procedures

38

   

PART II. Other Information

39

   

SIGNATURES

40

   

EXHIBITS

 

31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

 

31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

 

32.1 Section 1350 Certifications

 

101 XBRL Interactive Data File

 

 

 

 

 

Part I Financial Information

Item 1. Financial Statements

 

 

 

Finward Bancorp

Consolidated Balance Sheet

 

  

March 31, 2022

  December 31, 

(Dollars in thousands)

 (unaudited)  

2021

 
         

ASSETS

        
         

Cash and non-interest bearing deposits in other financial institutions

 $21,262  $12,725 

Interest bearing deposits in other financial institutions

  31,420   19,987 

Federal funds sold

  1,819   464 
         

Total cash and cash equivalents

  54,501   33,176 
         

Certificates of deposit in other financial institutions

  1,731   1,709 
         

Securities available-for-sale

  464,320   526,889 

Loans held-for-sale

  1,420   4,987 

Loans receivable, net of deferred fees and costs

  1,439,728   966,720 

Less: allowance for loan losses

  (13,387)  (13,343)

Net loans receivable

  1,426,341   953,377 

Federal Home Loan Bank stock

  3,038   3,247 

Accrued interest receivable

  7,427   5,444 

Premises and equipment

  45,773   31,385 

Cash value of bank owned life insurance

  31,378   31,440 

Goodwill

  22,774   11,109 

Other intangible assets

  5,998   3,126 

Other assets

  33,144   14,854 
         

Total assets

 $2,097,845  $1,620,743 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

        
         

Deposits:

        

Non-interest bearing

 $380,515  $295,294 

Interest bearing

  1,514,696   1,138,907 

Total

  1,895,211   1,434,201 

Repurchase agreements

  23,239   14,581 

Borrowed funds

  5   - 

Accrued expenses and other liabilities

  21,753   15,346 
         

Total liabilities

  1,940,208   1,464,128 
         

Commitments and contingencies

        
         

Stockholders' Equity:

        

Preferred stock, no par or stated value; 10,000,000 shares authorized, none outstanding

  -   - 

Common stock, no par or stated value; 10,000,000 shares authorized; shares issued and outstanding: March 31, 2022 - 4,294,136 December 31, 2021 - 3,480,701

  -   - 

Additional paid-in capital

  68,386   30,430 

Accumulated other comprehensive (loss) income

  (33,462)  4,276 

Retained earnings

  122,713   121,909 
         

Total stockholders' equity

  157,637   156,615 
         

Total liabilities and stockholders' equity

 $2,097,845  $1,620,743 

 

See accompanying notes to consolidated financial statements.

 

1

 
 

 

Finward Bancorp

Consolidated Statements of Income

(unaudited)

 

(Dollars in thousands)

 

Quarter Ended March 31,

 
   

2022

   

2021

 

Interest income:

               

Loans receivable

  $ 13,286     $ 10,746  

Securities

    2,597       1,961  

Other interest earning assets

    11       20  
                 

Total interest income

    15,894       12,727  
                 

Interest expense:

               

Deposits

    337       651  

Repurchase agreements

    16       10  

Borrowed funds

    6       20  
                 

Total interest expense

    359       681  
                 

Net interest income

    15,535       12,046  

Provision for loan losses

    -       578  
                 

Net interest income after provision for loan losses

    15,535       11,468  
                 

Noninterest income:

               

Fees and service charges

    1,304       1,066  

Gain on sale of loans held-for-sale, net

    607       2,049  

Wealth management operations

    595       607  

Gain on sale of securities, net

    381       417  

Increase in cash value of bank owned life insurance

    252       169  

Gain (loss) on sale of foreclosed real estate

    -       (9 )

Other

    5       14  
                 

Total noninterest income

    3,144       4,313  
                 

Noninterest expense:

               

Compensation and benefits

    7,367       5,685  

Data processing

    3,054       674  

Occupancy and equipment

    1,500       1,372  

Marketing

    651       199  

Federal deposit insurance premiums

    219       180  

Other

    3,478       2,383  
                 

Total noninterest expense

    16,269       10,493  
                 

Income before income tax expenses

    2,410       5,288  

Income tax expenses

    275       745  
                 

Net income

  $ 2,135     $ 4,543  
                 

Earnings per common share:

               

Basic

  $ 0.53     $ 1.31  

Diluted

  $ 0.53     $ 1.31  
                 

Dividends declared per common share

  $ 0.31     $ 0.31  

 

See accompanying notes to consolidated financial statements.

 

2

 
 

 

Finward Bancorp

Consolidated Statements of Comprehensive Income (Loss)

(unaudited)

 

(Dollars in thousands)

 

Three Months Ended March 31,

 
   

2022

   

2021

 
                 

Net income

  $ 2,135     $ 4,543  
                 

Net change in net unrealized gains and losses on securities available-for-sale:

               

Unrealized loss arising during the period

    (47,389 )     (7,761 )

Less: reclassification adjustment for gains included in net income

    (381 )     (417 )

Net securities loss during the period

    (47,770 )     (8,178 )

Tax effect

    10,032       1,717  

Other comprehensive loss, net of tax

    (37,738 )     (6,461 )
                 

Comprehensive loss, net of tax

    (35,603 )     (1,918 )
 

 

See accompanying notes to consolidated financial statements.

 

Finward Bancorp

Consolidated Statements of Changes in Stockholder's Equity

(unaudited)

 

          

Accumulated

         
      

Additional

  

Other

         
  

Common

  

Paid-in

  

Comprehensive

  

Retained

  

Total

 

(Dollars in thousands, except per share data)

 

Stock

  

Capital

  

(Loss)/Income

  

Earnings

  

Equity

 
                     
                     

Balance at January 1, 2021

 $-  $29,987  $10,441  $111,261  $151,689 
                     

Net income

  -   -   -   4,543   4,543 

Other comprehensive loss, net of tax

  -   -   (6,461)  -   (6,461)

Net surrender value of 1,711 restricted stock awards

  -   (68)  -   -   (68)

Stock-based compensation expense

  -   146   -   -   146 

Cash dividends, $0.31 per share

  -   -   -   (1,079)  (1,079)
                     

Balance at March 31, 2021

 $-  $30,065  $3,980  $114,725  $148,770 
                     

Balance at January 1, 2022

 $-  $30,430  $4,276  $121,909  $156,615 
                     

Net income

  -   -   -   2,135   2,135 

Other comprehensive loss, net of tax

  -   -   (37,738)  -   (37,738)

Net surrender value of 2,336 restricted stock awards

  -   (115)  -   -   (115)

Stock-based compensation expense

  -   169   -   -   169 

Issuance of 795,423 shares at $47.75 per share, for acquisition of Royal Financial, Inc.

  -   37,902   -   -   37,902 

Cash dividends, $0.31 per share

  -   -   -   (1,331)  (1,331)
                     

Balance at March 31, 2022

 $-  $68,386  $(33,462) $122,713  $157,637 

 

See accompanying notes to consolidated financial statements.

 

3

 
 

 

Finward Bancorp

Consolidated Statements of Cash Flows

(unaudited)

 

(Dollars in thousands)

 

Three months ended March 31,

 
   

2022

   

2021

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net income

  $ 2,135     $ 4,543  

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

               

Origination of loans for sale

    (15,664 )     (49,083 )

Sale of loans originated for sale

    19,760       57,876  

Depreciation and amortization, net of accretion

    1,191       1,043  

Stock based compensation expense

    169       146  

Gain on sale of securities, net

    (381 )     (417 )

Gain on sale of loans held-for-sale, net

    (582 )     (2,026 )

Loss on sale of foreclosed real estate

    -       9  

Gain on cash value of bank owned life insurance

    (252 )     (169 )

Gain on derivatives

    (25 )     (23 )

Provision for loan losses

    -       578  

Net change in:

               

Interest receivable

    (1,983 )     (284 )

Other assets

    1,504       2,643  

Accrued expenses and other liabilities

    (5,150 )     1,558  

Net cash provided by operating activities

    722       16,394  
                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Proceeds from maturities of certificates of deposit in other financial institutions

    223       423  

Proceeds from maturities and pay downs of securities available-for-sale

    9,225       27,287  

Proceeds from sales of securities available-for-sale

    16,236       6,904  

Purchase of securities available-for-sale

    (10,724 )     (54,540 )

Proceeds from bank owned life insurance

    314       -  

Net change in loans receivable

    (20,094 )     (4,331 )

Proceeds of Federal Home Loan Bank Stock

    1,512       -  

Purchase of loans receivable

    (2,113 )     (2,989 )

Purchase of premises and equipment, net

    (1,219 )     (379 )

Proceeds from sale of foreclosed real estate

    -       48  

Cash and cash equivalents from acquisition activity, net

    33,799       -  

Net cash provided by (used in) investing activities

    27,159       (27,577 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Change in deposits

    (14,025 )     64,355  

Repayment of FHLB advances

    -       (6,000 )

Net surrender value of restricted stock awards

    (115 )     (68 )

Change in repurchase agreements and other borrowed funds

    8,663       2,057  

Dividends paid

    (1,079 )     (1,074 )

Net cash (used in) provided by financing activities

    (6,556 )     59,270  

Net change in cash and cash equivalents

    21,325       48,087  

Cash and cash equivalents at beginning of period

    33,176       19,922  

Cash and cash equivalents at end of period

  $ 54,501     $ 68,009  
                 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

               

Cash paid during the period for:

               

Interest

  $ 339     $ 690  

Acquisition activity:

               

Fair value of assets acquired, including cash and cash equivalents

  $ 528,083     $ -  

Value of goodwill and other intangible assets

    14,884       -  

Fair value of liabilities assumed

    486,340       -  

Cash paid for acquisition

    18,725       -  

Issuance of common stock for acquisition

    37,902       -  

Noncash activities:

               

Dividends declared not paid

    1,331       1,079  

Securities purchased not settled

    -       1,765  

 

See accompanying notes to consolidated financial statements.

 

4

 

Finward Bancorp

Notes to Consolidated Financial Statements

(unaudited)

 

 

Note 1 - Basis of Presentation

The consolidated financial statements include the accounts of Finward Bancorp (the “Bancorp” or “FNWD”), its wholly-owned subsidiaries NWIN Risk Management, Inc. (a captive insurance subsidiary) and Peoples Bank (the “Bank”), and the Bank’s wholly-owned subsidiaries, Peoples Service Corporation, NWIN, LLC, NWIN Funding, Incorporated, 1683 Real Estate LLC, and Columbia Development Company, LLC. The Bancorp’s business activities include being a holding company for the Bank as well as a holding company for NWIN Risk Management, Inc. The Bancorp’s earnings are primarily dependent upon the earnings of the Bank. The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures required by U.S. generally accepted accounting principles for complete presentation of consolidated financial statements. In the opinion of management, the consolidated financial statements contain all adjustments necessary to present fairly the consolidated balance sheets of the Bancorp as of March 31, 2022, and December 31, 2021, and the consolidated statements of income, comprehensive income (loss), changes in stockholders’ equity, and consolidated statements of cash flows for the three months ended March 31, 2022, and 2021. The income reported for the three month period ended March 31, 2022, is not necessarily indicative of the results to be expected for the full year.

 

The Notes to the Consolidated Financial Statements appearing in Finward Bancorp’s Annual Report on Form 10-K (2021 Annual Report), which include descriptions of significant accounting policies, should be read in conjunction with these interim financial statements. The Consolidated Balance Sheet at December 31, 2021 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on net income.

 

Revision of Previously Issued Financial Statements

 

We have revised amounts reported in previously issued financial statements for the periods presented in this Quarterly Report on Form 10-Q related to immaterial errors discovered during the second quarter of 2021. The errors relate to certain deferred costs booked related to our manufactured home loan product, which resulted in increased assets and understatements of expense in prior periods.

 

We evaluated the aggregate effects of the errors to our previously issued financial statements in accordance with SEC Staff Accounting Bulletins No. 99 and No. 108 and, based upon quantitative and qualitative factors, determined that the errors were not material to the previously issued financial statements and disclosures included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021.

 

5

 

The following tables present the revisions to the line items of our previously issued financial statements to reflect the correction of the errors:

 

Consolidated Statement of Income

 

For the three months ending March 31, 2021

 

As Reported

  

Adjustment

  

As Revised

 

Compensation and benefits

 $5,530  $155  $5,685 

Total noninterest expense

  10,338   155   10,493 

Income before income tax expense

  5,443   (155)  5,288 

Income tax expenses

  764   (19)  745 

Net income

  4,679   (136)  4,543 

Earnings per common share:

            

Basic

  1.35   (0.04)  1.31 

Diluted

  1.35   (0.04)  1.31 

 

Consolidated Statements of Comprehensive Income (Loss)

 

For the three months ending March 31, 2021

 

As Reported

  

Adjustment

  

As Revised

 

Net income

 $4,679  $(136) $4,543 

Comprehensive income, net of tax

  (1,782)  (136)  (1,918)

 

Consolidated Statements of Changes in Stockholders' Equity

 

Balance at January 1, 2021

 

As Reported

  

Adjustment

  

As Revised

 

Retained earnings

 $112,494  $(1,233) $111,261 

Total equity

  152,922   (1,233)  151,689 
             

For the three months ending March 31, 2021

            

Net income

  4,679   (136)  4,543 

Retained earnings

  116,094   (1,369)  114,725 

Total equity

  150,139   (1,369)  148,770 

 

Consolidated Statements of Cash Flows

 

For the three months ending March 31, 2021

 

As Reported

  

Adjustment

  

As Revised

 

Net income

 $4,679  $(136) $4,543 

Net change in other assets

  2,662   (19)  2,643 

Net cash - operating activities

  16,549   (155)  16,394 

Net change in loan

  (4,486)  155   (4,331)

Net cash - investing activities

  (27,732)  155   (27,577)

 

 

Note 2 - Use of Estimates

Preparing financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period, as well as the disclosures provided. Actual results could differ from those estimates. Estimates associated with the allowance for loan losses, fair values of foreclosed real estate, loan servicing rights, investment securities, deferred tax assets, goodwill, and the status of contingencies are particularly susceptible to material change in the near term.

 

 

Note 3 - Acquisition Activity

On January 31, 2022, Finward Bancorp (“Finward”) completed its previously announced acquisition of Royal Financial, Inc., a Delaware corporation (“RYFL”), pursuant to an Agreement and Plan of Merger dated July 28, 2021 (the “Merger Agreement”) between Finward and RYFL. The stockholders of both Finward and RYFL approved the Merger Agreement at the respective stockholder meetings of the companies held on December 13, 2021. Pursuant to the Merger Agreement, RYFL merged with and into Finward, with Finward as the surviving corporation (the “Merger”), and Royal Savings Bank, an Illinois state-chartered savings bank and wholly-owned subsidiary of RYFL, merged with and into Peoples Bank, the wholly-owned Indiana state-chartered commercial bank subsidiary of Finward, with Peoples Bank as the surviving bank.

 

Under the terms of the merger agreement, RYFL stockholders who owned 101 or more shares of RYFL common stock were permitted to elect to receive either 0.4609 shares of Finward common stock or $20.14 in cash, or a combination of both, for each share of RYFL common stock owned, subject to proration and allocation provisions such that 65% of the shares of RYFL common stock outstanding immediately prior to the closing of the merger were converted into the right to receive shares of Finward common stock and the remaining 35% of the outstanding RYFL shares were converted into the right to receive cash. Stockholders holding less than 101 shares of RYFL common stock received fixed consideration of $20.14 in cash per share and no stock consideration.

 

6

 

As a result of RYFL stockholder stock and cash elections and the related allocation and proration provisions of the merger agreement, Finward issued 795,423 shares of its common stock and paid cash consideration of approximately $18.7 million in the Merger. Based on the January 28, 2022, closing price of $47.75 per share of Finward common stock, the transaction had an implied valuation of approximately $56.7 million. In connection with the acquisition, Robert W. Youman, was appointed to the boards of directors of Finward and Peoples Bank effective as of the closing of the Merger. RYFL had a home office and eight branch offices in Cook County and DuPage County, Illinois. The acquisition has further expanded the Bank’s banking center network in Cook County and DuPage County, Illinois.

 

Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition. Based on the valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on estimates and assumptions that are subject to change, the final purchase price for the Royal acquisition is allocated as follows:

 

ASSETS

    

LIABILITIES

    

Cash and due from banks

 $52,524 

Deposits

    

Investment securities, available for sale

  - 

Non-interest bearing

 $32,095 

Certificate of deposit in other financial institutions

  245 

NOW accounts

  63,639 
     

Savings and money market

  184,149 

Total Loans

  450,757 

Certificates of deposits

  195,153 
     

Total Deposits

  475,036 

Premises and equipment, net

  13,848      

FHLB stock

  1,303 

Interest payable

  75 

Goodwill

  11,664 

Other liabilities

  11,228 

Core deposit intangible

  3,220      

Interest receivable

  1,836      

Other assets

  7,569      

Total assets purchased

 $542,966      

Common shares issued

  37,902      

Cash paid

  18,725      

Total purchase price

 $56,627 

Total liabilities assumed

 $486,339 

 

Final estimates of fair value on the date of acquisition have not been finalized yet. Prior to the end of the one-year measurement period for finalizing the purchase price allocation, if information becomes available which would indicate adjustments are required to the purchase price allocation, such adjustments will be included in the purchase price allocation prospectively. If any adjustments are made to the preliminary assumptions (provisional amounts), disclosures will be made in the notes to the financial statements of the amounts recorded in the current period earnings by line item that have been recorded in previous reporting periods as if the adjustments to the provisional amounts had been recognized as of the acquisition date.

 

Goodwill of approximately $11.7 million, which is the excess of the acquisition consideration over the fair value of net assets acquired, is expected to be recorded in the RYFL acquisition and is the result of expected operational synergies and other factors. This goodwill is not expected to be deductible for tax purposes. To the extent that management revises any of the above fair value adjustments as a result of its continuing evaluation, the amount of goodwill recorded in the RYFL acquisition will change.

 

Gross loans acquired during the RYFL transaction totaled $456.7 million. As of the three months ended March 31, 2022, the remaining outstanding principal of loans directly related to the RYFL acquisition total $443.8 million, of which $6.1 million are expected to be uncollectable.

 

Revenue, excluding all purchase accounting adjustments, attributed to RYFL totaled $3.2 million for the three months ended March 31, 2022.

 

7

 

The following pro-forma and earnings (unaudited) of the combined company are presented as if the RYFL merger had occurred on January 1, 2022 and January 1, 2021:

 

  

For the three months ended

  

For the three months ended

 

(in thousands)

 

March 31, 2022

  

March 31, 2021

 

Selected Financial Data

        

Interest income

 $17,589  $17,391 

Interest expense

  (460)  (1,191)

Recovery of (provision for) loan losses

  -   (278)

Non-interest income

  3,283   4,516 

Non-interest expense (1)

  (14,397)  (12,945)

Income before provision for income taxes

  6,015   7,493 

Income tax expense

  (1,032)  (1,173)

Net income

 $4,983  $6,320 
         

Earnings per common share:

        

Basic

 $1.24  $1.82 

Diluted

 $1.24  $1.82 

 

(1)

Excludes $2.9 million in pre-tax merger expenses for the three months ended March 31, 2022.

 

As of the three months ended March 31, 2022, the Bancorp has recorded $2.9 million in pretax one-time merger expenses related to the RYFL acquisition, these expenses have been allocated to the following non-interest expense line items within the income statement:

 

  

Three months ended

 

Noninterest expense:

 

March 31, 2022

 

Compensation and benefits

 $132 

Data processing

  1,929 

Marketing

  135 

Other

  656 
     

Period merger expense

 $2,852 

 

8

 

 

 

Note 4 - Securities

The estimated fair value of available-for-sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income were as follows:

 

  

(Dollars in thousands)

 
      

Gross

  

Gross

  

Estimated

 
  

Cost

  

Unrealized

  

Unrealized

  

Fair

 
  

Basis

  

Gains

  

Losses

  

Value

 

March 31, 2022

                

U.S. government sponsored entities

 $8,883  $-  $(681) $8,202 

U.S. treasury securities

  199   -   -   199 

Collateralized mortgage obligations and residential mortgage-backed securities

  178,431   45   (14,353)  164,123 

Municipal securities

  317,000   1,727   (27,903)  290,824 

Collateralized debt obligations

  2,173   -   (1,201)  972 

Total securities available-for-sale

 $506,686  $1,772  $(44,138) $464,320 

 

  

(Dollars in thousands)

 
      

Gross

  

Gross

  

Estimated

 
  

Cost

  

Unrealized

  

Unrealized

  

Fair

 
  

Basis

  

Gains

  

Losses

  

Value

 

December 31, 2021

                

U.S. government sponsored entities

 $8,883  $-  $(214) $8,669 

U.S. treasury securities

  400   -   -   400 

Collateralized mortgage obligations and residential mortgage-backed securities

  187,279   961   (3,539)  184,701 

Municipal securities

  322,750   9,904   (527)  332,127 

Collateralized debt obligations

  2,173   -   (1,181)  992 

Total securities available-for-sale

 $521,485  $10,865  $(5,461) $526,889 

 

The estimated fair value of available-for-sale debt securities at March 31, 2022, by contractual maturity, were as follows. Securities not due at a single maturity date, primarily collateralized mortgage obligations and residential mortgage-backed securities, are shown separately.

 

  

(Dollars in thousands)

 
  

Available-for-sale

 
      

Estimated

 
  

Cost

  

Fair

 

March 31, 2022

 

Basis

  

Value

 

Due in one year or less

 $389  $390 

Due from one to five years

  1,759   1,763 

Due from five to ten years

  30,204   29,468 

Due over ten years

  295,903   268,576 

Collateralized mortgage obligations and residential mortgage-backed securities

  178,431   164,123 

Total

 $506,686  $464,320 

 

9

 

The contractual maturities and weighted average yields for the U.S. government securities, agency securities, municipal securities, and trust preferred securities at March 31, 2022, are summarized in the table below. Securities not due at a single maturity date, such as mortgage-backed securities and collateralized mortgage obligations are not included in the following table. The carrying values are stated in thousands (000’s).

 

The weighted average yields were calculated by multiplying each carrying value by its yield and dividing the sum of these results by the total carrying values. Yields presented are not on a tax-equivalent basis.

 

  

Within 1 Year

  

1 - 5 Years

  

5 - 10 Years

  

After 10 Years

  

Total

 
  

Amount

  

Yield

  

Amount

  

Yield

  

Amount

  

Yield

  

Amount

  

Yield

  

Amount

 

U.S. government sponsored entities:

 $-   0.00% $-   0.00% $8,202   1.00% $-   0.00% $8,202 

AFS

                                    

U.S. treasury securities:

                                    

AFS

  199   0.13%  -   0.00%  -   0.00%  -   0.00%  199 

Municipal Securities:

                                    

AFS

  191   4.84%  1,763   4.13%  21,266   3.56%  267,604   2.87%  290,824 

Trust Preferred Securities:

                                    

AFS

  -   0.00%  -   0.00%  -   0.00%  972   1.57%  972 

Totals

 $390   2.43% $1,763   4.13% $29,468   2.85% $268,576   2.87% $300,197 

 

Sales of available-for-sale securities were as follows for the three months ended:

 

  

(Dollars in thousands)

 
  

March 31,

  

March 31,

 
  

2022

  

2021

 
         

Proceeds

 $16,236  $6,904 

Gross gains

  397   417 

Gross losses

  (16)  - 

 

Accumulated other comprehensive income/(loss) balances, net of tax, related to available-for-sale securities, were as follows:

 

  (Dollars in thousands) 
  

Unrealized
gain/(loss)

 

Ending balance, December 31, 2021

 $4,276 

Current period change

  (37,738)

Ending balance, March 31, 2022

 $(33,462)

 

Securities with market values of approximately $34.8 million and $39.5 million were pledged as of March 31, 2022, and December 31, 2021, respectively, as collateral for repurchase agreements, public funds, and for other purposes as permitted or required by law.

 

10

 

Securities with gross unrealized losses at March 31, 2022, and December 31, 2021, not recognized in income are as follows:

 

  

(Dollars in thousands)

     
  

Less than 12 months

  

12 months or longer

  

Total

  Percentage of 
  

Estimated

      

Estimated

      

Estimated

      

Total Portfolio

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

in Loss

 
  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Position

 

March 31, 2022

                            

U.S. government sponsored entities

 $-  $-  $8,202  $(681) $8,202  $(681)  100.0%

Collateralized mortgage obligations and residential mortgage-backed securities

  99,994   (7,368)  60,792   (6,985)  160,786   (14,353)  98.0%

Municipal securities

  232,220   (27,678)  2,594   (225)  234,814   (27,903)  80.7%

Collateralized debt obligations

  -   -   972   (1,201)  972   (1,201)  100.0%

Total temporarily impaired

 $332,214  $(35,046) $72,560  $(9,092) $404,774  $(44,138)  87.2%

Number of securities

      384       33       417     

 

 

  

(Dollars in thousands)

     
  

Less than 12 months

  

12 months or longer

  

Total

  Percentage of 
  

Estimated

      

Estimated

      

Estimated

      Total Portfolio 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

in Loss

 
  

Value

  

Losses

  

Value

  

Losses

  

Value

  

Losses

  

Position

 

December 31, 2021

                            

U.S. government sponsored entities

 $8,669  $(214) $-  $-  $8,669  $(214)  100.0%

Collateralized mortgage obligations and residential mortgage-backed securities

  126,373   (3,175)  8,109   (364)  134,482   (3,539)  72.8%

Municipal securities

  70,309   (527)  -   -   70,309   (527)  21.2%

Collateralized debt obligations

  -   -   992   (1,181)  992   (1,181)  100.0%

Total temporarily impaired

 $205,351  $(3,916) $9,101  $(1,545) $214,452  $(5,461)  40.7%

Number of securities

      133       5       138     

 

Unrealized losses on securities have not been recognized into income because the securities are of high credit quality or have undisrupted cash flows. Management has the intent and ability to hold those securities for the foreseeable future, and the decline in fair value is largely due to changes in interest rates and volatility in securities markets. The fair values are expected to recover as the securities approach maturity.

 

 

Note 5 - Loans Receivable

 

The Bancorp’s current lending programs are described below:

 

Residential Real Estate. The primary lending activity of the Bancorp has been the granting of conventional mortgage loans to enable borrowers to purchase existing homes, refinance existing homes, or construct new homes. Conventional loans are made up to a maximum of 97% of the purchase price or appraised value, whichever is less. For loans made in excess of 80% of value, private mortgage insurance is generally required in an amount sufficient to reduce the Bancorp’s exposure to 80% or less of the appraised value of the property. Loans insured by private mortgage insurance companies can be made for up to 97% of value. Loans closed with over 20% of equity do not require private mortgage insurance because of the borrower’s level of equity investment.

 

Fixed rate loans currently originated generally conform to Freddie Mac guidelines for loans purchased under the one‑to‑four family program. Loan interest rates are determined based on secondary market yield requirements and local market conditions. Fixed rate mortgage loans with contractual maturities generally exceeding fifteen years and greater may be sold and/or classified as held for sale to control exposure to interest rate risk.

 

The Bancorp’s Adjustable Rate Mortgage Loans (“ARMs”) include offerings that reprice annually or are “Mini-Fixed.” The “Mini‑Fixed” mortgage reprices annually after a one, three, five, seven or ten year period. The ability of the Bancorp to successfully market ARM’s depends upon loan demand, prevailing interest rates, volatility of interest rates, public acceptance of such loans and terms offered by competitors.

 

Home Equity Line of Credit. The Bancorp offers a fixed and variable rate revolving line of credit secured by the equity in the borrower’s home. Both products offer an interest only option where the borrower pays interest only on the outstanding balance each month. Equity lines will typically require a second mortgage appraisal and a second mortgage lender’s title insurance policy. Loans are generally made up to a maximum of 89% of the appraised value of the property less any outstanding liens.

 

Fixed term home improvement and equity loans are made up to a maximum of 85% of the appraised value of the improved property, less any outstanding liens. These loans are offered on both a fixed and variable rate basis with a maximum term of 240 months. All home equity loans are made on a direct basis to borrowers.

 

11

 

Commercial Real Estate and Multifamily Loans. Commercial real estate loans are typically made to a maximum of 80% of the appraised value. Such loans are generally made on an adjustable rate basis. These loans are typically made for terms of 15 to 20 years. Loans with an amortizing term exceeding 15 years normally have a balloon feature calling for a full repayment within seven to ten years from the date of the loan. The balloon feature affords the Bancorp the opportunity to restructure the loan if economic conditions so warrant. Commercial real estate loans include loans secured by commercial rental units, apartments, condominium developments, small shopping centers, owner occupied commercial/industrial properties, hospitality units and other retail and commercial developments.

 

In originating commercial real estate loans, the Bancorp considers the feasibility of the project, the financial strength of the borrowers and lessees, the managerial ability of the borrowers, the location of the project and the economic environment. Management evaluates the debt coverage ratio and analyzes the reliability of cash flows, as well as the quality of earnings. All such loans are made in accordance with well-defined underwriting standards and are generally supported by personal guarantees, which represent a secondary source of repayment.

 

Loans for the construction of commercial properties are generally located within an area permitting physical inspection and regular review of business records. Projects financed outside of the Bancorp’s primary lending area generally involve borrowers and guarantors who are or were previous customers of the Bancorp or projects that are underwritten according to the Bank’s underwriting standards.

 

Construction and Land Development. Construction loans on residential properties are made primarily to individuals and contractors who are under contract with individual purchasers. These loans are personally guaranteed by the borrower. The maximum loan-to-value ratio is 89% of either the current appraised value or the cost of construction, whichever is less. Residential construction loans are typically made for periods of six months to one year.

 

Loans are also made for the construction of commercial properties. All such loans are made in accordance with well-defined underwriting standards. Generally if the loans are not owner occupied, these types of loans require proof of intent to lease and a confirmed end-loan takeout. In general, loans made do not exceed 80% of the appraised value of the property. Commercial construction loans are typically made for periods not to exceed two years or date of occupancy, whichever is less.

 

Commercial Business. Although the Bancorp’s priority in extending various types of commercial business loans changes from time to time, the basic considerations in determining the makeup of the commercial business loan portfolio are economic factors, regulatory requirements and money market conditions. The Bancorp seeks commercial loan relationships from the local business community and from its present customers. Conservative lending policies based upon sound credit analysis governs the extension of commercial credit. The following loans, although not inclusive, are considered preferable for the Bancorp’s commercial loan portfolio: loans collateralized by liquid assets; loans secured by general use machinery and equipment; secured short‑term working capital loans to established businesses secured by business assets; short‑term loans with established sources of repayment and secured by sufficient equity and real estate; and unsecured loans to customers whose character and capacity to repay are firmly established.

 

Consumer Loans. The Bancorp offers consumer loans to individuals for personal, household or family purposes. Consumer loans are either secured by adequate collateral, or unsecured. Unsecured loans are based on the strength of the applicant’s financial condition. All borrowers must meet current underwriting standards. The consumer loan program includes both fixed and variable rate products.

 

Manufactured Homes. The Bancorp purchases fixed rate closed loans from a third party that are subject to Bancorp’s underwriting requirements and secured by manufactured homes. The maturity date on these loans can range up to 25 years. In addition, these loans have a reserve account held at the Bancorp.

 

Government Loans. The Bancorp is permitted to purchase non-rated municipal securities, tax anticipation notes and warrants within the local market area.

 

12

 

Loans receivable are summarized below:

 

(Dollars in thousands)

        
  

March 31, 2022

  

December 31, 2021

 

Loans secured by real estate:

        

Residential real estate

 $444,753  $260,134 

Home equity

  34,284   34,612 

Commercial real estate

  408,375   317,145 

Construction and land development

  150,810   123,822 

Multifamily

  234,267   61,194 

Total loans secured by real estate

  1,272,489   796,907 

Commercial business

  112,396   115,772 

Consumer

  924   582 

Manufactured homes

  38,636   37,887 

Government

  8,176   8,991 

Loans receivable

  1,432,621   960,139 

Add (less):

        

Net deferred loan origination costs

  6,700   6,810 

Undisbursed loan funds

  407   (229)

Loans receivable, net of deferred fees and costs

 $1,439,728  $966,720 

 

(Dollars in thousands)

 

Beginning Balance

  

Charge-offs

  

Recoveries

  

Provisions

  

Ending Balance

 
                     

The Bancorp's activity in the allowance for loan losses, by loan segment, is summarized below for the three months ended March 31, 2022:

 
                     

Allowance for loan losses:

                    

Residential real estate

 $2,480  $-  $21  $(8) $2,493 

Home equity

  357   -   -   (3)  354 

Commercial real estate

  5,515   -   -   15   5,530 

Construction and land development

  2,119   -   -   16   2,135 

Multifamily

  848   -   -   41   889 

Commercial business

  2,009   -   31   (99)  1,941 

Consumer

  15   (10)  2   38   45 

Manufactured homes

  -   -   -   -   - 

Government

  -   -   -   -   - 

Total

 $13,343  $(10) $54  $-  $13,387 

 

The Bancorp's activity in the allowance for loan losses, by loan segment, is summarized below for the three months ended March 31, 2021:

 

Allowance for loan losses:

                    

Residential real estate

 $2,211  $(4) $10  $(41) $2,176 

Home equity

  276   (1)  -   34   309 

Commercial real estate

  5,406   -   -   320   5,726 

Construction and land development

  1,405   -   -   182   1,587 

Multifamily

  626   -   -   54   680 

Commercial business

  2,508   -   8   36   2,552 

Consumer

  26   (6)  4   (7)  17 

Manufactured homes

  -   -   -   -   - 

Government

  -   -   -   -   - 

Total

 $12,458  $(11) $22  $578  $13,047 

 

13

 

A deferred cost reserve is maintained for the portfolio of manufactured home loans that have been purchased. This reserve is available for use for manufactured home loan nonperformance and costs associated with nonperformance. If the segment performs in line with expectation, the deferred cost reserve is paid as an origination cost to the third party originator of the loan. The unamortized balance of the deferred cost reserve totaled $5.5 million and $5.8 million as of March 31, 2022 and December 31, 2021, respectively, and is included in net deferred loan origination fees and costs.

 

The Bancorp's impairment analysis is summarized below:

 

  

Ending Balances

 
                         

(Dollars in thousands)

 

Individually evaluated for impairment reserves

  

Collectively evaluated for impairment reserves

  

Loan receivables

  

Individually evaluated for impairment

  

Purchased credit impaired individually evaluated for impairment

  

Collectively evaluated for impairment

 
                         

The Bancorp's allowance for loan losses impairment evaluation and loan receivables are summarized below at March 31, 2022:

         
                         

Residential real estate

 $17  $2,476  $444,753  $753  $2,908  $441,092 

Home equity

  4   350   34,284   135   134   34,015 

Commercial real estate

  440   5,090   408,375   1,496   2,965   403,914 

Construction and land development

  -   2,135   150,810   -   804   150,006 

Multifamily

  -   889   234,267   -   3,302   230,965 

Commercial business

  259   1,682   112,396   501   1,061   110,834 

Consumer

  -   45   924   -   21   903 

Manufactured homes

  -   -   38,636   -   -   38,636 

Government

  -   -   8,176   -   -   8,176 

Total

 $720  $12,667  $1,432,621  $2,885  $11,195  $1,418,541 

 

The Bancorp's allowance for loan losses impairment evaluation and loan receivables are summarized below at December 31, 2021:

 

Residential real estate

 $17  $2,463  $260,134  $755  $1,016  $258,363 

Home equity

  4   353   34,612   147   137   34,328 

Commercial real estate

  386   5,129   317,145   1,600   -   315,545 

Construction and land development

  -   2,119   123,822   -   -   123,822 

Multifamily

  -   848   61,194   -   556   60,638 

Commercial business

  277   1,732   115,772   524   1,073   114,175 

Consumer

  -   15   582   -   -   582 

Manufactured homes

  -   -   37,887   -   -   37,887 

Government

  -   -   8,991   -   -   8,991 

Total

 $684  $12,659  $960,139  $3,026  $2,782  $954,331 

 

14

 

The Bancorp's credit quality indicators are summarized below at March 31, 2022 and December 31, 2021:

 

  

Credit Exposure - Credit Risk Portfolio By Creditworthiness Category

 
  

March 31, 2022

 

(Dollars in thousands)

 1-6  7  8     
                 

Loan Segment

 

Pass

  

Special mention

  

Substandard

  

Total

 

Residential real estate

 $435,814  $2,308  $6,631  $444,753 

Home equity

  33,234   415   635   34,284 

Commercial real estate

  390,533   11,391   6,451   408,375 

Construction and land development

  146,407   4,403   -   150,810 

Multifamily

  229,705   1,532   3,030   234,267 

Commercial business

  108,605   3,395   396   112,396 

Consumer

  924   -   -   924 

Manufactured homes

  38,577   59   -   38,636 

Government

  8,176   -   -   8,176 

Total

 $1,391,975  $23,503  $17,143  $1,432,621 

 

 

  

December 31, 2021

 

(Dollars in thousands)

 1-6  7  8     
                 

Loan Segment

 

Pass

  

Special mention

  

Substandard

  

Total

 

Residential real estate

 $253,472  $2,940  $3,722  $260,134 

Home equity

  33,565   415   632   34,612 

Commercial real estate

  301,572   12,011   3,562   317,145 

Construction and land development

  120,192   3,630   -   123,822 

Multifamily

  60,657   153   384   61,194 

Commercial business

  113,470   1,915   387   115,772 

Consumer

  582   -   -   582 

Manufactured homes

  37,828   59   -   37,887 

Government

  8,991   -   -   8,991 

Total

 $930,329  $21,123  $8,687  $960,139 

 

The Bancorp has established a standard loan grading system to assist management, lenders and review personnel in their analysis and supervision of the loan portfolio. The use and application of these grades by the Bancorp is uniform and conforms to regulatory definitions. The loan grading system is as follows:

 

1 Superior Quality

Loans in this category are substantially risk free. Loans fully collateralized by a Bank certificate of deposit or Bank deposits with a hold are substantially risk free.

 

2 Excellent Quality

The borrower generates excellent and consistent cash flow for debt coverage, excellent average credit scores, excellent liquidity and net worth and are reputable operators with over 15 years experience. Current and debt to tangible net worth ratios are excellent. Loan to value is substantially below policy and collateral condition is excellent.

 

3 Great Quality

The borrower generates more than sufficient cash flow to fund debt service and cash flow is improving. Average credit scores are very strong. Operators are reputable with significant years of experience. Liquidity, net worth, current and debt to tangible net worth ratios are very strong. Loan to value is significantly below policy and collateral condition is significantly above average.

 

15

 

4 Above Average Quality

The borrower generates more than sufficient cash flow to fund debt service but cash flow trends may be stable or slightly declining. Average credit scores are strong. The borrower is a reputable operator with many years of experience. Liquidity, net worth, current and debt to tangible net worth ratios are strong. Loan to value is below policy and collateral condition is above average.

 

5 Average Quality

Borrowers are considered creditworthy and can repay the debt in the normal course of business, however, cash flow trends may be inconsistent or fluctuating. Average credit scores are satisfactory and years of experience is acceptable. Liquidity and net worth are satisfactory. Current and debt to tangible net worth ratios are average. Loan to value is slightly below policy and the collateral condition is slightly above average.

 

6 Pass

Borrowers are considered credit worthy but financial condition may show signs of weakness due to internal or external factors. Cash flow trends may be declining annually. Average credit scores may be low but remain acceptable. Borrower has limited years of experience. Liquidity, net worth, current and debt to tangible net worth ratios are below average. Loan to value is nearing policy limits and collateral condition is average.

 

7 Special Mention

A special mention asset has identified weaknesses that deserve Management’s close attention. If left uncorrected, these weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. There is still adequate protection by the current sound worth and paying capacity of the obligor or of the collateral pledged. The Special Mention rating is viewed as transitional and will be monitored closely.

 

Loans in this category may exhibit some of the following risk factors. Cash flow trends may be consistently declining or may be questionable. Debt coverage ratios may be at or near 1:1. Average credit scores may be very weak or the borrower may have minimal years of experience. Liquidity, net worth, current and debt to tangible net worth ratios may be very weak. Loan to value may be at policy limits or may exceed policy limits. Collateral condition may be below average.

 

8 Substandard

This classification consists of loans which are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged. Financial statements normally reveal some or all of the following: poor trends, lack of earnings and cash flow, excessive debt, lack of liquidity, and the absence of creditor protection. Loans are still considered collectible, but due to increased risks and defined weaknesses of the credit, some loss could be incurred in collection if the deficiencies are not corrected.

 

9 Doubtful

Such loans have been placed on nonaccrual status and may be heavily dependent upon collateral possessing a value that is difficult to determine or based upon some near-term event which lacks clear certainty. These loans have all of the weaknesses of those classified as Substandard; however, based on existing conditions, these weaknesses make full collection of the principal balance highly improbable.

 

10 Loss

Loans that are considered uncollectible and of such little value that continuing to carry them as assets is not warranted.

 

Performing loans are loans that are paying as agreed and are approximately less than ninety days past due on payments of interest and principal.

 

During the three months ending March 31, 2022, four residential real estate loans totaling $194 thousand and one home equity loan totaling $7 thousand, were modified to include deferral of principal resulting troubled debt restructuring classification. During the three months ending March 31, 2021, two residential real estate loans to one customer totaling $150 thousand were modified to included deferral of principal resulting troubled debt restructuring classification. One residential real estate trouble debt restructuring loan totaling $39 thousand had subsequently defaulted during the three months ending March 31, 2021. All of the loans classified as troubled debt restructurings are also considered impaired. The valuation basis for the Bancorp’s troubled debt restructurings is based on the present value of cash flows, unless consistent cash flows are not present, then the fair value of the collateral securing the loan is the basis for valuation.

 

16

 

The Bancorp's individually evaluated impaired loans are summarized below:

 

(Dollars in thousands)

             

For the three months ended

 

(unaudited)

 

As of March 31, 2022

  

March 31, 2022

 
  

Recorded Investment

  

Unpaid Principal Balance

  

Related Allowance

  

Average Recorded Investment

  

Interest Income Recognized

 

With no related allowance recorded:

                    

Residential real estate

 $3,575  $5,070  $-  $2,629  $30 

Home equity

  248   263   -   255   7 

Commercial real estate

  3,610   3,722   -   2,188   10 

Construction and land development

  804   920   -   460   - 

Multifamily

  3,302   4,241   -   2,036   - 

Commercial business

  1,247   1,363   -   1,226   15 

Consumer

  21   21   -   11   - 

Manufactured homes

  -   -   -   -   - 

Government

  -   -   -   -   - 
                     

With an allowance recorded:

                    

Residential real estate

 $86  $86  $17  $87  $3 

Home equity

  21   21   4   22   1 

Commercial real estate

  851   852   440   843   - 

Construction and land development

  -   -   -   -   - 

Multifamily

  -   -   -   -   - 

Commercial business

  315   377   259   354   16 

Consumer

  -   -   -   -   - 

Manufactured homes

  -   -   -   -   - 

Government

  -   -   -   -   - 
                     

Total:

                    

Residential real estate

 $3,661  $5,156  $17  $2,716  $33 

Home equity

 $269  $284  $4  $277  $8 

Commercial real estate

 $4,461  $4,574  $440  $3,031  $10 

Construction & land development

 $804  $920  $-  $460  $- 

Multifamily

 $3,302  $4,241  $-  $2,036  $- 

Commercial business

 $1,562  $1,740  $259  $1,580  $31 

Consumer

 $21  $21  $-  $11  $- 

Manufactured homes

 $-  $-  $-  $-  $- 

Government

 $-  $-  $-  $-  $- 

 

17

 
              

For the three months ended

 
  

As of December 31, 2021

  

March 31, 2021

 

(Dollars in thousands)

 

Recorded Investment

  

Unpaid Principal Balance

  

Related Allowance

  

Average Recorded Investment

  

Interest Income Recognized

 

With no related allowance recorded:

                    

Residential real estate

 $1,683  $3,017  $-  $1,817  $22 

Home equity

  262   275   -   341   4 

Commercial real estate

  765   765   -   1,174   12 

Construction & land development

  -   -   -   -   - 

Multifamily

  556   647   -   708   5 

Commercial business

  1,205   1,324   -   1,467   18 

Consumer

  -   -   -   -   - 

Manufactured homes

  -   -   -   -   - 

Government

  -   -   -   -   - 
                     

With an allowance recorded:

                    

Residential real estate

 $88  $88  $17  $217  $5 

Home equity

  22   22   4   12   - 

Commercial real estate

  835   835   386   5,549   50 

Construction & land development

  -   -   -   -   - 

Multifamily

  -   -   -   -   - 

Commercial business

  392   392   277   737   11 

Consumer

  -   -   -   -   - 

Manufactured homes

  -   -   -   -   - 

Government

  -   -   -   -   - 
                     

Total:

                    

Residential real estate

 $1,771  $3,105  $17  $2,034  $27 

Home equity

 $284  $297  $4  $353  $4 

Commercial real estate

 $1,600  $1,600  $386  $6,723  $62 

Construction & land development

 $-  $-  $-  $-  $- 

Multifamily

 $556  $647  $-  $708  $5 

Commercial business

 $1,597  $1,716  $277  $2,204  $29 

Consumer

 $-  $-  $-  $-  $- 

Manufactured homes

 $-  $-  $-  $-  $- 

Government

 $-  $-  $-  $-  $- 

 

The Bancorp's age analysis of past due loans is summarized below:

 

(Dollars in thousands)

 

30-59 Days Past Due

  

60-89 Days Past Due

  

Greater Than 90 Days Past Due

  

Total Past Due

  

Current

  

Total Loans

  

Recorded Investments Greater than 90 Days Past Due and Accruing

 

March 31, 2022

                            

Residential real estate

 $3,056  $1,388  $3,528  $7,972  $436,781  $444,753  $117 

Home equity

  37   18   534   589   33,695   34,284   - 

Commercial real estate

  1,665   805   1,015   3,485   404,890   408,375   163 

Construction and land development

  2,513   -   -   2,513   148,297   150,810   - 

Multifamily

  55   18   111   184   234,083   234,267   - 

Commercial business

  970   -   583   1,553   110,843   112,396   214 

Consumer

  -   -   -   -   924   924   - 

Manufactured homes

  316   204   -   520   38,116   38,636   - 

Government

  -   -   -   -   8,176   8,176   - 

Total

 $8,612  $2,433  $5,771  $16,816  $1,415,805  $1,432,621  $494 
                             

December 31, 2021

                            

Residential real estate

 $2,507  $824  $2,142  $5,473  $254,661  $260,134  $31 

Home equity

  169   67   565   801   33,811   34,612   34 

Commercial real estate

  231   1,960   944   3,135   314,010   317,145   91 

Construction and land development

  5,148   283   -   5,431   118,391   123,822   - 

Multifamily

  -   -   109   109   61,085   61,194   - 

Commercial business

  573   1,594   242   2,409   113,363   115,772   49 

Consumer

  -   3   -   3   579   582   - 

Manufactured homes

  633   171   -   804   37,083   37,887   - 

Government

  -   -   -   -   8,991   8,991   - 

Total

 $9,261  $4,902  $4,002  $18,165  $941,974  $960,139  $205 

 

18

 

The Bancorp's loans on nonaccrual status are summarized below:

 

(Dollars in thousands)

        
  

March 31, 2022

  

December 31, 2021

 

Residential real estate

 $5,710  $4,651 

Home equity

  620   623 

Commercial real estate

  1,263   940 

Construction and land development

  -   - 

Multifamily

  447   455 

Commercial business

  374   387 

Consumer

  -   - 

Manufactured homes

  -   - 

Government

  -   - 

Total

 $8,414  $7,056 

 

As a result of acquisition activity, the Bancorp acquired loans for which there was evidence of credit quality deterioration since origination and it was determined that it was probable that the Bancorp would be unable to collect all contractually required principal and interest payments. At March 31, 2022, total purchased credit impaired loans with unpaid principal balances totaled $13.2 million with a recorded investment of $11.2 million. At December 31, 2021, total purchased credit impaired loans with unpaid principal balances totaled $4.2 million with a recorded investment of $2.8 million

 

As part of the fair value of loans receivable, there was a net fair value discount for loans acquired of $6.4 million at March 31, 2022, compared to $1.1 million at December 31, 2021.

 

Accretable yield, or income recorded for the three months ended March 31, is as follows:

 

(dollars in thousands)

 

Total

 

2021

 $305 

2022

  107 

 

Accretable yield, or income expected to be recorded in the future is as follows:

 

(dollars in thousands)

 

Total

 

Remainder 2022

 $719 
2023  804 
2024  623 
2025  605 

2026 and thereafter

  3,671 

Total

 $6,422 

 

 

Note 6 Intangibles and Acquisition Related Accounting

The Bancorp established a goodwill balance totaling $11.7 million with the acquisition of Royal, and also maintains goodwill balances totaling $11.1 million from prior acquisitions. Goodwill is tested annually for impairment. Goodwill arising from business combinations represents the value attributable to unidentifiable intangible assets in the business acquired. The Bancorp’s goodwill relates to the value inherent in the banking industry and that value is dependent upon the ability of the Bancorp to provide quality, cost effective banking services in a competitive marketplace. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. There has not been any impairment of goodwill identified or recorded. Goodwill totaled $22.8 million and $11.1 million as of March 31, 2022 and December 31, 2021, respectively.

 

19

 

In addition to goodwill, a core deposit intangible was established with the acquisition of Royal and from previous acquisitons. The Bancorp had core deposit intangible balances of $6.0 million and $3.1 million as of March 31, 2022, and December 31, 2021, respectively. The table below summarizes the annual amortization:

 

The amortization recorded for the three months ended March 31, is as follows:

 

(dollars in thousands)

 

Total

 
2021 $248 
2022 $347 

 

Amortization to be recorded in future periods, is as follows:

 

(dollars in thousands)

 

Total

 

Current year

  1,205 
2023  1,522 
2024  1,411 
2025  688 

5 years and thereafter

  1,172 

Total

 $5,998 

 

For the Royal acquisition, as part of the fair value of certificates of deposit, a fair value premium was established of $1.0 million. Approximately $129 thousand of amortization was taken as income during the three months ended March 31, 2022. It is estimated amortization to be recorded in future periods is as follows, an additional $412 thousand in 2022, $217 thousand in 2023, $124 thousand in 2024, $72 thousand in 2025, and $55 thousand thereafter.

 

 

Note 7 - Concentrations of Credit Risk

The primary lending area of the Bancorp encompasses Lake County in northwest Indiana and Cook County in northeast Illinois, where collectively a majority of loan activity is concentrated. The Bancorp is also an active lender in Porter County, and to a lesser extent, LaPorte, Newton and Jasper counties in Indiana; and DuPage, Lake, and Will counties in Illinois. Substantially all loans are secured by specific items of collateral including residences, commercial real estate, land development, business assets and consumer assets.

 

 

Note 8 - Earnings per Share

Earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding. A reconciliation of the numerators and denominators of the basic and diluted earnings per common share computations for the three months ended March 31, 2022, and 2021 are as follows:

 

(dollars in thousands except per share data)

 

Period ended March 31,

 
  

2022

  

2021

 

Basic earnings per common share:

        

Net income as reported

 $2,135  $4,543 

Weighted average common shares outstanding

  4,020,815   3,471,604 

Basic earnings per common share

 $0.53  $1.31 
         

Diluted earnings per common share:

        

Net income as reported

 $2,135  $4,543 

Weighted average common shares outstanding

  4,020,815   3,471,604 

Weighted average common and dilutive potential common shares outstanding

  4,020,815   3,471,604 

Diluted earnings per common share

 $0.53  $1.31 

 

20

 

 

 

Note 9 - Stock Based Compensation

The Bancorp’s 2015 Stock Option and Incentive Plan (the “Plan”), which was adopted by the Bancorp’s Board of Directors on February 27, 2015, and approved by the Bancorp’s shareholders on April 24, 2015, permits the grant of equity awards for up to 250,000 shares of common stock. Awards granted under the Plan may be in the form of incentive stock options, non-qualified stock options, restricted stock, unrestricted stock, performance shares, or performance units.

 

As required by the Stock Compensation Topic, companies are required to record compensation cost for stock options and awards provided to employees in return for employment service. For the three months ended March 31, 2022, stock based compensation expense of $169 thousand was recorded, compared to $146 thousand for the three months ended March 31, 2021. It is anticipated that current outstanding unvested awards will result in additional compensation expense of approximately $1.6 million through 2025 with an weighted average life of 1.9 years.

 

There were 18,891 shares of restricted stock granted during the first three months of 2022 compared to 17,716 shares granted during the first three months of 2021. Restricted stock awards are issued with an award price equal to the market price of the Bancorp’s common stock on the award date and vest between three and five years after the grant date. Forfeiture provisions exist for personnel that separate employment before the vesting period expires. A summary of restricted stock activity under the Bancorp’s Plan described above for the three months ended March 31, 2022, follows:

 

Non-vested Shares

 

Shares

  

Weighted
Average
Grant Date
Fair Value

 

Non-vested at January 1, 2022

  44,235  $42.33 

Granted

  18,891   47.96 

Vested

  (10,863)  41.56 

Forfeited

  (513)  44.17 

Non-vested at March 31, 2022

  51,750  $44.53 

 

 

Note 10 Change in Accounting Principles

In December 2019, the FASB issued ASU 2019-12 which remove specific exceptions to the general principles in Topic 740 in GAAP. It eliminates the need for an organization to analyze whether the following apply in a given period: exception to the incremental approach for intraperiod tax allocation; exceptions to accounting for basis differences where there are ownership changes in foreign investments; and exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. It also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacts changes in tax laws in interim periods. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Bancorp adopted ASU 2019-12 on January 1, 2021 and it did not have a material impact on its accounting and disclosures.

 

 

Note 11 - Upcoming Accounting Standards

In June 2016, FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The ASU includes increased disclosures and various changes to the accounting and measurement of financial assets including the Bancorp’s loans and available-for-sale debt securities. Each financial asset presented on the balance sheet would have a unique allowance for credit losses valuation account that is deducted from the amortized cost basis to present the net carrying value at the amount expected to be collected on the financial asset. The amendments in this ASU also eliminate the probable initial recognition threshold in current GAAP and instead, reflect an entity’s current estimate of all expected credit losses using reasonable and supportable forecasts. In October 2019, the FASB voted and approved proposed changes to the effective date of this ASU for smaller reporting companies, such as the Bancorp, and other non-SEC reporting entities. The approval changed the effective date of the ASU to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. The new credit loss guidance will be effective for the Bancorp's as of January 1, 2023. Upon adoption, the ASU will be applied using a modified retrospective transition method to the beginning of the first reporting period in which the guidance is effective. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. Early adoption for all institutions is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is in the process of evaluating the impact adoption of this update will have on the Bancorp’s consolidated financial statements. This process of evaluation has engaged multiple areas of the Bancorp’s management in discussing loss estimation methods and the application of these methods to specific segments of the loans receivable portfolio. Management has been actively monitoring developments and evaluating the use of different methods allowed. Due to continuing development of understanding of application, additional time is required to understand how this ASU will affect the Bancorp’s financial statements. Management plans on running parallel calculations and finalizing a method or methods of adoption in time for the effective date.

 

21

 

In March 2020, the FASB issued ASU No. 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. In January 2021, the FASB issued ASU 2021-01 which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The guidance is effective for all entities as of March 12, 2020, through December 31, 2022. The Bancorp is implementing a transition plan to identify and modify its loans and other financial instruments with attributes that are either directly or indirectly influenced by LIBOR. The Bancorp believes the adoption of this guidance on activities after December 31, 2020, through December 31, 2022, will not have a material impact on the consolidated financial statements.

 

In October 2021, the FASB issued ASU 2021-08 related to accounting for acquired revenue contracts with customers in a business combination. The amendments in this update address diversity in practice and inconsistency related to recognition of an acquired contract liability and the effect of payment terms on subsequent revenue recognition for the acquirer. This update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We plan to adopt this pronouncement for our fiscal year beginning January 1, 2023, and we do not expect it to have a material effect on our consolidated financial statements.

 

In March 2022, the FASB issued ASU 2022-01 related to the portfolio layer method of hedge accounting. The amendments in this update clarify the accounting and promote consistency in reporting for hedges where the portfolio layer method is applied. This update is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. As we currently do not have items accounted for under the portfolio layer method of hedge accounting, we do not expect the update to have an effect on our consolidated financial statements.

 

In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which addresses and amends areas identified by the FASB as part of its post-implementation review of the accounting standard that introduced the CECL model. The amendments eliminate the accounting guidance for troubled debt restructurings by companies that have adopted the CECL model and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require disclosure of current-period gross writeoffs for financing receivables and net investment in leases by year of origination in the vintage disclosures. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for entities that have adopted the CECL accounting standard. Early adoption, however, is permitted if an entity has adopted the CECL accounting standard. The Bancorp is assessing ASU 2022-02 and its impact on its accounting and disclosures.

 

 

Note 12 Derivative Financial Instruments

The Bancorp uses derivative financial instruments to help manage exposure to interest rate risk and the effects that changes in interest rates may have on net income and the fair value of assets and liabilities. The Bancorp has certain interest rate derivative positions that are not designated as hedging instruments. Derivative assets and liabilities are recorded at fair value on the Consolidated Balance Sheet and do not take into account the effects of master netting agreements. Master netting agreements allow the Bancorp to settle all derivative contracts held with a single counterparty on a net basis, and to offset net derivative positions with related collateral, where applicable. These derivative positions relate to transactions in which the Bancorp enters into an interest rate swap with a client while at the same time entering into an offsetting interest rate swap with another financial institution. In connection with each transaction, the Bancorp agrees to pay interest to the client on a notional amount at a variable interest rate and receive interest from the client on the same notional amount at a fixed interest rate. At the same time, the Bancorp agrees to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows the client to effectively convert a variable rate loan to a fixed rate. Because the terms of the swaps with the customers and the other financial institutions offset each other, with the only difference being counterparty credit risk, changes in the fair value of the underlying derivative contracts are not materially different and do not significantly impact the Bancorp’s results of operations.

 

22

The Bancorp enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (i.e., interest rate lock commitment). The interest rate lock commitments are considered derivatives and are recorded on the accompanying consolidated balance sheets at fair value in accordance with FASB ASC 815, Derivatives and Hedging.

 

The following table shows the amounts of non-hedging derivative financial instruments:

 

March 31, 2022

 
     

Asset derivatives

  

Liability derivatives

 

(Dollars in thousands)

 

Notational or contractual amount

 

Statement of Financial Condition classification

 

Fair value

  

Statement of Financial Condition classification

  

Fair value

 

Interest rate swap contracts

 $93,890 

Other assets

 $4,990  

Other liabilties

  $4,990 

Interest rate lock commitments

  8,738 

Other assets

  166   N/A   - 

Total

 $102,628   $5,156      $4,990 

 

December 31, 2021

 
     

Asset derivatives

  

Liability derivatives

 

(Dollars in thousands)

 

Notational or contractual amount

 

Statement of Financial Condition classification

 

Fair value

  

Statement of Financial Condition classification

  

Fair value

 

Interest rate swap contracts

 $94,154 

Other assets

 $2,686  

Other liabilties

  $2,686 

Interest rate lock commitments

  7,837 

Other assets

  141   N/A   - 

Total

 $101,991   $2,827      $2,686 

 

The following table shows the amounts included in the Statements of Income for non-hedging derivative financial instruments:

 

   

Three Months Ended

 
   

March 31,

 

(Dollars in thousands)

Statement of Income Classification

 

2022

  

2021

 

Interest rate swap contracts

Fees and service charges

 $-  $(13)

Interest rate lock commitments

Gain on sale of loans held-for-sale, net

  25   23 

Total

 $25  $10 

 

The following table shows the offsetting of financial assets and derivative assets:

 

  Gross Amounts of    Gross Amounts Offset in the Statement of  

Net Amounts of Assets Presented in the Statement

  

Gross Amounts not Offset in the Statement of Financial Condition

     

(Dollars in thousands)

 

Recognized

Assets

  

 Financial

Condition

  

of Financial Condition

  

Financial Instruments

  

Cash Collateral

Received

  

Net Amount

 

March 31, 2022

                        

Interest rate swap contracts

 $4,990  $-  $4,990  $-  $-  $4,990 

Interest rate lock commitments

  166   -   166   -   -   166 

Total

 $5,156  $-  $5,156  $-  $-  $5,156 

 

  

Gross Amounts of

  

Gross Amounts Offset in the Statement of

  

Net Amounts of Liabilities Presented in the Statement

  

 

Gross Amounts not Offset in the Statement of Financial Condition
     

(Dollars in thousands)

 

Recognized

Liabilities

  

Financial

Condition

  

of Financial Condition

  

Financial

Instruments

  

Cash Collateral Received

  

Net Amount

 

December 31, 2021

                        

Interest rate swap contracts

 $2,686  $-  $2,686  $-  $-  $2,686 

Interest rate lock commitments

  141   -   141   -   -   141 

Total

 $2,827  $-  $2,827  $-  $-  $2,827 

 

The following table shows the offsetting of financial liabilities and derivative liabilities:

 

  Gross Amounts of  

Gross Amounts Offset in the

Statement of

  

Net Amounts of Liabilities Presented

in the Statement of

  

Gross Amounts not Offset in the Statement of Financial Condition

     

(Dollars in thousands)

 

Recognized Liabilities

  

Financial

Condition

  

Financial

Condition

  

Financial Instruments

  

Cash Collateral

Pledged

  

Net Amount

 

March 31, 2022

                        

Interest rate swap contracts

 $4,990  $-  $4,990  $-  $3,930  $1,060 

Total

 $4,990  $-  $4,990  $-  $3,930  $1,060 

 

  Gross Amounts of  

Gross Amounts Offset in the

Statement of

  

Net Amounts of Liabilities Presented

in the Statement of

  

Gross Amounts not Offset in the Statement of Financial Condition

     

(Dollars in thousands)

 

Recognized Liabilities

  

Financial

Condition

  

Financial

Condition

  

Financial Instruments

  

Cash Collateral

Pledged

  

Net Amount

 

December 31, 2021

                        

Interest rate swap contracts

 $2,686  $-  $2,686  $-  $3,930  $(1,244)

Total

 $2,686  $-  $2,686  $-  $3,930  $(1,244)

 

23

 

 

 

Note 13 - Fair Value

The Fair Value Measurements Topic establishes a hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Topic describes three levels of inputs that may be used to measure fair value:

 

Level 1: Quoted prices (unadjusted) for 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.

 

The fair values of securities available-for-sale are determined on a recurring basis by obtaining quoted prices on nationally recognized securities exchanges or pricing models utilizing significant observable inputs such as matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. Different judgments and assumptions used in pricing could result in different estimates of value. In certain cases where market data is not readily available because of a lack of market activity or little public disclosure, values may be based on unobservable inputs and classified in Level 3 of the fair value hierarchy.

 

At the end of each reporting period, securities held in the investment portfolio are evaluated on an individual security level for other-than-temporary impairment in accordance with GAAP. Impairment is other-than-temporary if the decline in the fair value is below its amortized cost and it is probable that all amounts due according to the contractual terms of a debt security will not be received. Significant judgments are required in determining impairment, which include making assumptions regarding the estimated prepayments, loss assumptions and the change in interest rates. The Bancorp considers the following factors when determining an other-than-temporary impairment for a security: the length of time and the extent to which the market value has been less than amortized cost; the financial condition and near-term prospects of the issuer; the underlying fundamentals of the relevant market and the outlook for such market for the near future; an assessment of whether the Bancorp (1) has the intent to sell the debt securities or (2) more likely than not will be required to sell the debt securities before their anticipated market recovery. If either of these conditions is met, management will recognize other-than-temporary impairment. If, in management’s judgment, an other-than-temporary impairment exists, the cost basis of the security will be written down for the credit loss, and the unrealized loss will be transferred from accumulated other comprehensive loss as an immediate reduction of current earnings.

 

The Bancorp’s management utilizes a specialist to perform an other-than-temporary impairment analysis for each of its pooled trust preferred securities. The analysis is performed annually during December and utilizes analytical models used to project future cash flows for the pooled trust preferred securities based on current assumptions for prepayments, default and deferral rates, and recoveries. The projected cash flows are then tested for impairment consistent with GAAP. The other-than-temporary impairment testing compares the present value of the cash flows from quarter to quarter to determine if there is a “favorable” or “adverse” change. Other-than-temporary impairment is recorded if the projected present value of cash flows is lower than the book value of the security. To perform the annual other-than-temporary impairment analysis, management utilizes current reports issued by the trustee, which contain principal and interest tests, waterfall distributions, note valuations, collection detail and credit ratings for each pooled trust preferred security. In addition, a detailed review of the performing collateral was performed. Based on current market conditions and a review of the trustee reports, management performed an analysis of the pooled trust preferred securities and no additional impairment was taken at December 31, 2021. A specialist will be used to review all pooled trust preferred securities again at December 31, 2022.

 

The table below shows the credit loss roll forward on a year-to-date basis for the Bancorp’s pooled trust preferred securities that have been classified with other-than-temporary impairment:

 

  

(Dollars in thousands)

 
  

Collateralized debt obligations

 
  

other-than-temporary impairment

 

Ending balance, December 31, 2021

 $173 

Additions not previously recognized

  - 

Ending balance,March 31, 2022

 $173 

 

24

 

At March 31, 2022, trust preferred securities with a cost basis of $2.2 million continue to be in “payment in kind” status. These trust preferred securities classified as “payment in kind” are a result of not receiving the scheduled quarterly interest payments. For these trust preferred securities in “payment in kind” status, management anticipates to receive the unpaid contractual interest payments from the issuer, because of the self-correcting cash flow waterfall provisions within the structure of the securities. When a tranche senior to the Bancorp’s position fails the coverage test, the Bancorp’s interest cash flows are paid to the senior tranche and recorded as a reduction of principal. The coverage test represents an over collateralization target by stating the balance of the performing collateral as a percentage of the balance of the Bancorp’s tranche, plus the balance of all senior tranches. The principal reduction in the senior tranche continues until the appropriate coverage test is passed. As a result of the principal reduction in the senior tranche, more cash is available for future payments to the Bancorp’s tranche. Consistent with GAAP, management considered the failure of the issuer of the security to make scheduled interest payments in determining whether a credit loss existed. Management will not capitalize the “payment in kind” interest payments to the book value of the securities and will keep these securities in non-accrual status until the quarterly interest payments resume on a consistent basis.

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

There were no transfers to or from Levels 1 and 2 during the three months ended March 31, 2022. Assets measured at fair value on a recurring basis are summarized below:

 

      

(Dollars in thousands)

 
      

Fair Value Measurements at March 31, 2022 Using

 

(Dollars in thousands)

 

Estimated
Fair
Value

  

Quoted Prices in Active Markets for Identical Assets
(Level 1)

  

Significant Other Observable Inputs
(Level 2)

  

Significant Unobservable Inputs
(Level 3)

 

Assets:

                

Interest rate swap contracts

 $4,990  $-  $4,990  $- 

Interest rate lock commitments

  166   -   166   - 

Available-for-sale debt securities:

                

U.S. government sponsored entities

  8,202   -   8,202   - 

U.S. treasury securities

  199   -   199   - 

Collateralized mortgage obligations and residential mortgage-backed securities

  164,123   -   164,123   - 

Municipal securities

  290,824   -   290,824   - 

Collateralized debt obligations

  972   -   -   972 

Total securities available-for-sale

 $464,320  $-  $463,348  $972 
                 

Liabilities:

                

Interest rate swap contracts

 $4,990  $-  $4,990  $- 

 

      

(Dollars in thousands)

 
      

Fair Value Measurements at December 31, 2021 Using

 

(Dollars in thousands)

 

Estimated
Fair
Value

  

Quoted Prices in Active Markets for Identical Assets
(Level 1)

  

Significant Other Observable Inputs
(Level 2)

  

Significant Unobservable Inputs
(Level 3)

 

Assets:

                

Interest rate swap contracts

 $2,686  $-  $2,686  $- 

Interest rate lock commitments

  141   -   141   - 

Available-for-sale debt securities:

                

U.S. government sponsored entities

  8,669   -   8,669   - 

U.S. treasury securities

  400   -   400   - 

Collateralized mortgage obligations and residential mortgage-backed securities

  184,701   -   184,701   - 

Municipal securities

  332,127   -   332,127   - 

Collateralized debt obligations

  992   -   -   992 

Total securities available-for-sale

 $526,889  $-  $525,897  $992 
                 

Liabilities:

                

Interest rate swap contracts

 $2,686  $-  $2,686  $- 

 

25

 

A roll forward of available-for-sale securities, which require significant adjustment based on unobservable data, are presented in the following table:

 

  

(Dollars in thousands)

 
  

Estimated Fair Value
Measurements Using
Significant Unobservable
Inputs
(Level 3)

 
  

Available-for-
sale securities

 

Beginning balance, January 1, 2021

 $929 

Principal payments

  (5)

Total unrealized losses, included in other comprehensive income

  20 

Ending balance, March 31, 2021

 $944 
     

Beginning balance, January 1, 2022

 $992 

Principal payments

  - 

Total unrealized gains, included in other comprehensive income

  (20)

Ending balance, March 31, 2022

 $972 

 

Assets measured at fair value on a non-recurring basis are summarized below:

 

      

(Dollars in thousands)

 
      

Fair Value Measurements at March 31, 2022 Using

 

(Dollars in thousands)

 

Estimated
Fair
Value

  

Quoted Prices in

Active Markets for

Identical Assets
(Level 1)

  

Significant Other

Observable Inputs
(Level 2)

  

Significant

Unobservable

Inputs
(Level 3)

 

Impaired loans

 $151  $-  $-  $151 

 

      

(Dollars in thousands)

 
      

Fair Value Measurements at December 31, 2021 Using

 

(Dollars in thousands)

 

Estimated
Fair
Value

  

Quoted Prices in

Active Markets for

Identical Assets
(Level 1)

  

Significant Other

Observable Inputs
(Level 2)

  

Significant

Unobservable

Inputs
(Level 3)

 

Impaired loans

 $896  $-  $-  $896 

 

Fair value is determined, where possible, using market prices derived from an appraisal or evaluation, which are considered to be Level 2 inputs. However, certain assumptions and unobservable inputs are often used by the appraiser, therefore, qualifying the assets as Level 3 in the fair value hierarchy. The fair value of foreclosed real estate is similarly determined by using the results of recent real estate appraisals. The numerical range of unobservable inputs for these valuation assumptions is not meaningful to this presentation.

 

26

 

The following table shows carrying values and related estimated fair values of financial instruments as of the dates indicated. Estimated fair values are further categorized by the inputs used to measure fair value. Items that are not financial instruments are not included.

 

  

March 31, 2022

  

Estimated Fair Value Measurements at March 31, 2022 Using

 

(Dollars in thousands)

 

Carrying
Value

  

Estimated
Fair Value

  

Quoted Prices in
Active Markets for

Identical Assets
(Level 1)

  

Significant
Other Observable
Inputs
(Level 2)

  

Significant
Unobservable
Inputs
(Level 3)

 

Financial assets:

                    

Cash and cash equivalents

 $54,501  $54,501  $54,501  $-  $- 

Certificates of deposit in other financial institutions

  1,731   1,650   -   1,650   - 

Loans held-for-sale

  1,420   1,445   -   1,445   - 

Loans receivable, net

  1,426,341   1,382,030   -   -   1,382,030 

Federal Home Loan Bank stock

  3,038   3,038   -   3,038   - 

Accrued interest receivable

  7,427   7,427   -   7,427   - 
                     

Financial liabilities:

                    

Non-interest bearing deposits

  380,515   380,515   380,515   -   - 

Interest bearing deposits

  1,514,696   1,513,699   1,084,309   429,390   - 

Repurchase agreements

  23,239   23,150   12,939   10,211   - 

Borrowed funds

  5   5   5   -   - 

Accrued interest payable

  42   42   -   42   - 

 

  

December 31, 2021

  

Estimated Fair Value Measurements at December 31, 2021 Using

 

(Dollars in thousands)

 

Carrying
Value

  

Estimated
Fair Value

  

Quoted Prices in
Active Markets for

Identical Assets
(Level 1)

  

Significant
Other Observable
Inputs
(Level 2)

  

Significant
Unobservable
Inputs
(Level 3)

 

Financial assets:

                    

Cash and cash equivalents

 $33,176  $33,176  $33,176  $-  $- 

Certificates of deposit in other financial institutions

  1,709   1,737   -   1,737   - 

Loans held-for-sale

  4,987   5,065   -   5,065   - 

Loans receivable, net

  953,377   951,744   -   -   951,744 

Federal Home Loan Bank stock

  3,247   3,247   -   3,247   - 

Accrued interest receivable

  5,444   5,444   -   5,444   - 
                     

Financial liabilities:

                    

Non-interest bearing deposits

  295,294   295,294   295,294   -   - 

Interest bearing deposits

  1,138,907   1,139,126   899,690   239,436   - 

Repurchase agreements

  14,581   14,579   12,842   1,737   - 

Borrowed funds

  -   -   -   -   - 

Accrued interest payable

  22   22   -   22   - 

 

The following methods were used to estimate the fair value of financial instruments presented in the preceding table for the periods ended March 31, 2022, and December 31, 2021:

 

Cash and cash equivalent carrying amounts approximate fair value. Certificates of deposits in other financial institutions carrying amounts approximate fair value (Level 2). The fair values of securities available-for-sale are obtained from broker pricing (Level 2), with the exception of collateralized debt obligations, which are valued by a third-party specialist (Level 3). Loans held-for-sale comprise residential mortgages and are priced based on values established by the secondary mortgage markets (Level 1). The estimated fair value for net loans receivable is based on the exit price notion which is the exchange price that would be received to transfer the loans at the most advantageous market price in an orderly transaction between market participants on the measurement date (Level 3). Federal Home Loan Bank stock is estimated at book value due to restrictions that limit the sale or transfer of the security. Interest rate swap agreements, both assets and liabilities, are valued by a third-party pricing agent using an income approach (Level 2). Fair values of accrued interest receivable and payable approximate book value, as the carrying values are determined using the observable interest rate, balance, and last payment date.

 

Non-interest and interest bearing deposits, which include checking, savings, and money market deposits, are estimated to have fair values based on the amount payable as of the reporting date (Level 1). The fair value of fixed-maturity certificates of deposit (included in interest bearing deposits) are based on estimates of the rate the Bancorp would pay on similar deposits, applied for the time period until maturity (Level 2). Estimated fair values for short-term repurchase agreements, which represent sweeps from demand deposits to accounts secured by pledged securities, are estimated based on the amount payable as of the reporting date (Level 1). Longer-term repurchase agreements, with contractual maturity dates of three months or more, are based on estimates of the rate the Bancorp would pay on similar deposits, applied for the time period until maturity (Level 2). Short-term borrowings are generally only held overnight, therefore, their carrying amount is a reasonable estimate of fair value (Level 1). The fair value of FHLB Advances are estimated by discounting the future cash flows using quoted rates from the FHLB for similar advances with similar maturities (Level 2). The estimated fair value of other financial instruments, and off-balance sheet loan commitments, approximate cost and are not considered significant to this presentation.

 

27

 
 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Summary

Finward Bancorp (the “Bancorp”) is a financial holding company registered with the Board of Governors of the Federal Reserve System. Peoples Bank (the “Bank”), an Indiana commercial bank, and NWIN Risk Management, Inc., a captive insurance company, are wholly-owned subsidiaries of the Bancorp. The Bancorp has no other business activity other than being a holding company for the Bank and NWIN Risk Management, Inc. The following management’s discussion and analysis presents information concerning our financial condition as of March 31, 2022, as compared to December 31, 2021, and the results of operations for the three months ending March 31, 2022, and March 31, 2021. This discussion should be read in conjunction with the consolidated financial statements and other financial data presented elsewhere herein and with the financial statements and other financial data, as well as the Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

 

At March 31, 2022, the Bancorp had total assets of $2.1 billion, total loans receivable, net of deferred fees and costs of $1.4 billion and total deposits of $1.9 billion. Stockholders' equity totaled $157.6 million or 7.51% of total assets, with a book value per share of $36.71. Net income for the three months ended March 31, 2022, was $2.1 million, or $0.53 earnings per common share for both basic and diluted calculations. For the three months ended March 31, 2022, the return on average assets (ROA) was 0.44%, while the return on average stockholders’ equity (ROE) was 5.01%.

 

Recent Developments

 

Acquisition of Royal Financial, Inc. On January 31, 2022, the Bancorp completed its acquisition of Royal Financial, Inc. (“RYFL”) pursuant to an Agreement and Plan of Merger dated July 28, 2021 (the “Merger Agreement”) between the Bancorp and RYFL. Pursuant to the terms of the Merger Agreement, RYFL merged with and into the Bancorp, with the Bancorp as the surviving corporation (the “RYFL Merger”). Simultaneous with the RYFL Merger, Royal Savings Bank, an Illinois state-chartered savings bank and wholly-owned subsidiary of RYFL, merged with and into the Bank, with the Bank as the surviving institution.

 

Under the terms of the Merger Agreement, RYFL stockholders who owned 101 or more shares of RYFL common stock were permitted to elect to receive either 0.4609 shares of Finward common stock or $20.14 in cash, or a combination of both, for each share of RYFL common stock owned, subject to proration and allocation provisions such that 65% of the shares of RYFL common stock outstanding immediately prior to the closing of the merger were converted into the right to receive shares of Finward common stock and the remaining 35% of the outstanding RYFL shares were converted into the right to receive cash. Stockholders holding less than 101 shares of RYFL common stock received fixed consideration of $20.14 in cash and no stock consideration for each share of RYFL common stock.

 

As a result of RYFL stockholder stock and cash elections and the related allocation and proration provisions of the Merger Agreement, Finward issued 795,423 shares of its common stock and paid cash consideration of approximately $18.7 million in the RYFL Merger. Based on the January 28, 2022 closing price of $47.75 per share of Finward common stock, the transaction had an implied valuation of approximately $56.7 million. The acquisition further expanded the Bank’s banking center network in Cook County and DuPage County, Illinois, expanding the Bank’s full-service retail banking network.

 

Financial Condition

During the three months ended March 31, 2022, total assets increased by $477.1 million (29.4%), with interest-earning assets increasing by $419.5 million (27.5%). Interest-earning assets totaled $1.9 billion at March 31, 2022, and $1.5 billion at December 31, 2021. Earning assets represented 92.6% of total assets at March 31, 2022, and 94.0% of total assets at December 31, 2021. The increase in total assets and interest earning assets for the three months was primarily the result of the acquisition of Royal.

 

Net loans receivable totaled $1.4 billion at March 31, 2022, compared to $966.7 million at December 31, 2021. The loan portfolio, which is the Bancorp’s largest asset, is the primary source of both interest and fee income. The Bancorp’s lending strategy emphasizes quality loan growth, product diversification, and competitive and profitable pricing.

 

28

 

The Bancorp’s end-of-period loan balances were as follows:

 

   

(unaudited)

                 
   

March 31,

   

December 31,

 

(Dollars in thousands)

 

2022

   

2021

 
   

Balance

   

% Loans

   

Balance

   

% Loans

 
                                 

Residential real estate

  $ 444,753       31.0 %     260,134       33.0 %

Home equity

    34,284       2.4 %     34,612       5.4 %

Commercial real estate

    408,375       28.5 %     317,145       31.2 %

Construction and land development

    150,810       10.5 %     123,822       9.7 %

Multifamily

    234,267       16.4 %     61,194       5.7 %

Consumer

    924       0.1 %     582       0.1 %

Manufactured Homes

    38,636       2.7 %     37,887       1.8 %

Commercial business

    112,396       7.8 %     115,772       11.4 %

Government

    8,176       0.6 %     8,991       1.7 %

Loans receivable

    1,432,621       100.0 %     960,139       100.0 %

Plus

                               

Net deferred loans origination costs

    6,700               6,810          
Undisbursed loan funds     407               (229 )        

Loans receivable, net of deferred fees and costs

  $ 1,439,728             $ 966,720          
                                 

Adjustable rate loans / loans receivable

  $ 654,902       45.7 %   $ 542,975       56.6 %

 

   

(unaudited)

         
   

March 31,

   

December 31,

 
   

2022

   

2021

 
                 

Loans receivable to total assets

    68.6 %     59.6 %

Loans receivable to earning assets

    74.1 %     63.4 %

Loans receivable to total deposits

    76.0 %     67.4 %

 

The following table sets forth certain information at March 31, 2022, regarding the dollar amount of loans in the Bancorp’s portfolio based on their contractual terms to maturity. Demand loans, loans having no schedule of repayment and no stated maturity, and overdrafts are reported as due in one year or less. Contractual principal repayments of loans do not necessarily reflect the actual term of the loan portfolio. The average life of mortgage loans is substantially less than their contractual terms because of loan prepayments and because of enforcement of due-on-sale clauses, which give the Bancorp the right to declare a loan immediately due and payable in the event, among other things, that the borrower sells the property subject to the mortgage. The amounts are stated in thousands (000’s).

 

   

Maturing

   

After one

   

After five

                 
   

within

   

but within

   

but within

   

After

         
   

one year

   

five years

   

fifteen years

   

fifteen years

   

Total

 

Residential real estate

  $ 9,363     $ 34,561     $ 107,164     $ 293,665       444,753  

Home equity

    3,767       21,328       8,826       363       34,284  

Commercial real estate

    22,631       111,991       270,678       3,075       408,375  

Construction and land development

    29,207       41,187       63,310       17,106       150,810  

Multifamily

    16,915       104,713       110,556       2,083       234,267  

Farmland

    -       -       -       -       -  

Consumer

    35       861       28       -       924  

Manufactured Homes

    -       59       10,760       27,817       38,636  

Commercial business

    44,914       51,377       15,585       520       112,396  

Government

    195       3,211       4,770       -       8,176  

Total loans receivable

  $ 127,027     $ 369,288     $ 591,677     $ 344,629     $ 1,432,621  

 

The Bancorp is primarily a portfolio lender. Mortgage banking activities historically have been limited to the sale of fixed rate mortgage loans with contractual maturities greater than 15 years. These loans are identified as held for sale when originated and sold, on a loan-by-loan basis, in the secondary market. The Bancorp will also retain fixed rate mortgage loans with a contractual maturity greater than 15 years on a limited basis. During the three months ended March 31, 2022, the Bancorp originated $15.7 million in new fixed rate mortgage loans for sale, compared to $49.1 million during the three months ended March 31, 2021. Net gains realized from the mortgage loan sales totaled $607 thousand for the three months ended March 31, 2022, compared to $2.0 million for the three months ended March 31, 2021. At March 31, 2022, the Bancorp had $1.4 million in loans that were classified as held for sale, compared to $5.0 million at December 31, 2021.

 

Non-performing loans include those loans that are 90 days or more past due and those loans that have been placed on non-accrual status. At March 31, 2022, all non-performing loans are also accounted for on a non-accrual basis, except for two commercial business loans totaling $213 thousand, two commercial real estate loans totaling $163 thousand, and two residential real estate loans totaling $117 thousand that remained accruing and more than 90 days past due. The Bancorp at times will continue to classify loans as accruing, despite being over 90 days past due, for short periods of time when management has reason to believe payments are in process of being collected.

 

29

 

The Bancorp's nonperforming loans are summarized below:

(Dollars in thousands)

 

(unaudited)

         

Loan Segment

 

March 31, 2022

   

December 31, 2021

 

Residential real estate

  $ 5,827     $ 4,682  

Home equity

    620       657  

Commercial real estate

    1,426       1,031  

Construction and land development

    -       -  

Multifamily

    447       455  

Commercial business

    588       436  

Consumer

    -       -  

Manufactured homes

    -       -  

Government

    -       -  

Total

  $ 8,908     $ 7,261  

Nonperforming loans to total loans

    0.62 %     0.75 %

Nonperforming loans to total assets

    0.42 %     0.45 %

 

Substandard loans include non-performing loans and potential problem loans, where information about possible credit issues or other conditions causes management to question the ability of such borrowers to comply with loan covenants or repayment terms. No loans were internally classified as doubtful or loss at March 31, 2022 or December 31, 2021.

 

The Bancorp's substandard loans are summarized below:

(Dollars in thousands)

 

(unaudited)

         

Loan Segment

 

March 31, 2022

   

December 31, 2021

 

Residential real estate

  $ 6,631     $ 3,722  

Home equity

    635       632  

Commercial real estate

    6,451       3,562  

Construction and land development

    -       -  

Multifamily

    3,030       384  

Commercial business

    396       387  

Consumer

    -       -  

Manufactured homes

    -       -  

Government

    -       -  

Total.

  $ 17,143     $ 8,687  

 

The increase in substandard loans is the result of loans acquired pursuant to the RYFL acquisition.

 

In addition to identifying and monitoring non-performing and other classified loans, management maintains a list of special mention loans. Special mention loans represent loans management is closely monitoring due to one or more factors that may cause the loan to become classified as substandard.

 

The Bancorp's special mention loans are summarized below:

(Dollars in thousands)

 

(unaudited)

         

Loan Segment

 

March 31, 2022

   

December 31, 2021

 

Residential real estate

  $ 2,308     $ 2,940  

Home equity

    415       415  

Commercial real estate

    11,391       12,011  

Construction and land development

    4,403       3,630  

Multifamily

    1,532       153  

Commercial business

    3,395       1,915  

Consumer

    -       -  

Manufactured homes

    59       59  

Government

    -       -  

Total

  $ 23,503     $ 21,123  

 

30

 

A loan is considered impaired when, based on current information and events, it is probable that a borrower will be unable to pay all amounts due according to the contractual terms of the loan agreement. Typically, management does not individually classify smaller-balance homogeneous loans, such as residential mortgages or consumer loans, as impaired, unless they are troubled debt restructurings.

 

Purchased loans acquired in a business combination are recorded at estimated fair value on their purchase date. Purchased loans with evidence of credit quality deterioration since origination are considered purchased credit impaired loans. Expected future cash flows at the purchase date in excess of the fair value of loans are recorded as interest income over the life of the loans if the timing and amount of the future cash flows is reasonably estimable (“accretable yield”). The difference between contractually required payments and the cash flows expected to be collected at acquisition is referred to as the non-accretable difference and represents probable losses in the portfolio. In determining the acquisition date fair value of purchased credit impaired loans, and in subsequent accounting, the Bancorp aggregates these purchased loans into pools of loans by common risk characteristics, such as credit risk rating and loan type. Subsequent to the purchase date, increases in cash flows over those expected at the purchase date are recognized as interest income prospectively. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses.

 

The Bancorp's impaired loans, including purchased credit impaired loans, are summarized below:

 

(Dollars in thousands)

 

(unaudited)

         

Loan Segment

 

March 31, 2022

   

December 31, 2021

 

Residential real estate

  $ 3,661     $ 1,771  

Home equity

    269       284  

Commercial real estate

    4,461       1,600  

Construction and land development

    804       -  

Multifamily

    3,302       556  

Commercial business

    1,562       1,597  

Consumer

    21       -  

Manufactured homes

    -       -  

Government

    -       -  

Total

  $ 14,080     $ 5,808  

 

The increase in impaired loans is the result of purchase credit impaired loans acquired pursuant to the RYFL acquisition.

 

At times, the Bancorp will modify the terms of a loan to forego a portion of interest or principal or reduce the interest rate on the loan to a rate materially less than market rates, or materially extend the maturity date of a loan as part of a troubled debt restructuring. The valuation basis for the Bancorp’s troubled debt restructurings is based on the present value of expected future cash flows; unless consistent cash flows are not present, then the fair value of the collateral securing the loan is the basis for valuation.

 

The Bancorp's troubled debt restructured loans are summarized below:

 

(Dollars in thousands)

 

(unaudited)

         

Loan Segment

 

March 31, 2022

   

December 31, 2021

 

Residential real estate

  $ 532     $ 342  

Home equity

    88       83  

Commercial real estate

    645       747  

Construction and land development

    -       -  

Multifamily

    -       -  

Commercial business

    681       694  

Consumer

    -       -  

Manufactured homes

    -       -  

Government

    -       -  

Total

  $ 1,946     $ 1,866  

 

At March 31, 2022, management is of the opinion that there are no loans, where known information about possible credit problems of borrowers causes management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms and which will imminently result in such loans being classified as past due, non-accrual or a troubled debt restructure. Management does not presently anticipate that any of the non-performing loans or classified loans would materially affect future operations, liquidity or capital resources.

 

31

 

The allowance for loan losses (ALL) is a valuation allowance for probable incurred credit losses, increased by the provision for loan losses, and decreased by charge-offs net of recoveries. A loan is charged‑off against the allowance by management as a loss when deemed uncollectible, although collection efforts continue and future recoveries may occur. The determination of the amounts of the ALL and provisions for loan losses is based on management’s current judgments about the credit quality of the loan portfolio with consideration given to all known relevant internal and external factors that affect loan collectability as of the reporting date. The appropriateness of the current period provision and the overall adequacy of the ALL are determined through a disciplined and consistently applied quarterly process that reviews the Bancorp’s current credit risk within the loan portfolio and identifies the required allowance for loan losses given the current risk estimates.

 

The Bancorp's provision for loan losses for the three months ended are

 

summarized below:

               

(Dollars in thousands)

               
   

(unaudited)

         

Loan Segment

 

March 31, 2022

   

March 31, 2021

 

Residential real estate

  $ (8 )   $ (41 )

Home equity

    (3 )     34  

Commercial real estate

    15       320  

Construction and land development

    16       182  

Multifamily

    41       54  

Commercial business

    (99 )     36  

Consumer

    38       (7 )

Manufactured homes

    -       -  

Government

    -       -  

Total

  $ -     $ 578  

 

The Bancorp's charge-off and recovery information is summarized below:

         

(Dollars in thousands)

 

(unaudited)

 
   

As of March 31, 2022

 

Loan Segment

 

Charge-off

   

Recoveries

   

Net Charge-offs

 

Residential real estate

  $ -     $ 21     $ 21  

Home equity

    -       -       -  

Commercial real estate

    -       -       -  

Construction and land development

    -       -       -  

Multifamily

    -       -       -  

Commercial business

    -       31       31  

Consumer

    (10 )     2       (8 )

Manufactured homes

    -       -          

Government

    -       -       -  

Total

  $ (10 )   $ 54     $ 44  

 

The Bancorp's charge-off and recovery information is summarized below:

         

(Dollars in thousands)

 

(unaudited)

 
   

As of March 31, 2021

 

Loan Segment

 

Charge-off

   

Recoveries

   

Net Charge-offs

 

Residential real estate

  $ (4 )   $ 10     $ 6  

Home equity

    (1 )     -       (1 )

Commercial real estate

    -       -       -  

Construction and land development

    -       -       -  

Multifamily

    -       -       -  

Farmland

    -       -       -  

Commercial business

    -       8       8  

Consumer

    (6 )     4       (2 )

Manufactured homes

    -       -          

Government

    -       -       -  

Total

  $ (11 )   $ 22     $ 11  

 

32

 

The Bancorp's allowance to total loans and non-performing loans are

 

summarized below:

               

(Dollars in thousands)

 

(unaudited)

         
   

March 31, 2022

   

December 31, 2021

 
                 

Allowance for loan losses

  $ 13,387     $ 13,343  

Total loans

  $ 1,439,728     $ 966,720  

Non-performing loans

  $ 8,908     $ 7,261  

ALL-to-total loans

    0.93 %     1.38 %

ALL-to-non-performing loans (coverage ratio)

    150.3 %     183.8 %

 

The ALL provisions take into consideration management’s current judgments about the credit quality of the loan portfolio, loan portfolio balances, changes in the portfolio mix and local economic conditions. In determining the provision for loan losses for the current period, management has considered risks associated with the local economy, changes in loan balances and mix, and asset quality.

 

In addition, management considers additional reserves that have been established from acquisition activity. The Bancorp acquired loans for which there was evidence of credit quality deterioration since origination and it was determined that it was probable that the Bancorp would be unable to collect all contractually required principal and interest payments. At March 31, 2022, total purchased credit impaired loan reserves totaled $2.0 million compared to $1.4 million at December 31, 2021. Additionally, the Bancorp has acquired loans where there was no evidence of credit quality deterioration since origination and has marked these loans to their fair values. As part of the fair value of loans receivable, a net fair value discount was established for loans acquired and totaled $6.4 million at March 31, 2022, compared to $1.1 million at December 31, 2021. Details on these fair value marks and the additional reserves created can be found in Note 5, Loans Receivable.

 

The primary objective of the Bancorp’s investment portfolio is to provide for the liquidity needs of the Bancorp and to contribute to profitability by providing a stable flow of dependable earnings. Funds are generally invested in federal funds, interest bearing balances in other financial institutions, U.S. government securities, federal agency obligations, obligations of state and local municipalities and corporate securities. The securities portfolio, all of which is designated as available-for-sale, totaled $464.3 million at March 31, 2022, compared to $526.9 million at December 31, 2021, an increase of $62.6 million (11.9%). The decrease is attributable to increased unrealized losses within the portfolio and a return of liquidity from the securities portfolio. At March 31, 2022, the securities portfolio represented 23.9% of interest-earning assets and 22.1% of total assets compared to 34.6% of interest-earning assets and 32.5% of total assets at December 31, 2021.

 

The Bancorp’s end-of-period investment portfolio and other short-term investments and stock balances were as follows:

 

   

(unaudited)

                         
   

March 31,

           

December 31,

         

(Dollars in thousands)

 

2022

           

2021

         
   

Balance

   

% Securities

   

Balance

   

% Securities

 
                                 

U.S. government sponsored entities

  $ 8,202       1.8 %   $ 8,669       1.6 %

U.S. treasury securities

    199       0.1 %     400       0.1 %

Collateralized mortgage obligations and residential mortgage-backed securities

    164,123       35.3 %     184,701       35.1 %

Municipal securities

    290,824       62.6 %     332,127       63.0 %

Collateralized debt obligations

    972       0.2 %     992       0.2 %

Total securities available-for-sale

  $ 464,320       100.0 %   $ 526,889       100.0 %

 

   

(unaudited)

                         
   

March 31,

   

December 31,

   

YTD

         

(Dollars in thousands)

 

2022

   

2021

   

Change

         
   

Balance

   

Balance

    $    

%

 
                                 

Interest bearing deposits in other financial institutions

  $ 31,420     $ 19,987     $ 11,433       57.2 %

Fed funds sold

    1,819       464       1,355       292.0 %

Certificates of deposit in other financial institutions

    1,731       1,709       22       1.3 %

Federal Home Loan Bank stock

    3,038       3,247       (209 )     -6.4 %

 

The net increase in interest bearing deposits in other financial institutions and fed funds sold is primarily the result of the RYFL acquisition.

 

33

 

Deposits are a fundamental and cost-effective source of funds for lending and other investment purposes. The Bancorp offers a variety of products designed to attract and retain customers, with the primary focus on building and expanding relationships.

 

The Bancorp’s end-of-period deposit portfolio balances were as follows:

 

   

(unaudited)

                         
   

March 31,

   

December 31,

   

YTD

 

(Dollars in thousands)

 

2022

   

2021

   

Change

 
   

Balance

   

Balance

    $    

%

 
                                 

Checking

  $ 731,340     $ 629,038     $ 102,302       16.3 %

Savings

    425,634       293,976       131,658       44.8 %

Money market

    307,850       271,970       35,880       13.2 %

Certificates of deposit

    430,387       239,217       191,170       79.9 %

Total deposits

  $ 1,895,211     $ 1,434,201     $ 461,010       32.1 %

 

The following table presents the average daily amount of deposits and average rates paid on such deposits for the periods indicated. The amounts are stated inthousands (000’s).

 

   

March 31, 2022

                 
   

(unaudited)

   

December 31, 2021

 
   

Amount

   

Rate %

   

Amount

   

Rate %

 

Noninterest bearing demand deposits

  $ 343,176       -     $ 280,900       -  

Interest bearing demand deposits

    336,441       0.06       297,012       0.08  

MMDA accounts

    308,377       0.11       253,468       0.13  

Savings accounts

    388,087       0.05       277,839       0.06  

Certificates of deposit

    361,539       0.16       271,882       0.46  

Total deposits

  $ 1,737,620       0.08     $ 1,381,101       0.18  

 

As of March 31, 2022, and December 31, 2021, approximately $549.7 million and $452.0 million, respectively, of our deposit portfolio was uninsured. The uninsured amounts are estimates based on the methodologies and assumptions used for the Bank's regulatory reporting requirements.

 

The overall increase in total deposits is a result of the RYFL acquisition, as well as management’s sales efforts along with customer preferences for competitively priced short-term liquid investments.

 

The Bancorp’s borrowed funds are primarily used to fund asset growth not supported by deposit generation. The Bancorp’s end-of-period borrowing balances were as follows:

 

   

(unaudited)

                         
   

March 31,

   

December 31,

   

YTD

 

(Dollars in thousands)

 

2022

   

2021

   

Change

 
   

Balance

   

Balance

    $    

%

 
                                 

Repurchase agreements

  $ 23,239     $ 14,581     $ 8,658       59.4 %

Borrowed funds

    5       -       5       100.0 %

Total borrowed funds

  $ 23,244     $ 14,581     $ 8,663       59.4 %

 

Repurchase agreements increased as part of normal account fluctuations within that product line.

 

Liquidity and Capital Resources

For the Bancorp, liquidity management refers to the ability to generate sufficient cash to fund current loan demand, meet deposit withdrawals, and pay dividends and operating expenses. Because profit and liquidity are often conflicting objectives, management attempts to maximize the Bank’s net interest margin by making adequate, but not excessive, liquidity provisions. Furthermore, funds are managed so that future profits will not be significantly impacted as funding costs increase.

 

Changes in the liquidity position result from operating, investing and financing activities. Cash flows from operating activities are generally the cash effects of transactions and other events that enter into the determination of net income. The primary investing activities include loan originations, loan repayments, investments in interest bearing balances in other financial institutions, and the purchase, sale, and maturity of investment securities. Financing activities focus almost entirely on the generation of customer deposits. In addition, the Bancorp utilizes borrowings (i.e., repurchase agreements, FHLB advances and federal funds purchased) as a source of funds.

 

34

 

During the three months ended March 31, 2022, cash and cash equivalents increased by $21.3 million compared to a $48.1 million increase for the three months ended March 31, 2021. The primary sources of cash and cash equivalents were cash and cash equivalents from acquisition activity, the sale of loans originated for sale, proceeds from the sale of securities, and proceeds from the maturity and paydown of securities. The primary uses of cash and cash equivalents were the purchase of securities, loan originations, and change in deposits. Cash provided by operating activities totaled $722 thousand for the three months ended March 31, 2022, compared to cash provided of $16.4 million for the three months ended March 31, 2021. Cash provided from operating activities was primarily a result of net income and sale of loans originated for sale, offset by loans originated for sale and net change in accrued expenses and other liabilites. Cash inflows from investing activities totaled $27.2 million for the current period, compared to cash outflows of $27.6 million for the three months ended March 31, 2021. Cash inflows from investing activities for the current three months were primarily related to the cash and cash equivalents from acquisition activity, net, and proceeds from the sales and maturities of securities, offset against the net change in loans receivable and purchase of securiites. Net cash outflows from financing activities totaled $6.6 million during the current period compared to net cash provided of $59.3 million for the three months ended March 31, 2021. The net cash outflows from financing activities were primarily a result of net change in deposits, offset against the change in other borrowed funds. On a cash basis, the Bancorp paid dividends on common stock of $1.1 million for the three months ended March 31, 2022 and March 31, 2021.

 

At March 31, 2022, outstanding commitments to fund loans totaled $241.7 million. Approximately 53.0% of the commitments were at variable rates. Standby letters of credit, which are conditional commitments issued by the Bancorp to guarantee the performance of a customer to a third party, totaled $11.5 million at March 31, 2022. Management believes that the Bancorp has sufficient cash flow and borrowing capacity to fund all outstanding commitments and letters of credit, while maintaining proper levels of liquidity.

 

Management strongly believes that maintaining a high level of capital enhances safety and soundness. During the three months ended March 31, 2022, stockholders' equity increased by $1.0 million (0.7%). During the three months ended March 31, 2022, stockholders’ equity was primarily increased by additional paid in capital related to the RYFL acquisition, offset against increased unrealized losses on available for sale securities. Increasing stockholders’ equity was net income of $2.1 million. On April 24, 2014 the Bancorp’s Board of Directors authorized a stock repurchase program to repurchase up to 50,000 shares of the Bancorp’s outstanding common stock, from time to time and subject to market conditions, on the open market or in privately negotiated transactions. The stock repurchase program does not expire and is only limited by the number of shares that can be purchased. The stock repurchase program will be reviewed annually by the Board of Directors. No shares were repurchased under the program during the first three months of 2022 or 2021. During 2022, 10,863 restricted stock shares vested under the Bancorp’s 2015 Stock Option and Incentive Plan outlined in Note 9 of the financial statements, of which 2,336 of these shares were withheld in the form of a net surrender to cover the withholding tax obligations of the vesting employees. The repurchase of these surrendered shares is considered outside of the scope of the formal stock repurchase program.

 

The Bank is subject to risk-based capital guidelines adopted by the FDIC. The regulations divide capital into multiple tiers. The first tier (Common Equity Tier 1 Capital) includes common shareholders’ equity, after deductions for various items including goodwill and certain other intangible assets, and after certain other adjustments. Common Equity Tier 1 Capital also includes accumulated other comprehensive income (for organizations that do not make opt-out elections). The next tier (Tier 1 Capital) is comprised of Common Equity Tier 1 Capital plus other qualifying capital instruments such as perpetual noncumulative preferred stock and junior subordinated debt issued to trusts, and other adjustments. The third tier (Tier 2 Capital) includes instruments such as subordinated debt that have a minimum original maturity of at least five years and are subordinated to the claims of depositors and general creditors, total capital minority interest not included in Tier 1 Capital, and limited amounts of the allowance for loan losses, less applicable regulatory adjustments and deductions. The Bank are required to maintain a Common Equity Tier 1 Capital ratio of 4.5%, a Tier 1 Capital ratio of 6%, and a Total Capital ratio (comprised of Tier 1 Capital plus Tier 2 Capital) of 8%. In addition, the capital regulations provide for a minimum leverage ratio (Tier 1 capital to adjusted average assets) of 4%.

 

In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions by the institution and certain discretionary bonus payments to management if an institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements.

 

35

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 required the FRB to set minimum capital levels for bank holding companies that are as stringent as those required for insured depository subsidiaries. However, under the FRB’s “Small Bank Holding Company” exemption from consolidated bank holding company capital requirements, bank holding companies and savings and loan holding companies with less than $3 billion in consolidated assets, such as the Bancorp, are exempt from consolidated regulatory capital requirements, unless the FRB determines otherwise in particular cases.

 

During the three months ended March 31, 2022, the Bancorp’s and Bank’s regulatory capital ratios continued to be negatively impacted by regulatory requirements regarding collateralized debt obligations. The regulatory requirements state that for collateralized debt obligations that have been downgraded below investment grade by the rating agencies, increased risk based asset weightings are required. The Bancorp currently holds pooled trust preferred securities with a cost basis of $2.2 million. These investments currently have ratings that are below investment grade. As a result, approximately $8.6 million of risk-based assets are generated by the trust preferred securities in the Bancorp’s and Bank’s total risk based capital calculation.

 

In addition, the following table shows that, at March 31, 2022, and December 31, 2021, the Bank’s capital exceeded all applicable regulatory capital requirements. The dollar amounts are in millions.

 

(Dollars in millions)

                                 

Minimum Required To Be

 
                   

Minimum Required For

   

Well Capitalized Under Prompt

 
   

Actual

   

Capital Adequacy Purposes

   

Corrective Action Regulations

 

At March 31, 2022

 

Amount

   

Ratio

   

Amount

   

Ratio

   

Amount

   

Ratio

 

Common equity tier 1 capital to risk-weighted assets

  $ 156.8       10.9 %   $ 65.0       4.5 %   $ 93.9       6.5 %

Tier 1 capital to risk-weighted assets

  $ 156.8       10.9 %   $ 86.7       6.0 %   $ 115.6       8.0 %

Total capital to risk-weighted assets

  $ 170.2       11.8 %   $ 115.6       8.0 %   $ 144.5       10.0 %

Tier 1 capital to adjusted average assets

  $ 156.8       8.2 %   $ 77.7       4.0 %   $ 97.2       5.0 %

 

(Dollars in millions)

                                 

Minimum Required To Be

 
                   

Minimum Required For

   

Well Capitalized Under Prompt

 
   

Actual

   

Capital Adequacy Purposes

   

Corrective Action Regulations

 

At December 31, 2021

 

Amount

   

Ratio

   

Amount

   

Ratio

   

Amount

   

Ratio

 

Common equity tier 1 capital to risk-weighted assets

  $ 136.6       13.0 %   $ 47.4       4.5 %     N/A       N/A  

Tier 1 capital to risk-weighted assets

  $ 136.6       13.0 %   $ 63.3       6.0 %     N/A       N/A  

Total capital to risk-weighted assets

  $ 149.8       14.2 %   $ 84.3       8.0 %     N/A       N/A  

Tier 1 capital to adjusted average assets

  $ 136.6       8.6 %   $ 64.2       4.0 %     N/A       N/A  

 

The Bancorp’s ability to pay dividends to its shareholders is entirely dependent upon the Bank’s ability to pay dividends to the Bancorp. Under Indiana law, the Bank may pay dividends from its undivided profits (generally, earnings less losses, bad debts, taxes and other operating expenses) as is considered expedient by the Bank’s Board of Directors. However, the Bank must obtain the approval of the Indiana Department of Financial Institutions (DFI) if the total of all dividends declared by the Bank during the current year, including the proposed dividend, would exceed the sum of retained net income for the year to date plus its retained net income for the previous two years. For this purpose, “retained net income,” means net income as calculated for call report purposes, less all dividends declared for the applicable period. An exemption from DFI approval would require that the Bank have been assigned a composite uniform financial institutions rating of 1 or 2 as a result of the most recent federal or state examination; the proposed dividend would not result in a Tier 1 leverage ratio below 7.5%; and that the Bank not be subject to any corrective action, supervisory order, supervisory agreement, or board approved operating agreement. The aggregate amount of dividends that may be declared by the Bank in 2022, without the need for qualifying for an exemption or prior DFI approval, is its 2022 net profits plus $21.4 million. Moreover, the FDIC and the Federal Reserve Board may prohibit the payment of dividends if it determines that the payment of dividends would constitute an unsafe or unsound practice in light of the financial condition of the Bank. On February 25, 2022, the Board of Directors of the Bancorp declared a first quarter dividend of $0.31 per share. The Bancorp’s first quarter dividend was paid to shareholders on April 4, 2022.

 

Results of Operations - Comparison of the Three Months Ended March 31, 2022, to the Three Months Ended March 31, 2021

 

For the three months ended March 31, 2022, the Bancorp reported net income of $2.1 million, compared to net income of $4.5 million for the three months ended March 31, 2021, a decrease of $2.4 million (53.0%). For the three months ended March 31, 2022, the ROA was 0.44%, compared to 1.18% for the three months ended March 31, 2021. The ROE was 5.01% for the three months ended March 31, 2022, compared to 11.94% for the three months ended March 31, 2021.

 

36

 

Net interest income for the three months ended March 31, 2022, was $15.5 million, an increase of $3.5 million (29.0%), compared to $12.0 million for the three months ended March 31, 2021. The weighted-average yield on interest-earning assets was 3.49% for the three months ended March 31, 2022, compared to 3.59% for the three months ended March 31, 2021. The weighted-average cost of funds for the three months ended March 31, 2022 was 0.08% compared to 0.20% for the three months ended March 31, 2021. The impact of the 3.49% return on interest earning assets and the 0.08% cost of funds resulted in an interest rate spread of 3.41% for the current three months, an increase from the 3.39% spread for the three months ended March 31, 2021. The net interest margin on earning assets was 3.41% for the three months ended March 31, 2022, and 3.40% for the three months ended March 31, 2021. On a tax equivalent basis, the Bancorp’s net interest margin was 3.63% for the three months ended March 31, 2022, compared to 3.59% for the three months ended March 31, 2021. The Bancorp believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully-taxable equivalent basis, as these measures provide useful information to make peer comparisons. Tax adjusted net interest margin represents a non-GAAP financial measure. See the non-GAAP reconciliation table immediately below and the section captioned “Non-GAAP Financial Measures” for further disclosure regarding non-GAAP financial measures.

 

 

(Dollars in thousands)

 

Three Months Ended

 

(unaudited)

 

March 31, 2022

   

March 31, 2021

 
                 

Calculation of tax adjusted net interest margin

               

Net interest income

  $ 15,535     $ 12,046  

Tax adjusted interest on securities and loans

    966       677  

Adjusted net interest income

    16,501       12,723  

Total average earning assets

    1,820,588       1,417,462  

Tax adjusted net interest margin

    3.63 %     3.59 %

 

 

Information relating to the average consolidated balance sheet and the yield on average earning assets and cost of average liabilities for the periods indicated are in the following table. Dividing the related interest, on an annualized basis, by the average balance of assets or liabilities drives the disclosed rates. Average balances are derived from daily balances.

 

Quarter-to-Date

                                               

(Dollars in thousands)

 

Average Balances, Interest, and Rates

 

(unaudited)

 

March 31, 2022

   

March 31, 2021

 
   

Average
Balance

   

Interest

   

Rate (%)

   

Average
Balance

   

Interest

   

Rate (%)

 

ASSETS

         

`

                                 

Interest bearing deposits in other financial institutions

  $ 22,295     $ 8       0.14     $ 51,688     $ 12       0.09  

Federal funds sold

    8,015       -       -       788       -       -  

Certificates of deposit in other financial institutions

    1,725       3       0.70       1,598       8       2.00  

Securities available-for-sale

    510,119       2,575       2.02       383,877       1,941       2.02  

Loans receivable*

    1,274,407       13,286       4.17       975,593       10,746       4.41  

Federal Home Loan Bank stock

    4,027       22       2.19       3,918       20       2.04  

Total interest earning assets

    1,820,588     $ 15,894       3.49       1,417,462     $ 12,727       3.59  

Cash and non-interest bearing deposits in other financial institutions

    20,183                       33,719                  

Allowance for loan losses

    (13,367 )                     (12,662 )                

Other noninterest bearing assets

    127,943                       98,316                  

Total assets

  $ 1,955,347                     $ 1,536,835                  
                                                 

LIABILITIES AND STOCKHOLDERS' EQUITY

                                               

Total deposits

  $ 1,737,620     $ 337       0.08     $ 1,348,160     $ 651       0.19  

Repurchase agreements

    19,390       16       0.33       14,479       10       0.28  

Borrowed funds

    6,091       6       0.39       2,967       20       2.70  

Total interest bearing liabilities

    1,763,101     $ 359       0.08       1,365,606     $ 681       0.20  

Other noninterest bearing liabilities

    21,872                       19,049                  

Total liabilities

    1,784,973                       1,384,655                  

Total stockholders' equity

    170,374                       152,180                  

Total liabilities and stockholders' equity

  $ 1,955,347                     $ 1,536,835                  
                                                 

Net intrest spread

    3.41 %                     3.39 %                

Net interest margin**

    3.41 %                     3.40 %                

Ratio of interest-earning assets to interest-bearing liabilities

 

1.03

x                  

1.04

x                

 

* Non-accruing loans have been included in the average balances. ** Net interest income divided by average interest-earning assets.

 

The increase in interest earning asset income for the three months ended March 31, 2022, compared to the three months ended March 31, 2021, is primarily a result of the RYFL acquisition. The decrease in interest bearing liability expense is primarily the result of the Bancorp adjusting deposit pricing to align with the current interest rate cycle.

 

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The following table shows the change in noninterest income for the three months ending March 31, 2022, and March 31, 2021.

 

(Dollars in thousands)

 

Quarter Ended March 31,

   

3/31/2022 vs. 3/31/2021

 
   

2022

   

2021

   

$ Change

   

% Change

 

Noninterest income:

                               

Fees and service charges

    1,304       1,066       238       22.3 %

Gain on sale of loans held-for-sale, net

    607       2,049       (1,442 )     -70.4 %

Wealth management operations

    595       607       (12 )     -2.0 %

Gain on sale of securities, net

    381       417       (36 )     -8.6 %

Increase in cash value of bank owned life insurance

    252       169       83       49.1 %

Gain (loss) on sale of foreclosed real estate

    -       (9 )     9       -100.0 %

Other

    5       14       (9 )     -64.3 %
                                 

Total noninterest income

    3,144       4,313       (1,169 )     -27.1 %

 

The decrease in gain on sale of loans is the result of significant refinance activity which started in 2020 and continued into the following year due to the economic and low rate environment, which resulted in more loans originated and sold. We anticipate the demand for mortgage loans will continue to revert to normal levels as borrowing rates on loans increase. The increase in fees and service charges for the three-month period ended March 31, 2022 compared to the three-month period ended March 31, 2021 is primarily the result of changes in customer usage of bank services.

 

The following table shows the change in noninterest expense for the three months ending March 31, 2022, and March 31, 2021.

 

(Dollars in thousands)

 

Quarter Ended March 31,

   

3/31/2022 vs. 3/31/2021

 
   

2022

   

2021

   

$ Change

   

% Change

 

Noninterest expense:

                               

Compensation and benefits

    7,367       5,685       1,682       29.6 %

Data processing

    3,054       674       2,380       353.1 %

Occupancy and equipment

    1,500       1,372       128       9.3 %

Marketing

    651       199       452       227.1 %

Federal deposit insurance premiums

    219       180       39       21.7 %

Other

    3,478       2,383       1,095       46.0 %
                                 

Total noninterest expense

    16,269       10,493       5,776       55.0 %

 

For the three months ended March 31, 2022, the increase in compensation and benefits is primarily the result of the RYFL acquisition and management’s continued focus on talent management and retention. The increase in data processing expense in primarily the result of data conversion expenses related to the acquisition of RYFL, increased system utilization due to growth of the Bank, and continued investment in technological advancements such as Salesforce and nCino. The increase in occupancy and equipment expense is primarily related to the RYFL acquisition and related assets acquired in the transaction. The increase in marketing expense is primarily the result of the RYFL acquisition. The increase in other operating expenses is primarily the result of one-time expenses related to the acquisition of RYFL and continued investments in strategic initiatives focusing on growth of the organization.

 

Income tax expenses for the three months ended March 31, 2022, totaled $275 thousand, compared to income tax expense of $745 thousand for the three months ended March 31, 2021, a decrease of $470 thousand (63.1%). The combined effective federal and state tax rates for the Bancorp was 11.4% for the three months ended March 31, 2022, compared to 14.1% for the three months ended March 31, 2021. The Bancorp’s lower current period effective tax rate is a result of a greater increase to tax preferred income relative to earnings.

 

Critical Accounting Policies

Critical accounting policies are those accounting policies that management believes are most important to the portrayal of the Bancorp’s financial condition and that require management’s most difficult, subjective or complex judgments. The Bancorp’s critical accounting policies from December 31, 2021 remain unchanged.

 

Forward-Looking Statements

Statements contained in this report that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are also intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. The Bancorp cautions readers that forward-looking statements, including without limitation those relating to the Bancorp’s future business prospects, merger and acquisition activities, interest income and expense, net income, liquidity, and capital needs are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, due to, among other things, factors identified in this report, including those identified in the Bancorp’s 2021 Form 10-K.

 

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Non-GAAP Financial Measures

This filing includes certain financial measures that are identified as non-GAAP, including adjusted net interest income and tax adjusted net interest margin. The Bancorp provides these non-GAAP performance measures because they are used by management to evaluate and measure the Bancorp’s performance, which the Bancorp believes also is useful to assist investors in assessing the Bancorp’s operating performance. Where non-GAAP financial measures are used in this report, the most comparable GAAP measure, as well as the reconciliation to the most comparable GAAP measure, can be found in the tables referenced herein.

 

The adjusted net interest income and tax-adjusted net interest margin measures recognize the income tax savings when comparing taxable and tax-exempt assets. Interest income and yields on tax-exempt securities and loans are presented using the current federal income tax rate of 21%. Management believes that it is standard practice in the banking industry to present net interest income and net interest margin on a fully tax-equivalent basis and that it may enhance comparability for peer comparison purposes.

 

Although these non-GAAP financial measures are frequently used by investors to evaluate a financial institution’s business and performance, they have limitations as analytical tools and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP. In addition, these non-GAAP financial measures may differ from those used by other financial institutions to assess their business operations and performance.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

 

Item 4. Controls and Procedures

 

(a)

Evaluation of Disclosure Controls and Procedures.

The Bancorp maintains disclosure controls and procedures (as defined in Sections 13a – 15(e) and 15d – 15(e)) of regulations promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to ensure that information required to be disclosed by the Bancorp in the reports that it files or submits under the "Exchange Act" is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Bancorp in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Bancorp's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. The Bancorp's Chief Executive Officer and Chief Financial Officer evaluate the effectiveness of the Bancorp's disclosure controls and procedures as of the end of each quarter. Based on that evaluation as of March 31, 2022, the Bancorp’s Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures were effective as of that date in ensuring that information required to be disclosed by the Bancorp under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

 

(b)   Changes in Internal Control Over Financial Reporting.

There was no change in the Bancorp's internal control over financial reporting identified in connection with the Bancorp’s evaluation of controls that occurred during the three months ended March 31, 2022, that has materially affected, or is reasonably likely to materially affect, the Bancorp's internal control over financial reporting.

 

39

 

 

PART II Other Information

Item 1.

Legal Proceedings

The Bancorp and its subsidiaries, from time to time, are involved in legal proceedings in the ordinary course of business against its debtors and are defendants in legal actions arising from normal business activities. Management, after consultation with legal counsel believes that the ultimate liabilities, if any, resulting from these actions will not have a material adverse effect on the financial position of the Bank or on the consolidated financial position of the Bancorp.

 

Item 1A.

Risk Factors

Not Applicable.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

On April 24, 2014, the Bancorp’s Board of Directors authorized a stock repurchase program to repurchase up to 50,000 shares of the Bancorp’s outstanding common stock, from time to time and subject to market conditions, on the open market or in privately negotiated transactions. The stock repurchase program does not expire and is only limited by the number of shares that can be purchased. The stock repurchase program will be reviewed annually by the Board of Directors. No shares were repurchased during the three months ended March 31, 2022, under the stock repurchase program.

 

Period

 

Total Number
of Shares Purchased

   

Average Price
Paid per Share

   

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

   

Maximum Number of Shares That May Yet Be Purchased Under the Program(1)

 

January 1, 2022 – January 31, 2022

    -       N/A       -       48,828  

February 1, 2022 – February 28, 2022

    -       N/A       -       48,828  

March 1, 2022 – March 31, 2022

    -       N/A       -       48,828  

 

 

(1)

The stock repurchase program was announced on April 24, 2014, whereby the Bancorp is authorized to repurchase up to 50,000 shares of the Bancorp’s common stock outstanding. There is no express expiration date for this program.

 

Item 3.

Defaults Upon Senior Securities

There are no matters reportable under this item.

 

Item 4.

Mine Safety Disclosures

Not Applicable

 

Item 5.

Other Information

None

 

Item 6.

Exhibits

 

Exhibit

   

Number

 

Description

3.1

 

Restated Articles of Incorporation of Finward Bancorp (incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed with the SEC on March 2, 2022).

10.1

 

Amended and Restated Finward Bancorp 2015 Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on March 2, 2022).

31.1

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

31.2

  Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

32.1

  Section 1350 Certifications.

101

 

The following materials from the Bancorp’s Form 10-Q for the quarterly period ended March 31, 2022, formatted in an XBRL Interactive Data File: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Changes in Stockholders’ Equity; (iv) Consolidated Statement of Comprehensive Income; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements, with detailed tagging of notes and financial statement schedules.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

 

40

 

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.

 

 

    FINWARD BANCORP  

 

 

 

 

 

 

 

 

Date: May 16, 2022

 

/s/ Benjamin J. Bochnowski

 

 

 

Benjamin J. Bochnowski

 

 

 

President and Chief Executive Officer

 

       
       
Date: May 16, 2022   /s/ Peymon S. Torabi    
    Peymon S. Torabi  
    Executive Vice President, Chief Financial  
    Officer and Treasurer  

 

 

41