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FIRST MID BANCSHARES, INC. - Quarter Report: 2019 September (Form 10-Q)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 10-Q
 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
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 0-13368
 
FIRST MID BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
 
Delaware
37-1103704
(State or other jurisdiction of incorporation or organization)
(I.R.S. employer identification no.)
 
1421 Charleston Avenue,
 
Mattoon, Illinois
61938
(Address of principal executive offices)
(Zip code)
 
(217) 234-7454
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
FMBH
NASDAQ Global Market

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 [X]  No [  ]

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

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

Large accelerated filer [  ]
Accelerated filer [X]
Non-accelerated filer [  ]
(Do not check if a smaller reporting company)
Smaller reporting company [  ]
 
 
Emerging growth company [  ]

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).  [  ] Yes  [X] No

As of November 5, 2019, 16,665,284 common shares, $4.00 par value, were outstanding.





PART I

ITEM 1.  FINANCIAL STATEMENTS
 
 
 
First Mid Bancshares, Inc.
 
 
 
Condensed Consolidated Balance Sheets
(Unaudited)
 
 
(In thousands, except share data)
September 30, 2019
 
December 31, 2018
Assets
 
 
 
Cash and due from banks:
 
 
 
Non-interest bearing
$
98,584

 
$
63,593

Interest bearing
8,722

 
77,142

Federal funds sold
923

 
665

Cash and cash equivalents
108,229

 
141,400

Certificates of deposit investments
5,360

 
7,569

Investment securities:
 

 
 

Available-for-sale, at fair value
736,698

 
692,274

Held-to-maturity, at amortized cost (estimated fair value of $69,492 and $67,909 at September 30, 2019 and December 31, 2018, respectively)
69,515

 
69,436

Loans held for sale
4,603

 
1,508

Loans
2,618,955

 
2,643,011

Less allowance for loan losses
(26,741
)
 
(26,189
)
Net loans
2,592,214

 
2,616,822

Interest receivable
17,749

 
16,881

Other real estate owned
4,348

 
2,534

Premises and equipment, net
59,724

 
59,117

Goodwill, net
104,992

 
105,277

Intangible assets, net
29,469

 
33,820

Bank owned life insurance
66,786

 
65,484

Right of use lease assets
12,544

 

Other assets
25,498

 
27,612

Total assets
$
3,837,729

 
$
3,839,734

Liabilities and Stockholders’ Equity
 

 
 

Deposits:
 

 
 

Non-interest bearing
$
596,518

 
$
575,784

Interest bearing
2,392,407

 
2,412,902

Total deposits
2,988,925

 
2,988,686

Securities sold under agreements to repurchase
174,530

 
192,330

Interest payable
2,632

 
1,758

FHLB borrowings
80,862

 
119,745

Other borrowings

 
7,724

Junior subordinated debentures
29,126

 
29,000

Lease liabilities
12,557

 

Other liabilities
27,138

 
24,627

Total liabilities
3,315,770

 
3,363,870

Stockholders’ Equity:
 

 
 

Common stock, $4 par value; authorized 30,000,000 shares; issued 17,272,899 and 17,219,012 shares in 2019 and 2018, respectively
71,092

 
70,876

Additional paid-in capital
295,534

 
293,937

Retained earnings
161,359

 
131,392

Deferred compensation
2,506

 
2,761

Accumulated other comprehensive income (loss)
9,422

 
(6,473
)
Less treasury stock at cost, 609,804 shares in 2019 and 574,377 shares in 2018
(17,954
)
 
(16,629
)
Total stockholders’ equity
521,959

 
475,864

Total liabilities and stockholders’ equity
$
3,837,729

 
$
3,839,734

See accompanying notes to unaudited condensed consolidated financial statements.


2






First Mid Bancshares, Inc.
 
 
 
Condensed Consolidated Statements of Income (unaudited)
 
(In thousands, except per share data)
Three months ended September 30,
 
Nine months ended September 30,
 
2019
 
2018
 
2019
 
2018
Interest income:
 
 
 
 
 
 
 
Interest and fees on loans
$
31,976

 
$
28,850

 
$
95,619

 
$
75,219

Interest on investment securities
5,297

 
4,511

 
15,942

 
13,271

Interest on certificates of deposit investments
33

 
13

 
108

 
34

Interest on federal funds sold
4

 
2

 
11

 
5

Interest on deposits with other financial institutions
268

 
112

 
1,520

 
248

Total interest income
37,578

 
33,488

 
113,200

 
88,777

Interest expense:
 

 
 

 
 

 
 

Interest on deposits
5,174

 
2,217

 
14,492

 
5,149

Interest on securities sold under agreements to repurchase
196

 
72

 
671

 
196

Interest on FHLB borrowings
683

 
559

 
2,102

 
1,309

Interest on other borrowings
8

 
148

 
9

 
374

Interest on subordinated debentures
392

 
405

 
1,236

 
1,013

Total interest expense
6,453

 
3,401

 
18,510

 
8,041

Net interest income
31,125

 
30,087

 
94,690

 
80,736

Provision for loan losses
2,658

 
2,551

 
3,696

 
5,483

Net interest income after provision for loan losses
28,467

 
27,536

 
90,994

 
75,253

Other income:
 

 
 

 
 

 
 

Wealth management revenues
3,311

 
1,579

 
10,543

 
4,920

Insurance commissions
3,242

 
877

 
12,557

 
3,202

Service charges
2,091

 
2,009

 
5,852

 
5,447

Securities gains, net
51

 

 
323

 
901

Mortgage banking revenue, net
582

 
368

 
1,167

 
939

ATM / debit card revenue
2,173

 
1,979

 
6,391

 
5,443

Bank owned life insurance
439

 
342

 
1,316

 
933

Other
1,028

 
765

 
2,995

 
1,982

Total other income
12,917

 
7,919

 
41,144

 
23,767

Other expense:
 

 
 

 
 

 
 

Salaries and employee benefits
14,497

 
11,600

 
46,636

 
32,851

Net occupancy and equipment expense
4,377

 
3,530

 
13,375

 
10,308

Net other real estate owned expense
172

 
(61
)
 
413

 
22

FDIC insurance
(87
)
 
174

 
389

 
740

Amortization of intangible assets
1,373

 
838

 
4,552

 
2,059

Stationery and supplies
284

 
328

 
835

 
725

Legal and professional
1,215

 
1,071

 
3,713

 
3,925

Marketing and donations
523

 
468

 
1,458

 
1,253

Other
3,540

 
6,542

 
13,020

 
11,777

Total other expense
25,894

 
24,490

 
84,391

 
63,660

Income before income taxes
15,490

 
10,965

 
47,747

 
35,360

Income taxes
3,820

 
2,731

 
11,780

 
8,699

Net income
$
11,670

 
$
8,234

 
$
35,967

 
$
26,661

Per share data:
 

 
 

 
 

 
 

Basic net income per common share available to common stockholders
$
0.70

 
$
0.54

 
$
2.16

 
$
1.91

Diluted net income per common share available to common stockholders
0.70

 
0.54

 
2.15

 
1.90

Cash dividends declared per common share

 

 
0.36

 
0.34

See accompanying notes to unaudited condensed consolidated financial statements.


3






First Mid Bancshares, Inc.
 
 
 
 
 
 
 
Condensed Consolidated Statements of Comprehensive Income (unaudited)
 
 
 
(in thousands)
Three months ended September 30,
 
Nine months ended September 30,
 
2019
 
2018
 
2019
 
2018
Net income
$
11,670

 
$
8,234

 
$
35,967

 
$
26,661

Other Comprehensive Income (Loss)
 

 
 

 
 

 
 

Unrealized gains (losses) on available-for-sale securities, net of taxes of $(909) and $1,191 for three months ended September 30, 2019 and 2018, respectively and $(6,562) and $3,796 for nine months ended September 30, 2019 and 2018, respectively.
2,221

 
(2,919
)
 
16,062

 
(9,289
)
Amortized holding losses on held-to-maturity securities transferred from available-for-sale, net of taxes of $(8) for both three months ended September 30, 2019 and 2018 and $(25) for both nine months ended September 30, 2019 and 2018.
21

 
20

 
62

 
60

Less: reclassification adjustment for realized gains included in net income, net of taxes of $15 and $0 for three months ended September 30, 2019 and 2018, respectively and $94 and $261 for nine months ended September 30, 2019 and 2018, respectively.
(36
)
 

 
(229
)
 
(640
)
Other comprehensive income (loss), net of taxes
2,206

 
(2,899
)
 
15,895

 
(9,869
)
Comprehensive income
$
13,876

 
$
5,335

 
$
51,862

 
$
16,792


See accompanying notes to unaudited condensed consolidated financial statements.




4








First Mid Bancshares, Inc.
 
 
 
 
 
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
 
 
For the three months ended September 30, 2019 and 2018
 
 
 
 
Common Stock
Additional Paid-In-Capital
 
Deferred Compensation
Accumulated Other Comprehensive Income (Loss)
 
 
(in thousands)
Retained Earnings
Treasury Stock
 
 
Total
June 30, 2019
$
71,075

$
295,415

$
149,688

$
2,323

$
7,216

$
(16,759
)
$
508,958

Net income


11,670




11,670

Other comprehensive income, net of tax




2,206


2,206

Cash dividends on common stock (.36/share)


1




1

Issuance of 2,230 common shares pursuant to Deferred Compensation Plan
9

66





75

Issuance of 1,976 common shares pursuant to the Employee Stock Purchase Plan
8

53





61

Purchase of 35,427 shares of treasury stock





(1,129
)
(1,129
)
Deferred Compensation



66


(66
)

Vested restricted shares/units compensation expense



117



117

September 30, 2019
$
71,092

$
295,534

$
161,359

$
2,506

$
9,422

$
(17,954
)
$
521,959

 
 
 
 
 
 
 
 
June 30, 2018
$
65,433

$
250,433

$
118,721

$
2,403

$
(9,274
)
$
(16,390
)
$
411,326

Net income


8,234




8,234

Other comprehensive loss, net of tax




(2,899
)

(2,899
)
Issuance of 1,779 common shares pursuant to Deferred Compensation Plan
7

66





73

Issuance of 8,000 common shares pursuant to the exercise of stock options
32

152





184

Adjustment to issuance of common shares pursuant to acquisition of First Banctrust Corporation, net proceeds

(183
)




(183
)
Adjustment to issuance of common shares pursuant to capital raise

17





17

Deferred Compensation



68


(68
)

Tax benefit related to deferred compensation distributions

(1
)




(1
)
Vested restricted shares/units compensation expense



82



82

September 30, 2018
$
65,472

$
250,484

$
126,955

$
2,553

$
(12,173
)
$
(16,458
)
$
416,833


See accompanying notes to unaudited condensed consolidated financial statements.



5






First Mid Bancshares, Inc.
 
 
 
 
 
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
 
 
For the nine months ended September 30, 2019 and 2018
 
 
 
 
Common Stock
Additional Paid-In-Capital
 
Deferred Compensation
Accumulated Other Comprehensive Income (Loss)
 
 
(in thousands)
Retained Earnings
Treasury Stock
 
 
Total
December 31, 2018
$
70,876

$
293,937

$
131,392

$
2,761

$
(6,473
)
$
(16,629
)
$
475,864

Net income


35,967




35,967

Other comprehensive income, net of tax




15,895


15,895

Cash dividends on common stock (.36/share)


(6,000
)



(6,000
)
Issuance of 13,475 common shares pursuant to Dividend Reinvestment Plan
54

419





473

Issuance of 9,628 common shares pursuant to Deferred Compensation Plan
39

284





323

Issuance of 25,950 restricted shares pursuant to the 2017 Stock Incentive Plan
104

760





864

Issuance of 4,834 common shares pursuant to the Employee Stock Purchase Plan
19

130





149

Purchase of 35,427 shares of treasury stock





(1,129
)
(1,129
)
Deferred Compensation



196


(196
)

Tax benefit related to deferred compensation distributions

56





56

Grant of restricted units pursuant to 2017 Stock Incentive Plan

(52
)

(814
)


(866
)
Vested restricted shares/units compensation expense



363



363

September 30, 2019
$
71,092

$
295,534

$
161,359

$
2,506

$
9,422

$
(17,954
)
$
521,959

 
 
 
 
 
 
 
 
December 31, 2017
$
54,925

$
163,603

$
104,683

$
3,540

$
(2,304
)
$
(16,483
)
$
307,964

Net income


26,661




26,661

Other comprehensive loss, net of tax




(9,869
)

(9,869
)
Cash dividends on common stock (.34/share)


(4,389
)



(4,389
)
Issuance of 14,626 common shares pursuant to Dividend Reinvestment Plan
59

474





533

Issuance of 7,121 common shares pursuant to Deferred Compensation Plan
28

249





277

Issuance of 13,250 restricted shares pursuant to the 2017 Stock Incentive Plan
53

463





516

Issuance of 10,500 common shares pursuant to the exercise of stock options
42

200





242

Issuance of 1,643,900 common shares pursuant to acquisition of First Banctrust Corporation, net proceeds
6,576

54,527





61,103

Issuance of 947,368 common shares pursuant to capital raise
3,789

30,214





34,003

Purchase of 2,588 shares of treasury stock





(95
)
(95
)
Deferred Compensation



(120
)

120


Tax benefit related to deferred compensation distributions

160





160

Grant of restricted units pursuant to 2017 Stock Incentive Plan

594


(1,109
)


(515
)
Vested restricted shares/units compensation expense



242



242

September 30, 2018
$
65,472

$
250,484

$
126,955

$
2,553

$
(12,173
)
$
(16,458
)
$
416,833

See accompanying notes to unaudited condensed consolidated financial statements.


6






First Mid Bancshares, Inc.
 
Condensed Consolidated Statements of Cash Flows (unaudited)
Nine months ended September 30,
(In thousands)
2019
 
2018
Cash flows from operating activities:
 
 
 
Net income
$
35,967

 
$
26,661

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

 
 

Provision for loan losses
3,696

 
5,483

Depreciation, amortization and accretion, net
8,189

 
5,431

Change in cash surrender value of bank owned life insurance
(1,316
)
 
(933
)
Stock-based compensation expense
381

 
242

Operating lease payments
(2,019
)
 

Gains on investment securities, net
(323
)
 
(901
)
Loss (gain) on sales of repossessed assets, net
86

 
(62
)
Loss on write down of premises and equipment
7

 
26

Gains on sale of loans held for sale, net
(978
)
 
(796
)
Increase in accrued interest receivable
(868
)
 
(1,767
)
Increase in accrued interest payable
1,117

 
541

Origination of loans held for sale
(68,022
)
 
(48,214
)
Proceeds from sale of loans held for sale
65,905

 
49,095

(Increase) decrease in other assets
1,230

 
575

Decrease in other liabilities
(896
)
 
(8,941
)
Net cash provided by operating activities
42,156

 
26,440

Cash flows from investing activities:
 

 
 

Proceeds from maturities of certificates of deposit investments
2,209

 
747

Proceeds from sales of securities available-for-sale
20,052

 
13,152

Proceeds from maturities of securities available-for-sale
89,643

 
40,476

Purchases of securities available-for-sale
(132,424
)
 
(30,082
)
Net decrease (increase) in loans
18,277

 
(99,308
)
Purchases of premises and equipment
(3,313
)
 
(1,765
)
Proceeds from sales of other real property owned
700

 
1,490

Net cash provided by acquisition

 
10,323

Net cash used in investing activities
(4,856
)
 
(64,967
)
Cash flows from financing activities:
 
 
 

Net increase (decrease) in deposits
239

 
(8,866
)
Increase in federal funds purchased

 
22,000

Decrease in repurchase agreements
(17,800
)
 
(56,513
)
Proceeds from FHLB advances

 
45,000

Repayment of FHLB advances
(39,000
)
 
(15,000
)
Repayment of long-term debt
(7,724
)
 
(2,813
)
Proceeds from issuance of common stock
470

 
36,519

Direct expenses related to capital transactions

 
(2,243
)
Purchase of treasury stock
(1,129
)
 
(95
)
Dividends paid on common stock
(5,527
)
 
(3,856
)
Net cash (used in) provided by financing activities
(70,471
)
 
14,133

Decrease in cash and cash equivalents
(33,171
)
 
(24,394
)
Cash and cash equivalents at beginning of period
141,400

 
88,879

Cash and cash equivalents at end of period
$
108,229

 
$
64,485



7






First Mid Bancshares, Inc.
 
Condensed Consolidated Statements of Cash Flows (unaudited)
Nine months ended September 30,
(In thousands)
2019
 
2018
Supplemental disclosures of cash flow information
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
17,636

 
$
7,243

Income taxes
11,541

 
7,919

Supplemental disclosures of noncash investing and financing activities
 

 
 

Loans transferred to other real estate owned
2,635

 
224

Initial recognition of right-of-use assets
14,116

 

Initial recognition of lease liabilities
14,116

 

Dividends reinvested in common stock
473

 
533

Net tax benefit related to option and deferred compensation plans
56

 
160

Supplemental disclosure of purchase of capital stock of First Bank
 
 
 
Fair value of assets acquired


 
501,285

Consideration paid:
 
 
 
     Cash paid


 
10,275

     Common stock issued


 
61,350

Total consideration paid


 
71,625

Fair value of liabilities assumed


 
$
429,660


See accompanying notes to unaudited condensed consolidated financial statements.


8






Notes to Condensed Consolidated Financial Statements
(unaudited)

Note 1 --  Basis of Accounting and Consolidation

The unaudited condensed consolidated financial statements include the accounts of First Mid Bancshares, Inc. (“Company”) formerly known as First Mid-Illinois Bancshares, Inc., and its wholly-owned subsidiaries:  First Mid Bank & Trust, N.A. (“First Mid Bank”), First Mid Wealth Management Company, Mid-Illinois Data Services, Inc. (“MIDS”) and First Mid Insurance Group, Inc. (“First Mid Insurance”).  All significant intercompany balances and transactions have been eliminated in consolidation. The financial information reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the results of the interim periods ended September 30, 2019 and 2018, and all such adjustments are of a normal recurring nature.  Certain amounts in the prior year’s consolidated financial statements may have been reclassified to conform to the September 30, 2019 presentation and there was no impact on net income or stockholders’ equity.  The results of the interim period ended September 30, 2019 are not necessarily indicative of the results expected for the year ending December 31, 2019. The Company operates as a one-segment entity for financial reporting purposes.

The 2018 year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

The unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all of the information required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements and related footnote disclosures although the Company believes that the disclosures made are adequate to make the information not misleading.  These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2018 Annual Report on Form 10-K.

Website

The Company maintains a website at www.firstmid.com. All periodic and current reports of the Company and amendments to these reports filed with the Securities and Exchange Commission (“SEC”) can be accessed, free of charge, through this website as soon as reasonably practicable after these materials are filed with the SEC.

Capital Raise

On June 13, 2018, the Company and First Mid Bank, entered into an underwriting agreement (the “Underwriting Agreement”) with FIG Partners, LLC, as the representative of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters and the Underwriters agreed to purchase, subject to and upon the terms and conditions of the Underwriting Agreement, an aggregate of 823,799 shares of the Company’s common stock, par value $4.00 per share, at a public offering price of $38.00 per share, in an underwritten public offering (the “Offering”). The Company granted the Underwriters an option for a period of 30 days after the date of the Underwriting Agreement to purchase up to an additional 123,569 shares of common stock at the public offering price, less discounts and commissions. The Underwriters exercised their option in full on June 13, 2018, resulting in 947,368 shares of common stock being offered in the Offering. The Offering closed on June 15, 2018. The net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses, were approximately $34.0 million.

First BancTrust Corporation

On December 11, 2017, the Company and Project Hawks Merger Sub LLC (formerly known as Project Hawks Merger Sub Corp.), a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company (“Hawks Merger Sub”), entered into an Agreement and Plan of Merger (as amended as of January 18, 2018, the “First Bank Merger Agreement") with First BancTrust Corporation, a Delaware corporation (“First Bank”), pursuant to which, among other things, the Company agreed to acquire 100% of the issued and outstanding shares of First Bank pursuant to a business combination whereby First Bank merged with and into Hawks Merger Sub, with Hawks Merger Sub as the surviving entity and a wholly-owned subsidiary of the Company (the “First Bank Merger”).



9






Subject to the terms and conditions of the First Bank Merger Agreement, at the effective time of the First Bank Merger, each share of common stock, par value $0.01 per share, of First Bank issued and outstanding immediately prior to the effective time of the First Bank Merger (other than shares held in treasury by First Bank and shares held by stockholders who have properly made and not withdrawn a demand for appraisal rights under Delaware law) converted into and become the right to receive, (a) $5.00 in cash and (b) 0.800 shares of common stock, par value $4.00 per share, of the Company and cash in lieu of fractional shares, less any applicable taxes required to be withheld and subject to certain adjustments, all as set forth in the First Bank Merger Agreement.

The First Bank Merger closed on May 1, 2018 and the Company issued an aggregate total of 1,643,900 shares of common stock paying approximately $10,275,000, including cash in lieu of fractional shares. The accounting for the First Bank Merger is presented in Note 8 to the consolidated financial statements. First Bank’s wholly-owned bank subsidiary, First Bank & Trust, merged with and into the Company’s wholly owned bank subsidiary, First Mid Bank, on August 10, 2018. At the time of the bank merger, First Bank & Trust’s banking offices became branches of First Mid Bank.

SCB Bancorp, Inc.

On June 12, 2018, The Company and Project Almond Merger Sub LLC, a newly formed Illinois limited liability company and wholly-owned subsidiary of the Company (“Almond Merger Sub”), entered into an Agreement and Plan of Merger (the “SCB Merger Agreement”) with SCB Bancorp, Inc., an Illinois corporation (“SCB”), pursuant to which, among other things, the Company agreed to acquire 100% of the issued and outstanding shares of SCB pursuant to a business combination whereby SCB will merge with and into Almond Merger Sub, whereupon the separate corporate existence of SCB will cease and Merger Sub will continue as the surviving company and a wholly-owned subsidiary of the Company (the “SCB Merger”).

Subject to the terms and conditions of the SCB Merger Agreement, at the effective time of the SCB Merger, each share of common stock, par value $7.50 per share, of SCB issued and outstanding immediately prior to the effective time of the SCB Merger were converted into and became the right to receive, at the election of each stockholder, either $307.93 in cash or 8.0228 shares of common stock, par value $4.00 per share, of the Company and cash in lieu of fractional shares, less any applicable taxes required to be withheld. In addition, immediately prior to the closing of the proposed merger, SCB paid special dividend to its shareholders in the aggregate amount of approximately $25 million. The SCB Merger was subject to customary closing conditions, including the approval of the appropriate regulatory authorities and of the stockholders of SCB.

The SCB Merger was completed on November 15, 2018 and an aggregate of 1,330,571 shares of common stock were issued, and approximately $19,046,000 was paid, to the stockholders of SCB, including cash in lieu of fractional shares. Soy Capital Bank and Trust Company (“Soy Capital Bank”), merged with and into First Mid Bank on April 6, 2019. At the time of the bank merger, Soy Capital Bank’s banking offices became branches of First Mid Bank.

At-The-Market Program

On August 16, 2017, the Company entered into a Sales Agency Agreement, pursuant to which the Company may sell, from time to time, up to an aggregate of $20 million of its common stock. Shares of common stock are offered pursuant to the Company's shelf registration statement filed within the SEC. During the nine months ended September 30, 2019, the company sold no shares of common stock under the program. As of September 30, 2019, approximately $16.53 million of common stock remained available for issuance under the At The Market program.

Stock Repurchase Plan

On August 16, 2019, the Company adopted a repurchase plan under Rule 10b5-1 and Rule 10b-18 of the Exchange Act. The Company implemented the repurchase plan in connection with its previously announced stock repurchase program. Under the repurchase plan, up to approximately $6.2 million worth of shares of the Company’s common stock may be repurchased. During the quarter, the Company repurchased approximately $1.1 million in common stock, or 35,427 shares.  The Company has approximately $5.1 million in remaining capacity under the plan. Although the Company adopted the repurchase plan, the Company may make discretionary repurchases in the open market or in privately negotiated transactions from time to time. The timing, manner, price and amount of any such repurchases will be determined by the Company at its discretion and will depend upon a variety of factors including economic and market conditions, price, applicable legal requirements and other factors.


10






Bank Owned Life Insurance

First Mid Bank has purchased life insurance policies on certain senior management. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts that are probable at settlement.

Stock Plans

At the Annual Meeting of Stockholders held April 26, 2017, the stockholders approved the First Mid-Illinois Bancshares, Inc. 2017 Stock Incentive Plan (“SI Plan”).  The SI Plan was implemented to succeed the Company’s 2007 Stock Incentive Plan, which had a ten-year term. The SI Plan is intended to provide a means whereby directors, employees, consultants and advisors of the Company and its subsidiaries may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company and its subsidiaries, thereby advancing the interests of the Company and its stockholders.  Accordingly, directors and selected employees, consultants and advisors may be provided the opportunity to acquire shares of common stock of the Company on the terms and conditions established in the SI Plan.

A maximum of 149,983 shares of common stock may be issued under the SI Plan. There have been no stock options awarded under any Company plan since 2008. The Company has awarded 25,950 and 13,250 shares of restricted stock during 2019 and 2018, respectively and 15,540 and 28,700 restricted stock units during 2019 and 2018, respectively.

Employee Stock Purchase Plan

At the Annual Meeting of Stockholders held April 25, 2018, the stockholders approved the First Mid-Illinois Bancshares, Inc. Employee Stock Purchase Plan (“ESPP”).  The ESPP is intended to promote the interests of the Company by providing eligible employees with the opportunity to purchase shares of common stock of the Company at a 5% discount through payroll deductions. The ESPP is also intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code.  A maximum of 600,000 shares of common stock may be issued under the ESPP.  As of September 30, 2019, 4,834 shares were issued pursuant to the ESPP.

General Litigation

The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations and cash flows of the Company.

Revenue Recognition

Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), establishes a revenue recognition model for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. Most of the Company’s revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as loans and investment securities, and revenue related to mortgage servicing activities, which are subject to other accounting standards. A description of the revenue-generating activities that are within the scope of ASC 606, and included in other income in the Company’s condensed consolidated statements of income are as follows:

Trust revenues. The Company generates fee income from providing fiduciary services through its subsidiary, First Mid Wealth Management Company. Fees are billed in arrears based upon the preceding period account balance. Revenue from the farm management department is recorded when service is complete, for example when crops are sold.

Brokerage commissions. The primary brokerage revenue is recorded at the beginning of each quarter through billing to customers based on the account asset size on the last day of the previous quarter. If a withdrawal of funds takes place, a prorated refund may occur; this is reflected within the same quarter as the original billing occurred. All performance obligations are met within the same quarter that the revenue is recorded.



11






Insurance commissions. The Company’s insurance agency subsidiary, First Mid Insurance, receives commissions on premiums of new and renewed business policies. First Mid Insurance records commission revenue on direct bill policies as the cash is received. For agency bill policies, First Mid Insurance retains its commission portion of the customer premium payment and remits the balance to the carrier. In both cases, the entire performance obligation is held by the carriers.

Service charges on deposits. The Company generates revenue from fees charged for deposit account maintenance, overdrafts, wire transfers, and check fees. The revenue related to deposit fees is recognized at the time the performance obligation is satisfied.

ATM/debit card revenue. The Company generates revenue through service charges on the use of its ATM machines and interchange income from the use of Company issued credit and debit cards. The revenue is recognized at the time the service is used and the performance obligation is satisfied.

Other income. Treasury management fees and lock box fees are received and recorded after the service performance obligation is completed. Merchant bank card fees are received from various vendors, however the performance obligation is with the vendors. The Company records gains on the sale of loans and the sale of OREO properties after the transactions are complete and transfer of ownership has occurred.

As each of the Company’s facilities is located in markets with similar economies, no disaggregation of revenue is necessary.

Leases

Effective January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). As of September 30, 2019, substantially all of the Company's leases are operating leases for real estate property for bank branches, ATM locations, and office space. For leases in effect at January 1, 2019 and for leases commencing thereafter, the Company recognizes a lease liability and a right-of-use asset, based on the present value of lease payments over the lease term. The discount rate used in determining present value was the Company's incremental borrowing rate which is the FHLB fixed advance rate based on the remaining lease term as of January 1, 2019, or the commencement date for leases subsequently entered into.

Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) included in stockholders’ equity as of September 30, 2019 and December 31, 2018 are as follows (in thousands):
 
Unrealized Gain (Loss) on
Securities
September 30, 2019
 
Net unrealized gains on securities available-for-sale
$
13,350

Unamortized losses on held-to-maturity securities transferred from available-for-sale
(79
)
Tax expense
(3,849
)
Balance at September 30, 2019
$
9,422


December 31, 2018
 
Net unrealized losses on securities available-for-sale
$
(8,951
)
Unamortized losses on held-to-maturity securities transferred from available-for-sale
(166
)
Tax benefit
2,644

Balance at December 31, 2018
$
(6,473
)



12






Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the three and nine months ended September 30, 2019 and 2018, were as follows (in thousands):
 
Amounts Reclassified from Other Comprehensive Income
Affected Line Item in the Statements of Income
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
2019
 
2018
 
2019
 
2018
Realized gains on available-for-sale securities
$
51

 
$

 
$
323

 
$
901

Securities gains, net
 
 
 
 
 
 
 
 
(Total reclassified amount before tax)
 
(15
)
 

 
(94
)
 
(261
)
Income taxes
Total reclassifications out of accumulated other comprehensive income
$
36

 
$

 
$
229

 
$
640

Net reclassified amount

See “Note 3 – Investment Securities” for more detailed information regarding unrealized losses on available-for-sale securities.


Adoption of New Accounting Guidance

Accounting Standards Update 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification ("ASU 2017-09"). In May 2017, FASB issued ASU 2017-09. This update provides guidance on determining which changes to the terms and conditions of share-based payment awards require the application of modification accounting under Topic 718. The guidance is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The amendments should be applied on a prospective basis to an award modified on or after adoption date. ASU 2017-09 did not have a significant impact on the Company's consolidated financial statement.

Accounting Standards Update 2017-08, Receivables-Nonrefundable Fees and Other Costs ("ASU 2017-08"). In March 2017, FASB issued ASU 2017-08. This update amends the amortization period for certain purchased callable debt securities held at a premium. The update shortens the premium's amortization period to the earliest call date to more closely align the amortization period of premiums to expectations incorporated in market pricing on the underlying securities. For public companies, the update is effective for annual periods beginning after December 15, 2018, and is to be applied on a modified retrospective basis with a cumulative-effect adjustment directly to retained earnings as of the beginning of the adoption period. Early adoption was permitted, including adoption in an interim period. The Company adopted ASU 2017-08 early and there was not a significant impact on the Company's consolidated financial statements.

Accounting Standards Update 2017-04, Intangibles--Goodwill and Other (Topic 350: Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). In January 2017, FASB issued ASU 2017-04. The amendments in this update simplify the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under this guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for public companies for the reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. Although the Company cannot anticipate future goodwill impairment, based on the most recent assessment, it is unlikely that an impairment amount would need to be calculated and, therefore, does not anticipate a material impact on the Company's consolidated financial statements. The current accounting policies and procedures of the Company are not anticipated to change, except for the elimination of the Step 2 analysis.








13






Pending New Accounting Guidance

Accounting Standards Update 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments (“ASU 2016-13”). In June 2016, FASB issued ASU 2016-13. The provisions of ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted.

Management has formed an internal committee to evaluate implementation steps and assess the impact ASU 2016-13 will have on the Company’s consolidated financial statements. The committee has assigned roles and responsibilities, key tasks to complete, and has established a general timeline for implementation. The Company engaged an outside consultant to assist with the methodology review and data validation, as well as other key aspects of implementing the standard. The committee meets periodically to discuss the latest developments and ensure progress is being made. The team also keeps current on evolving interpretations and industry practices related to ASU 2016-13. The committee is currently focusing on data and model validation and began parallel processing with the existing allowance for loan losses model during the third quarter of 2019.The committee is currently focusing on evaluating the analysis output and refining the model assumptions.The committee is still evaluating the impact ASU 2016-13 will have on the Company's consolidated financial statements. In addition, the committee is contemplating required changes to current accounting policies, developing procedures and related controls, and determining required reporting disclosures.

Accounting Standards Update 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”).  In August 2018, FASB issued ASU 2018-13. This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the changes, an entity will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. As ASU 2018-13 only revises disclosure requirements, it will not have a material impact on the Company’s consolidated financial statements.



14






Note 2 -- Earnings Per Share

Basic net income per common share available to common stockholders is calculated as net income less preferred stock dividends divided by the weighted average number of common shares outstanding.  Diluted net income per common share available to common stockholders is computed using the weighted average number of common shares outstanding, increased by the Company’s stock options, unless anti-dilutive.

The components of basic and diluted net income per common share available to common stockholders for the three and nine-month period ended September 30, 2019 and 2018 were as follows:

 
Three months ended September 30,
 
Nine months ended September 30,
 
2019
 
2018
 
2019
 
2018
Basic Net Income per Common Share
 
 
 
 
 
 
 
Available to Common Stockholders:
 
 
 
 
 
 
 
Net income
$
11,670,000

 
$
8,234,000

 
$
35,967,000

 
$
26,661,000

Weighted average common shares outstanding
16,684,395
 
15,290,539
 
16,677,932
 
13,982,339
Basic earnings per common share
$
0.70

 
$
0.54

 
$
2.16

 
$
1.91

 
 
 
 
 
 
 
 
Diluted Net Income per Common Share
 
 
 
 
 
 
 
Available to Common Stockholders:
 
 
 
 
 
 
 
Net income applicable to diluted earnings per share
$
11,670,000

 
$
8,234,000

 
$
35,967,000

 
$
26,661,000

Weighted average common shares outstanding
16,684,395

 
15,290,539

 
16,677,932

 
13,982,339

Dilutive potential common shares:
 
 
 
 
 
 
 
Assumed conversion of stock options

 
2,429

 

 
3,570

Restricted stock awarded
34,780

 
13,250

 
34,780

 
13,250

Dilutive potential common shares
34,780

 
15,679

 
34,780

 
16,820

Diluted weighted average common shares outstanding
16,719,175

 
15,306,218

 
16,712,712

 
13,999,159

Diluted earnings per common share
$
0.70

 
$
0.54

 
$
2.15

 
$
1.90



There were no shares not considered in computing diluted earnings per share for the three and nine-month periods ended September 30, 2019 and 2018 because they were anti-dilutive.


15






Note 3 -- Investment Securities

The amortized cost, gross unrealized gains and losses and estimated fair values for available-for-sale and held-to-maturity securities by major security type at September 30, 2019 and December 31, 2018 were as follows (in thousands):
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized (Losses)
 
Fair Value
September 30, 2019
 
 
 
 
 
 
 
Available-for-sale:
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations & agencies
$
165,765

 
$
1,481

 
$
(144
)
 
$
167,102

Obligations of states and political subdivisions
181,038

 
6,303

 
(11
)
 
187,330

Mortgage-backed securities: GSE residential
373,267

 
5,832

 
(255
)
 
378,844

Other securities
3,278

 
144

 

 
3,422

Total available-for-sale
$
723,348

 
$
13,760

 
$
(410
)
 
$
736,698

Held-to-maturity:
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations & agencies
$
69,515

 
$
104

 
$
(127
)
 
$
69,492

 
 
 
 
 
 
 
 
December 31, 2018
 
 
 
 
 
 
 
Available-for-sale:
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations & agencies
$
201,380

 
$
504

 
$
(3,235
)
 
$
198,649

Obligations of states and political subdivisions
193,195

 
1,224

 
(1,840
)
 
192,579

Mortgage-backed securities: GSE residential
304,372

 
486

 
(6,186
)
 
298,672

Other securities
2,278

 
96

 

 
2,374

Total available-for-sale
$
701,225

 
$
2,310

 
$
(11,261
)
 
$
692,274

Held-to-maturity:
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations & agencies
$
69,436

 
$

 
$
(1,527
)
 
$
67,909



Realized gains and losses resulting from sales of securities were as follows during the nine months ended September 30, 2019 and 2018 (in thousands):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2019
 
2018
 
2019
 
2018
Gross gains
$
51

 
$

 
$
365

 
$
941

Gross losses

 

 
(42
)
 
(40
)





16






The following table indicates the expected maturities of investment securities classified as available-for-sale presented at fair value, and held-to-maturity presented at amortized cost, at September 30, 2019 and the weighted average yield for each range of maturities (dollars in thousands):
 
One year or less
 
After 1 through 5 years
 
After 5 through 10 years
 
After ten years
 
Total
Available-for-sale:
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
136,829

 
$
30,273

 
$

 
$

 
$
167,102

Obligations of state and political subdivisions
30,912

 
76,032

 
79,380

 
1,006

 
187,330

Mortgage-backed securities: GSE residential
1,887

 
355,026

 
21,931

 

 
378,844

Other securities
2,005

 
1,006

 

 
411

 
3,422

Total available-for-sale investments
$
171,633

 
$
462,337

 
$
101,311

 
$
1,417

 
$
736,698

Weighted average yield
2.64
%
 
2.82
%
 
3.02
%
 
3.07
%
 
2.80
%
Full tax-equivalent yield
2.83
%
 
3.00
%
 
3.94
%
 
4.08
%
 
3.09
%
Held to Maturity:
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
59,510

 
$
10,005

 
$

 
$

 
$
69,515

Weighted average yield
1.83
%
 
1.04
%
 
%
 
%
 
1.72
%
Full tax-equivalent yield
1.83
%
 
1.04
%
 
%
 
%
 
1.72
%

The weighted average yields are calculated on the basis of the amortized cost and effective yields weighted for the scheduled maturity of each security. Tax-equivalent yields have been calculated using a 21% tax rate.  With the exception of obligations of the U.S. Treasury and other U.S. government agencies and corporations, there were no investment securities of any single issuer, the book value of which exceeded 10% of stockholders' equity at September 30, 2019.

Investment securities carried at approximately $662 million and $628 million at September 30, 2019 and December 31, 2018, respectively, were pledged to secure public deposits and repurchase agreements and for other purposes as permitted or required by law.



17






The following table presents the aging of gross unrealized losses and fair value by investment category as of September 30, 2019 and December 31, 2018 (in thousands):
 
Less than 12 months
 
12 months or more
 
Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
September 30, 2019
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
30,404

 
$
(109
)
 
$
8,979

 
$
(35
)
 
$
39,383

 
$
(144
)
Obligations of states and political subdivisions
4,945

 
(9
)
 
643

 
(2
)
 
5,588

 
(11
)
Mortgage-backed securities: GSE residential
28,622

 
(66
)
 
21,950

 
(189
)
 
50,572

 
(255
)
Total
$
63,971

 
$
(184
)
 
$
31,572

 
$
(226
)
 
$
95,543

 
$
(410
)
Held-to-maturity:
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
2,487

 
$
(13
)
 
$
29,451

 
$
(114
)
 
$
31,938

 
$
(127
)
December 31, 2018
 

 
 

 
 

 
 

 
 

 
 

Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
16,095

 
$
(148
)
 
$
105,549

 
$
(3,087
)
 
$
121,644

 
$
(3,235
)
Obligations of states and political subdivisions
38,782

 
(450
)
 
42,741

 
(1,390
)
 
81,523

 
(1,840
)
Mortgage-backed securities: GSE residential
81,435

 
(1,150
)
 
171,321

 
(5,036
)
 
252,756

 
(6,186
)
Total
$
136,312

 
$
(1,748
)
 
$
319,611

 
$
(9,513
)
 
$
455,923

 
$
(11,261
)
Held-to-maturity:
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
19,683

 
$
(147
)
 
$
48,226

 
$
(1,380
)
 
$
67,909

 
$
(1,527
)


U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies. At September 30, 2019 there were three available-for sale U.S. Treasury securities and obligations of U.S. government corporations and agencies with a fair value of $8,979,000 and unrealized losses of $35,000 in a continuous unrealized loss position for twelve months or more. At December 31, 2018, there were twenty-three available-for sale U.S. Treasury securities and obligations of U.S. government corporations and agencies with a fair value of $105,549,000 and unrealized losses of $3,087,000 in a continuous unrealized loss position for twelve months or more. At September 30, 2019, there were five held-to-maturity U.S. Treasury securities and obligations of U.S. government corporations and agencies with a fair value of $29,451,000 and unrealized losses of $114,000 in a continuous unrealized loss position for twelve months or more. At December 31, 2018, there were nine held-to-maturity U.S. Treasury securities and obligations of U.S. government corporations and agencies with a fair value of $48,226,000 and unrealized losses of $1,380,000 in a continuous unrealized loss position for twelve months or more.

Obligations of states and political subdivisions.  At September 30, 2019, there were two obligations of states and political subdivisions with a fair value of $643,000 and unrealized losses of $2,000 in a continuous loss position for twelve months or more. At December 31, 2018, there were eighty-four obligations of states and political subdivisions with a fair value of $42,741,000 and unrealized losses of $1,390,000 in a continuous unrealized loss position for twelve months or more.

Mortgage-backed Securities: GSE Residential. At September 30, 2019, there were fourteen mortgage-backed securities with a fair value of $21,950,000 and unrealized losses of $189,000 in a continuous unrealized loss position for twelve months or more. At December 31, 2018, there were sixty-nine mortgage-backed securities with a fair value of $171,321,000 and unrealized losses of $5,036,000 in a continuous unrealized loss position for twelve months or more.





18






The Company does not believe any other individual unrealized loss as of September 30, 2019 represents other than temporary impairment ("OTTI"). However, given the uncertainty of the financial markets, the Company may be required to recognize OTTI losses in future periods with respect to its available for sale investment securities portfolio. The amount and timing of any additional OTTI will depend on the decline in the underlying cash flows of the securities. Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced and the resulting loss recognized in the period the other-than-temporary impairment is identified.

Other-than-temporary Impairment. Upon acquisition of a security, the Company determines whether it is within the scope of the accounting guidance for investments in debt and equity securities or whether it must be evaluated for impairment under the accounting guidance for beneficial interests in securitized financial assets.

If the Company determined that a given pooled trust preferred security position would be subject to a write-down or loss, the Company would record the expected credit loss as a charge to earnings.

Credit Losses Recognized on Investments. The following table provides information about the trust preferred security for which only a credit loss was recognized in income and other losses were recorded in other comprehensive income (loss) for the nine months ended September 30, 2019 and 2018 (in thousands).

 
Accumulated Credit Losses
 
September 30, 2019
 
September 30, 2018
Credit losses on trust preferred securities held
 
 
 
Beginning of period
$

 
$
1,111

Additions related to OTTI losses not previously recognized

 

Reductions due to sales / (recoveries)

 
(1,111
)
Reductions due to change in intent or likelihood of sale

 

Additions related to increases in previously recognized OTTI losses

 

Reductions due to increases in expected cash flows

 

End of period
$

 
$



On May 29, 2018 the Company sold its trust preferred security. This sale resulted in recovery of all of the book value of the security. The net proceeds exceeded the aggregate book value of these securities by approximately $846,000 and this amount was recorded as a security gain during the second quarter of 2018.





19






Note 4 – Loans and Allowance for Loan Losses

Loans are stated at the principal amount outstanding net of unearned discounts, unearned income and allowance for loan losses.  Unearned income includes deferred loan origination fees reduced by loan origination costs and is amortized to interest income over the life of the related loan using methods that approximated the effective interest rate method.  Interest on substantially all loans is credited to income based on the principal amount outstanding. A summary of loans at September 30, 2019 and December 31, 2018 follows (in thousands):
 
September 30,
2019
 
December 31,
2018
Construction and land development
$
69,153

 
$
51,013

Agricultural real estate
230,068

 
232,409

1-4 Family residential properties
347,797

 
374,751

Multifamily residential properties
156,209

 
186,393

Commercial real estate
957,422

 
911,656

Loans secured by real estate
1,760,649

 
1,756,222

Agricultural loans
121,569

 
136,125

Commercial and industrial loans
543,976

 
559,120

Consumer loans
83,703

 
92,744

All other loans
119,305

 
113,925

Total Gross loans
2,629,202

 
2,658,136

Less: Loans held for sale
4,603

 
1,508

 
2,624,599

 
2,656,628

Less:
 

 
 

Net deferred loan fees, premiums and discounts
5,644

 
13,617

Allowance for loan losses
26,741

 
26,189

Net loans
$
2,592,214

 
$
2,616,822


Net loans decreased $24.6 million as of September 30, 2019 compared to December 31, 2018. The primary reason for the decrease was due to seasonal paydowns in agriculture operating loans and declines in 1-4 Family residential properties, multifamily residential properties, and commercial and industrial loans due to higher payoffs of acquired loans. Loans expected to be sold are classified as held for sale in the consolidated financial statements and are recorded at the lower of aggregate cost or fair value, taking into consideration future commitments to sell the loans. These loans are primarily for 1-4 family residential properties. 

Most of the Company’s business activities are with customers located near the Company's branch locations in Illinois and Missouri.  At September 30, 2019, the Company’s loan portfolio included $351.6 million of loans to borrowers whose businesses are directly related to agriculture. Of this amount, $270.5 million was concentrated in other grain farming. Total loans to borrowers whose businesses are directly related to agriculture decreased $16.9 million from $368.5 million at December 31, 2018 due to seasonal paydowns based upon timing of cash flow requirements. Loans concentrated in other grain farming decreased $5.6 million from $276.1 million at December 31, 2018.  While the Company adheres to sound underwriting practices, including collateralization of loans, any extended period of low commodity prices, drought conditions, significantly reduced yields on crops and/or reduced levels of government assistance to the agricultural industry could result in an increase in the level of problem agriculture loans and potentially result in loan losses within the agricultural portfolio.

In addition, the Company has $126.0 million of loans to motels and hotels.  The performance of these loans is dependent on borrower specific issues as well as the general level of business and personal travel within the region.  While the Company adheres to sound underwriting standards, a prolonged period of reduced business or personal travel could result in an increase in nonperforming loans to this business segment and potentially in loan losses. The Company also has $264.7 million of loans to lessors of non-residential buildings, $289.0 million of loans to lessors of residential buildings and dwellings, and $116.6 million of loans to other gambling industries.



20






The structure of the Company’s loan approval process is based on progressively larger lending authorities granted to individual loan officers, loan committees, and ultimately the board of directors.  Outstanding balances to one borrower or affiliated borrowers are limited by federal regulation and the vast majority of borrowers are below regulatory thresholds. The Company can occasionally have outstanding balances to one borrower up to but not exceeding the regulatory threshold should underwriting guidelines warrant. The vast majority of the Company’s loans are to businesses located in the geographic market areas served by the Company’s branch bank system.  Additionally, a significant portion of the collateral securing the loans in the portfolio is located within the Company’s primary geographic footprint.  In general, the Company adheres to loan underwriting standards consistent with industry guidelines for all loan segments.

The Company’s lending can be summarized into the following primary areas:

Commercial Real Estate Loans.  Commercial real estate loans are generally comprised of loans to small business entities to purchase or expand structures in which the business operations are housed, loans to owners of real estate who lease space to non-related commercial entities, loans for construction and land development, loans to hotel operators, and loans to owners of multi-family residential structures, such as apartment buildings.  Commercial real estate loans are underwritten based on historical and projected cash flows of the borrower and secondarily on the underlying real estate pledged as collateral on the debt.  For the various types of commercial real estate loans, minimum criteria have been established within the Company’s loan policy regarding debt service coverage while maximum limits on loan-to-value and amortization periods have been defined.  Maximum loan-to-value ratios range from 65% to 80% depending upon the type of real estate collateral, while the desired minimum debt coverage ratio is 1.20x. Amortization periods for commercial real estate loans are generally limited to twenty years. The Company’s commercial real estate portfolio is well below the thresholds that would designate a concentration in commercial real estate lending, as established by the federal banking regulators.

Commercial and Industrial Loans. Commercial and industrial loans are primarily comprised of working capital loans used to purchase inventory and fund accounts receivable that are secured by business assets other than real estate.  These loans are generally written for one year or less. Also, equipment financing is provided to businesses with these loans generally limited to 80% of the value of the collateral and amortization periods limited to seven years. Commercial loans are often accompanied by a personal guaranty of the principal owners of a business.  Like commercial real estate loans, the underlying cash flow of the business is the primary consideration in the underwriting process.  The financial condition of commercial borrowers is monitored at least annually with the type of financial information required determined by the size of the relationship.  Measures employed by the Company for businesses with higher risk profiles include the use of government-assisted lending programs through the Small Business Administration and U.S. Department of Agriculture.

Agricultural and Agricultural Real Estate Loans. Agricultural loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment.  Agricultural real estate loans are primarily comprised of loans for the purchase of farmland.  Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year based on industry developed estimates of farm input costs and expected commodity yields and prices.  Operating lines are typically written for one year and secured by the crop. Loan-to-value ratios on loans secured by farmland generally do not exceed 65% and have amortization periods limited to twenty five years.  Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate.

Residential Real Estate Loans. Residential real estate loans generally include loans for the purchase or refinance of residential real estate properties consisting of one-to-four units and home equity loans and lines of credit.  The Company sells the vast majority of its long-term fixed rate residential real estate loans to secondary market investors.  The Company also releases the servicing of these loans upon sale.  The Company retains all residential real estate loans with balloon payment features.  Balloon periods are limited to five years. Residential real estate loans are typically underwritten to conform to industry standards including criteria for maximum debt-to-income and loan-to-value ratios as well as minimum credit scores.  Loans secured by first liens on residential real estate held in the portfolio typically do not exceed 80% of the value of the collateral and have amortization periods of twenty five years or less. The Company does not originate subprime mortgage loans.



21






Consumer Loans. Consumer loans are primarily comprised of loans to individuals for personal and household purposes such as the purchase of an automobile or other living expenses.  Minimum underwriting criteria have been established that consider credit score, debt-to-income ratio, employment history, and collateral coverage.  Typically, consumer loans are set up on monthly payments with amortization periods based on the type and age of the collateral.

Other Loans. Other loans consist primarily of loans to municipalities to support community projects such as infrastructure improvements or equipment purchases.  Underwriting guidelines for these loans are consistent with those established for commercial loans with the additional repayment source of the taxing authority of the municipality.

Purchase Credit-Impaired Loans. Loans acquired with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date may include information such as past-due and nonaccrual status, borrower credit scores and recent loan to value percentages. Purchase credit-impaired ("PCI") loans are accounted for under ASC 310-30, Receivables--Loans and Debt Securities Acquired with Deteriorated Credit Quality ("ASC 310-30"), and are initially measured at fair value, which includes the estimated future credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to these loans is not carried over and recorded at the acquisition date. The cash flows expected to be collected were estimated using current key assumptions, such as default rates, value of underlying collateral, severity and prepayment speeds.

Allowance for Loan Losses

The allowance for loan losses represents the Company’s best estimate of the reserve necessary to adequately account for probable losses existing in the current portfolio. The provision for loan losses is the charge against current earnings that is determined by the Company as the amount needed to maintain an adequate allowance for loan losses. In determining the adequacy of the allowance for loan losses, and therefore the provision to be charged to current earnings, the Company relies predominantly on a disciplined credit review and approval process that extends to the full range of the Company’s credit exposure.  The review process is directed by the overall lending policy and is intended to identify, at the earliest possible stage, borrowers who might be facing financial difficulty. Factors considered by the Company in evaluating the overall adequacy of the allowance include historical net loan losses, the level and composition of nonaccrual, past due and troubled debt restructurings, trends in volumes and terms of loans, effects of changes in risk selection and underwriting standards or lending practices, lending staff changes, concentrations of credit, industry conditions and the current economic conditions in the region where the Company operates. The Company estimates the appropriate level of allowance for loan losses by separately evaluating large impaired loans and nonimpaired loans.

The Company has loans acquired from business combinations with uncollected principal balances.  These loans are carried net of a fair value adjustment for credit risk and interest rates and are only included in the allowance calculation to the extent that the reserve requirement exceeds the fair value adjustment.  However, as the acquired loans renew, it is necessary to establish an allowance which represents an amount that, in management’s opinion, will be adequate to absorb probable credit losses inherent in such loans.

Impaired loans
The Company individually evaluates certain loans for impairment.  In general, these loans have been internally identified via the Company’s loan grading system as credits requiring management’s attention due to underlying problems in the borrower’s business or collateral concerns.  This evaluation considers expected future cash flows, the value of collateral and also other factors that may impact the borrower’s ability to make payments when due.  For loans greater than $250,000, impairment is individually measured each quarter using one of three alternatives: (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price, if available; or (3) the fair value of the collateral less costs to sell for collateral dependent loans and loans for which foreclosure is deemed to be probable. A specific allowance is assigned when expected cash flows or collateral do not justify the carrying amount of the loan. The carrying value of the loan reflects reductions from prior charge-offs.



22






Non-Impaired loans
Non-impaired loans comprise the vast majority of the Company’s total loan portfolio and include loans in accrual status and those credits not identified as troubled debt restructurings. A small portion of these loans are considered “criticized” due to the risk rating assigned reflecting elevated credit risk due to characteristics, such as a strained cash flow position, associated with the individual borrowers. Criticized loans are those assigned risk ratings of Special Mention, Substandard, or Doubtful. Determining the appropriate level of the allowance for loan losses for all non-impaired loans is based on a migration analysis of net losses over a rolling twelve quarter period by loan segment. A weighted average of the net losses is determined by assigning more weight to the most recent quarters in order to recognize current risk factors influencing the various segments of the loan portfolio more prominently than past periods. Environmental factors including changes in economic conditions, changes in credit policies or underwriting standards, and changes in the level of credit risk associated with specific industries and markets are evaluated each quarter to determine if adjustments to the weighted average historical net losses is appropriate given these current influences on the risk profile of each loan segment. Because the economic and business climate in any given industry or market, and its impact on any given borrower, can change rapidly, the risk profile of the loan portfolio is periodically assessed and adjusted when appropriate. Consumer loans are evaluated for adverse classification based primarily on the Uniform Retail Credit Classification and Account Management Policy established by the federal banking regulators. Classification standards are generally based on delinquency status, collateral coverage, bankruptcy and the presence of fraud.

Due to weakened economic conditions during historical years, the Company established qualitative factor adjustments for each of the loan segments at levels above the historical net loss averages. Some of the economic factors included the potential for reduced cash flow for commercial operating loans from reduction in sales or increased operating costs, decreased occupancy rates for commercial buildings, reduced levels of home sales for commercial land developments, the uncertainty regarding grain prices and increased operating costs for farmers, and increased levels of unemployment and bankruptcy impacting consumer’s ability to pay. Each of these economic uncertainties was taken into consideration in developing the level of the allowance for loan losses.

The Company has not materially changed any aspect of its overall approach in the determination of the allowance for loan losses.  However, on an on-going basis the Company continues to refine the methods used in determining management’s best estimate of the allowance for loan losses.

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method for the three and nine-months ended September 30, 2019 and 2018 and for the year ended December 31, 2018 (in thousands):
 
Commercial/ Commercial Real Estate
 
Agricultural/ Agricultural Real Estate
 
Residential Real Estate
 
Consumer
 
Unallocated
Total
Three months ended September 30, 2019
 
 
 
 
 
 
 
 
 
Allowance for loan losses:
 

 
 

 
 

 
 

 
 

 
Balance, beginning of period
$
20,663

 
$
2,957

 
$
1,649

 
$
1,090

 
$

26,359

Provision charged to expense
1,351

 
766

 
427

 
114

 

2,658

Losses charged off
(1,745
)
 
(15
)
 
(353
)
 
(347
)
 

(2,460
)
Recoveries
56

 

 
55

 
73

 

184

Balance, end of period
$
20,325

 
$
3,708

 
$
1,778

 
$
930

 
$

$
26,741

Ending balance:
 

 
 

 
 

 
 

 
 

 

Individually evaluated for impairment
$
400

 
$

 
$
480

 
$
1

 
$

881

Collectively evaluated for impairment
19,236

 
3,708

 
1,292

 
929

 

25,165

Acquired with deteriorated credit quality
689

 

 
6

 

 

695



23






 
Commercial/ Commercial Real Estate
 
Agricultural/ Agricultural Real Estate
 
Residential Real Estate
 
Consumer
 
Unallocated
 
Total
Three months ended September 30, 2018
 
 

 
 

 
 

 
 

 
 

Allowance for loan losses:
 

 
 

 
 

 
 

 
 

 
 

Balance, beginning of period
$
18,663

 
$
1,900

 
$
554

 
$
928

 
$

 
$
22,045

Provision charged to expense
1,197

 
247

 
942

 
165

 

 
2,551

Losses charged off
(439
)
 
(93
)
 
(181
)
 
(133
)
 

 
(846
)
Recoveries
5

 

 
2

 
82

 

 
89

Balance, end of period
$
19,426

 
$
2,054

 
$
1,317

 
$
1,042

 
$

 
$
23,839

Ending balance:
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
$
858

 
$

 
$
249

 
$
1

 
$

 
$
1,108

Collectively evaluated for impairment
18,157

 
2,054

 
1,068

 
1,041

 

 
22,320

Acquired with deteriorated credit quality
411

 

 

 

 

 
411

 
Commercial/ Commercial Real Estate
 
Agricultural/ Agricultural Real Estate
 
Residential Real Estate
 
Consumer
 
Unallocated
 
Total
Nine months ended September 30, 2019
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of year
$
21,556

 
$
2,197

 
$
1,504

 
$
932

 
$

 
$
26,189

Provision charged to expense
893

 
1,547

 
681

 
575

 

 
3,696

Losses charged off
(2,218
)
 
(45
)
 
(472
)
 
(835
)
 

 
(3,570
)
Recoveries
94

 
9

 
65

 
258

 

 
426

Balance, end of period
$
20,325

 
$
3,708

 
$
1,778

 
$
930

 
$

 
$
26,741

Ending balance:
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
$
400

 
$

 
$
480

 
$
1

 
$

 
$
881

Collectively evaluated for impairment
19,236

 
3,708

 
1,292

 
929

 

 
25,165

Acquired with deteriorated credit quality
689

 

 
6

 

 

 
695

Loans:
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
$
9,229

 
$
104

 
$
3,834

 
$
138

 
$

 
$
13,305

Collectively evaluated for impairment
1,805,283

 
350,917

 
356,227

 
91,140

 

 
2,603,567

Acquired with deteriorated credit quality
5,021

 

 
1,665

 

 

 
6,686

Ending balance
$
1,819,533

 
$
351,021

 
$
361,726

 
$
91,278

 
$

 
$
2,623,558



24






 
 
Commercial/ Commercial Real Estate
 
Agricultural/ Agricultural Real Estate
 
Residential Real Estate
 
Consumer
 
Unallocated
 
Total
Nine months ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of year
$
16,546

 
$
1,742

 
$
886

 
$
803

 
$

 
$
19,977

Provision charged to expense
3,467

 
405

 
1,211

 
400

 

 
5,483

Losses charged off
(715
)
 
(93
)
 
(836
)
 
(397
)
 

 
(2,041
)
Recoveries
128

 

 
56

 
236

 

 
420

Balance, end of period
$
19,426

 
$
2,054

 
$
1,317

 
$
1,042

 
$

 
$
23,839

Ending balance:
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
$
858

 
$

 
$
249

 
$
1

 
$

 
$
1,108

Collectively evaluated for impairment
18,157

 
2,054

 
1,068

 
1,041

 

 
22,320

Acquired with deteriorated credit quality
411

 

 

 

 

 
411

Loans:
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
$
14,924

 
$
42

 
$
2,708

 
$
159

 
$

 
$
17,833

Collectively evaluated for impairment
1,605,717

 
312,145

 
381,012

 
69,048

 

 
2,367,922

Acquired with deteriorated credit quality
11,435

 
4

 
2,961

 
5

 

 
14,405

Ending balance
$
1,632,076

 
$
312,191

 
$
386,681

 
$
69,212

 
$

 
$
2,400,160

Year ended December 31, 2018
 

 
 

 
 

 
 

 
 

 
 

Allowance for loan losses:
 

 
 

 
 

 
 

 
 

 
 

Balance, beginning of year
$
16,546

 
$
1,742

 
$
886

 
$
803

 
$

 
$
19,977

Provision charged to expense
6,070

 
548

 
1,447

 
602

 

 
8,667

Losses charged off
(1,227
)
 
(93
)
 
(886
)
 
(787
)
 

 
(2,993
)
Recoveries
167

 

 
57

 
314

 

 
538

Balance, end of year
$
21,556

 
$
2,197

 
$
1,504

 
$
932

 
$

 
$
26,189

Ending balance:
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
$
1,816

 
$

 
$
225

 
$
3

 
$

 
$
2,044

Collectively evaluated for impairment
18,514

 
2,197

 
1,270

 
929

 

 
22,910

Acquired with deteriorated credit quality
1,226

 

 
9

 

 

 
1,235

Loans:
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
$
14,422

 
$
32

 
$
2,360

 
$
166

 
$

 
$
16,980

Collectively evaluated for impairment
1,756,908

 
367,175

 
387,961

 
99,872

 

 
2,611,916

Acquired with deteriorated credit quality
13,411

 
4

 
2,205

 
3

 

 
15,623

Ending balance
$
1,784,741

 
$
367,211

 
$
392,526

 
$
100,041

 
$

 
$
2,644,519





25






Consistent with regulatory guidance, charge-offs on all loan segments are taken when specific loans, or portions thereof, are considered uncollectible. The Company’s policy is to promptly charge these loans off in the period the uncollectible loss is reasonably determined.

For all loan portfolio segments except 1-4 family residential properties and consumer, the Company promptly charges-off loans, or portions thereof, when available information confirms that specific loans are uncollectible based on information that includes, but is not limited to, (1) the deteriorating financial condition of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy, that impairs the borrower’s ability to adequately meet its obligations. For impaired loans that are considered to be solely collateral dependent, a partial charge-off is recorded when a loss has been confirmed by an updated appraisal or other appropriate valuation of the collateral.

The Company charges-off 1-4 family residential and consumer loans, or portions thereof, when the Company reasonably determines the amount of the loss. The Company adheres to timeframes established by applicable regulatory guidance which provides for the charge-down of 1-4 family first and junior lien mortgages to the net realizable value less costs to sell when the loan is 180 days past due, charge-off of unsecured open-end loans when the loan is 180 days past due, and charge down to the net realizable value when other secured loans are 120 days past due. Loans at these respective delinquency thresholds for which the Company can clearly document that the loan is both well-secured and in the process of collection, such that collection will occur regardless of delinquency status, need not be charged off.

Credit Quality

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as:  current financial information, historical payment experience, collateral support, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a continuous basis. The Company uses the following definitions for risk ratings which are commensurate with a loan considered “criticized”:

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current sound-worthiness and paying capacity of the obligor or of the collateral pledged, if any.  Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing factors, conditions and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered pass rated loans.



26






The following tables present the credit risk profile of the Company’s loan portfolio based on rating category and payment activity as of September 30, 2019 and December 31, 2018 (in thousands):

 
Construction &
Land Development
 
Agricultural Real Estate
 
1-4 Family Residential
Properties
 
Multifamily Residential
Properties
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
Pass
$
67,941

 
$
49,794

 
$
217,562

 
$
221,047

 
$
323,757

 
$
352,583

 
$
138,351

 
$
163,845

Special Mention
418

 
471

 
10,260

 
7,805

 
5,584

 
5,526

 
5,619

 
8,144

Substandard
462

 
354

 
1,893

 
2,848

 
18,029

 
15,409

 
10,889

 
12,062

Doubtful

 

 

 

 

 

 

 

Total
$
68,821

 
$
50,619

 
$
229,715

 
$
231,700

 
$
347,370

 
$
373,518

 
$
154,859

 
$
184,051


 
Commercial Real Estate (Nonfarm/Nonresidential)
 
Agricultural Loans
 
Commercial & Industrial Loans
 
Consumer Loans
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
 
2019
 
2018
Pass
$
923,345

 
$
861,086

 
$
113,116

 
$
127,863

 
$
527,005

 
$
535,186

 
$
81,828

 
$
90,133

Special Mention
8,783

 
16,035

 
3,980

 
7,581

 
3,504

 
9,967

 
148

 
177

Substandard
22,542

 
29,729

 
4,554

 
433

 
13,428

 
11,858

 
1,198

 
1,206

Doubtful
322

 

 

 

 

 

 

 

Total
$
954,992

 
$
906,850

 
$
121,650

 
$
135,877

 
$
543,937

 
$
557,011

 
$
83,174

 
$
91,516


 
All Other Loans
 
Total Loans
 
2019
 
2018
 
2019
 
2018
Pass
$
116,286

 
$
110,352

 
$
2,509,191

 
$
2,511,889

Special Mention
2,754

 
3,010

 
41,050

 
58,716

Substandard

 
15

 
72,995

 
73,914

Doubtful

 

 
322

 

Total
$
119,040

 
$
113,377

 
$
2,623,558

 
$
2,644,519



27






The following table presents the Company’s loan portfolio aging analysis at September 30, 2019 and December 31, 2018 (in thousands):

 
30-59 Days Past Due
 
60-89 Days Past Due
 
90 Days
or More Past Due
 
Total
Past Due
 
Current
 
Total Loans Receivable
 
Total Loans > 90 Days & Accruing
September 30, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction and land development
$

 
$

 
$

 
$

 
$
68,821

 
$
68,821

 
$

Agricultural real estate
758

 
1,962

 
801

 
3,521

 
226,194

 
229,715

 

1-4 Family residential properties
4,848

 
1,131

 
4,509

 
10,488

 
336,882

 
347,370

 

Multifamily residential properties
47

 

 
1,292

 
1,339

 
153,520

 
154,859

 

Commercial real estate
674

 

 
2,946

 
3,620

 
951,372

 
954,992

 

Loans secured by real estate
6,327

 
3,093

 
9,548

 
18,968

 
1,736,789

 
1,755,757

 

Agricultural loans
459

 
137

 
307

 
903

 
120,747

 
121,650

 

Commercial and industrial loans
434

 
1,173

 
2,824

 
4,431

 
539,506

 
543,937

 

Consumer loans
423

 
100

 
193

 
716

 
82,458

 
83,174

 

All other loans

 

 

 

 
119,040

 
119,040

 

Total loans
$
7,643

 
$
4,503

 
$
12,872

 
$
25,018

 
$
2,598,540

 
$
2,623,558

 
$

December 31, 2018
 

 
 

 
 

 
 

 
 

 
 

 
 

Construction and land development
$
460

 
$
43

 
$

 
$
503

 
$
50,116

 
$
50,619

 
$

Agricultural real estate

 
804

 

 
804

 
230,896

 
231,700

 

1-4 Family residential properties
3,347

 
3,051

 
4,080

 
10,478

 
363,040

 
373,518

 

Multifamily residential properties
1,149

 

 
1,955

 
3,104

 
180,947

 
184,051

 

Commercial real estate
1,349

 
89

 
4,058

 
5,496

 
901,354

 
906,850

 

Loans secured by real estate
6,305

 
3,987

 
10,093

 
20,385

 
1,726,353

 
1,746,738

 

Agricultural loans
63

 

 
20

 
83

 
135,794

 
135,877

 

Commercial and industrial loans
1,417

 
10

 
3,902

 
5,329

 
551,682

 
557,011

 

Consumer loans
888

 
356

 
299

 
1,543

 
89,973

 
91,516

 

All other loans
697

 

 

 
697

 
112,680

 
113,377

 

Total loans
$
9,370

 
$
4,353

 
$
14,314

 
$
28,037

 
$
2,616,482

 
$
2,644,519

 
$



Impaired Loans

Within all loan portfolio segments, loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date. Impaired loans, excluding certain troubled debt restructured loans, are placed on nonaccrual status. Impaired loans include nonaccrual loans and loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties.  These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. It is the Company’s policy to have any restructured loans which are on nonaccrual status prior to being modified remain on nonaccrual status until, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. If the restructured loan is on accrual status prior to being modified, the loan is reviewed to determine if the modified loan should remain on accrual status.


28






The Company’s policy is to discontinue the accrual of interest income on all loans for which principal or interest is ninety days past due.  The accrual of interest is discontinued earlier when, in the opinion of management, there is reasonable doubt as to the timely collection of interest or principal.  Once interest accruals are discontinued, accrued but uncollected interest is charged against current year income. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Interest on loans determined to be troubled debt restructurings is recognized on an accrual basis in accordance with the restructured terms if the loan is in compliance with the modified terms.  Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. The Company requires a period of satisfactory performance of not less than six months before returning a nonaccrual loan to accrual status.

The following tables present impaired loans as of September 30, 2019 and December 31, 2018 (in thousands):
 
September 30, 2019
 
December 31, 2018
 
Recorded
Balance
 
Unpaid Principal Balance
 
Specific Allowance
 
Recorded
Balance
 
Unpaid Principal Balance
 
Specific Allowance
Loans with a specific allowance:
 
 
 
 
 
 
 
 
 
 
 
Construction and land development
$
263

 
$
263

 
$

 
$
2,559

 
$
2,559

 
$
14

Agricultural real estate

 

 

 

 

 

1-4 Family residential properties
5,499

 
5,696

 
486

 
4,565

 
4,952

 
234

Multifamily residential properties
2,556

 
2,556

 

 
4,465

 
4,465

 

Commercial real estate
6,039

 
6,643

 
928

 
12,517

 
12,804

 
1,553

Loans secured by real estate
14,357

 
15,158

 
1,414

 
24,106

 
24,780

 
1,801

Agricultural loans
104

 
688

 

 
36

 
504

 

Commercial and industrial loans
5,392

 
6,249

 
161

 
8,292

 
8,723

 
1,475

Consumer loans
138

 
138

 
1

 
169

 
171

 
3

Total loans
$
19,991

 
$
22,233

 
$
1,576

 
$
32,603

 
$
34,178

 
$
3,279

Loans without a specific allowance:
 

 
 

 
 

 
 

 
 

 
 

Construction and land development
$
180

 
$
180

 
$

 
$
48

 
$
48

 
$

Agricultural real estate
289

 
289

 

 
309

 
309

 

1-4 Family residential properties
3,676

 
4,051

 

 
3,680

 
4,769

 

Multifamily residential properties

 

 

 
7,597

 
7,597

 

Commercial real estate
1,533

 
1,284

 

 
983

 
1,201

 

Loans secured by real estate
5,678

 
5,804

 

 
12,617

 
13,924

 

Agricultural loans
752

 
169

 

 
631

 
163

 

Commercial and industrial loans
856

 
2,447

 

 
1,660

 
2,027

 

Consumer loans
521

 
716

 

 
471

 
1,006

 

All other loans

 

 

 
6

 
6

 

Total loans
$
7,807

 
$
9,136

 
$

 
$
15,385

 
$
17,126

 
$

Total loans:
 

 
 

 
 

 
 

 
 

 
 

Construction and land development
$
443

 
$
443

 
$

 
$
2,607

 
$
2,607

 
$
14

Agricultural real estate
289

 
289

 

 
309

 
309

 

1-4 Family residential properties
9,175

 
9,747

 
486

 
8,245

 
9,721

 
234

Multifamily residential properties
2,556

 
2,556

 

 
12,062

 
12,062

 

Commercial real estate
7,572

 
7,927

 
928

 
13,500

 
14,005

 
1,553

Loans secured by real estate
20,035

 
20,962

 
1,414

 
36,723

 
38,704

 
1,801

Agricultural loans
856

 
857

 

 
667

 
667

 

Commercial and industrial loans
6,248

 
8,696

 
161

 
9,952

 
10,750

 
1,475

Consumer loans
659

 
854

 
1

 
640

 
1,177

 
3

All other loans

 

 

 
6

 
6

 

Total loans
$
27,798

 
$
31,369

 
$
1,576

 
$
47,988

 
$
51,304

 
$
3,279



29






The following tables present average recorded investment and interest income recognized on impaired loans for the three and nine-month periods ended September 30, 2019 and 2018 (in thousands):
 
 
 
 
 
 
 
 
 
For the three months ended
 
September 30, 2019
 
September 30, 2018
 
Average Investment
in Impaired Loans
 
Interest Income Recognized
 
Average Investment
in Impaired Loans
 
Interest Income Recognized
Construction and land development
$
755

 
$
8

 
$
395

 
$
22

Agricultural real estate
932

 

 
620

 

1-4 Family residential properties
9,521

 
21

 
7,574

 
137

Multifamily residential properties
1,559

 
14

 
3,164

 
126

Commercial real estate
6,232

 
43

 
11,932

 
188

Loans secured by real estate
18,999

 
86

 
23,685

 
473

Agricultural loans
852

 
1

 
752

 

Commercial and industrial loans
6,479

 
4

 
8,909

 
5

Consumer loans
698

 

 
234

 

All other loans

 

 
8

 

Total loans
$
27,028

 
$
91

 
$
33,588

 
$
478

 
For the nine months ended
 
September 30, 2019
 
September 30, 2018
 
Average Investment
in Impaired Loans
 
Interest Income Recognized
 
Average Investment
in Impaired Loans
 
Interest Income Recognized
Construction and land development
$
765

 
$
24

 
$
167

 
$
29

Agricultural real estate
935

 

 
182

 

1-4 Family residential properties
9,629

 
63

 
5,672

 
188

Multifamily residential properties
1,561

 
42

 
1,414

 
169

Commercial real estate
7,522

 
128

 
8,595

 
256

Loans secured by real estate
20,412

 
257

 
16,030

 
642

Agricultural loans
800

 
2

 
642

 

Commercial and industrial loans
7,897

 
7

 
8,109

 
7

Consumer loans
764

 
1

 

 

All other loans

 

 

 

Total loans
$
29,873

 
$
267

 
$
24,781

 
$
649



The amount of interest income recognized by the Company within the periods stated above was due to loans modified in troubled debt restructurings that remained on accrual status.  The balance of loans modified in troubled debt restructurings included in the impaired loans at September 30, 2019 stated above that were still accruing was $1,478,000 of 1-4 Family residential properties, $1,101,000 of commercial real estate, $131,000 of commercial and industrial, $59,000 of agricultural loans, and $5,000 of consumer. The balance of loans modified in a troubled debt restructurings at September 30, 2018 included in the impaired loans stated above that were still accruing was $1,908,000 of 1-4 family residential properties, $679,000 of commercial real estate, and $4,000 of consumer loans. For the nine months ended September 30, 2019 and 2018, the amount of interest income recognized using a cash-basis method of accounting during the period that the loans were impaired was not material.




30






Non Accrual Loans

The following table presents the Company’s recorded balance of nonaccrual loans as of September 30, 2019 and December 31, 2018 (in thousands). This table excludes performing troubled debt restructurings and purchased impaired loans.
 
September 30,
2019
 
December 31,
2018
Construction and land development
$
180

 
$
377

Agricultural real estate
289

 
309

1-4 Family residential properties
7,631

 
5,762

Multifamily residential properties
1,437

 
2,105

Commercial real estate
4,324

 
8,457

Loans secured by real estate
13,861

 
17,010

Agricultural loans
797

 
667

Commercial and industrial loans
6,117

 
8,990

Consumer loans
654

 
625

All other loans

 
6

Total loans
$
21,429

 
$
27,298


Interest income that would have been recorded under the original terms of such nonaccrual loans totaled $915,000 and $1,096,000 for the nine months ended September 30, 2019 and 2018, respectively.

Purchased Credit-Impaired Loans

The Company acquired certain loans considered to be credit-impaired ("PCI") in its business combinations with First Clover Leaf Bank during the third quarter of 2016, First Bank & Trust during the second quarter of 2018, and SCB during the fourth quarter of 2018. At acquisition, these loans evidenced deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected. The carrying amount of these loans is included in the consolidated balance sheet amounts for Loans. The Company had no PCI loans prior to the First Clover Leaf Bank acquisition. The amount of these loans at September 30, 2019 and December 31, 2018 are as follows (in thousands):
 
September 30,
2019
 
December 31,
2018
Construction and land development
$
263

 
$
2,558

Agricultural real estate

 

1-4 Family residential properties
1,665

 
2,206

Multifamily residential properties
2,289

 
3,891

Commercial real estate
2,469

 
6,946

Loans secured by real estate
6,686

 
15,601

Agricultural loans

 
4

Commercial and industrial loans

 
15

Consumer loans

 
3

 Carrying amount
6,686

 
15,623

Allowance for loan losses
(695
)
 
(1,235
)
Carrying amount, net of allowance
$
5,991

 
$
14,388


For PCI loans, the difference between contractually required payments at acquisition and the cash flow expected to be collected is referred to as the non-accretable difference. Any excess of expected cash flows over the fair value is referred to as the accretable yield. Subsequent decreases to the expected cash flows will result in a provision for loan and lease losses. Subsequent increases in expected cash flows will result in a reversal of the provision for loan and lease losses to the extent of prior charges and then an adjustment to accretable yield, which would have a positive impact on interest income. As of


31






September 30, 2019, there were five loans with a change in expected cash flows and as a result, approximately $695,000 of provision was recorded and approximately $101,000 of provision reversed. As of December 31, 2018, subsequent changes in expected cash flows resulted in approximately $1,235,000 of provision recorded and approximately $65,000 of provision reversed.

Troubled Debt Restructuring

The balance of troubled debt restructurings ("TDRs") at September 30, 2019 and December 31, 2018 was $5.9 million and $10.0 million, respectively.  There was $249,000 and $1,418,000 in specific reserves established with respect to these loans as of September 30, 2019 and December 31, 2018, respectively. As troubled debt restructurings, these loans are included in nonperforming loans and are classified as impaired which requires that they be individually measured for impairment. The modification of the terms of these loans included one or a combination of the following: a reduction of stated interest rate of the loan; an extension of the maturity date and change in payment terms; or a permanent reduction of the recorded investment in the loan.

The following table presents the Company’s recorded balance of troubled debt restructurings at September 30, 2019 and December 31, 2018 (in thousands).
Troubled debt restructurings:
September 30, 2019
 
December 31, 2018
1-4 Family residential properties
$
1,979

 
$
2,472

Commercial real estate
1,708

 
1,706

Loans secured by real estate
3,687

 
4,178

Agricultural loans
688

 
499

Commercial and industrial loans
1,431

 
5,112

Consumer loans
138

 
167

Total
$
5,944

 
$
9,956

Performing troubled debt restructurings:
 

 
 

1-4 Family residential properties
$
1,478

 
$
1,769

Commercial real estate
1,101

 
676

Loans secured by real estate
2,579

 
2,445

Agricultural Loans
59

 

Commercial and industrial loans
131

 

Consumer loans
5

 
6

Total
$
2,774

 
$
2,451


The following table presents loans modified as TDRs during the nine months ended September 30, 2019 and 2018, as a result of various modified loan factors (in thousands):
 
September 30, 2019
 
September 30, 2018
 
Number of Modifications
 
Recorded Investment
 
Type of Modifications
 
Number of Modifications
 
Recorded Investment
 
Type of Modifications
1-4 Family residential properties
1

 
$
44

 
(b)(c)
 
15

 
$
604

 
(b)(c)
Commercial real estate
3

 
1,462

 
(b)(c)(d)
 
1

 
437

 
(b)(d)
Loans secured by real estate
4

 
1,506

 
 
 
16

 
1,041

 
 
Agricultural loans
1

 
59

 
(b)
 

 

 

Commercial and industrial loans
4

 
131

 
(b)(c)(d)
 
2

 
99

 
(b)(c)
Consumer Loans
1

 
12

 
(c)
 
1

 
4

 
(b)(c)
Total
10

 
$
1,708

 
 
 
19

 
$
1,144

 
 

Type of modifications:
(a) Reduction of stated interest rate of loan
(b) Change in payment terms
(c) Extension of maturity date
(d) Permanent reduction of the recorded investment


32






A loan is considered to be in payment default once it is 90 days past due under the modified terms.  There were no loans modified as troubled debt restructurings during the prior twelve months that experienced defaults for nine months ended September 30, 2019. There was one loan modified as troubled debt restructuring during the prior twelve months that experienced defaults as of December 31, 2018.

The balance of real estate owned includes $4,348,000 and $2,534,000 of foreclosed real estate properties recorded as a result of obtaining physical possession of the property at September 30, 2019 and December 31, 2018, respectively. The recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure procedures are in process was $1,939,000 and $425,000 at September 30, 2019 and December 31, 2018, respectively.


Note 5 -- Goodwill and Intangible Assets

The Company has goodwill from business combinations, intangible assets from branch acquisitions, identifiable intangible assets assigned to core deposit relationships and customer lists of First Mid Insurance. The following table presents gross carrying value and accumulated amortization by major intangible asset class as of September 30, 2019 and December 31, 2018 (in thousands):
 
September 30, 2019
December 31, 2018
 
Gross Carrying Value
Accumulated Amortization
Gross Carrying Value
Accumulated Amortization
Goodwill not subject to amortization (effective 1/1/02)
$
108,752

$
3,760

$
109,037

$
3,760

Intangibles from branch acquisition
3,015

3,015

3,015

3,015

Core deposit intangibles
32,355

16,884

32,355

14,017

Other intangibles
16,029

3,600

16,029

2,648

 
$
160,151

$
27,259

$
160,436

$
23,440



Goodwill of $26.5 million was recorded for the acquisition and merger of First Bank during 2018. All of the goodwill was assigned to the banking segment of the Company. The Company expects this goodwill will not be deductible for tax purposes. The following table provides a reconciliation of the purchase price paid for the acquisition of First Bank and the amount of goodwill recorded (in thousands):
Purchase price (in excess of net book value)
 
$
26,946

Purchase accounting adjustments:
 
 
     Fair value of securities
$
320

 
     Fair value of loans, net
3,463

 
     Fair value of OREO
12

 
     Fair value of mortgage servicing rights
(1,097
)
 
     Fair value of premises and equipment
689

 
     Fair value of time deposits
1,301

 
     Fair value of FHLB advances
(328
)
 
     Fair value of subordinated debentures
(1,451
)
 
     Core deposit intangible
(5,224
)
 
     Other assets and other liabilities, net
1,860

 
 
 
(455
)
Resulting goodwill from acquisition
 
$
26,491





33






Goodwill of $18.6 million was provisionally recorded for the acquisition and merger of SCB during the fourth quarter of 2018. All of the goodwill was assigned to the banking segment of the Company. Goodwill was subsequently adjusted to $18.4 million to reflect proper valuation of financial assets and liabilities. The Company expects this goodwill will not be deductible for tax purposes.

The following table provides a reconciliation of the purchase price paid for the acquisition of SCB and the amount of goodwill recorded (in thousands):
Purchase price (in excess of net book value)
 
$
21,694

Purchase accounting adjustments:
 
 
     Fair value of securities
$
41

 
     Fair value of loans, net
3,377

 
     Fair value of OREO
345

 
     Fair value of premises and equipment
(953
)
 
     Fair value of time deposits
(343
)
 
     Fair value of FHLB advances
(29
)
 
     Core deposit intangible
(7,269
)
 
     Customer list intangible
(12,298
)
 
     Other assets and other liabilities, net
13,786

 
 
 
(3,343
)
Resulting goodwill from acquisition
 
$
18,351



During 2018, as part of the First Bank and SCB acquisitions, the Company acquired mortgage servicing rights valued at $1,558,000. There have been no mortgage servicing rights added during 2019. The following table summarizes the activity pertaining to mortgage servicing rights included in intangible assets as of September 30, 2019, September 30, 2018 and December 31, 2018 (in thousands):
 
September 30, 2019
 
September 30, 2018
 
December 31, 2018
Beginning Balance
$
2,101

 

$844

 
$
844

Mortgage servicing rights acquired during period

 
1,522

 
1,558

Mortgage servicing rights capitalized

 
7

 
7

Valuation reserve
(384
)
 

 

Mortgage servicing rights amortized
(293
)
 
(242
)
 
(308
)
I/O Strip
145

 

 

Ending Balance
$
1,569

 

$2,131

 
$
2,101



Total amortization expense for the nine months ended September 30, 2019 and 2018 was as follows (in thousands):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2019
 
2018
 
2019
 
2018
Core deposit intangibles
935

 
669

 
$
2,868

 
$
1,680

Customer list intangibles
317

 
46

 
952

 
137

Mortgage servicing rights
121

 
123

 
732

 
242

 
$
1,373

 
$
838

 
$
4,552

 
$
2,059




34






Aggregate amortization expense for the current year and estimated amortization expense for each of the five succeeding years is shown in the table below (in thousands):

Aggregate amortization expense:
 
     For period 01/01/19-09/30/19
$
4,552

Estimated amortization expense:
 
     For period 10/01/19-12/31/19
1,396

     For year ended 12/31/20
4,836

     For year ended 12/31/21
4,192

     For year ended 12/31/22
3,826

     For year ended 12/31/23
3,510

     For year ended 12/31/24
2,910


In accordance with the provisions of SFAS No. 142,Goodwill and Other Intangible Assets,” codified within ASC 350, the Company performed testing of goodwill for impairment as of September 30, 2019 and determined that, as of that date, goodwill was not impaired. Management also concluded that the remaining amounts and amortization periods were appropriate for all intangible assets.


Note 6 -- Repurchase Agreements and Other Borrowings

Securities sold under agreements to repurchase were $174.5 million at September 30, 2019, a decrease of $17.8 million from $192.3 million at December 31, 2018. The decrease during the first nine months of 2019 was primarily due to decreases in balances of customers due to changes in cash flow needs for their businesses. All of the transactions have overnight maturities with a weighted average rate of 0.60%.

The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral pledged by the Company would be used to settle the fair value of the repurchase agreement should the Company be in default (e.g., declare bankruptcy), the Company could cancel the repurchase agreement (i.e., cease payment of principal and interest), and attempt collection on the amount of collateral value in excess of the repurchase agreement fair value.

The collateral is held by a third party financial institution in the counterparty's custodial account. The counterparty has the right to sell or repledge the investment securities. For government entity repurchase agreements, the collateral is held by the Company in a segregated custodial account under a tri-party agreement. The Company is required by the counterparty to maintain adequate collateral levels. In the event the collateral fair value falls below stipulated levels, the Company will pledge additional securities. The Company closely monitors collateral levels to ensure adequate levels are maintained, while mitigating the potential of over-collateralization in the event of counterparty default.

Collateral pledged by class for repurchase agreements are as follows (in thousands):
 
September 30, 2019
 
December 31, 2018
US Treasury securities and obligations of U.S. government corporations & agencies
$
93,338

 
$
130,893

Mortgage-backed securities: GSE: residential
81,192

 
61,437

Total
$
174,530

 
$
192,330




35






FHLB borrowings were $81 million and $120 million at September 30, 2019 and December 31, 2018, respectively. At September 30, 2019 the advances were as follows:

$2 million advance with a 5-year maturity, at 1.89%, due October 17, 2019
$10 million advance with a 14-month maturity at 2.88%, due November 29, 2019
$5 million advance with a 1.5-year maturity, at 2.67%, due December 27, 2019
$4 million advance with a 3-year maturity at 2.40%, due January 9, 2020
$5 million advance with a 2.5-year maturity, at 1.67%, due January 31, 2020
$5 million advance with a 4-year maturity, at 1.79%, due April 13, 2020
$10 million advance with a 1.5 year maturity at 2.95%, due May 29, 2020
$5 million advance with a 2-year maturity, at 2.75%, due June 26, 2020
$5 million advance with a 3-year maturity, at 1.75%, due July 31, 2020
$5 million advance with a 6-year maturity, at 2.30%, due August 24, 2020
$5 million advance with a 3.5-year maturity, at 1.83%, due February 1, 2021
$5 million advance with a 5-year maturity, at 1.85%, due April 12, 2021
$5 million advance with a 7-year maturity, at 2.55%, due October 1, 2021
$5 million advance with a 5-year maturity, at 2.71%, due March 21, 2022
$5 million advance with a 8-year maturity, at 2.40%, due January 9, 2023


Note 7 -- Fair Value of Assets and Liabilities

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs.  There is a hierarchy of three levels of inputs that may be used to measure fair value:
Level 1
Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange.  Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.
Level 2
Valuations for assets and liabilities traded in less active dealer or broker markets.  Valuations are obtained from third party pricing services for identical or comparable assets or liabilities which use observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in active markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Following is a description of the inputs and valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.



    



36






Available-for-Sale Securities. The fair value of available-for-sale securities is determined by various valuation
methodologies.  Where quoted market prices are available in an active market, securities are classified within Level 1. If
quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independent sources of market parameters, including but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows.  Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

Fair value determinations for Level 3 measurements of securities are the responsibility of the Treasury function of the Company.  The Company contracts with a pricing specialist to generate fair value estimates on a monthly basis.  The Treasury function of the Company challenges the reasonableness of the assumptions used and reviews the methodology to ensure the estimated fair value complies with accounting standards generally accepted in the United States, analyzes the changes in fair value and compares these changes to internally developed expectations and monitors these changes for appropriateness.

Derivatives. The fair value of derivatives is based on models using observable market data as of the measurement date and are therefore classified in Level 2 of the valuation hierarchy.

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall as of September 30, 2019 and December 31, 2018 (in thousands):
 
 
 
Fair Value Measurements Using
 
 
 
Fair Value
 
Quoted Prices in Active Markets for Identical Assets  (Level 1)
 
Significant Other Observable Inputs  (Level 2)
 
Significant
Unobservable Inputs
(Level 3)
September 30, 2019
 
 
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
167,102

 
$

 
$
167,102

 
$

Obligations of states and political subdivisions
187,330

 

 
186,358

 
972

Mortgage-backed securities
378,844

 

 
378,844

 

Other securities
3,422

 
217

 
3,205

 

Total available-for-sale securities
$
736,698

 
$
217

 
$
735,509

 
$
972

Derivative liability:
 
 
 
 
 
 
 
Interest rate swap
$
605

 
$

 
$
605

 
$

 
 
 
 
 
 
 
 
December 31, 2018
 
 
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
198,649

 
$

 
$
198,649

 
$

Obligations of states and political subdivisions
192,579

 

 
191,612

 
967

Mortgage-backed securities
298,672

 

 
298,672

 

Other securities
2,374

 
364

 
2,010

 

Total available-for-sale securities
$
692,274

 
$
364

 
$
690,943

 
$
967




37






The change in fair value of assets measured on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2019 and 2018 is summarized as follows (in thousands):
 
 
Trust Preferred Securities
 
 
Three months ended
 
Nine months ended
 
 
September 30, 2019
 
September 30, 2018
 
September 30, 2019
 
September 30, 2018
Beginning balance
 
$

 
$

 
$

 
$
2,548

Transfers into Level 3
 

 

 

 

Transfers out of Level 3
 

 

 

 

Total gains or losses:
 
 
 
 
 
 
 
 
Included in net income
 

 

 

 

Included in other comprehensive income (loss)
 

 

 

 
18

Purchases, issuances, sales and settlements:
 
 

 
 
 

 
 
Purchases
 

 

 

 

Issuances
 

 

 

 

Sales
 

 

 

 
(2,522
)
Settlements
 

 

 

 
(44
)
Ending balance
 
$

 
$

 
$

 
$

Total gains or losses for the period included in net income attributable to the change in unrealized gains or losses related to assets and liabilities still held at the reporting date
 
$

 
$

 
$

 
$


 
 
Obligation of State and Political Subdivisions
 
 
Three months ended
 
Nine months ended
 
 
September 30, 2019
 
September 30, 2018
 
September 30, 2019
 
September 30, 2018
Beginning balance
 
$
970

 
$

 
$
967

 
$

Transfers into Level 3
 

 

 

 

Transfers out of Level 3
 

 

 

 

Total gains or losses:
 
 
 

 
 
 

Included in net income
 
2

 

 
5

 

Included in other comprehensive income (loss)
 

 

 

 

Purchases, issuances, sales and settlements:
 
 
 
 
 
 
 
 
Purchases
 

 

 

 

Issuances
 

 

 

 

Sales
 

 

 

 

Settlements
 

 

 

 

Ending balance
 
$
972

 
$

 
$
972

 
$

Total gains or losses for the period included in net income attributable to the change in unrealized gains or losses related to assets and liabilities still held at the reporting date
 
$

 
$

 
$

 
$




38






Following is a description of the valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Impaired Loans (Collateral Dependent). Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment.  Allowable methods for determining the amount of impairment and estimating fair value include using the fair value of the collateral for collateral dependent loans.
If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.

Management establishes a specific allowance for impaired loans that have an estimated fair value that is below the carrying value. The total carrying amount of loans for which a change in specific allowance has occurred as of September 30, 2019 was $9,388,000 and a fair value of $7,816,000 resulting in specific loss exposures of $1,572,000.

When there is little prospect of collecting principal or interest, loans, or portions of loans, may be charged-off to the allowance for loan losses.  Losses are recognized in the period an obligation becomes uncollectible.  The recognition of a loss does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the loan even though partial recovery may be affected in the future.

Foreclosed Assets Held For Sale. Other real estate owned acquired through loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for loan losses. Due to the subjective nature of establishing the fair value when the asset is acquired, the actual fair value of the other real estate owned or foreclosed asset could differ from the original estimate. If it is determined that fair value declines subsequent to foreclosure, a valuation allowance is recorded through noninterest expense. Operating costs associated with the assets after acquisition are also recorded as noninterest expense. Gains and losses on the disposition of other real estate owned and foreclosed assets are netted and posted to other noninterest expense. The total carrying amount of other real estate owned as of September 30, 2019 was $4,348,000. Other real estate owned included in the total carrying amount and measured at fair value on a nonrecurring basis during the period amounted to $1,007,000.

Mortgage Servicing Rights. As of September 30, 2019 , mortgage servicing rights had a carrying value of $1,808,000 and a fair value of $1,569,000 resulting in a valuation reserve of $239,000. The fair value used to determine the valuation reserve for mortgage servicing rights was estimated using the discounted cash flow models. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the fair value hierarchy.

The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2019 and December 31, 2018 (in thousands):
 
Fair Value Measurements Using
 
 
 
Fair Value
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs  (Level 2)
 
Significant
Unobservable Inputs
(Level 3)
September 30, 2019
 
 
 
 
 
 
 
Impaired loans (collateral dependent)
$
7,816

 
$

 
$

 
$
7,816

Foreclosed assets held for sale
1,007

 

 

 
1,007

Mortgage servicing rights
1,569

 

 

 
1,569

December 31, 2018
 

 
 

 
 

 
 

Impaired loans (collateral dependent)
$
16,437

 
$

 
$

 
$
16,437

Foreclosed assets held for sale
836

 

 

 
836




39






Sensitivity of Significant Unobservable Inputs

The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements other than goodwill at September 30, 2019 and December 31, 2018 (in thousands).
September 30, 2019
Fair Value
 
Valuation Technique
 
Unobservable Inputs
 
Range (Weighted Average)
Impaired loans (collateral dependent)
$
7,816

 
Third party valuations
 
Discount to reflect realizable value
 
0
%
-
40%
(
20%
)
Foreclosed assets held for sale
1,007

 
Third party valuations
 
Discount to reflect realizable value less estimated selling costs
 
0
%
-
40%
(
35%
)
Mortgage servicing rights
1,569

 
Third party valuations
 
Discount to reflect realizable value
 
9.5
%
-
12.5%
(
9.7%
)
December 31, 2018
Fair Value
 
Valuation Technique
 
Unobservable Inputs
 
Range (Weighted Average)
Impaired loans (collateral dependent)
$
16,437

 
Third party valuations
 
Discount to reflect realizable value
 
0
%
-
40%
(
20%
)
Foreclosed assets held for sale
 
836

 
Third party valuations
 
Discount to reflect realizable value less estimated selling costs
 
0
%
-
40%
(
35%
)

The following tables present estimated fair values of the Company’s financial instruments at September 30, 2019 and December 31, 2018 in accordance with ASC 825 (in thousands):
 
Carrying
Amount
 
Fair
Value
 
Level 1
 
Level 2
 
Level 3
September 30, 2019
 
 
 
 
 
 
 
 
 
Financial Assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
107,306

 
$
107,306

 
$
107,306

 
$

 
$

Federal funds sold
923

 
923

 
923

 

 

Certificates of deposit investments
5,360

 
5,360

 

 
5,360

 

Available-for-sale securities
736,698

 
736,698

 
217

 
735,509

 
972

Held-to-maturity securities
69,515

 
69,492

 

 
69,492

 

Loans held for sale
4,603

 
4,603

 

 
4,603

 

Loans net of allowance for loan losses
2,592,214

 
2,537,394

 

 

 
2,537,394

Interest receivable
17,749

 
17,749

 

 
17,749

 

Federal Reserve Bank stock
9,401

 
9,401

 

 
9,401

 

Federal Home Loan Bank stock
3,295

 
3,295

 

 
3,295

 

Financial Liabilities
 

 
 

 
 

 
 

 
 

Deposits
$
2,988,925

 
$
2,997,180

 
$

 
$
2,363,295

 
$
633,885

Securities sold under agreements to repurchase
174,530

 
174,572

 

 
174,572

 

Interest payable
2,632

 
2,632

 

 
2,632

 

Federal Home Loan Bank borrowings
80,862

 
81,525

 

 
81,525

 

Junior subordinated debentures
29,126

 
23,893

 

 
23,893

 



40






 
Carrying
Amount
 
Fair
Value
 
Level 1
 
Level 2
 
Level 3
December 31, 2018
 
 
 
 
 
 
 
 
 
Financial Assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
140,735

 
$
140,735

 
$
140,735

 
$

 
$

Federal funds sold
665

 
665

 
665

 

 

Certificates of deposit investments
7,569

 
7,569

 

 
7,569

 

Available-for-sale securities
692,274

 
692,274

 
364

 
690,943

 
967

Held-to-maturity securities
69,436

 
67,909

 

 
67,909

 

Loans held for sale
1,508

 
1,508

 

 
1,508

 

Loans net of allowance for loan losses
2,616,822

 
2,541,037

 

 

 
2,541,037

Interest receivable
16,881

 
16,881

 

 
16,881

 

Federal Reserve Bank stock
7,390

 
7,390

 

 
7,390

 

Federal Home Loan Bank stock
3,095

 
3,095

 

 
3,095

 

Financial Liabilities
 

 
 

 
 
 
 
 
 
Deposits
$
2,988,686

 
$
2,991,177

 
$

 
$
2,396,917

 
$
594,260

Securities sold under agreements to repurchase
192,330

 
192,179

 

 
192,179

 

Interest payable
1,758

 
1,758

 

 
1,758

 

Federal Home Loan Bank borrowings
119,745

 
119,704

 

 
119,704

 

Other borrowings
7,724

 
7,724

 

 
7,724

 

Junior subordinated debentures
29,000

 
24,418

 

 
24,418

 



Note 8 -- Business Combinations

SCB Bancorp, Inc.

On June 12, 2018, the Company and Project Almond Merger Sub LLC, a newly formed Illinois limited liability company and wholly-owned subsidiary of the Company (“Almond Merger Sub”), entered into an Agreement and Plan of Merger (the “SCB Merger Agreement”) with SCB Bancorp, Inc., an Illinois corporation (“SCB”), pursuant to which, among other things, the Company agreed to acquire 100% of the issued and outstanding shares of SCB pursuant to a business combination whereby SCB will merge with and into Almond Merger Sub, whereupon the separate corporate existence of SCB will cease and Merger Sub will continue as the surviving company and a wholly-owned subsidiary of the Company (the “SCB Merger”).

Subject to the terms and conditions of the SCB Merger Agreement, at the effective time of the SCB Merger, each share of common stock, par value $7.50 per share, of SCB issued and outstanding immediately prior to the effective time of the SCB Merger were converted into and became the right to receive, at the election of each stockholder, either $307.93 in cash or 8.0228 shares of common stock, par value $4.00 per share, of the Company and cash in lieu of fractional shares, less any applicable taxes required to be withheld. In addition, immediately prior to the closing of the proposed merger, SCB paid special dividend to its shareholders in the aggregate amount of approximately $25 million. The SCB Merger was subject to customary closing conditions, including the approval of the appropriate regulatory authorities and of the stockholders of SCB. The SCB Merger was completed on November 15, 2018 and an aggregate of 1,330,571 shares of common stock were issued, and approximately $19,046,000 was paid, to the stockholders of SCB, including cash in lieu of fractional shares.

Soy Capital Bank and Trust Company ("Soy Capital Bank") merged with and into First Mid Bank on April 6, 2019. At the time of the bank merger, Soy Capital Bank's banking offices became branches of First Mid Bank. As a result of the acquisition, the Company will have an opportunity to increase its deposit base and reduce transaction costs. The Company also expects to reduce costs through economies of scale.



41






The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805, “Business Combinations ("ASC 805"),” and accordingly the assets and liabilities were recorded at their estimated fair values as of the date of acquisition. Fair values are subject to refinement for up to one year after the closing date of November 15, 2018 as additional information regarding the closing date fair values become available. The total consideration paid was used to determine the amount of goodwill resulting from the transaction. As the total consideration paid exceeded the net assets acquired, goodwill of $18.4 million was recorded for the acquisition. Goodwill recorded in the transaction, which reflects the synergies and economies of scale expected from combining operations and the enhanced revenue opportunities from the Company’s service capabilities, is not tax deductible, and was all assigned to the banking segment of the Company.

The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the SCB acquisition (in thousands).

 
Acquired
Book Value
 
Fair Value Adjustments
 
As Recorded by SCB
Assets
 
 
 
 
 
     Cash and due from banks
$
65,095

 
$

 
$
65,095

     Investment Securities
97,545

 
(41
)
 
97,504

     Loans
255,429

 
(7,868
)
 
247,561

     Allowance for loan losses
(4,491
)
 
4,491

 

     Other real estate owned
783

 
(345
)
 
438

     Premises and equipment
10,115

 
953

 
11,068

     Goodwill
6,745

 
11,606

 
18,351

     Core deposit intangible

 
7,269

 
7,269

     Other Intangibles
1,228

 
11,070

 
12,298

     Other assets
24,858

 
(5,813
)
 
19,045

              Total assets acquired
$
457,307

 
$
21,322

 
$
478,629

Liabilities
 
 
 
 
 
     Deposits
$
348,314

 
$
(343
)
 
$
347,971

     Securities sold under agreements to repurchase
21,180

 

 
21,180

    FHLB advances
19,000

 
(29
)
 
18,971

     Other borrowings
7,724

 

 
7,724

     Junior subordinated debentures

 

 

     Other liabilities
15,477

 

 
15,477

              Total liabilities assumed
411,695

 
(372
)
 
411,323

             Net assets acquired
$
45,612

 
$
21,694

 
$
67,306

 
 
 
 
 
 
Consideration Paid
 
 
 
 
 
     Cash
 
 
 
 
$
19,046

     Common Stock
 
 
 
 
48,260

         Total consideration paid
 
 
 
 
$
67,306


The Company has recognized approximately $3.6 million, pre-tax, of acquisition costs for the SCB acquisition. Of this amount, $2.7 million was recognized during 2019. These costs are included in legal and professional and other expense. Of the $7.9 million fair value adjustment to loans, approximately $7.2 million is being accreted to interest income over the remaining term of the loans. The differences between fair value and acquired value of the assumed time deposits of $(343,000), and the assumed FHLB advances $(29,000), are being amortized to interest expense over the remaining life of the liabilities. The core deposit intangible assets, with a fair value of $7.3 million, will be amortized on an accelerated basis over its estimated life of 10 years. In addition, the Company recorded a $4.2 million intangible asset for customer list of Soy Bank's Ag service business line and $8.1 million intangible asset for the customer list for Soy Bank's Insurance business line. These intangibles are being amortized over the estimated life of 12 years and 11 years, respectively.


42






The following unaudited pro forma condensed combined financial information presents the results of operations of the Company, including the effects of the purchase accounting adjustments and acquisition expenses, had the SCB acquisition taken place at the beginning of the period (dollars in thousands):

 
Three months ended
 
Nine months ended
 
September 30, 2018
 
September 30, 2018
Net interest income
$
33,435

 
$
90,803

Provision for loan losses
2,551

 
5,483

Non-interest income
11,285

 
36,754

Non-interest expense
30,460

 
81,108

  Income before income taxes
11,709

 
40,966

Income tax expense
2,882

 
10,119

   Net income
$
8,827

 
$
30,847

 
 
 
 
Earnings per share
 
 
 
   Basic
$
0.53

 
$
2.01

   Diluted
0.53

 
2.01

 
 
 
 
Basic weighted average shares outstanding
16,621,110

 
15,312,910

Diluted weighted average shares outstanding
16,636,789

 
15,329,730


The unaudited pro forma condensed combined financial statements do not reflect any anticipated cost savings and revenue enhancements. Accordingly, the pro forma results of operations of the Company as of and after the SCB business combination may not be indicative of the results that actually would have occurred if the combination had been in effect during the periods presented or of the results that may be attained in the future.

First BancTrust Corporation

On December 11, 2017, the Company and Project Hawks Merger Sub LLC (formerly known as Project Hawks Merger Sub Corp.), a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company (“Hawks Merger Sub”), entered into an Agreement and Plan of Merger (as amended as of January 18, 2018, the “First Bank Merger Agreement") with First BancTrust Corporation, a Delaware corporation (“First Bank”), pursuant to which, among other things, the Company agreed to acquire 100% of the issued and outstanding shares of First Bank pursuant to a business combination whereby First Bank will merge with and into Hawks Merger Sub, with Hawks Merger Sub as the surviving entity and a wholly-owned subsidiary of the Company (the “First Bank Merger”).

At the effective time of the First Bank Merger, each share of common stock, par value $0.01 per share, of First Bank issued and outstanding immediately prior to the effective time of the First Bank Merger (other than shares held in treasury by First Bank and shares held by stockholders who had properly made and not withdrawn a demand for appraisal rights under Delaware law) converted into and become the right to receive, (a) $5.00 in cash and (b) 0.800 shares of common stock, par value $4.00 per share, of the Company and cash in lieu of fractional shares, less any applicable taxes required to be withheld and subject to certain adjustments, all as set forth in the First Bank Merger Agreement.

On May 1, 2018, the Company issued an aggregate total of 1,643,900 shares of common stock valued at $37.32 per share and approximately $10,275,000, including cash in lieu of fractional shares. First Bank’s wholly-owned bank subsidiary, First Bank & Trust, IL (“First Bank & Trust”), merged with and into First Mid Bank on August 10, 2018. At the time of the bank merger, First Bank & Trust’s banking offices became branches of First Mid Bank. As a result of the acquisition, the Company will have an opportunity to increase its deposit base and reduce transaction costs. The Company also expects to reduce costs through economies of scale.



43






The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805, “Business Combinations ("ASC 805"),” and accordingly the assets and liabilities were recorded at their estimated fair values as of the date of acquisition. Fair values are subject to refinement for up to one year after the closing date of May 1, 2018 as additional information regarding the closing date fair values become available. The total consideration paid was used to determine the amount of goodwill resulting from the transaction. As the total consideration paid exceeded the net assets acquired, goodwill of $26.5 million was recorded for the acquisition. Goodwill recorded in the transaction, which reflects the synergies and economies of scale expected from combining operations and the enhanced revenue opportunities from the Company’s service capabilities, is not tax deductible, and was all assigned to the banking segment of the Company.

The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the First Bank acquisition (in thousands).

Acquired
Book Value
 
Fair Value Adjustments
 
As Recorded by
First Bank
Assets

 

 

     Cash & due from banks
$
20,598

 
$

 
$
20,598

     Investment Securities
59,906

 
(320
)
 
59,586

     Loans
371,156

 
(7,875
)
 
363,281

     Allowance for loan losses
(4,412
)
 
4,412

 

     Other real estate owned
547

 
(12
)
 
535

     Premises and equipment
10,126

 
(689
)
 
9,437

     Goodwill
543

 
25,948

 
26,491

     Core deposit intangible

 
5,224

 
5,224

     Other assets
16,389

 
(256
)
 
16,133

              Total assets acquired
$
474,853

 
$
26,432

 
$
501,285

Liabilities and Stockholders' Equity

 

 

     Deposits
$
384,323

 
$
1,301

 
$
385,624

     FHLB advances
31,000

 
(328
)
 
30,672

     Subordinated debentures
6,186

 
(1,451
)
 
4,735

     Other liabilities
8,665

 
(36
)
 
8,629

              Total liabilities assumed
430,174

 
(514
)
 
429,660

              Net assets acquired
$
44,679

 
$
26,946

 
$
71,625

 
 
 
 
 
 
Consideration Paid
 
 
 
 
 
     Cash
 
 
 
 
$
10,275

     Common stock
 
 
 
 
61,350

              Total consideration paid
 
 
 
 
$
71,625


The Company has recognized approximately $5.2 million, pre-tax, of acquisition costs for the First Bank acquisition. Of this amount, $172,000 was recognized during 2019. These costs are included in legal and professional and other expense. Of the $7.9 million fair value adjustment to loans, approximately $3.6 million is being accreted to interest income over the remaining term of the loans. The differences between fair value and acquired value of the assumed time deposits of $1.3 million, of the assumed FHLB advances of $(328,000) and of the assumed subordinated debentures of $(1,451,000), are being amortized to interest expense over the remaining life of the liabilities. The core deposit intangible asset, with a fair value of $5.2 million, will be amortized on an accelerated basis over its estimated life of 10 years.








44






The following unaudited pro forma condensed combined financial information presents the results of operations of the Company, including the effects of the purchase accounting adjustments and acquisition expenses, had the First Bank acquisition taken place at the beginning of the period (dollars in thousands):

Three months ended
 
Nine months ended

9/30/2018
 
9/30/2018
Net interest income
$
30,087

 
$
86,813

Provision for loan losses
2,551

 
5,683

Non-interest income
7,919

 
24,879

Non-interest expense
24,490

 
68,144

  Income before income taxes
10,965

 
37,865

Income tax expense
2,731

 
9,356

   Net income
$
8,234

 
$
28,509

 
 
 
 
Earnings per share

 

   Basic
$
0.54

 
$
1.94

   Diluted
0.54

 
1.94

 
 
 
 
Basic weighted average shares outstanding
15,290,539

 
14,704,888

Diluted weighted average shares outstanding
15,306,218

 
14,721,708



Note 9 -- Leases

Effective January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). As of September 30, 2019, substantially all of the Company's leases are operating leases for real estate property for bank branches, ATM locations, and office space. These leases are generally for periods of 1 to 25 years with various renewal options. The Company elected the optional transition method permitted by Topic 842. Under this method, an entity recognizes and measures leases that exist at the application date and prior comparative periods are not adjusted. In addition, the Company elected the package of practical expedients:

1. An entity need not reassess whether any expired or existing contracts contain leases.
2. An entity need not reassess the lease classification for any expired or existing leases.
3. An entity need not reassess initial direct costs for any existing leases.

The Company has also elected the practical expedient, which may be elected separately or in conjunction with the package noted above, to use hindsight in determining the lease term and in assessing the right-of-use assets. This expedient must be applied consistently to all leases. Lastly, the Company has elected to use the practical expedient to include both lease and non-lease components as a single component and account for it as a lease.

In addition, The Company has elected to not include short-term leases (i.e.leases with terms of twelve months or less) or equipment leases (primarily copiers) deemed immaterial, on the consolidated balance sheets.

For leases in effect at January 1, 2019 and for leases commencing thereafter, the Company recognizes a lease liability and a right-of-use asset, based on the present value of lease payments over the lease term. The discount rate used in determining present value was the Company's incremental borrowing rate which is the FHLB fixed advance rate based on the remaining lease term as of January 1, 2019, or the commencement date for leases subsequently entered into.



45






The following table contains supplemental balance sheet information related to leases (dollars in thousands):
 
September 30, 2019
Operating lease right-of-use assets
$
12,544

Operating lease liabilities
12,557

Weighted-average remaining lease term
5.3 years

Weighted-average discount rate
3.21
%

Certain of the Company's leases contain options to renew the lease; however, not all renewal options are included in the calculation of lease liabilities as they are not reasonably certain to be exercised. The Company's leases do not contain residual value guarantees or material variable lease payments. The Company does not have any other material restrictions or covenants imposed by leases that would impact the Company's ability to pay dividends or cause the Company to incur additional financial obligations.

Maturities of lease liabilities were as follows (in thousands):
Year ending December 31,
 
2019 (excluding the nine months ended September 30, 2019)
$
690

2020
2,623

2021
2,388

2022
2,085

2023
1,306

Thereafter
5,362

Total lease payments
14,454

Less imputed interest
(1,897
)
Total lease liability
$
12,557


The components of lease expense for the three and six months ended September 30, 2019 were as follows (in thousands):
 
Three months ended September 30,
Nine months ended September 30,
 
2019
2019
Operating lease cost
$
466

$
1,802

Short-term lease cost
221

266

Variable lease cost
103

741

Total lease cost
790

2,809

Income from subleases
(189
)
(650
)
Net lease cost
$
601

$
2,159


As the Company elected not to separate lease and non-lease components, the variable lease cost primarily represents variable payment such as common area maintenance and copier expense. The Company does not have any material sub-lease agreements. Cash paid for amounts included in the measurement of lease liabilities was (in thousands):

 
September 30, 2019
Operating cash flows from operating leases
$
2,019



46






Note 10 -- Derivatives

The Company utilizes an interest rate swap, designated as a fair value hedge, to mitigate the risk of changing interest rates on the fair value of a fixed rate commercial real estate loan. For derivative instruments that are designed and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting loss or gain in the hedged asset attributable to the hedged risk, is recognized in current earnings.

A summary of the Company's fair value hedge as of September 30, 2019, is as follows (in thousands):
 
 
September 30, 2019
Derivative
 
Balance Sheet Location
 
Weighted Average Remaining Maturity (Years)
 
Pay Rate
 
Received Rate
 
Notional Amount
 
Estimated Value
Interest rate swap agreement
 
Other liabilities
 
9.7 years
 
4.5
%
 
1 month LIBOR + 231.5bps
 
$
9,731

 
$
605



The effects of the fair value hedge on the Company's income statement during the three and nine months ended September 30, 2019 were as follows (in thousands):
 
 
 
 
Three months ended September 30,
 
Nine months ended September 30,
Derivative
 
Location of Gain (Loss) on Derivative
 
2019
 
2019
Interest rate swap agreement
 
Interest income on loans
 
$
(312
)
 
$
(605
)
 
 
 
 
 
 
 
 
 
 
 
Three months ended September 30,
 
Nine months ended September 30,
Derivative
 
Location of Gain (Loss) on Hedged Item
 
2019
 
2019
Interest rate swap agreement
 
Interest income on loans
 
$
312

 
$
605



As of September 30, 2019, the following amounts were recorded on the balance sheet related to cumulative basis adjustment for fair value hedges (in thousands):
Line Item in the Balance Sheet in Which the Hedge Item is Included
 
Carrying Amount of the Hedged Asset
 
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Asset
Loans
 
 
$
9,126

 
 
 
$
605







47






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

The following discussion and analysis is intended to provide a better understanding of the consolidated financial condition and results of operations of the Company and its subsidiaries as of, and for the three and nine-month periods ended September 30, 2019 and 2018.  This discussion and analysis should be read in conjunction with the consolidated financial statements, related notes and selected financial data appearing elsewhere in this report.

Forward-Looking Statements

This report may contain certain forward-looking statements, such as discussions of the Company’s pricing and fee trends, credit quality and outlook, liquidity, new business results, expansion plans, anticipated expenses and planned schedules. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are identified by use of the words “believe,” ”expect,” ”intend,” ”anticipate,” ”estimate,” ”project,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including those described in Item 1A-“Risk Factors” and other sections of the Company’s Annual Report on Form 10-K and the Company’s other filings with the SEC, and changes in interest rates, general economic conditions and those in the Company’s market area, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios and the valuation of the investment portfolio, the Company’s success in raising capital and effecting and integrating acquisitions, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area and accounting principles, policies and guidelines. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise. Further information concerning the Company and its business, including  a discussion of these and additional factors that could materially affect the Company’s financial results, is included in the Company’s 2018 Annual Report on Form 10-K under the headings “Item 1. Business" and “Item 1A. Risk Factors."

Acquisitions

On May 1, 2018, the Company completed its acquisition of First Bank. Financial results for 2018 include the income and expenses of First Bank & Trust for the period May 1 through December 31, 2018. At the date of the acquisition, the fair value of First Bank's total assets was $501 million, including $363 million of loans. The fair value of First Bank's deposits was $386 million. Net income before taxes was positively impacted by $3,018,000 due to First Bank's purchase accounting net accretion and amortization expense of intangibles during 2018. For the nine months ended September 30, 2019, net income before taxes was positively impacted by $2.6 million due to purchase accounting net accretion and amortization related to First Bank. During 2018, the Company also incurred $5 million of pre-tax acquisition expenses related to the acquisition of First Bank, comprised primarily of legal, consulting and change-in-control costs. During the nine months ended September 30, 2019, pre-tax expenses related to this acquisition totaled $172,000.

On November 15, 2018, the Company completed its acquisition of SCB. Financial results for 2018 include the income and expenses of SCB for the period November 15 through December 31, 2018. At the date of the acquisition, the fair value of SCB's total assets was $479 million, including $248 million of loans. The fair value of SCB's deposits was $348 million. Net income before taxes was positively impacted by $462,000 due to SCB's purchase accounting net accretion and amortization expense of intangibles during 2018. For the nine months ended September 30, 2019, net income before taxes was positively impacted by $1.7 million due to purchase accounting net accretion and amortization related to SCB. During 2018, the Company also incurred $908,000 of pre-tax acquisition expenses related to the acquisition of SCB, comprised primarily of legal, consulting and change-in-control costs. During the nine months ended September 30, 2019, pre-tax expenses related to this acquisition totaled $2.7 million.





48






Overview

This overview of management’s discussion and analysis highlights selected information in this document and may not contain all of the information that is important to you. For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources, and critical accounting estimates which have an impact on the Company’s financial condition and results of operations you should carefully read this entire document.

Net income was $35,967,000 and $26,661,000 for the nine months ended September 30, 2019 and 2018, respectively. Diluted net income per common share available to common stockholders was $2.15 and $1.90 for the nine months ended September 30, 2019 and 2018.

The following table shows the Company’s annualized performance ratios for the nine months ended September 30, 2019 and 2018, compared to the performance ratios for the year ended December 31, 2018:

 
Nine months ended
 
Year ended
 
September 30,
2019
 
September 30,
2018
 
December 31,
2018
Return on average assets
1.25
%
 
1.14
%
 
1.13
%
Return on average common equity
9.60
%
 
9.84
%
 
9.59
%
Average equity to average assets
13.03
%
 
11.58
%
 
11.77
%

Total assets were $3.8 billion at September 30, 2019, compared to $3.8 billion as of December 31, 2018. From December 31, 2018 to September 30, 2019, cash and interest bearing deposits decreased $33.2 million, net loan balances decreased $24.6 million and investment securities increased $44.5 million. Net loan balances were $2.59 billion at September 30, 2019 compared to $2.62 billion at December 31, 2018.

Net interest margin, on a tax effected basis, defined as net interest income divided by average interest-earning assets, was 3.66% for the nine months ended September 30, 2019, down from 3.80% for the same period in 2018. This decrease was primarily due to higher costs of deposits and borrowings offset by higher yields on loans and investments, and accretion income from previous acquisitions. Net interest income before the provision for loan losses was $94.7 million compared to net interest income of $80.7 million for the same period in 2018. The increase in net interest income was primarily due to the growth in average earnings assets as a result of loans and investment securities acquired from First Bank and SCB partially offset by an increase in cost of deposits and borrowings.

Total non-interest income of $41.1 million increased $17.3 million or 73.1% from $23.8 million for the same period last year. Wealth management revenues increased $5.6 million, primarily due the addition of farm management and brokerage revenues from the SCB acquisition, insurance commissions increased approximately $9.4 million, primarily due to revenues from the acquisition of SCB, and revenue from ATM and debit cards increased $948,000 primarily due to an increase in electronic transactions from the acquisitions of First Bank & SCB.

Total non-interest expense of $84.4 million increased $20.7 million or 32.6% from $63.7 million for the same period last year. This increase was primarily due to costs associated with the acquisitions of First Bank and SCB.



49






Following is a summary of the factors that contributed to the changes in net income (in thousands):
 
Change in Net Income
2019 versus 2018
 
Three months ended September 30,
 
Nine months ended September 30,
Net interest income
$
1,038

 
$
13,954

Provision for loan losses
(107
)
 
1,787

Other income, including securities transactions
4,998

 
17,377

Other expenses
(1,404
)
 
(20,731
)
Income taxes
(1,089
)
 
(3,081
)
Increase in net income
$
3,436

 
$
9,306



Credit quality is an area of importance to the Company. Total nonperforming loans were $24.2 million at September 30, 2019, compared to $27.9 million at September 30, 2018 and $29.8 million at December 31, 2018. See the discussion under the heading “Loan Quality and Allowance for Loan Losses” for a detailed explanation of these balances. Repossessed asset balances totaled $4.4 million at September 30, 2019 compared to $2.1 million at September 30, 2018 and $2.6 million at December 31, 2018. The Company’s provision for loan losses for the nine months ended September 30, 2019 and 2018 was $3,696,000 and $5,483,000, respectively.  Total loans past due 30 days or more were 0.95% of loans at September 30, 2019 compared to 1.17% at September 30, 2018, and 1.06% of loans at December 31, 2018.  At September 30, 2019, the composition of the loan portfolio remained similar to the same period last year. Loans secured by both commercial and residential real estate comprised approximately 67.0% of the loan portfolio as of September 30, 2019 and 66.1% as of December 31, 2018.

The Company’s capital position remains strong and the Company has consistently maintained regulatory capital ratios above the “well-capitalized” standards. The Company’s Tier 1 capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at September 30, 2019 and 2018 and December 31, 2018 was 14.39%, 13.73% and 12.76%, respectively. The Company’s total capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at September 30, 2019 and 2018 and December 31, 2018 was 15.30%, 14.62% and 13.63%, respectively. The increase in these ratios from December 31, 2018 was primarily due to net income added to retained earnings.

The Company’s liquidity position remains sufficient to fund operations and meet the requirements of borrowers, depositors, and creditors. The Company maintains various sources of liquidity to fund its cash needs. See the discussion under the heading “Liquidity” for a full listing of sources and anticipated significant contractual obligations.

The Company enters into financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include lines of credit, letters of credit and other commitments to extend credit.  The total outstanding commitments at September 30, 2019 and 2018 were $591 million and $481 million, respectively.  

Federal Deposit Insurance Corporation Insurance Coverage. As a FDIC-insured institution First Mid Bank is required to pay deposit insurance premium assessments to the FDIC.  A number of requirements with respect to the FDIC insurance system have affected results, including insurance assessment rates. The Company expensed $377,000 and $668,000 for this assessment during the first nine months of 2019 and 2018, respectively. During the third quarter of 2019, the First Mid Bank received a $257,000 credit for its June 30, 2019 assessment. This amount was reversed from previously accrued expense.

In addition to its insurance assessment, through March 29, 2019, each insured bank was subject to quarterly debt service assessments in connection with bonds issued by a government corporation that financed the federal savings and loan bailout.  The Company expensed $12,000 and $72,000 during the first nine months of 2019 and 2018 for this assessment, respectively.




50






Basel III. In September 2010, the Basel Committee on Banking Supervision proposed higher global minimum capital standards, including a minimum Tier 1 common capital ratio and additional capital and liquidity requirements. On July 2, 2013, the Federal Reserve Board approved a final rule to implement these reforms and changes required by the Dodd-Frank Act. This final rule was subsequently adopted by the OCC and the FDIC.

As included in the proposed rule of June 2012, the final rule includes new risk-based capital and leverage ratios, which will be phased in from 2015 to 2019, and refines the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to the Company and First Mid Bank beginning in 2015 are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. The rule also establishes a “capital conservation buffer” of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital and would result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement is being phased in beginning in January 2016 at 0.625% of risk weighted assets and will increase by that amount each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital level falls below the buffer amount.

The final rule also makes three changes to the proposed rule of June 2012 that impact the Company. First, the proposed rule would have required banking organizations to include accumulated other comprehensive income (“AOCI”) in common equity tier 1 capital. AOCI includes accumulated unrealized gains and losses on certain assets and liabilities that have not been included in net income. Under existing general risk-based capital rules, most components of AOCI are not included in a banking organization's regulatory capital calculations. The final rule allows community banking organizations to make a one-time election not to include these additional components of AOCI in regulatory capital and instead use the existing treatment under the general risk-based capital rules that excludes most AOCI components from regulatory capital.

Second, the proposed rule would have modified the risk-weight framework applicable to residential mortgage exposures to require banking organizations to divide residential mortgage exposure into two categories in order to determine the applicable risk weight. The final rule, however, retains the existing treatment for residential mortgage exposures under the general risk-based capital rules.

Third, the proposed rule would have required banking organizations with total consolidated assets of less than $15 billion as of December 31, 2009, such as the Company, to phase out over ten years any trust preferred securities and cumulative perpetual preferred securities from its Tier 1 capital regulatory capital. The final rule, however, permanently grandfathers into Tier 1 capital of depository institution holding companies with total consolidated assets of less than $15 billion as of December 31, 2009 any trust preferred securities or cumulative perpetual preferred stock issued before May 19, 2010.

See discussion under the heading "Capital Resources" for a description of the Company's and First Mid Bank's risk-based capital.

Critical Accounting Policies and Use of Significant Estimates

The Company has established various accounting policies that govern the application of U.S. generally accepted accounting principles in the preparation of the Company’s financial statements. The significant accounting policies of the Company are described in the footnotes to the consolidated financial statements included in the Company’s 2018 Annual Report on Form 10-K. Certain accounting policies involve significant judgments and assumptions by management that have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ from these judgments and assumptions, which could have a material impact on the carrying values of assets and liabilities and the results of operations of the Company.



51






Allowance for Loan Losses. The Company believes the allowance for loan losses is the critical accounting policy that requires the most significant judgments and assumptions used in the preparation of its consolidated financial statements. An estimate of potential losses inherent in the loan portfolio are determined and an allowance for those losses is established by considering factors including historical loss rates, expected cash flows and estimated collateral values. In assessing these factors, the Company use organizational history and experience with credit decisions and related outcomes. The allowance for loan losses represents the best estimate of losses inherent in the existing loan portfolio. The allowance for loan losses is increased by the provision for loan losses charged to expense and reduced by loans charged off, net of recoveries. The Company formally evaluates the allowance for loan losses quarterly. If the underlying assumptions later prove to be inaccurate based on subsequent loss evaluations, the allowance for loan losses is adjusted.

The Company estimates the appropriate level of allowance for loan losses by separately evaluating impaired and non-impaired loans. A specific allowance is assigned to an impaired loan when expected cash flows or collateral do not justify the carrying amount of the loan. The methodology used to assign an allowance to a non-impaired loan is more subjective. Generally, the allowance assigned to non-impaired loans is determined based on migration analysis of historical net losses on each loan segment with similar risk characteristics, adjusted for qualitative factors including the volume and severity of identified classified loans, changes in economic conditions, changes in credit policies or underwriting standards, and changes in the level of credit risk associated with specific industries and markets. Because the economic and business climate in any given industry or market, and its impact on any given borrower, can change rapidly, the risk profile of the loan portfolio is continually assessed and adjusted when appropriate. Notwithstanding these procedures, there still exists the possibility that the assessment could prove to be significantly incorrect and that an immediate adjustment to the allowance for loan losses would be required.

Other Real Estate Owned. Other real estate owned acquired through loan foreclosure is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for loan losses. Due to the subjective nature of establishing the fair value when the asset is acquired, the actual fair value of the other real estate owned or foreclosed asset could differ from the original estimate. If it is determined that fair value temporarily declines subsequent to foreclosure, a valuation allowance is recorded through noninterest expense. Operating costs associated with the assets after acquisition are also recorded as noninterest expense. Gains and losses on the disposition of other real estate owned and foreclosed assets are netted and posted to other noninterest expense.

Mortgage Servicing Rights. The Company has elected to measure mortgage servicing rights under the amortization method. Using this method, servicing rights are amortized in proportion to and over the period of estimated net servicing income. The amortized assets are assessed for impairment based on fair value at each reporting date. Impairment is determined by stratifying rights into tranches based on predominant characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation reserve, to the extent that fair value is less than the carrying amount of the servicing assets. Fair value in excess of the carrying amount of servicing assets is not recognized.

Investment in Debt and Equity Securities. The Company classifies its investments in debt and equity securities as either held-to-maturity or available-for-sale in accordance with Statement of Financial Accounting  Standards (SFAS) No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” which was codified into ASC 320. Securities classified as held-to-maturity are recorded at cost or amortized cost. Available-for-sale securities are carried at fair value. Fair value calculations are based on quoted market prices when such prices are available. If quoted market prices are not available, estimates of fair value are computed using a variety of techniques, including extrapolation from the quoted prices of similar instruments or recent trades for thinly traded securities, fundamental analysis, or through obtaining purchase quotes. Due to the subjective nature of the valuation process, it is possible that the actual fair values of these investments could differ from the estimated amounts, thereby affecting the financial position, results of operations and cash flows of the Company. If the estimated value of investments is less than the cost or amortized cost, the Company evaluates whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment. If such an event or change has occurred and the Company determines that the impairment is other-than-temporary, a further determination is made as to the portion of impairment that is related to credit loss. The impairment of the investment that is related to the credit loss is expensed in the period in which the event or change occurred. The remainder of the impairment is recorded in other comprehensive income.



52






Deferred Income Tax Assets/Liabilities. The Company’s net deferred income tax asset arises from differences in the dates that items of income and expense enter into our reported income and taxable income. Deferred tax assets and liabilities are established for these items as they arise. From an accounting standpoint, deferred tax assets are reviewed to determine if they are realizable based on the historical level of taxable income, estimates of future taxable income and the reversals of deferred tax liabilities. In most cases, the realization of the deferred tax asset is based on future profitability. If the Company were to experience net operating losses for tax purposes in a future period, the realization of deferred tax assets would be evaluated for a potential valuation reserve.

Additionally, the Company reviews its uncertain tax positions annually under FASB Interpretation No. 48 (FIN No. 48), “Accounting for Uncertainty in Income Taxes,” codified within ASC 740. An uncertain tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount actually recognized is the largest amount of tax benefit that is greater than 50% likely to be recognized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded. A significant amount of judgment is applied to determine both whether the tax position meets the "more likely than not" test as well as to determine the largest amount of tax benefit that is greater than 50% likely to be recognized. Differences between the position taken by management and that of taxing authorities could result in a reduction of a tax benefit or increase to tax liability, which could adversely affect future income tax expense.

Impairment of Goodwill and Intangible Assets. Core deposit and customer relationships, which are intangible assets with a finite life, are recorded on the Company’s balance sheets. These intangible assets were capitalized as a result of past acquisitions and are being amortized over their estimated useful lives of up to 15 years. Core deposit intangible assets, with finite lives will be tested for impairment when changes in events or circumstances indicate that its carrying amount may not be recoverable. Core deposit intangible assets were tested for impairment as of September 30, 2018 as part of the goodwill impairment test and no impairment was identified.

As a result of the Company’s acquisition activity, goodwill, an intangible asset with an indefinite life, is reflected on the consolidated balance sheets. Goodwill is evaluated for impairment annually, unless there are factors present that indicate a potential impairment, in which case, the goodwill impairment test is performed more frequently than annually.

Fair Value Measurements. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company estimates the fair value of a financial instrument using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, the Company estimates fair value. The Company’s valuation methods consider factors such as liquidity and concentration concerns. Other factors such as model assumptions, market dislocations, and unexpected correlations can affect estimates of fair value. Imprecision in estimating these factors can impact the amount of revenue or loss recorded.

SFAS No. 157, “Fair Value Measurements”, which was codified into ASC 820, establishes a framework for measuring the fair value of financial instruments that considers the attributes specific to particular assets or liabilities and establishes a three-level hierarchy for determining fair value based on the transparency of inputs to each valuation as of the fair value measurement date.

The three levels are defined as follows:

Level 1 — quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — inputs include quoted prices for similar assets and liabilities in active markets, quoted prices of identical or similar assets or liabilities in markets that are not active, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 — inputs that are unobservable and significant to the fair value measurement.



53






At the end of each quarter, the Company assesses the valuation hierarchy for each asset or liability measured. From time to time, assets or liabilities may be transferred within hierarchy levels due to changes in availability of observable market inputs to measure fair value at the measurement date. Transfers into or out of hierarchy levels are based upon the fair value at the beginning of the reporting period. A more detailed description of the fair values measured at each level of the fair value hierarchy can be found in Note 7 – Fair Value of Assets and Liabilities.

 
Results of Operations

Net Interest Income

The largest source of revenue for the Company is net interest income. Net interest income represents the difference between total interest income earned on earning assets and total interest expense paid on interest-bearing liabilities.  The amount of interest income is dependent upon many factors, including the volume and mix of earning assets, the general level of interest rates and the dynamics of changes in interest rates.  The cost of funds necessary to support earning assets varies with the volume and mix of interest-bearing liabilities and the rates paid to attract and retain such funds.  

Net interest income is the excess of interest received from earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is presented on a full tax equivalent (TE) basis in the table that follows. The federal statutory rate in effect of 21% for 2019 and 2018 was used. The TE analysis portrays the income tax benefits associated with the tax-exempt assets. The year-to-date net yield on interest-earning assets excluding the TE adjustments of $1,619,000 and $1,481,000 for 2019 and 2018, respectively were 3.59% at September 30, 2019 and 3.73% at September 30, 2018.





54






The Company’s average balances fully tax equivalent, interest income and interest expense and rates earned or paid for major balance sheet categories are set forth for the three and nine months ended September 30, 2019 and 2018 in the following table (dollars in thousands):

:
 
Three months ended September 30, 2019
 
Three months ended September 30, 2018
 
Average
Balance
 
Interest
 
Average
Rate
 
Average
Balance
 
Interest
 
Average
Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits with other financial institutions
$
33,991

 
$
268

 
3.13
%
 
$
22,426

 
$
112

 
1.98
%
Federal funds sold
921

 
4

 
1.72
%
 
672

 
2

 
1.18
%
Certificates of deposit investments
5,685

 
33

 
2.30
%
 
2,605

 
13

 
1.98
%
Investment securities
 

 
 

 
 

 
 

 
 

 
 

Taxable
638,628

 
3,958

 
2.48
%
 
514,414

 
3,201

 
2.49
%
Tax-exempt (Municipals)(TE)
186,962

 
1,695

 
3.63
%
 
175,415

 
1,658

 
3.78
%
Loans (Net of Unearned Income)(TE)
2,577,901

 
32,154

 
4.95
%
 
2,375,303

 
29,019

 
4.85
%
Total earning assets
3,444,088

 
38,112

 
4.39
%
 
3,090,835

 
34,005

 
4.35
%
Cash and due from banks
92,106

 
 

 
 

 
48,794

 
 

 
 

Premises and equipment
59,951

 
 

 
 

 
47,343

 
 

 
 

Other assets
248,392

 
 

 
 

 
184,508

 
 

 
 

Allowance for loan losses
(26,726
)
 
 

 
 

 
(22,782
)
 
 

 
 

Total assets
$
3,817,811

 
 

 
 

 
$
3,348,698

 
 

 
 

Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits
 

 
 

 
 

 
 

 
 

 
 

Demand deposits
$
1,291,555

 
$
1,803

 
0.55
%
 
$
1,232,282

 
$
904

 
0.29
%
Savings deposits
436,002

 
156

 
0.14
%
 
401,731

 
147

 
0.15
%
Time deposits
646,346

 
3,215

 
1.97
%
 
514,004

 
1,166

 
0.90
%
          Total Interest Bearing Deposits
2,373,903

 
5,174

 
0.86
%
 
2,148,017

 
2,217

 
0.41
%
Securities sold under agreements to repurchase
150,026

 
196

 
0.52
%
 
121,443

 
72

 
0.24
%
FHLB advances
105,784

 
683

 
2.56
%
 
100,897

 
559

 
2.20
%
Fed Funds Purchased
1,247

 
8

 
2.55
%
 
7,584

 
58

 
3.03
%
Junior subordinated debt
29,098

 
392

 
5.34
%
 
28,815

 
405

 
5.58
%
Other debt

 

 
%
 
10,622

 
90

 
3.36
%
     Total borrowings
286,155

 
1,279

 
1.77
%
 
269,361

 
1,184

 
1.74
%
Total interest-bearing liabilities
2,660,058

 
6,453

 
0.96
%
 
2,417,378

 
3,401

 
0.56
%
Non interest-bearing demand deposits
597,524

 
 

 
0.79
%
 
504,274

 
 

 
0.46
%
Other liabilities
44,126

 
 

 
 

 
10,984

 
 

 
 

Stockholders' equity
516,103

 
 

 
 

 
416,062

 
 

 
 

Total liabilities & equity
$
3,817,811

 
 

 
 

 
$
3,348,698

 
 

 
 

Net interest income
 

 
$
31,659

 
 

 
 

 
$
30,604

 
 

Net interest spread
 

 
 

 
3.43
%
 
 

 
 

 
3.79
%
Impact of non-interest bearing funds
 

 
 

 
0.17
%
 
 

 
 

 
0.10
%
TE Net yield on interest- earning assets
 

 
 

 
3.60
%
 
 

 
 

 
3.89
%
(1) The tax-exempt income is not recorded on a tax equivalent basis.
(2) Nonaccrual loans and loans held for sale are included in the average balances. Balances are net of unaccreted discount related to loans acquired.


55






 
Nine months ended September 30, 2019
 
Nine months ended September 30, 2018
 
Average
Balance
 
Interest
 
Average
Rate
 
Average
Balance
 
Interest
 
Average
Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits with other financial institutions
$
75,779

 
$
1,520

 
2.68
%
 
$
18,860

 
$
248

 
1.76
%
Federal funds sold
765

 
11

 
1.92
%
 
599

 
5

 
1.17
%
Certificates of deposit investments
6,583

 
108

 
2.19
%
 
2,273

 
34

 
1.99
%
Investment securities:
 

 
 

 
 

 
 

 
 

 
 

Taxable
622,849

 
11,863

 
2.54
%
 
505,062

 
9,495

 
2.51
%
Tax-exempt (1)
183,711

 
5,164

 
3.75
%
 
169,896

 
4,779

 
3.75
%
Loans net of unearned income (TE) (2)
2,588,061

 
96,153

 
4.97
%
 
2,193,568

 
75,696

 
4.61
%
Total earning assets
3,477,748

 
114,819

 
4.41
%
 
2,890,258

 
90,257

 
4.17
%
Cash and due from banks
77,066

 
 

 
 

 
47,745

 
 

 
 

Premises and equipment
59,576

 
 

 
 

 
43,333

 
 

 
 

Other assets
247,022

 
 

 
 

 
161,267

 
 

 
 

Allowance for loan losses
(26,902
)
 
 

 
 

 
(22,458
)
 
 

 
 

Total assets
$
3,834,510

 
 

 
 

 
$
3,120,145

 
 

 
 

Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
 
Interest-bearing deposits
 

 
 

 
 

 
 

 
 

 
 

Demand deposits
$
1,303,735

 
$
5,070

 
0.52
%
 
$
1,155,724

 
$
2,036

 
0.24
%
Savings deposits
438,450

 
463

 
0.14
%
 
388,223

 
429

 
0.15
%
Time deposits
641,911

 
8,959

 
1.87
%
 
438,869

 
2,683

 
0.82
%
          Total Interest Bearing Deposits
2,384,096

 
14,492

 
0.81
%
 
1,982,816

 
5,148

 
0.35
%
Securities sold under agreements to repurchase
162,003

 
671

 
0.55
%
 
143,707

 
196

 
0.16
%
FHLB advances
111,145

 
2,102

 
2.53
%
 
89,527

 
1,309

 
1.81
%
Fed Funds Purchased
459

 
9

 
2.62
%
 
4,883

 
93

 
1.95
%
Junior subordinated debt
29,057

 
1,236

 
5.69
%
 
26,858

 
1,013

 
4.74
%
Other debt
2,440

 

 
%
 
10,101

 
281

 
3.92
%
     Total borrowings
305,104

 
4,018

 
1.76
%
 
275,076

 
2,892

 
1.41
%
Total interest-bearing liabilities
2,689,200

 
18,510

 
0.92
%
 
2,257,892

 
8,040

 
0.48
%
Non interest-bearing demand deposits
602,968

 
 

 
0.75
%
 
492,775

 
 

 
0.39
%
Other liabilities
42,790

 
 

 
 

 
8,294

 
 

 
 

Stockholders' equity
499,552

 
 

 
 

 
361,184

 
 

 
 

Total liabilities & equity
$
3,834,510

 
 

 
 

 
$
3,120,145

 
 

 
 

Net interest income
 

 
$
96,309

 
 

 
 

 
$
82,217

 
 

Net interest spread
 

 
 

 
3.49
%
 
 

 
 

 
3.69
%
Impact of non-interest bearing funds
 

 
 

 
0.17
%
 
 

 
 

 
0.11
%
TE Net yield on interest- earning assets
 

 
 

 
3.66
%
 
 

 
 

 
3.80
%

(1) The tax-exempt income is not recorded on a tax equivalent basis.
(2) Nonaccrual loans and loans held for sale are included in the average balances. Balances are net of unaccreted discount related to loans acquired.


56






Changes in net interest income may also be analyzed by segregating the volume and rate components of interest income and
interest expense.  The following table summarizes the approximate relative contribution of changes in average volume and interest rates to changes in net interest income for the three and nine-months ended September 30, 2019, compared to the same periods in 2018 (in thousands):
 
Three months ended September 30, 2019 compared to 2018 Increase / (Decrease)
 
Nine months ended September 30, 2019 compared to 2018
Increase / (Decrease)
 
Total
Change
 
Volume (1)
 
Rate (1)
 
Total
Change
 
Volume (1)
 
Rate (1)
Earning Assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits
$
156

 
$
73

 
$
83

 
$
1,272

 
$
1,084

 
$
188

Federal funds sold
2

 
1

 
1

 
6

 
2

 
4

Certificates of deposit investments
20

 
18

 
2

 
74

 
70

 
4

Investment securities:
 

 
 

 
 

 
 

 
 

 
 

Taxable
757

 
845

 
(88
)
 
2,368

 
2,252

 
116

Tax-exempt (2)
37

 
107

 
(70
)
 
385

 
388

 
(3
)
Loans (2) (3)
3,135

 
2,525

 
610

 
20,457

 
14,263

 
6,194

Total interest income
4,107

 
3,569

 
538

 
24,562

 
18,059

 
6,503

Interest-Bearing Liabilities:
 

 
 

 
 

 
 

 
 

 
 

Interest-bearing deposits
 

 
 

 
 

 
 

 
 

 
 

Demand deposits
899

 
46

 
853

 
3,034

 
300

 
2,734

Savings deposits
9

 
50

 
(41
)
 
34

 
74

 
(40
)
Time deposits
2,049

 
365

 
1,684

 
6,276

 
1,666

 
4,610

Securities sold under agreements to repurchase
124

 
21

 
103

 
475

 
23

 
452

FHLB advances
124

 
28

 
96

 
793

 
299

 
494

Federal Funds Purchased
(50
)
 
(42
)
 
(8
)
 
(84
)
 
(108
)
 
24

Junior subordinated debt
(13
)
 
24

 
(37
)
 
223

 
65

 
158

Other debt
(90
)
 
(45
)
 
(45
)
 
(281
)
 
(121
)
 
(160
)
Total interest expense
3,052

 
447

 
2,605

 
10,470

 
2,198

 
8,272

Net interest income
$
1,055

 
$
3,122

 
$
(2,067
)
 
$
14,092

 
$
15,861

 
$
(1,769
)

(1) Changes attributable to the combined impact of volume and rate have been allocated proportionately to the change due to volume and the change due to rate.
(2) The tax-exempt income is not recorded on a tax-equivalent basis.
(3) Nonaccrual loans have been included in the average balances.


The tax effected net interest income increased $14.1 million, or 17.1%, to $96.3 million for the nine months ended September 30, 2019, from $82.2 million for the same period in 2018. Net interest income increased primarily due to the growth in average earning assets including loans and investments acquired from SCB and First Bank. The net interest margin decreased primarily due to a higher cost of deposits and borrowings offset by higher yields on loans and investments and additional accretion income from the acquisitions.

For the nine months ended September 30, 2019, average earning assets increased by $587.5 million, or 20.3%, and average interest-bearing liabilities increased $431.3 million or 19.1%, compared with average balances for the same period in 2018.



57






The changes in average balances for these periods are shown below:

Average interest-bearing deposits with other financial institutions increased $56.9 million or 301.8%.
Average federal funds sold increased $0.2 million or 27.7%.
Average certificates of deposits investments increased $4.3 million or 189.6%
Average loans increased by $394.5 million or 18.0%.
Average securities increased by $131.6 million or 19.5%.
Average interest-bearing customer deposits increased by $401.3 million or 20.2%.
Average securities sold under agreements to repurchase increased by $18.3 million or 12.7%.
Average borrowings and other debt increased by $11.7 million or 8.9%.
Net interest margin decreased to 3.66% for the first nine months of 2019 from 3.80% for the first nine months of 2018.

Provision for Loan Losses

The provision for loan losses for the nine months ended September 30, 2019 and 2018 was $3,696,000 and $5,483,000, respectively.  The decrease in provision expense was primarily due to a decrease in loan volume. Net charge-offs were $3,144,000 for the nine months ended September 30, 2019, compared to net charge offs of $1,621,000 for September 30, 2018.  Nonperforming loans were $24.2 million and $27.9 million as of September 30, 2019 and 2018, respectively.   For information on loan loss experience and nonperforming loans, see discussion under the “Nonperforming Loans” and “Loan Quality and Allowance for Loan Losses” sections below.

Other Income

An important source of the Company’s revenue is other income.  The following table sets forth the major components of other income for the three and nine-months ended September 30, 2019 and 2018 (in thousands):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2019
 
2018
 
$ Change
 
2019
 
2018
 
$ Change
Wealth management revenues
$
3,311

 
$
1,579

 
$
1,732

 
$
10,543

 
$
4,920

 
$
5,623

Insurance commissions
3,242

 
877

 
2,365

 
12,557

 
3,202

 
9,355

Service charges
2,091

 
2,009

 
82

 
5,852

 
5,447

 
405

Security gains, net
51

 

 
51

 
323

 
901

 
(578
)
Mortgage banking revenue, net
582

 
368

 
214

 
1,167

 
939

 
228

ATM / debit card revenue
2,173

 
1,979

 
194

 
6,391

 
5,443

 
948

Bank Owned Life Insurance
439

 
342

 
97

 
1,316

 
933

 
383

Other
1,028

 
765

 
263

 
2,995

 
1,982

 
1,013

Total other income
$
12,917

 
$
7,919

 
$
4,998

 
$
41,144

 
$
23,767

 
$
17,377


Following are explanations of the changes in these other income categories for the three months ended September 30, 2019 compared to the same period in 2018:

Wealth management revenues increased $1,732,000 or 109.7% to $3,311,000 from $1,579,000 primarily due to increases in market value and revenue from defined contribution and other retirement accounts, an increase in revenue from brokerage accounts from new business development efforts, and farm management and brokerage services and additional trust accounts added with the acquisition of SCB.

Insurance commissions increased $2,365,000 or 269.7% to $3,242,000 from $877,000 primarily due to an increase in insurance activities and revenues following the acquisition of SCB.

Fees from service charges increased $82,000 or 4.1% to $2,091,000 from $2,009,000 primarily due to additional income from SCB transactions offset by a decrease in service charges based on the number of deposit transactions.

The sale of securities during the three months ended September 30, 2019 resulted in net securities gains of $51,000 compared to $0 during the three months ended September 30, 2018.



58






Mortgage banking income increased $214,000 or 58.2% to $582,000 from $368,000. The increase includes $55,000 for recovery in the valuation of FIrst Mid Bank's mortgage servicing rights. Loans sold balances were as follows:

$30.5 million (representing 230 loans) for the three months ended September 30, 2019
$19.9 million (representing 151 loans) for the three months ended September 30, 2018

First Mid Bank generally releases the servicing rights on loans sold into the secondary market.

Revenue from ATMs and debit cards increased $194,000 or 9.8% to $2,173,000 from $1,979,000 primarily due to an increase in electronic transactions from the SCB and First Bank acquisitions that occurred in the second and fourth quarters of 2018, respectively.

Bank owned life insurance income increased $97,000 or 28.4%. The Company acquired $13.6 million in bank owned life insurance from SCB acquisition in the fourth quarter of 2018.

Other income increased $263,000 or 34.4% to $1,028,000 from $765,000 primarily due to increases in miscellaneous fees and revenues from SCB and First Bank acquisitions.

Following are explanations of the changes in these other income categories for the nine months ended September 30, 2019 compared to the same period in 2018:

Wealth management revenues increased $5,623,000 or 114.3% to $10,543,000 from $4,920,000 primarily from increases in market value and revenue from defined contribution and other retirement accounts, an increase in revenue from brokerage accounts from new business development efforts, and farm management and brokerage services and additional trust accounts added with the acquisition of SCB.

Insurance commissions increased $9,355,000 or 292.2% to $12,557,000 from $3,202,000 primarily due to an increase in insurance activities and revenues following the acquisition of SCB.

Fees from service charges increased $405,000 or 7.4% to $5,852,000 from $5,447,000 primarily due to additional income from SCB transactions offset by a decrease in service charges based on the number of deposit transactions.

The sale of securities during the nine months ended September 30, 2019 resulted in net securities gains of $323,000 compared to $901,000 during the nine months ended September 30, 2018.

Mortgage banking income increased $228,000 or 24.3% to $1,167,000 from $939,000. The increase includes $55,000 for recovery in the valuation of FIrst Mid Bank's mortgage servicing rights. Loans sold balances were as follows:

$64.9 million (representing 500 loans) for the nine months ended September 30, 2019
$48.3 million (representing 373 loans) for the nine months ended September 30, 2018

First Mid Bank generally releases the servicing rights on loans sold into the secondary market.

Revenue from ATMs and debit cards increased $948,000 or 17.4% to $6,391,000 from $5,443,000 primarily due to an increase in electronic transactions from the First Bank and SCB acquisitions that occurred in the second and fourth quarters of 2018, respectively.

Bank owned life insurance income increased $383,000 or 41.1%. The Company acquired $8.6 million in bank owned life insurance from First Bank acquisition in the second quarter of 2018, and acquired $13.6 million in bank owned life insurance from SCB acquisition in the fourth quarter of 2018.

Other income increased $1,013,000 or 51.1% to $2,995,000 from $1,982,000 primarily due to increases in miscellaneous fees and revenues from SCB and First Bank acquisitions.



59






Other Expense

The following table sets forth the major components of other expense for the three and nine-months ended September 30, 2019 and 2018 (in thousands):
 
Three months ended September 30,
 
Nine months ended September 30,
 
2019
 
2018
 
$ Change
 
2019
 
2018
 
$ Change
Salaries and employee benefits
$
14,497

 
$
11,600

 
$
2,897

 
$
46,636

 
$
32,851

 
$
13,785

Net occupancy and equipment expense
4,377

 
3,530

 
847

 
13,375

 
10,308

 
3,067

Net other real estate owned expense
172

 
(61
)
 
233

 
413

 
22

 
391

FDIC insurance
(87
)
 
174

 
(261
)
 
389

 
740

 
(351
)
Amortization of intangible assets
1,373

 
838

 
535

 
4,552

 
2,059

 
2,493

Stationery and supplies
284

 
328

 
(44
)
 
835

 
725

 
110

Legal and professional
1,215

 
1,071

 
144

 
3,713

 
3,925

 
(212
)
Marketing and donations
523

 
468

 
55

 
1,458

 
1,253

 
205

Other operating expenses
3,540

 
6,542

 
(3,002
)
 
13,020

 
11,777

 
1,243

Total other expense
$
25,894

 
$
24,490

 
$
1,404

 
$
84,391

 
$
63,660

 
$
20,731


Following are explanations for the changes in these other expense categories for the three months ended September 30, 2019 compared to the same period in 2018:

Salaries and employee benefits, the largest component of other expense, increased $2,897,000 or 25.0% to $14,497,000 from $11,600,000.  The increase is primarily due to additional employees from SCB acquisition in the fourth quarter of 2018, and merit increases in 2019 for continuing employees during the first quarter of 2019. There were 830 and 686 full-time equivalent employees at September 30, 2019 and 2018, respectively.

Occupancy and equipment expense increased $847,000 or 24.0% to $4,377,000 from $3,530,000. The increase was primarily due to increases maintenance and repair expense, rent expense, and building insurance related to the acquisitions of First Bank and SCB.

Net other real estate owned expense increased $233,000 or 382.0% to $172,000 from $(61,000). The increase in 2019 was primarily due to more losses on properties sold during 2019 than properties sold during 2018.

Expense for amortization of intangible assets increased $535,000 or 63.8% to $1,373,000 from $838,000 for the three months ended September 30, 2019 and 2018, respectively. The increase in 2019 was due to amortization of additional core deposit intangibles from the SCB acquisition, and customer list intangibles from the SCB acquisition.

Other operating expenses decreased $3,002,000 or 45.9% to $3,540,000 in 2019 from $6,542,000 in 2018 primarily due costs associated with the acquisitions of First Bank and SCB during the third quarter of 2018.

On a net basis, all other categories of operating expenses decreased $106,000 or 5.2% to $1,935,000 in 2019 from $2,041,000 in 2018.  The decrease is primarily due to decreases in FDIC insurance expense offset by an increase in legal and professional expenses. During the third quarter of 2019, the First Mid Bank received a $257,000 credit for it's June 30, 2019 assessment. The amount was reversed from the previously accrued expense.

Following are explanations for the changes in these other expense categories for the nine months ended September 30, 2019 compared to the same period in 2018:

Salaries and employee benefits, the largest component of other expense, increased $13,785,000 or 42.0% to $46,636,000 from $32,851,000.  The increase is primarily due to additional employees from the First Bank acquisition in the second quarter of 2018, additional employees from SCB acquisition in the fourth quarter of 2018, and merit increases in 2019 for continuing employees during the first quarter of 2019. There were 830 and 686 full-time equivalent employees at September 30, 2019 and 2018, respectively.



60






Occupancy and equipment expense increased $3,067,000 or 29.8% to $13,375,000 from $10,308,000. The increase was primarily due to increases maintenance and repair expense, rent expense, and building insurance related to the acquisitions of First Bank and SCB.

Net other real estate owned expense increased $391,000 or 1,777.3% to $413,000 from $22,000. The increase in 2019 was primarily due to more losses on properties sold during 2019 than properties sold during 2018.

Expense for amortization of intangible assets increased $2,493,000 or 121.1% to $4,552,000 from $2,059,000 for the nine months ended September 30, 2019 and 2018, respectively. The increase in 2019 was due to amortization of additional core deposit intangibles from the First Bank and SCB acquisitions, customer list intangibles from the SCB acquisition and a mortgage servicing rights impairment reserve recorded.

Other operating expenses increased $1,243,000 or 10.6% to $13,020,000 in 2019 from $11,777,000 in 2018 primarily due to an increase in loan collection expenses and costs associated with the merger of SCB into First Mid Bank.

On a net basis, all other categories of operating expenses decreased $248,000 or 3.7% to $6,395,000 in 2019 from $6,643,000 in 2018.  The decrease is primarily due to decreases in FDIC insurance expense offset by an increase in legal and professional expenses. During the third quarter of 2019, the First Mid Bank received a $257,000 credit for it's June 30, 2019 assessment. The amount was reversed from the previously accrued expense.

Income Taxes

Total income tax expense amounted to $11.8 million (24.7% effective tax rate) for the nine months ended September 30, 2019, compared to $8.7 million (24.6% effective tax rate) for the same period in 2018.

The Company files U.S. federal and state of Illinois, Indiana, and Missouri income tax returns.  The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2016.


61






Analysis of Balance Sheets

Securities

The Company’s overall investment objectives are to insulate the investment portfolio from undue credit risk, maintain adequate liquidity, insulate capital against changes in market value and control excessive changes in earnings while optimizing investment performance.  The types and maturities of securities purchased are primarily based on the Company’s current and projected liquidity and interest rate sensitivity positions. The following table sets forth the amortized cost of the available-for-sale and held-to-maturity securities as of September 30, 2019 and December 31, 2018 (dollars in thousands):
 
September 30, 2019
 
December 31, 2018
 
Amortized
Cost
 
Weighted
Average
Yield
 
Amortized
Cost
 
Weighted
Average
Yield
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
235,280

 
2.30
%
 
$
270,816

 
2.38
%
Obligations of states and political subdivisions
181,038

 
2.95
%
 
193,195

 
2.94
%
Mortgage-backed securities: GSE residential
373,267

 
2.83
%
 
304,372

 
2.86
%
Other securities
3,278

 
3.45
%
 
2,278

 
3.58
%
Total securities
$
792,863

 
2.71
%
 
$
770,661

 
2.72
%


At September 30, 2019, the Company’s investment portfolio increased by $22.2 million from December 31, 2018. When purchasing investment securities, the Company considers its overall liquidity and interest rate risk profile, as well as the adequacy of expected returns relative to the risks assumed. The table below presents the credit ratings as of September 30, 2019 for certain investment securities (in thousands):

 
Amortized Cost
 
Estimated Fair Value
 
Average Credit Rating of Fair Value at September 30, 2019 (1)
 
 
 
AAA
 
AA +/-
 
A +/-
 
BBB +/-
 
< BBB -
 
Not rated
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
165,765

 
$
167,102

 
$

 
$
167,102

 
$

 
$

 
$

 
$

Obligations of state and political subdivisions
181,038

 
187,330

 
17,139

 
119,576

 
48,506

 
504

 

 
1,605

Mortgage-backed securities (2)
373,267

 
378,844

 
1,056

 

 

 

 

 
377,788

Other securities
3,278

 
3,422

 

 

 

 
2,005

 

 
1,417

Total available-for-sale
$
723,348

 
$
736,698

 
$
18,195

 
$
286,678

 
$
48,506

 
$
2,509

 
$

 
$
380,810

Held-to-maturity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
69,515

 
$
69,492

 
$

 
$
69,492

 
$

 
$

 
$

 
$


(1) Credit ratings reflect the lowest current rating assigned by a nationally recognized credit rating agency.

(2) Mortgage-backed securities include mortgage-backed securities (MBS) and collateralized mortgage obligation (CMO) issues from the following government sponsored enterprises: FHLMC, FNMA, GNMA and FHLB. While MBS and CMOs are no longer explicitly rated by credit rating agencies, the industry recognizes that they are backed by agencies which have an implied government guarantee.






62







Other-than-temporary Impairment of Securities

Declines in the fair value, or unrealized losses, of all available for sale investment securities, are reviewed to determine whether the losses are either a temporary impairment or OTTI. Temporary adjustments are recorded when the fair value of a security fluctuates from its historical cost. Temporary adjustments are recorded in accumulated other comprehensive income, and impact the Company’s equity position. Temporary adjustments do not impact net income. A recovery of available for sale security prices also is recorded as an adjustment to other comprehensive income for securities that are temporarily impaired, and results in a positive impact to the Company’s equity position.

OTTI is recorded when the fair value of an available for sale security is less than historical cost, and it is probable that all contractual cash flows will not be collected. Investment securities are evaluated for OTTI on at least a quarterly basis. In conducting this assessment, the Company evaluates a number of factors including, but not limited to:

how much fair value has declined below amortized cost;
how long the decline in fair value has existed;
the financial condition of the issuers;
contractual or estimated cash flows of the security;
underlying supporting collateral;
past events, current conditions and forecasts;
significant rating agency changes on the issuer; and
the Company’s intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

If the Company intends to sell the security or if it is more likely than not the Company will be required to sell the security before recovery of its amortized cost basis, the entire amount of OTTI is recorded to noninterest income, and therefore, results in a negative impact to net income. Because the available for sale securities portfolio is recorded at fair value, the conclusion as to whether an investment decline is other-than-temporarily impaired, does not significantly impact the Company’s equity position, as the amount of the temporary adjustment has already been reflected in accumulated other comprehensive income/loss.

If the Company does not intend to sell the security and it is not more-likely-than-not it will be required to sell the security before recovery of its amortized cost basis, only the amount related to credit loss is recognized in earnings.  In determining the portion of OTTI that is related to credit loss, the Company compares the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. The remaining portion of OTTI, related to other factors, is recognized in other comprehensive earnings, net of applicable taxes.

The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value are not necessarily favorable, or that there is a general lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. See Note 3 -- Investment Securities in the Notes to Condensed Consolidated Financial Statements (unaudited) for a discussion of the Company’s evaluation and subsequent charges for OTTI.



63






Loans

The loan portfolio (net of unearned interest) is the largest category of the Company’s earning assets.  The following table summarizes the composition of the loan portfolio, including loans held for sale, as of September 30, 2019 and December 31, 2018 (in thousands):
 
September 30, 2019
 
December 31, 2018
 
Principal balance
 
% Outstanding
Loans
 
Principal balance
 
% Outstanding
Loans
Construction and land development
$
68,821

 
2.6
%
 
$
50,619

 
1.9
%
Agricultural real estate
229,715

 
8.8
%
 
231,700

 
8.8
%
1-4 Family residential properties
347,370

 
13.2
%
 
373,518

 
14.1
%
Multifamily residential properties
154,859

 
5.9
%
 
184,051

 
7.0
%
Commercial real estate
954,992

 
36.5
%
 
906,850

 
34.2
%
Loans secured by real estate
1,755,757

 
67.0
%
 
1,746,738

 
66.0
%
Agricultural loans
121,650

 
4.6
%
 
135,877

 
5.1
%
Commercial and industrial loans
543,937

 
20.7
%
 
557,011

 
21.1
%
Consumer loans
83,174

 
3.2
%
 
91,516

 
3.5
%
All other loans
119,040

 
4.5
%
 
113,377

 
4.3
%
Total loans
$
2,623,558

 
100.0
%
 
$
2,644,519

 
100.0
%

Gross loan balances decreased $21.0 million, or 0.79% primarily due to seasonal declines in agricultural loans of approximately $14.2 million and declines in commercial and industrial loans of approximately $13.1 million, 1-4 Family residential properties of approximately $26.1 million, multifamily residential properties of approximately $29.2 million primarily due to acquired loans becoming paid off offset by increases in commercial real estate of approximately $48.1 and construction and land development of approximately $18.2.  The balance of real estate loans held for sale, included in the balances shown above, amounted to $4.6 million and $1.5 million as of September 30, 2019 and December 31, 2018, respectively.

Commercial and commercial real estate loans generally involve higher credit risks than residential real estate and consumer loans. Because payments on loans secured by commercial real estate or equipment are often dependent upon the successful operation and management of the underlying assets, repayment of such loans may be influenced to a great extent by conditions in the market or the economy. The Company does not have any sub-prime mortgages or credit card loans outstanding which are also generally considered to be higher credit risk. The following table summarizes the loan portfolio geographically by branch region as of September 30, 2019 and December 31, 2018 (dollars in thousands):

 
September 30, 2019
 
December 31, 2018
 
Principal
balance
 
% Outstanding
Loans
 
Principal
balance
 
% Outstanding
loans
Central region
$
571,541

 
21.8
%
 
$
571,909

 
21.7
%
Sullivan region
384,431

 
14.7
%
 
375,407

 
14.2
%
Decatur region
592,009

 
22.5
%
 
501,743

 
19.0
%
Peoria region
410,991

 
15.7
%
 
291,283

 
11.0
%
Highland region
540,667

 
20.6
%
 
518,881

 
19.6
%
Southern region
123,919

 
4.7
%
 
133,225

 
5.0
%
Soy Capital Bank

 
%
 
252,071

 
9.5
%
Total all regions
$
2,623,558

 
100.0
%
 
$
2,644,519

 
100.0
%



64






Loans are geographically dispersed among these regions located in central and southwestern Illinois. While these regions have experienced some economic stress during 2019 and 2018, the Company does not consider these locations high risk areas since these regions have not experienced the significant declines in real estate values seen in some other areas in the United States.

The Company does not have a concentration, as defined by the regulatory agencies, in construction and land development loans or commercial real estate loans as a percentage of total risk-based capital for the periods shown above. At September 30, 2019 and December 31, 2018, the Company did have industry loan concentrations in excess of 25% of total risk-based capital in the following industries (dollars in thousands):
 
September 30, 2019
 
December 31, 2018
 
Principal
balance
 
% Outstanding
Loans
 
Principal
balance
 
% Outstanding
Loans
Other grain farming
$
270,544

 
10.31
%
 
$
276,142

 
10.44
%
Lessors of non-residential buildings
264,737

 
10.09
%
 
250,495

 
9.47
%
Lessors of residential buildings & dwellings
288,983

 
11.01
%
 
289,169

 
10.93
%
Hotels and motels
125,979

 
4.80
%
 
129,216

 
4.89
%
Other Gambling Industries
116,611

 
4.44
%
 
105,959

 
3.98
%

The Company had no further industry loan concentrations in excess of 25% of total risk-based capital.

The following table presents the balance of loans outstanding as of September 30, 2019, by contractual maturities (in thousands):
 
Maturity (1)
 
One year
or less(2)
 
Over 1 through
5 years
 
Over
5 years
 
Total
Construction and land development
$
24,989

 
$
12,610

 
$
31,222

 
$
68,821

Agricultural real estate
16,689

 
77,149

 
135,877

 
229,715

1-4 Family residential properties
24,522

 
69,262

 
253,586

 
347,370

Multifamily residential properties
12,106

 
98,427

 
44,326

 
154,859

Commercial real estate
76,380

 
414,873

 
463,739

 
954,992

Loans secured by real estate
154,686

 
672,321

 
928,750

 
1,755,757

Agricultural loans
99,461

 
18,738

 
3,451

 
121,650

Commercial and industrial loans
199,575

 
261,322

 
83,040

 
543,937

Consumer loans
5,852

 
67,429

 
9,893

 
83,174

All other loans
12,696

 
32,162

 
74,182

 
119,040

Total loans
$
472,270

 
$
1,051,972

 
$
1,099,316

 
$
2,623,558


(1) Based upon remaining contractual maturity.
(2) Includes demand loans, past due loans and overdrafts.


As of September 30, 2019, loans with maturities over one year consisted of approximately $1.6 billion in fixed rate loans and approximately $547 million in variable rate loans.  The loan maturities noted above are based on the contractual provisions of the individual loans.  The Company has no general policy regarding renewals and borrower requests, which are handled on a case-by-case basis.

Nonperforming Loans and Nonperforming Other Assets

Nonperforming loans include: (a) loans accounted for on a nonaccrual basis; (b) accruing loans contractually past due ninety days or more as to interest or principal payments; and (c) loans not included in (a) and (b) above which are defined as “troubled debt restructurings”. Repossessed assets include primarily repossessed real estate and automobiles.


65






The Company’s policy is to discontinue the accrual of interest income on any loan for which principal or interest is ninety days past due.  The accrual of interest is discontinued earlier when, in the opinion of management, there is reasonable doubt as to the timely collection of interest or principal.  Once interest accruals are discontinued, accrued but uncollected interest is charged against current year income. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal.

Restructured loans are loans on which, due to deterioration in the borrower’s financial condition, the original terms have been modified in favor of the borrower or either principal or interest has been forgiven. Repossessed assets represent property acquired as the result of borrower defaults on loans. These assets are recorded at estimated fair value, less estimated selling costs, at the time of foreclosure or repossession.  Write-downs occurring at foreclosure are charged against the allowance for loan losses. On an ongoing basis, properties are appraised as required by market indications and applicable regulations. Write-downs for subsequent declines in value are recorded in non-interest expense in other real estate owned along with other expenses related to maintaining the properties.

The following table presents information concerning the aggregate amount of nonperforming loans and repossessed assets at September 30, 2019 and December 31, 2018 (in thousands):
 
September 30,
2019
 
December 31,
2018
Nonaccrual loans
$
21,429

 
$
27,298

Restructured loans which are performing in accordance with revised terms
2,774

 
2,451

Total nonperforming loans
24,203

 
29,749

Repossessed assets
4,442

 
2,595

Total nonperforming loans and repossessed assets
$
28,645

 
$
32,344

Nonperforming loans to loans, before allowance for loan losses
0.92
%
 
1.12
%
Nonperforming loans and repossessed assets to loans, before allowance for loan losses
1.09
%
 
1.22
%

The $5,869,000 decrease in nonaccrual loans during 2019 resulted from the net of $10,727,000 of loans put on nonaccrual status offset by $12,481,000 of loans becoming current or paid-off, $2,499,000 of loans transferred to other real estate and $1,616,000 of loans charged off.

The following table summarizes the composition of nonaccrual loans (in thousands):
 
September 30, 2019
 
December 31, 2018
 
Balance
 
% of Total
 
Balance
 
% of Total
Construction and land development
$
180

 
0.8
%
 
$
377

 
1.4
%
Agricultural real estate
289

 
1.3
%
 
309

 
1.1
%
1-4 Family residential properties
7,631

 
35.7
%
 
5,762

 
21.1
%
Multifamily Residential properties
1,437

 
6.7
%
 
2,105

 
7.7
%
Commercial real estate
4,324

 
20.2
%
 
8,457

 
31.1
%
Loans secured by real estate
13,861

 
64.7
%
 
17,010

 
62.4
%
Agricultural loans
797

 
3.7
%
 
667

 
2.4
%
Commercial and industrial loans
6,117

 
28.5
%
 
8,990

 
32.9
%
Consumer loans
654

 
3.1
%
 
625

 
2.3
%
All Other Loans

 
%
 
6

 
%
Total loans
$
21,429

 
100.0
%
 
$
27,298

 
100.0
%

Interest income that would have been reported if nonaccrual and restructured loans had been performing totaled $915,000 and $1,096,000 for the nine months ended September 30, 2019 and 2018, respectively.



66






The $1,847,000 increase in repossessed assets during the first nine months of 2019 resulted from $2,863,000 of additional assets repossessed, $43,000 of write downs on assets held, and $973,000 of repossessed assets sold. The following table summarizes the composition of repossessed assets (in thousands):
 
September 30, 2019
 
December 31, 2018
 
Balance
 
% of Total
 
Balance
 
% of Total
Construction and land development
$
1,922

 
43.3
%
 
$
1,513

 
58.2
%
1-4 family residential properties
211

 
4.8
%
 
583

 
22.5
%
Multi-family residential properties
85

 
1.9
%
 

 
%
Commercial real estate
2,130

 
47.9
%
 
438

 
16.9
%
Total real estate
4,348

 
97.9
%
 
2,534

 
97.6
%
Commercial & industrial loans

 
%
 
61

 
2.4
%
Consumer loans
94

 
2.1
%
 

 
%
Total repossessed collateral
$
4,442

 
100.0
%
 
$
2,595

 
100.0
%

Repossessed assets sold during the first nine months of 2019 resulted in net losses of $99,000, of which $77,000 of net losses was related to real estate asset sales, $9,000 of net gains was related to other repossessed assets, and write downs of $31,000. Repossessed assets sold during the same period in 2018 resulted in net losses of $11,000, of which $23,000 of net losses was related to real estate asset sales and $12,000 of net gains was related to other repossessed assets.

Loan Quality and Allowance for Loan Losses

The allowance for loan losses represents management’s estimate of the reserve necessary to adequately account for probable losses existing in the current portfolio. The provision for loan losses is the charge against current earnings that is determined by management as the amount needed to maintain an adequate allowance for loan losses.  In determining the adequacy of the allowance for loan losses, and therefore the provision to be charged to current earnings, management relies predominantly on a disciplined credit review and approval process that extends to the full range of the Company’s credit exposure.  The review process is directed by overall lending policy and is intended to identify, at the earliest possible stage, borrowers who might be facing financial difficulty. Factors considered by management in evaluating the overall adequacy of the allowance include a migration analysis of the historical net loan losses by loan segment, the level and composition of nonaccrual, past due and renegotiated loans, trends in volumes and terms of loans, effects of changes in risk selection and underwriting standards or lending practices, lending staff changes, concentrations of credit, industry conditions and the current economic conditions in the region where the Company operates.

Management reviews economic factors including the potential for reduced cash flow for commercial operating loans from reduction in sales or increased operating costs, decreased occupancy rates for commercial buildings, reduced levels of home sales for commercial land developments, the uncertainty regarding grain prices, increased operating costs for farmers, and increased levels of unemployment and bankruptcy impacting consumer’s ability to pay. Each of these economic uncertainties was taken into consideration in developing the level of the reserve. Management considers the allowance for loan losses a critical accounting policy.

Management recognizes there are risk factors that are inherent in the Company’s loan portfolio.  All financial institutions face risk factors in their loan portfolios because risk exposure is a function of the business.  The Company’s operations (and therefore its loans) are concentrated in east central Illinois, an area where agriculture is the dominant industry.  Accordingly, lending and other business relationships with agriculture-based businesses are critical to the Company’s success. At September 30, 2019, the Company’s loan portfolio included $351.6 million of loans to borrowers whose businesses are directly related to agriculture. Of this amount, $270.5 million was concentrated in other grain farming. Total loans to borrowers whose businesses are directly related to agriculture decreased $16.9 million from $368.5 million at December 31, 2018 while loans concentrated in other grain farming decreased $5.6 million from $276.1 million at December 31, 2018.  While the Company adheres to sound underwriting practices, including collateralization of loans, any extended period of low commodity prices, drought conditions, significantly reduced yields on crops and/or reduced levels of government assistance to the agricultural industry could result in an increase in the level of problem agriculture loans and potentially result in loan losses within the agricultural portfolio. In addition, the Company has $126.0 million of loans to motels and hotels.  The performance of these loans is dependent on borrower specific issues as well as the general level of business and


67






personal travel within the region.  While the Company adheres to sound underwriting standards, a prolonged period of reduced business or personal travel could result in an increase in nonperforming loans to this business segment and potentially in loan losses. The Company also has $264.7 million of loans to lessors of non-residential buildings, $289.0 million of loans to lessors of residential buildings and dwellings, and $116.6 million of loans to other gambling industries.

The structure of the Company’s loan approval process is based on progressively larger lending authorities granted to individual loan officers, loan committees, and ultimately the Board of Directors.  Outstanding balances to one borrower or affiliated borrowers are limited by federal regulation; however, limits well below the regulatory thresholds are generally observed.  The vast majority of the Company’s loans are to businesses located in the geographic market areas served by the Company’s branch bank system.  Additionally, a significant portion of the collateral securing the loans in the portfolio is located within the Company’s primary geographic footprint.  In general, the Company adheres to loan underwriting standards consistent with industry guidelines for all loan segments.

The Company minimizes credit risk by adhering to sound underwriting and credit review policies.  Management and the board of directors of the Company review these policies at least annually.  Senior management is actively involved in business development efforts and the maintenance and monitoring of credit underwriting and approval.  The loan review system and controls are designed to identify, monitor and address asset quality problems in an accurate and timely manner.  The board of directors and management review the status of problem loans each month and formally determine a best estimate of the allowance for loan losses on a quarterly basis.  In addition to internal policies and controls, regulatory authorities periodically review asset quality and the overall adequacy of the allowance for loan losses.

Analysis of the allowance for loan losses as of September 30, 2019 and 2018, and of changes in the allowance for the three and nine month periods ended September 30, 2019 and 2018, is as follows (dollars in thousands):

 
Three months ended September 30,
 
Nine months ended September 30,
 
2019
 
2018
 
2019
 
2018
Average loans outstanding, net of unearned income
$
2,577,901

 
$
2,375,303

 
$
2,588,061

 
$
2,193,568

Allowance-beginning of period
26,359

 
22,045

 
26,189

 
19,977

Charge-offs:
 
 
 
 
 
 
 
Real estate-mortgage
1,337

 
450

 
1,617

 
1,230

Commercial, financial & agricultural
776

 
263

 
1,118

 
414

Installment
193

 
27

 
450

 
110

Other
154

 
106

 
385

 
287

Total charge-offs
2,460

 
846

 
3,570

 
2,041

Recoveries:
 

 
 

 
 

 
 

Real estate-mortgage
62

 
2

 
74

 
58

Commercial, financial & agricultural
49

 
5

 
94

 
126

Installment
22

 
31

 
77

 
66

Other
51

 
51

 
181

 
170

Total recoveries
184

 
89

 
426

 
420

Net charge-offs (recoveries)
2,276

 
757

 
3,144

 
1,621

Provision for loan losses
2,658

 
2,551

 
3,696

 
5,483

Allowance-end of period
$
26,741

 
$
23,839

 
$
26,741

 
$
23,839

Ratio of annualized net charge-offs to average loans
0.35
%
 
0.13
%
 
0.16
%
 
0.10
%
Ratio of allowance for loan losses to loans outstanding (less unearned interest at end of period)
1.02
%
 
0.99
%
 
1.02
%
 
0.99
%
Ratio of allowance for loan losses to nonperforming loans
110
%
 
85
%
 
110
%
 
85
%



68






The ratio of allowance for loan losses to loans outstanding was 1.02% as of September 30, 2019 compared to 0.99% as of September 30, 2018. The ratio of the allowance for loan losses to nonperforming loans is 110% as of September 30, 2019 compared to 85% as of September 30, 2018.  The increase in this ratio is primarily due to a greater increase in the allowance for loan losses than the increase in non-performing loans at September 30, 2019 compared to September 30, 2018.
During the first nine months of 2019, the Company had net charge-offs of $3,144,000 compared to net charge-offs of $1,621,000 in 2018. During the first nine months of 2019, there were significant charge offs of six commercial real estate loans to four borrowers of $1,041,000 and one commercial operating loan to one borrower of $582,000 . During the first nine months of 2018 there were significant charge offs of one agricultural loan to one borrower of $93,000, one commercial real estate loan to one borrower of $169,000, three commercial loans to a single borrower of $257,000 and two residential real estate loans to two borrowers of $376,000.

Deposits

Funding of the Company’s earning assets is substantially provided by a combination of consumer, commercial and public fund deposits.  The Company continues to focus its strategies and emphasis on retail core deposits, the major component of funding sources.  The following table sets forth the average deposits and weighted average rates for the nine months ended September 30, 2019 and 2018 and for the year ended December 31, 2018 (dollars in thousands):

 
Nine months ended September 30, 2019
 
Nine months ended September 30, 2018
 
Year ended December 31, 2018
 
Average
Balance
 
Weighted
Average
Rate
 
Average
Balance
 
Weighted
Average
Rate
 
Average
Balance
 
Weighted
Average
Rate
Demand deposits:
 
 
 
 
 
 
 
 
 
 
 
Non-interest-bearing
$
602,968

 
%
 
$
492,775

 
%
 
$
506,873

 
%
Interest-bearing
1,303,735

 
0.52
%
 
1,155,724

 
0.24
%
 
1,194,089

 
0.28
%
Savings
438,450

 
0.14
%
 
388,223

 
0.15
%
 
395,028

 
0.15
%
Time deposits
641,911

 
1.87
%
 
438,869

 
0.82
%
 
473,043

 
0.99
%
Total average deposits
$
2,987,064

 
0.65
%
 
$
2,475,591

 
0.28
%
 
$
2,569,033

 
0.33
%

The following table sets forth the high and low month-end balances for the nine months ended September 30, 2019 and 2018 and for the year ended December 31, 2018 (in thousands):
 
Nine months ended September 30, 2019
 
Nine months ended September 30, 2018
 
Year ended
December 31, 2018
High month-end balances of total deposits
$
3,046,212

 
$
2,670,864

 
$
3,017,035

Low month-end balances of total deposits
2,945,040

 
2,208,941

 
2,208,941


During the first nine months of 2019, the average balance of deposits increased by $418.0 million from the average balance for the year ended December 31, 2018. Average non-interest bearing deposits increased by $96.1 million, average interest-bearing balances increased by $109.6 million, savings account balances increased $43.4 million and balances of time deposits increased $168.9 million. The increases were primarily due to the result of deposit balances acquired in the acquisitions of First Bank during the second quarter of 2018 and SCB during the fourth quarter of 2018 that were held for the full nine months of 2019.

Balances of time deposits of $100,000 or more include time deposits maintained for public fund entities and consumer time deposits. The following table sets forth the maturity of time deposits of $100,000 or more at September 30, 2019 and December 31, 2018 (in thousands):


69






 
September 30, 2019
 
December 31, 2018
3 months or less
$
56,027

 
$
44,898

Over 3 through 6 months
78,675

 
49,476

Over 6 through 12 months
103,052

 
78,567

Over 12 months
130,983

 
155,071

Total
$
368,737

 
$
328,012



70






Repurchase Agreements and Other Borrowings

Securities sold under agreements to repurchase are short-term obligations of First Mid Bank.  These obligations are collateralized with certain government securities that are direct obligations of the United States or one of its agencies.  These retail repurchase agreements are offered as a cash management service to its corporate customers.  Other borrowings consist of Federal Home Loan Bank (“FHLB”) advances, federal funds purchased, loans (short-term or long-term debt) that the Company has outstanding and junior subordinated debentures.

Information relating to securities sold under agreements to repurchase and other borrowings as of September 30, 2019 and December 31, 2018 is presented below (dollars in thousands):
 
September 30, 2019
 
December 31, 2018
Securities sold under agreements to repurchase
$
174,530

 
$
192,330

Federal Home Loan Bank advances:
 

 
 

Fixed term – due in one year or less
56,000

 
29,000

Fixed term – due after one year
24,862

 
90,745

Debt:
 

 
 

     Debt due after one year

 
7,724

Junior subordinated debentures
29,126

 
29,000

Total
$
284,518

 
$
348,799

Average interest rate at end of period
1.64
%
 
1.30
%
Maximum outstanding at any month-end:
 
 
 
Securities sold under agreements to repurchase
$
191,557

 
$
192,330

Federal funds purchased
5,000

 
22,000

Federal Home Loan Bank advances:
 

 
 

FHLB-Overnight
25,000

 
30,000

Fixed term – due in one year or less
66,000

 
29,000

Fixed term – due after one year
54,932

 
101,745

Debt:
 

 
 

     Debt due after one year
6,549

 
10,313

Junior subordinated debentures
29,126

 
30,221

Averages for the period (YTD):
 

 
 

Securities sold under agreements to repurchase
$
162,003

 
$
140,622

Federal funds purchased
459

 
3,794

Federal Home Loan Bank advances:
 

 
 
FHLB-overnight
4,597

 
9,434

Fixed term – due in one year or less
53,945

 
16,510

Fixed term – due after one year
52,603

 
71,757

Debt:
 

 
 

Loans due in one year or less

 
548

     Loans due after one year
2,440

 
9,555

Junior subordinated debentures
29,057

 
27,391

Total
$
305,104

 
$
279,611

Average interest rate during the period
1.75
%
 
1.52
%



71






Securities sold under agreements to repurchase decreased $17.8 million during the first nine months of 2019 primarily due to the seasonal declines in balances and cash flow needs of various customers. FHLB advances represent borrowings by First Mid Bank to economically fund loan demand.  

At September 30, 2019 the fixed term advances consisted of $81 million as follows:

$2 million advance with a 5-year maturity, at 1.89%, due October 17, 2019
$10 million advance with a 14-month maturity, at 2.88%, due November 29, 2019
$5 million advance with a 1.5-year maturity, at 2.67%, due December 27, 2019
$4 million advance with a 3-year maturity, at 2.40%, due January 9, 2020
$5 million advance with a 2.5-year maturity, at 1.67%, due January 31, 2020
$5 million advance with a 4-year maturity, at 1.79%, due April 13, 2020
$10 million advance with a 1.5 year maturity, at 2.95%, due May 29, 2020
$5 million advance with a 2-year maturity, at 2.75%, due June 26, 2020
$5 million advance with a 3-year maturity, at 1.75%, due July 31, 2020
$5 million advance with a 6-year maturity, at 2.30%, due August 24, 2020
$5 million advance with a 3.5-year maturity, at 1.83%, due February 1, 2021
$5 million advance with a 5-year maturity, at 1.85%, due April 12, 2021
$5 million advance with a 7-year maturity, at 2.55%, due October 1, 2021
$5 million advance with a 5-year maturity, at 2.71%, due March 21, 2022
$5 million advance with a 8-year maturity, at 2.40%, due January 9, 2023

The Company is party to a revolving credit agreement with The Northern Trust Company in the amount of $10 million. The balance on this line of credit was $0 as of September 30, 2019. This loan was renewed on April 12, 2019 for one year as a revolving credit agreement with a maximum available balance of $10 million. The interest rate is floating at 2.25% over the federal funds rate. The loan is secured by all of the stock of First Mid Bank. The Company and First Mid Bank were in compliance with the then existing covenants at September 30, 2019 and 2018 and December 31, 2018.

On February 27, 2004, the Company completed the issuance and sale of $10 million of floating rate trust preferred securities through First Mid-Illinois Statutory Trust I (“Trust I”), a statutory business trust and wholly-owned unconsolidated subsidiary of the Company, as part of a pooled offering.  On October 7, 2019, these trust preferred securities were redeemed, along with $310,000 in common securities issued by Trust I and held by the Company, as a result of the concurrent redemption of 100% of the Company's junior subordinated debentures due 2034 and held by Trust I, which supported the trust preferred securities. The redemption price for the junior subordinated debentures was equal to 100% of the principal amount plus accrued interest, if any, up to, but not including, the redemption date of October 7, 2019. The proceeds from the redemption of the junior subordinated debentures were simultaneously applied to redeem all of the outstanding common securities and the outstanding trust preferred securities at a price of 100% of the aggregate liquidation amount of the trust preferred securities plus accumulated but unpaid distributions up to but not including the redemption date. The redemption was made pursuant to the optional redemption provisions of the underlying indenture.

On April 26, 2006, the Company completed the issuance and sale of $10 million of fixed/floating rate trust preferred securities through First Mid-Illinois Statutory Trust II (“Trust II”), a statutory business trust and wholly-owned unconsolidated subsidiary of the Company, as part of a pooled offering.  The Company established Trust II for the purpose of issuing the trust preferred securities. The $10 million in proceeds from the trust preferred issuance and an additional $310,000 for the Company’s investment in common equity of Trust II, a total of $10,310 000, was invested in junior subordinated debentures of the Company.  The underlying junior subordinated debentures issued by the Company to Trust II mature in 2036, bore interest at a fixed rate of 6.98% paid quarterly until June 15, 2011 and then converted to floating rate (LIBOR plus 160 basis points, 3.72% and 4.39% at September 30, 2019 and December 31, 2018, respectively). The net proceeds to the Company were used for general corporate purposes, including the Company’s acquisition of Mansfield Bancorp, Inc. in 2006.



72








On September 8, 2016, the Company assumed the trust preferred securities of Clover Leaf Statutory Trust I (“CLST I”), a statutory business trust that was a wholly owned unconsolidated subsidiary of First Clover Financial. The $4,000,000 of trust preferred securities and an additional $124,000 additional investment in common equity of CLST I, is invested in junior subordinated debentures issued to CLST I. The subordinated debentures mature in 2025, bear interest at three-month LIBOR plus 185 basis points (3.97% and 4.64% at September 30, 2019 and December 31, 2018, respectively) and resets quarterly.

On May 1, 2018, the Company assumed the trust preferred securities of FBTC Statutory Trust I (“FBTCST I”), a statutory business trust that was a wholly owned unconsolidated subsidiary of First BancTrust Corporation. The $6,000,000 of trust preferred securities and an additional $186,000 additional investment in common equity of FBTCST I is invested in junior subordinated debentures issued to FBTCST I. The subordinated debentures mature in 2035, bear interest at three-month LIBOR plus 170 basis points (3.82% and 4.49% at September 30, 2019 and December 31, 2018, respectively) and resets quarterly.

The trust preferred securities issued by Trust I (prior to redemption), Trust II, CLST I and FBTCST I are included as Tier 1 capital of the Company for regulatory capital purposes.  On March 1, 2005, the Federal Reserve Board adopted a final rule that allows the continued limited inclusion of trust preferred securities in the calculation of Tier 1 capital for regulatory purposes.  The final rule provided a five-year transition period, ending September 30, 2010, for application of the revised quantitative limits. On March 17, 2009, the Federal Reserve Board adopted an additional final rule that delayed the effective date of the new limits on inclusion of trust preferred securities in the calculation of Tier 1 capital until March 31, 2012. The application of the revised quantitative limits did not and is not expected to have a significant impact on its calculation of Tier 1 capital for regulatory purposes or its classification as well-capitalized. The Dodd-Frank Act, signed into law July 21, 2010, removes trust preferred securities as a permitted component of a holding company’s Tier 1 capital after a three-year phase-in period beginning January 1, 2013 for larger holding companies. For holding companies with less than $15 billion in consolidated assets, existing issues of trust preferred securities are grandfathered and not subject to this new restriction. Similarly, the final rule implementing the Basel III reforms allows holding companies with less than $15 billion in consolidated assets as of December 31, 2009 to continue to count toward Tier 1 capital any trust preferred securities issued before May 19, 2010. New issuances of trust preferred securities, however would not count as Tier 1 regulatory capital.

In addition to requirements of the Dodd-Frank Act discussed above, the act also required the federal banking agencies to adopt rules that prohibit banks and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (defined as hedge funds and private equity funds). This rule is generally referred to as the “Volcker Rule.” On December 10, 2013, the federal banking agencies issued final rules to implement the prohibitions required by the Volcker Rule. Following the publication of the final rule, and in reaction to concerns in the banking industry regarding the adverse impact the final rule’s treatment of certain collateralized debt instruments has on community banks, the federal banking agencies approved an interim final rule to permit banking entities to retain interests in certain collateralized debt obligations backed primarily by trust preferred securities. Under the interim final rule, the agencies permit the retention of an interest in or sponsorship of covered funds by banking entities under $15 billion in assets if (1) the collateralized debt obligation was established and issued prior to May 19, 2010, (2) the banking entity reasonably believes that the offering proceeds received by the collateralized debt obligation were invested primarily in qualifying trust preferred collateral, and (3) the banking entity’s interests in the collateralized debt obligation was acquired on or prior to December 10, 2013.  Although the Volcker Rule impacts many large banking entities, the Company does not currently anticipate that the Volcker Rule will have a material effect on the operations of the Company or First Mid Bank.



73






Interest Rate Sensitivity

The Company seeks to maximize its net interest margin while maintaining an acceptable level of interest rate risk.  Interest rate risk can be defined as the amount of forecasted net interest income that may be gained or lost due to changes in the interest rate environment, a variable over which management has no control. Interest rate risk, or sensitivity, arises when the maturity or repricing characteristics of interest-bearing assets differ significantly from the maturity or repricing characteristics of interest-bearing liabilities. The Company monitors its interest rate sensitivity position to maintain a balance between rate sensitive assets and rate sensitive liabilities.  This balance serves to limit the adverse effects of changes in interest rates.  The Company’s asset liability management committee (ALCO) oversees the interest rate sensitivity position and directs the overall allocation of funds.

In the banking industry, a traditional way to measure potential net interest income exposure to changes in interest rates is through a technique known as “static GAP” analysis which measures the cumulative differences between the amounts of assets and liabilities maturing or repricing at various intervals. By comparing the volumes of interest-bearing assets and liabilities that have contractual maturities and repricing points at various times in the future, management can gain insight into the amount of interest rate risk embedded in the balance sheet. The following table sets forth the Company’s interest rate repricing GAP for selected maturity periods at September 30, 2019 (dollars in thousands):
 
Rate Sensitive Within
 
Fair Value
 
1 year
 
1-2 years
 
2-3 years
 
3-4 years
 
4-5 years
 
Thereafter
 
Total
 
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Federal funds sold and other interest-bearing deposits
$
9,645

 
$

 
$

 
$

 
$

 
$

 
$
9,645

 
$
9,645

Certificates of deposit investments
3,400

 
245

 
1,470

 
245

 

 

 
5,360

 
5,360

Taxable investment securities
204,203

 
115,507

 
94,539

 
85,320

 
35,165

 
85,360

 
620,094

 
620,071

Nontaxable investment securities
692

 
27,913

 
20,206

 
16,282

 
11,675

 
76,351

 
153,119

 
186,119

Loans
1,001,426

 
462,255

 
403,882

 
356,816

 
290,869

 
108,310

 
2,623,558

 
2,537,394

Total
$
1,219,366


$
605,920


$
520,097


$
458,663


$
337,709


$
270,021


$
3,411,776


$
3,358,589

Interest-bearing liabilities:
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Savings and NOW accounts
$
333,296

 
$
114,370

 
$
114,370

 
$
114,370

 
$
114,370

 
$
540,484

 
$
1,331,260

 
$
1,331,260

Money market accounts
296,355

 
21,675

 
21,675

 
21,675

 
21,675

 
52,462

 
435,517

 
435,517

Other time deposits
416,124

 
134,143

 
44,285

 
18,658

 
12,295

 
125

 
625,630

 
633,885

Short-term borrowings/debt
174,530

 

 

 

 

 

 
174,530

 
174,572

Long-term borrowings/debt
84,988

 
10,000

 
10,000

 
5,000

 

 

 
109,988

 
105,418

Total
$
1,305,293

 
$
280,188

 
$
190,330

 
$
159,703

 
$
148,340

 
$
593,071

 
$
2,676,925

 
$
2,680,652

Rate sensitive assets – rate sensitive liabilities
$
(85,927
)
 
$
325,732

 
$
329,767

 
$
298,960

 
$
189,369

 
$
(323,050
)
 
$
734,851

 
 

Cumulative GAP
(85,927
)
 
239,805

 
569,572

 
868,532

 
1,057,901

 
734,851

 
 

 
 

Cumulative amounts as % of total Rate sensitive assets
(2.5
)%
 
9.5
%
 
9.7
%
 
8.8
%
 
5.6
%
 
(9.5
)%
 
 
 
 
Cumulative Ratio
(2.5
)%
 
7.0
%
 
16.7
%
 
25.5
%
 
31.0
%
 
21.5
 %
 
 
 
 


74







The static GAP analysis shows that at September 30, 2019, the Company was liability sensitive, on a cumulative basis, through the twelve-month time horizon. This indicates that future increases in interest rates could have an adverse effect on net interest income. There are several ways the Company measures and manages the exposure to interest rate sensitivity, including static GAP analysis.  The Company’s ALCO also uses other financial models to project interest income under various rate scenarios and prepayment/extension assumptions consistent with First Mid Bank’s historical experience and with known industry trends.  ALCO meets at least monthly to review the Company’s exposure to interest rate changes as indicated by the various techniques and to make necessary changes in the composition terms and/or rates of the assets and liabilities.  The Company is currently experiencing downward pressure on asset yields resulting from the extended period of historically low interest rates and heightened competition for loans. A continuation of this environment could result in a decline in interest income and the net interest margin.

Capital Resources

At September 30, 2019, the Company’s stockholders' equity increased $46 million, or 9.7%, to $522 million from $476 million as of December 31, 2018. During the first nine months of 2019, net income contributed $36.0 million to equity before the payment of dividends to stockholders. The change in market value of available-for-sale investment securities increased stockholders' equity by $15.9 million, net of tax.

The Company is subject to various regulatory capital requirements administered by the federal banking agencies.  Bank holding companies follow minimum regulatory requirements established by the Board of Governors of the Federal Reserve System (“Federal Reserve System”), and First Mid Bank follow similar minimum regulatory requirements established for banks by the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation.  Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary action by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Quantitative measures established by regulatory capital standards to ensure capital adequacy require the the Company and its subsidiary banks to maintain a minimum capital amounts and ratios (set forth in the table below). Management believes that, as of September 30, 2019 and December 31, 2018, the Company and First Mid Bank met all capital adequacy requirements.



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To be categorized as well-capitalized, total risk-based capital, Tier 1 risk-based capital, common equity Tier 1 risk-based capital and Tier 1 leverage ratios must be maintained as set forth in the following table (dollars in thousands):

 
Actual
 
Required Minimum For Capital Adequacy Purposes
 
To Be Well-Capitalized Under Prompt Corrective Action Provisions
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
September 30, 2019
 
 
 
 
 
 
 
 
 
 
 
Total Capital (to risk-weighted assets)
 
 
 
 
 
 
 
 
 
 
 
Company
$
447,296

 
15.30
%
 
$
306,952

 
> 10.50%
 
N/A

 
N/A
First Mid Bank
409,418

 
14.08

 
305,346

 
> 10.50
 
$
290,806

 
> 10.00%
Tier 1 Capital (to risk-weighted assets)
 

 
 

 
 

 
 
 
 

 
 
Company
420,555

 
14.39

 
248,485

 
> 8.50
 
N/A

 
N/A
First Mid Bank
382,677

 
13.16

 
247,185

 
> 8.50
 
232,645

 
> 8.00
Common Equity Tier 1 Capital (to risk-weighted assets)
 
 

 
 
 
 

 
 
Company
391,429

 
13.39

 
204,635

 
> 7.00
 
N/A

 
N/A
First Mid Bank
382,677

 
13.16

 
203,564

 
> 7.00
 
189,024

 
> 6.50
Tier 1 Capital (to average assets)
 

 
 

 
 

 
 
 
 

 
 
Company
420,555

 
11.38

 
147,868

 
> 4.00
 
N/A

 
N/A
First Mid Bank
382,677

 
10.40

 
147,125

 
> 4.00
 
183,906

 
> 5.00
December 31, 2018
 

 
 

 
 
 
 
 
 

 
 
Total Capital (to risk-weighted assets)
 

 
 

 
 

 
 
 
 

 
 
Company
$
412,879

 
13.63
%
 
$
299,148

 
> 9.875%
 
N/A

 
N/A
First Mid Bank
350,361

 
12.85

 
269,171

 
> 9.875
 
$
272,578

 
> 10.00%
Soy Capital Bank
45,387

 
14.33

 
31,283

 
> 9.875
 
31,679

 
> 10.00%
Tier 1 Capital (to risk-weighted assets)
 

 
 
 
 

 
 
 
 

 
 
Company
386,690

 
12.76

 
238,561

 
> 7.875
 
N/A

 
N/A
First Mid Bank
324,172

 
11.89

 
214,655

 
> 7.875
 
218,063

 
> 8.00
Soy Capital Bank
45,387

 
14.33

 
24,947

 
> 7.875
 
25,343

 
> 8.00
Common Equity Tier 1 Capital (to risk-weighted assets)
 
 
 
 
 
 
 
 
Company
357,690

 
11.81

 
193,121

 
> 6.375
 
N/A

 
N/A
First Mid Bank
324,172

 
11.89

 
173,769

 
> 6.375
 
177,176

 
> 6.50
Soy Capital Bank
45,387

 
14.33

 
20,195

 
> 6.375
 
20,591

 
> 6.50
Tier 1 Capital (to average assets)
 

 
 

 
 

 
 
 
 

 
 
Company
386,690

 
11.15

 
138,765

 
> 4.00
 
N/A

 
N/A
First Mid Bank
324,172

 
9.92

 
130,716

 
> 4.00
 
163,396

 
> 5.00
Soy Capital Bank
45,387

 
11.12

 
16,322

 
> 4.00
 
20,403

 
> 5.00


The Company's risk-weighted assets, capital and capital ratios for September 30, 2019 are computed in accordance with Basel III capital rules which were effective January 1, 2015. Prior periods are computed following previous rules. See heading "Basel III" in the Overview section of this report for a more detailed description of the Basel III rules. As of September 30, 2019, the Company and First Mid Bank had capital ratios above the required minimums for regulatory capital adequacy, and First Mid Bank had capital ratios that qualified it for treatment as well-capitalized under the regulatory framework for prompt corrective action with respect to banks.  





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Stock Plans

Participants may purchase Company stock under the following four plans of the Company: the Deferred Compensation Plan, the First Retirement and Savings Plan, the Dividend Reinvestment Plan, and the Stock Incentive Plan.  For more detailed information on these plans, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

At the Annual Meeting of Stockholders held April 26, 2017, the stockholders approved the 2017 Stock Incentive Plan ("SI Plan").  The SI Plan was implemented to succeed the Company’s 2007 Stock Incentive Plan, which had a ten-year term. The SI Plan is intended to provide a means whereby directors, employees, consultants and advisors of the Company and its Subsidiaries may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company and its Subsidiaries, thereby advancing the interests of the Company and its stockholders.  Accordingly, directors and selected employees, consultants and advisors may be provided the opportunity to acquire shares of Common Stock of the Company on the terms and conditions established in the SI Plan.

A maximum of 149,983 shares of common stock may be issued under the SI Plan.  The Company awarded 25,950 and 13,250 restricted stock awards during 2019 and 2018, respectively and 15,540 and 28,700 as stock unit awards during 2019 and 2018, respectively.

Employee Stock Purchase Plan

At the Annual Meeting of Stockholders held April 25, 2018, the stockholders approved the First Mid-Illinois Bancshares, Inc. Employee Stock Purchase Plan (“ESPP”).  The ESPP is intended to promote the interests of the Company by providing eligible employees with the opportunity to purchase shares of common stock of the Company at a 5% discount through payroll deductions. The ESPP is also intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code.  A maximum of 600,000 shares of common stock may be issued under the ESPP.   As of September 30, 2019, 4,834 shares were issued pursuant to the ESPP.

Stock Repurchase Program

Since August 5, 1998, the Board of Directors has approved repurchase programs pursuant to which the Company may repurchase a total of approximately $76.7 million of the Company’s common stock.  The repurchase programs approved by the Board of Directors are as follows:

On August 5, 1998, repurchases of up to 3%, or $2 million, of the Company’s common stock.
In March 2000, repurchases up to an additional 5%, or $4.2 million of the Company’s common stock.
In September 2001, repurchases of $3 million of additional shares of the Company’s common stock.
In August 2002, repurchases of $5 million of additional shares of the Company’s common stock.
In September 2003, repurchases of $10 million of additional shares of the Company’s common stock.
On April 27, 2004, repurchases of $5 million of additional shares of the Company’s common stock.
On August 23, 2005, repurchases of $5 million of additional shares of the Company’s common stock.
On August 22, 2006, repurchases of $5 million of additional shares of the Company’s common stock.
On February 27, 2007, repurchases of $5 million of additional shares of the Company’s common stock.
On November 13, 2007, repurchases of $5 million of additional shares of the Company’s common stock.
On December 16, 2008, repurchases of $2.5 million of additional shares of the Company’s common stock.
On May 26, 2009, repurchases of $5 million of additional shares of the Company’s common stock.
On February 22, 2011, repurchases of $5 million of additional shares of the Company’s common stock.
On November 13, 2012, repurchases of $5 million of additional shares of the Company's common stock.
On November 19, 2013, repurchases of $5 million additional shares of the Company's common stock.
On October 28, 2014, repurchases of $5 million additional shares of the Company's common stock.




77






On August 16, 2019, the Company adopted a repurchase plan under Rule 10b5-1 and Rule 10b-18 of the Exchange Act. The Company implemented the repurchase plan in connection with its previously announced stock repurchase program. Under the repurchase plan, up to approximately $6.2 million worth of shares of the Company’s common stock may be repurchased. During the quarter, the Company repurchased approximately $1.1 million in common stock, or 35,427 shares. Since 1998, the Company has repurchased a total of 2,103,054 shares at a total price of approximately $71.6 million. The Company has approximately $5.1 million in remaining capacity under the plan.

Although the Company adopted the repurchase plan, the Company may make discretionary repurchases in the open market or in privately negotiated transactions from time to time. The timing, manner, price and amount of any such repurchases will be determined by the Company at its discretion and will depend upon a variety of factors including economic and market conditions, price, applicable legal requirements and other factors.


Liquidity

Liquidity represents the ability of the Company and its subsidiaries to meet all present and future financial obligations arising in the daily operations of the business.  Financial obligations consist of the need for funds to meet extensions of credit, deposit withdrawals and debt servicing.  The Company’s liquidity management focuses on the ability to obtain funds economically through assets that may be converted into cash at minimal costs or through other sources. The Company’s other sources of cash include overnight federal fund lines, Federal Home Loan Bank advances, deposits of the State of Illinois, the ability to borrow at the Federal Reserve Bank of Chicago, and the Company’s operating line of credit with The Northern Trust Company.  Details for the sources include:

First Mid Bank has $100 million available in overnight federal fund lines, including $30 million from First Tennessee Bank, N.A., $20 million from U.S. Bank, N.A., $10 million from Wells Fargo Bank, N.A., $15 million from The Northern Trust Company and $25 million from Zions Bank.  Availability of the funds is subject to First Mid Bank meeting minimum regulatory capital requirements for total capital to risk-weighted assets and Tier 1 capital to total average assets.  As of September 30, 2019, First Mid Bank met these regulatory requirements.

First Mid Bank can borrow from the Federal Home Loan Bank as a source of liquidity.  Availability of the funds is subject to the pledging of collateral to the Federal Home Loan Bank.  Collateral that can be pledged includes one-to-four family residential real estate loans and securities.  At September 30, 2019, the excess collateral at the FHLB would support approximately $536.5 million of additional advances for First Mid Bank.

First Mid Bank is a member of the Federal Reserve System and can borrow funds provided that sufficient collateral is pledged.

In addition, as of September 30, 2019, the Company had a revolving credit agreement in the amount of $10 million with The Northern Trust Company with an outstanding balance of $0 and $10 million in available funds.  This loan was renewed on April 12, 2019 for one year as a revolving credit agreement. The interest rate is floating at 2.25% over the federal funds rate. The loan is secured by all of the stock of First Mid Bank, including requirements for operating and capital ratios. The Company and its subsidiary bank were in compliance with the then existing covenants at September 30, 2019 and 2018 and December 31, 2018.


Management continues to monitor its expected liquidity requirements carefully, focusing primarily on cash flows from:

lending activities, including loan commitments, letters of credit and mortgage prepayment assumptions;
deposit activities, including seasonal demand of private and public funds;
investing activities, including prepayments of mortgage-backed securities and call provisions on U.S. Treasury and government agency securities; and
operating activities, including scheduled debt repayments and dividends to stockholders.



78






The following table summarizes significant contractual obligations and other commitments at September 30, 2019 (in thousands):
 
Total
 
Less than
1 year
 
1-3 years
 
3-5 years
 
More than
5 years
Time deposits
$
625,630

 
$
416,124

 
$
178,428

 
$
30,953

 
$
125

Debt
30,930

 

 

 

 
30,930

Other borrowings
255,530

 
230,530

 
20,000

 
5,000

 

Operating leases
14,479

 
2,654

 
4,730

 
2,489

 
4,606

Supplemental retirement
482

 
62

 
100

 
100

 
220

 
$
927,051

 
$
649,370

 
$
203,258

 
$
38,542

 
$
35,881



For the nine months ended September 30, 2019, net cash of $42.2 million was provided by operating activities offset by $70.5 million and $4.9 million used in financing activities and investing activities, respectively. In total, cash and cash equivalents decreased by $33.2 million since year-end 2018.


Off-Balance Sheet Arrangements

First Mid Bank enters into financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include lines of credit, letters of credit and other commitments to extend credit.  Each of these instruments involves, to varying degrees, elements of credit, interest rate and liquidity risk in excess of the amounts recognized in the consolidated balance sheets.  The Company uses the same credit policies and requires similar collateral in approving lines of credit and commitments and issuing letters of credit as it does in making loans. The exposure to credit losses on financial instruments is represented by the contractual amount of these instruments. However, the Company does not anticipate any losses from these instruments.

The off-balance sheet financial instruments whose contract amounts represent credit risk at September 30, 2019 and December 31, 2018 were as follows (in thousands):
 
September 30, 2019
 
December 31, 2018
Unused commitments and lines of credit:
 
 
 
Commercial real estate
$
147,400

 
$
102,015

Commercial operating
299,545

 
298,657

Home equity
39,452

 
43,026

Other
94,285

 
110,226

Total
$
580,682

 
$
553,924

Standby letters of credit
$
9,844

 
$
10,183


Commitments to originate credit represent approved commercial, residential real estate and home equity loans that generally are expected to be funded within ninety days.  Lines of credit are agreements by which the Company agrees to provide a borrowing accommodation up to a stated amount as long as there is no violation of any condition established in the loan agreement.  Both commitments to originate credit and lines of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the lines and some commitments are expected to expire without being drawn upon, the total amounts do not necessarily represent future cash requirements.

Standby letters of credit are conditional commitments issued by the Company to guarantee the financial performance of customers to third parties.  Standby letters of credit are primarily issued to facilitate trade or support borrowing arrangements and generally expire in one year or less.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending credit facilities to customers.  The maximum amount of credit that would be extended under letters of credit is equal to the total off-balance sheet contract amount of such instrument.


79






ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in the market risk faced by the Company since December 31, 2018.  For information regarding the Company’s market risk, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.


ITEM 4.  CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report.  Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective.  Further, there have been no changes in the Company’s internal control over financial reporting during the last fiscal quarter that have materially affected or that are reasonably likely to affect materially the Company’s internal control over financial reporting.





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PART II

ITEM 1.
LEGAL PROCEEDINGS

From time to time the Company and its subsidiaries may be involved in litigation that the Company believes is a type common to our industry. None of any such existing claims are believed to be individually material at this time to the Company, although the outcome of any such existing claims cannot be predicted with certainty.


ITEM 1A.  RISK FACTORS

Various risks and uncertainties, some of which are difficult to predict and beyond the Company’s control, could negatively impact the Company.  As a financial institution, the Company is exposed to interest rate risk, liquidity risk, credit risk, operational risk, risks from economic or market conditions, and general business risks among others.  Adverse experience with these or other risks could have a material impact on the Company’s financial condition and results of operations, as well as the value of its common stock.  See the risk factors and “Supervision and Regulation” described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 
 
 
 
 
 
 
ISSUER PURCHASES OF EQUITY SECURITIES
Period
(a) Total Number of Shares Purchased
 
(b) Average Price Paid per Share
 
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
July 1, 2019 - July 31, 2019
0
 
$0.00
 
0
 
$
6,238,000

August 1, 2019 - August 31, 2019
29,462
 
$31.87
 
29,462
 
$
5,299,000

September 1, 2019 - September 30, 2019
5,965
 
$31.88
 
5,965
 
$
5,108,000

Total
35,427
 
$31.88
 
35,427
 
$
5,108,000

 
 
 
 
 
 
 
 
See heading “Stock Repurchase Program” for more information regarding stock purchases.

ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.
MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.
OTHER INFORMATION

None.

ITEM 6.
EXHIBITS
The exhibits required by Item 601 of Regulation S-K and filed herewith are listed in the Exhibit Index that precedes the Signature Page and the exhibits filed.


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Exhibit Index to Quarterly Report on Form 10-Q
Exhibit Number
Description and Filing or Incorporation Reference
 
 
 
 
 
 
 
 
 
 
 
 
101
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at September 30, 2019 and December 31, 2018, (ii) the Consolidated Statements of Income for the three months ended September 30, 2019 and 2018, (iii) the Consolidated Statements of Cash Flows for the three months and nine months ended September 30, 2019 and 2018, and (iv) the Notes to Consolidated Financial Statements.


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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




FIRST MID BANCSHARES, INC.
(Registrant)

Date:  November 5, 2019
dively.jpg
Joseph R. Dively
President and Chief Executive Officer


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Matthew K. Smith
Chief Financial Officer







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