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FIRST MID BANCSHARES, INC. - Quarter Report: 2020 March (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 March 31, 2020
Or
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________
 
Commission file number 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 May 4, 2020, 16,702,484 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)
March 31, 2020
 
December 31, 2019
Assets
 
 
 
Cash and due from banks:
 
 
 
Non-interest bearing
$
80,798

 
$
76,498

Interest bearing
100,302

 
7,656

Federal funds sold
927

 
926

Cash and cash equivalents
182,027

 
85,080

Certificates of deposit
4,380

 
4,625

Investment securities:
 

 
 

Available-for-sale, at fair value
617,801

 
686,048

Held-to-maturity, at amortized cost (estimated fair value of $24,806 and $69,572 at March 31, 2020 and December 31, 2019, respectively)
24,563

 
69,542

Loans held for sale
1,251

 
1,820

Loans
2,743,047

 
2,693,527

Less allowance for credit losses
(32,876
)
 
(26,911
)
Net loans
2,710,171

 
2,666,616

Interest receivable
15,422

 
15,577

Other real estate owned
2,784

 
3,644

Premises and equipment, net
59,359

 
59,491

Goodwill, net
104,992

 
104,992

Intangible assets, net
27,207

 
28,265

Bank owned life insurance
67,656

 
67,225

Right of use lease assets
16,542

 
17,006

Other assets
30,676

 
29,495

Total assets
$
3,864,831

 
$
3,839,426

Liabilities and Stockholders’ Equity
 

 
 

Deposits:
 

 
 

Non-interest bearing
$
642,384

 
$
633,331

Interest bearing
2,266,243

 
2,284,035

Total deposits
2,908,627

 
2,917,366

Securities sold under agreements to repurchase
231,649

 
208,109

Interest payable
2,029

 
2,261

FHLB borrowings
119,921

 
113,895

Other borrowings
5,000

 
5,000

Junior subordinated debentures
18,900

 
18,858

Lease liabilities
16,568

 
17,007

Other liabilities
29,086

 
30,321

Total liabilities
3,331,780

 
3,312,817

Stockholders’ Equity:
 

 
 

Common stock, $4 par value; authorized 30,000,000 shares; issued 17,316,886 and 17,287,882 shares in 2020 and 2019, respectively
71,268

 
71,152

Additional paid-in capital
296,853

 
295,925

Retained earnings
175,949

 
166,667

Deferred compensation
2,022

 
2,760

Accumulated other comprehensive income
5,209

 
8,360

Less treasury stock at cost, 614,403 shares in 2020 and 2019
(18,250
)
 
(18,255
)
Total stockholders’ equity
533,051

 
526,609

Total liabilities and stockholders’ equity
$
3,864,831

 
$
3,839,426

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 March 31,
 
2020
 
2019
Interest income:
 
 
 
Interest and fees on loans
$
30,027

 
$
32,104

Interest on investment securities
4,589

 
5,209

Interest on certificates of deposit investments
31

 
38

Interest on federal funds sold
2

 
3

Interest on deposits with other financial institutions
92

 
697

Total interest income
34,741

 
38,051

Interest expense:
 

 
 

Interest on deposits
3,861

 
4,378

Interest on securities sold under agreements to repurchase
194

 
260

Interest on FHLB borrowings
580

 
723

Interest on other borrowings
15

 

Interest on subordinated debentures
218

 
438

Total interest expense
4,868

 
5,799

Net interest income
29,873

 
32,252

Provision for loan losses
5,481

 
947

Net interest income after provision for loan losses
24,392

 
31,305

Other income:
 

 
 

Wealth management revenues
3,626

 
3,645

Insurance commissions
6,621

 
5,555

Service charges
1,778

 
1,802

Securities gains, net
531

 
54

Mortgage banking revenue, net
308

 
239

ATM / debit card revenue
1,987

 
2,016

Bank owned life insurance
431

 
430

Other
1,228

 
898

Total other income
16,510

 
14,639

Other expense:
 

 
 

Salaries and employee benefits
16,500

 
16,574

Net occupancy and equipment expense
4,242

 
4,455

Net other real estate owned expense
(46
)
 
53

FDIC insurance
93

 
279

Amortization of intangible assets
1,295

 
1,356

Stationery and supplies
268

 
287

Legal and professional
1,398

 
1,194

ATM / debit card
605

 
803

Marketing and donations
481

 
454

Other
2,895

 
2,855

Total other expense
27,731

 
28,310

Income before income taxes
13,171

 
17,634

Income taxes
3,172

 
4,318

Net income
$
9,999

 
$
13,316

Per share data:
 

 
 

Basic net income per common share
$
0.60

 
$
0.80

Diluted net income per common share
0.60

 
0.80

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 March 31,
 
2020
 
2019
Net income
$
9,999

 
$
13,316

Other Comprehensive Income (Loss)
 

 
 

Unrealized gains (losses) on available-for-sale securities, net of taxes of $1,139 and $(3,123) for three months ended March 31, 2020 and 2019, respectively.
(2,789
)
 
7,645

Amortized holding losses on held-to-maturity securities transferred from available-for-sale, net of taxes of $(5) and$(8) for three months ended March 31, 2020 and 2019, respectively.
15

 
21

Less: reclassification adjustment for realized gains included in net income, net of taxes of $154 and $16 for three months ended March 31, 2020 and 2019, respectively.
(377
)
 
(38
)
Other comprehensive income (loss), net of taxes
(3,151
)
 
7,628

Comprehensive income
$
6,848

 
$
20,944


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 March 31, 2020 and 2019
 
 
 
 
Common Stock
Additional Paid-In-Capital
 
Deferred Compensation
Accumulated Other Comprehensive Income (Loss)
 
 
(in thousands)
Retained Earnings
Treasury Stock
 
 
Total
December 31, 2019
$
71,152

$
295,925

$
166,667

$
2,760

$
8,360

$
(18,255
)
$
526,609

Cumulative impact of ASU2016-13


(717
)



(717
)
January 1, 2020
71,152

295,925

165,950

2,760

8,360

(18,255
)
525,892

Net income


9,999




9,999

Other comprehensive loss, net of tax




(3,151
)

(3,151
)
Issuance of 25,200 restricted shares pursuant to the 2017 Stock Incentive Plan
101

767





868

Issuance of 3,804 common shares pursuant to the Employee Stock Purchase Plan
15

71





86

Deferred Compensation



(5
)

5


Tax benefit related to deferred compensation distributions

22





22

Grant of restricted units pursuant to 2017 Stock Incentive Plan

584





584

Release of restricted units pursuant to 2017 Stock Incentive Plan

(516
)




(516
)
Vested restricted shares/units compensation expense



(733
)


(733
)
March 31, 2020
$
71,268

$
296,853

$
175,949

$
2,022

$
5,209

$
(18,250
)
$
533,051

 
 
 
 
 
 
 
 
December 31, 2018
$
70,876

$
293,937

$
131,392

$
2,761

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

Net income


13,316




13,316

Other comprehensive income, net of tax




7,628


7,628

Issuance of 5,761 common shares pursuant to Deferred Compensation Plan
23

171





194

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

760





864

Issuance of 782 common shares pursuant to the Employee Stock Purchase Plan
3

21





24

Deferred Compensation



(1
)

1


Grant of restricted units pursuant to 2017 Stock Incentive Plan

(52
)

(814
)


(866
)
Vested restricted shares/units compensation expense



128



128

March 31, 2019
$
71,006

$
294,837

$
144,708

$
2,074

$
1,155

$
(16,628
)
$
497,152


See accompanying notes to unaudited condensed consolidated financial statements.


5






First Mid Bancshares, Inc.
 
Condensed Consolidated Statements of Cash Flows (unaudited)
Three months ended March 31,
(In thousands)
2020
 
2019
Cash flows from operating activities:
 
 
 
Net income
$
9,999

 
$
13,316

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

 
 

Provision for loan losses
5,481

 
947

Depreciation, amortization and accretion, net
2,721

 
2,430

Change in cash surrender value of bank owned life insurance
(431
)
 
(430
)
Stock-based compensation expense
204

 
128

Operating lease payments
(677
)
 
(664
)
Gains on investment securities, net
(531
)
 
(54
)
Gain on sales of repossessed assets, net
(162
)
 
(5
)
Gain on sale of premises and equipment
(26
)
 

Gains on sale of loans held for sale, net
(353
)
 
(180
)
Decrease in accrued interest receivable
155

 
808

(Decrease) increase in accrued interest payable
(164
)
 
493

Origination of loans held for sale
(20,039
)
 
(12,098
)
Proceeds from sale of loans held for sale
20,961

 
12,553

(Increase) decrease in other assets
(937
)
 
507

Increase (decrease) in other liabilities
413

 
(333
)
Net cash provided by operating activities
16,614

 
17,418

Cash flows from investing activities:
 

 
 

Proceeds from maturities of certificates of deposit investments
1,225

 
249

Purchases of certificates of deposit investments
(980
)
 

Proceeds from sales of securities available-for-sale

 
12,631

Proceeds from maturities of securities available-for-sale
108,666

 
23,020

Proceeds from maturities of securities held-to-maturity
45,000

 

Purchases of securities available-for-sale
(44,830
)
 
(28,431
)
Net (increase) decrease in loans
(50,059
)
 
45,188

Purchases of premises and equipment
(786
)
 
(987
)
Proceeds from sales of other real property owned
1,211

 
354

Net cash provided by investing activities
59,447

 
52,024

Cash flows from financing activities:
 
 
 

Net (decrease) increase in deposits
(8,739
)
 
57,527

Decrease in federal funds purchased
(5,000
)
 

Increase (decrease) in repurchase agreements
23,540

 
(34,570
)
Proceeds from FHLB advances
15,000

 

Repayment of FHLB advances
(9,000
)
 

Proceeds from long-term debt
5,000

 

Repayment of long-term debt

 
(1,467
)
Proceeds from issuance of common stock
85

 
216

Net cash provided by financing activities
20,886

 
21,706

Increase in cash and cash equivalents
96,947

 
91,148

Cash and cash equivalents at beginning of period
85,080

 
141,400

Cash and cash equivalents at end of period
$
182,027

 
$
232,548



6






First Mid Bancshares, Inc.
 
Condensed Consolidated Statements of Cash Flows (unaudited)
Three months ended March 31,
(In thousands)
2020
 
2019
Supplemental disclosures of cash flow information
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
5,100

 
$
5,391

Income taxes

 
2,035

Supplemental disclosures of noncash investing and financing activities
 

 
 

Loans transferred to other real estate
184

 
1,630

Initial recognition of right-of-use assets

 
14,116

Initial recognition of lease liabilities

 
14,116

Net tax benefit related to option and deferred compensation plans
22

 


See accompanying notes to unaudited condensed consolidated financial statements.


7






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”), First Mid Insurance Group, Inc. (“First Mid Insurance”) and First Mid Captive, Inc.  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 March 31, 2020 and 2019, 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 March 31, 2020 presentation and there was no impact on net income or stockholders’ equity.  The results of the interim period ended March 31, 2020 are not necessarily indicative of the results expected for the year ending December 31, 2020. The Company operates as a one-segment entity for financial reporting purposes. The 2019 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 2019 Annual Report on Form 10-K.


COVID-19

The COVID-19 outbreak is an unprecedented event that provides significant economic uncertainty for a broad spectrum of industries. The Company is focused on supporting its customers, communities and employees during this unique operating environment. Throughout this document, we describe the impact COVID-19 is having, actions taken as a result of COVID-19, and certain risks to the Company that COVID-19 creates or exacerbates, as well as management's outlook on the current COVID-19 situation.


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.


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.


Loan Purchase

On April 21, 2020, First Mid Bank completed an acquisition of loans in the St. Louis metro market totaling $183 million. There were no loans determined to be purchased with deteriorated credit.




8






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 could have been repurchased. The 10b5-1 plan expired in early 2020, and there were no shares repurchased under this plan during 2020. During 2019, the Company repurchased approximately $1.1 million in common stock, or 35,427 shares.  The Company has approximately $4.9 million in remaining capacity under its existing repurchase program.


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 25,200 and 25,950 shares of restricted stock during 2020 and 2019, respectively, and 16,950 and 16,200 restricted stock units during 2020 and 2019, 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 March 31, 2020 and 2019, 3,804 shares and 782 shares, respectively, were issued pursuant to the ESPP.


Captive Insurance Company

First Mid Captive, Inc. ("the Captive"), a wholly-owned subsidiary of the Company which was formed and began operations in December 2019, is a Nevada-based captive insurance company. The Captive insures against certain risks unique to operations of the Company and its subsidiaries for which insurance may not be currently available or economically feasible in today's insurance marketplace. The Captive pools resources with several other similar insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves. The Captive is subject to regulations of the State of Nevada and undergoes periodic examinations by the Nevada Division of Insurance. It has elected to be taxed under Section 831(b) of the Internal Revenue Code. Pursuant to Section 831(b), if gross premiums do not exceed $2,300,000, then the Captive is taxable solely on its investment income. The Captive is included in the Company's consolidated financial statements and its federal income return.



9






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.


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.

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 March 31, 2020, 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.


10






Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) included in stockholders’ equity as of March 31, 2020 and December 31, 2019 are as follows (in thousands):
 
Unrealized Gain (Loss) on
Securities
March 31, 2020
 
Net unrealized gains on securities available-for-sale
$
7,366

Unamortized losses on held-to-maturity securities transferred from available-for-sale
(30
)
Tax expense
(2,127
)
Balance at March 31, 2020
$
5,209


December 31, 2019
 
Net unrealized gains on securities available-for-sale
$
11,825

Unamortized losses on held-to-maturity securities transferred from available-for-sale
(50
)
Tax Expense
(3,415
)
Balance at December 31, 2019
$
8,360



Amounts reclassified from accumulated other comprehensive income and the affected line items in the statements of income during the three months ended March 31, 2020 and 2019, were as follows (in thousands):
 
Amounts Reclassified from Other Comprehensive Income
 
Affected Line Item in the Statements of Income
 
 
Three months ended March 31,
 
2020
 
2019
Realized gains on available-for-sale securities
$
531

 
$
54

 
Securities gains, net
Tax effect
(154
)
 
(16
)
 
Income taxes
Total reclassifications out of accumulated other comprehensive income
$
377

 
$
38

 
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 2017-04, 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. The Company adopted the guidance effective January 2020. Although the Company cannot anticipate future goodwill impairment, the Company does not anticipate a material impact on the Company's financial statements. The current accounting policies and procedures of the Company have not changed, except for the elimination of Step 2 analysis.


11







Accounting Standards Update 2016-02, Leases (Topic 842)("ASU 2016-02"). On February 25, 2016, FASB issued ASU 2016-02 which creates Topic 842, Leases and supersedes Topic 840, Leases. ASU 2016-02 is intended to improve financial reporting about leasing transactions, by increasing transparency and comparability among organizations. Under the new guidance, a lessee is required to record all leases with lease terms of more than 12 months on their balance sheet as lease liabilities with a corresponding right-of-use asset. ASU 2016-02 maintains the dual model for lease accounting, requiring leases to be classified as either operating or finance, with lease classification determined in a manner similar to existing leas guidance. The new guidance is effective for public companies for fiscal years beginning on or after December 15, 2018, and for private companies for fiscal years beginning on or after December 15, 2019. The Company adopted the guidance effective January 1, 2019 and recorded a right of use asset of $14.1 million and a lease liability of $14.1 million.

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. As ASU 2018-13 only revises disclosure requirements, it did not have a material impact on the Company’s consolidated financial statements.

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 formed an internal, cross functional committee in 2017 to evaluate implementation steps and assess the impact ASU 2016-13 would have on the Company’s consolidated financial statements. The committee assigned roles and responsibilities, key tasks to complete, and established a general time line for implementation. The Company also 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 met periodically to discuss the latest developments and ensure progress was being made. In addition, the committee kept current on evolving interpretations and industry practices related to ASU 2016-13. The committee evaluated and validated data resources and different loss methodologies. Key implementation activities for 2019 included finalization of models, establishing processes and controls, development of supporting analytics and documentation, policies and disclosure, and implementing parallel processing.

The Company adopted ASU 2016-13 using the modified retrospective method for financial assets measured at amortized cost effective January 1, 2020. Results for the periods beginning after January 1, 2020 are presented under ASU 2016-13 while prior period amounts are reported in accordance with the previously applicable accounting standards. The Company recorded a reduction to retained earnings of approximately $717,000 upon adoption of ASU 2016-13. The transition adjustment included an increase to the allowance for credit losses on loans of $1.7 million and an increase to the allowance for credit losses on off-balance sheet credit exposure of $69,000. There was no allowance for credit losses recorded for held-to-maturity debt securities. The transition adjustment included corresponding increases in deferred tax assets.

The Company adopted ASU 2016-13 using the prospective transition approach for financial assets considered purchased credit deteriorated ("PCD") that were previously classified as purchase credit impaired (" PCI") and accounted for under ASC 310-30 effective January 1 2020. In accordance with the standard, the Company did not reassess whether the PCI assets met the criteria of PCD assets as of the adoption date. The amortized cost of the PCD assets were adjusted to reflect the addition of $833,000 to the allowance for credit losses. The remaining noncredit discount (based on the adjusted amortized cost) will be accreted into interest income at the effective interest rate over the remaining life of the assets.


12







The following table illustrates the impact of ASU 2016-13 adoption (in thousands):

 
 
January 1, 2020
 
 
As reported under ASU 2016-13
 
Pre-ASU 2016-13 Adoption
 
Impact of ASU 2016-13 Adoption
Assets:
 
 
 
 
 
 
Construction & Land Development
 
$
1,033

 
$
1,146

 
$
(113
)
Farm
 
1,323

 
1,093

 
230

1-4 Family Residential Properties
 
2,142

 
1,386

 
756

Commercial Real Estate
 
11,739

 
11,198

 
541

Agricultural
 
1,023

 
1,386

 
(363
)
Commercial & Industrial
 
9,428

 
9,273

 
155

Consumer
 
1,895

 
1,429

 
466

Allowance for credit losses for all loans
 
$
28,583

 
$
26,911

 
$
1,672

Liabilities:
 
 
 
 
 
 
Allowance for credit losses on off-balance sheet exposures
 
$
69

 
$

 
$
69



The following table illustrates the impact of ASU 2013-13 adoption for PCD assets previously classified as PCI included in the table above (in thousands):
 
 
January 1, 2020
 
 
As reported under ASU 2016-13
 
Pre-ASU 2016-13 Adoption
 
Impact of ASU 2016-13 Adoption
Construction & Land Development
 
$
291

 
$

 
$
291

1-4 Family Residential Properties
 
48

 
6

 
42

Commercial Real Estate
 
818

 
359

 
459

Commercial & Industrial
 
41

 

 
41

Allowance for credit losses for PCD loans
 
$
1,198

 
$
365

 
$
833







13






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-month period ended March 31, 2020 and 2019 were as follows:

 
Three months ended March 31,
 
2020
 
2019
Basic Net Income per Common Share
 
 
 
Available to Common Stockholders:
 
 
 
Net income
$
9,999,000

 
$
13,316,000

Weighted average common shares outstanding
16,693,183
 
16,665,999
Basic earnings per common share
$
0.60

 
$
0.80

 
 
 
 
Diluted Net Income per Common Share
 
 
 
Available to Common Stockholders:
 
 
 
Net income applicable to diluted earnings per share
$
9,999,000

 
$
13,316,000

Weighted average common shares outstanding
16,693,183

 
16,665,999

Dilutive potential common shares:
 
 
 
Restricted stock awarded
46,908

 
38,780

Dilutive potential common shares
46,908

 
38,780

Diluted weighted average common shares outstanding
16,740,091

 
16,704,779

Diluted earnings per common share
$
0.60

 
$
0.80



There were no shares not considered in computing diluted earnings per share for the three-month periods ended March 31, 2020 and 2019 because they were anti-dilutive.


14






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 March 31, 2020 and December 31, 2019 were as follows (in thousands):

 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized (Losses)
 
Fair Value
March 31, 2020
 
 
 
 
 
 
 
Available-for-sale:
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations & agencies
$
56,067

 
$
716

 
$
(94
)
 
$
56,689

Obligations of states and political subdivisions
167,146

 
260

 
(3,904
)
 
163,502

Mortgage-backed securities: GSE residential
385,194

 
10,717

 
(400
)
 
395,511

Other securities
2,028

 
112

 
(41
)
 
2,099

Total available-for-sale
$
610,435

 
$
11,805

 
$
(4,439
)
 
$
617,801

Held-to-maturity:
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations & agencies
$
24,563

 
$
243

 
$

 
$
24,806

 
 
 
 
 
 
 
 
December 31, 2019
 
 
 
 
 
 
 
Available-for-sale:
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations & agencies
$
106,428

 
$
952

 
$
(60
)
 
$
107,320

Obligations of states and political subdivisions
172,460

 
5,990

 
(17
)
 
178,433

Mortgage-backed securities: GSE residential
391,307

 
5,331

 
(512
)
 
396,126

Other securities
4,028

 
141

 

 
4,169

Total available-for-sale
$
674,223

 
$
12,414

 
$
(589
)
 
$
686,048

Held-to-maturity:
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations & agencies
$
69,542

 
$
99

 
$
(69
)
 
$
69,572



All of the Company's held-to-maturity securities are government agency-backed securities for which the risk of loss is minimal. As such, as of March 31, 2020, the Company did not recorded an allowance for credit losses on its held-to-maturity securities.

Realized gains and losses resulting from sales of securities were as follows during the three months ended March 31, 2020 and 2019 (in thousands):
 
Three months ended March 31,
 
2020
 
2019
Gross gains
$
531

 
$
84

Gross losses

 
(30
)





15






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 March 31, 2020 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
$
41,026

 
$
15,663

 
$

 
$

 
$
56,689

Obligations of state and political subdivisions
26,677

 
69,512

 
65,164

 
2,149

 
163,502

Mortgage-backed securities: GSE residential
73,878

 
310,186

 
11,447

 

 
395,511

Other securities

 
1,759

 

 
340

 
2,099

Total available-for-sale investments
$
141,581

 
$
397,120

 
$
76,611

 
$
2,489

 
$
617,801

Weighted average yield
2.42
%
 
2.67
%
 
2.93
%
 
2.88
%
 
2.65
%
Full tax-equivalent yield
2.63
%
 
2.87
%
 
3.93
%
 
3.79
%
 
2.96
%
Held to Maturity:
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
19,536

 
$
5,027

 
$

 
$

 
$
24,563

Weighted average yield
1.93
%
 
2.06
%
 
%
 
%
 
1.96
%
Full tax-equivalent yield
1.93
%
 
2.06
%
 
%
 
%
 
1.96
%


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 March 31, 2020.

Investment securities carried at approximately $582 million and $688 million at March 31, 2020 and December 31, 2019, respectively, were pledged to secure public deposits and repurchase agreements and for other purposes as permitted or required by law.



16






The following table presents the aging of gross unrealized losses and fair value by investment category as of March 31, 2020 and December 31, 2019 (in thousands):
 
Less than 12 months
 
12 months or more
 
Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
March 31, 2020
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
5,802

 
$
(94
)
 
$

 
$

 
$
5,802

 
$
(94
)
Obligations of states and political subdivisions
119,614

 
(3,904
)
 

 

 
119,614

 
(3,904
)
Mortgage-backed securities: GSE residential
51,736

 
(315
)
 
3,679

 
(85
)
 
55,415

 
(400
)
Other securities
709

 
(41
)
 

 

 
709

 
(41
)
Total
$
177,861

 
$
(4,354
)
 
$
3,679

 
$
(85
)
 
$
181,540

 
$
(4,439
)
December 31, 2019
 

 
 

 
 

 
 

 
 

 
 

Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
23,375

 
$
(60
)
 
$

 
$

 
$
23,375

 
$
(60
)
Obligations of states and political subdivisions
3,469

 
(16
)
 
347

 
(1
)
 
3,816

 
(17
)
Mortgage-backed securities: GSE residential
67,080

 
(322
)
 
20,888

 
(190
)
 
87,968

 
(512
)
Total
$
93,924

 
$
(398
)
 
$
21,235

 
$
(191
)
 
$
115,159

 
$
(589
)
Held-to-maturity:
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
14,996

 
$
(25
)
 
$
24,565

 
$
(44
)
 
$
39,561

 
$
(69
)


U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies. At March 31, 2020 and December 31, 2019, there were no available-for sale U.S. Treasury securities and obligations of U.S. government corporations and agencies in a continuous unrealized loss position for twelve months or more. At December 31, 2019, there were four held-to-maturity U.S. Treasury securities and obligations of U.S. government corporations and agencies with a fair value of $24,565,000 and unrealized losses of $44,000 in a continuous unrealized loss position for twelve months or more.

Obligations of states and political subdivisions.  At March 31, 2020, there were no obligations of states and political subdivisions in a continuous loss position for twelve months or more. At December 31, 2019, there was one obligation of states and political subdivisions with a fair value of $347,000 and unrealized losses of $1,000 in a continuous unrealized loss position for twelve months or more.

Mortgage-backed Securities: GSE Residential. At March 31, 2020, there were five mortgage-backed securities with a fair value of $3,679,000 and unrealized losses of $85,000 in a continuous unrealized loss position for twelve months or more. At December 31, 2019, there were fourteen mortgage-backed securities with a fair value of $20,888,000 and unrealized losses of $190,000 in a continuous unrealized loss position for twelve months or more.

The Company does not believe any other individual unrealized loss as of March 31, 2020 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.





17






Note 4 – Loans and Allowance for Loan Losses

Loans are stated at amortized cost net of an allowance for credit losses.  Amortized cost is the unpaid principal net of unearned premiums and discounts, and net deferred origination fees and costs. Deferred loan origination fees are reduced by loan origination costs and are 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 March 31, 2020 and December 31, 2019 follows (in thousands):
 
March 31,
2020
 
December 31,
2019
Construction and land development
$
123,346

 
$
94,462

Agricultural real estate
242,541

 
240,481

1-4 Family residential properties
325,146

 
336,553

Multifamily residential properties
140,536

 
155,132

Commercial real estate
1,003,021

 
997,175

Loans secured by real estate
1,834,590

 
1,823,803

Agricultural loans
139,014

 
136,023

Commercial and industrial loans
565,714

 
528,987

Consumer loans
82,330

 
83,544

All other loans
123,482

 
126,807

Total Gross loans
2,745,130

 
2,699,164

Less: Loans held for sale
1,251

 
1,820

 
2,743,879

 
2,697,344

Less:
 

 
 

Net deferred loan fees, premiums and discounts
832

 
3,817

Allowance for credit losses
32,876

 
26,911

Net loans
$
2,710,171

 
$
2,666,616


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. 

Accrued interest on loans, which is excluded from the amortized cost of the balances above, totaled $12.5 million and $12.3 million at March 31, 2020 and December 31, 2019, respectively.

Most of the Company’s business activities are with customers located near the Company's branch locations in Illinois and Missouri.  At March 31, 2020, the Company’s loan portfolio included $381.6 million of loans to borrowers whose businesses are directly related to agriculture. Of this amount, $309.4 million was concentrated in corn and other grain farming. Total loans to borrowers whose businesses are directly related to agriculture increased $5.2 million from $376.4 million at December 31, 2019 due to seasonal timing of cash flow requirements. Loans concentrated in corn and other grain farming increased $7.9 million from $301.5 million at December 31, 2019.  The Company's underwriting practices include 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, however these 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 $119.7 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 $294.6 million of loans to lessors of non-residential buildings, $280.9 million of loans to lessors of residential buildings and dwellings, $108.7 million of loans to nursing care facilities, and $123.4 million of loans to other gambling industries.



18






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.



19






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.


Allowance for Credit Losses

The allowance for credit losses represents the Company’s best estimate of the reserve necessary to adequately account for probable losses expected over the remaining contractual life of the assets. The provision for credit losses is the charge against current earnings that is determined by the Company as the amount needed to maintain an adequate allowance for credit losses. In determining the adequacy of the allowance for credit 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 credit losses by evaluating large impaired loans separately from non-impaired 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, and loans identified as troubled debt restructurings, 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 are less than the carrying amount of the loan. The carrying value of the loan reflects reductions from prior charge-offs.

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.

Beginning March 31, 2020, the allowance for credit losses was estimated using the current expected credit loss model ("CECL"). The Company uses the Loss Rate method to estimate the historical loss rate for all non-impaired loans. Under this method, the allowance for credit losses is measured on a collective (pool) basis for non-impaired loans with similar risk characteristics. Historical credit loss experience provides the basis for the estimate of expected credit losses. For each pool, a historical loss rate is computed based on the average remaining contractual life of the pool. Adjustments to historical loss rates are made using qualitative factors relevant to each pool including merger & acquisition activity, economic conditions, changes in policies, procedures & underwriting, and concentrations. In addition, a twelve-month forecast, using reasonable and supportable future conditions, is prepared that is used to estimate expected changes to existing and historical conditions in the current period.



20






The Company also considers specific current economic events occurring globally, in the U.S. and in its local markets. In March 2020, in response to the COVID-19 outbreak, its significant disruptions in the U.S. economy and impacts on local markets, First Mid Bank offered a 90-day commercial deferral program, primarily to hotel and restaurant borrowers. In accordance with interagency guidance issued in March 2020, these short term deferrals are not considered troubled debt restructurings. These deferrals were, however, considered in the factors used to estimate the required allowance for credit losses for non-impaired loans. Other COVID-19 related impacts considered included revenue losses of businesses required to restrict or cease services, income loss to workers laid off as a result of COVID-19 restrictions, various federal and state government stimulus programs and additional deferral programs offered by First Mid Bank beginning in April 2020. Other events considered include the status of trade agreements with China, scheduled increases in minimum wage and changes to the minimum salary threshold for overtime provisions, current and projected unemployment rates, current and projected grain and oil prices and economies of local markets where customers work and operate.

Within each pool, risk elements are evaluated that have specific impacts to the borrowers within the pool. These, along with the general risks and events, and the specific lending policies and procedures by loan type described above, are analyzed to estimate the qualitative factors used to adjust the historical loss rates.

During the current period, the following assumptions and factors were considered when determining the historical loss rate and any potential adjustments by loan pool.

Construction and Land Development Loans. The average life of the construction and land development segment was determined to be twelve months. Historical losses in this segment remained very low. Current activity in this industry was deemed essential and has continued during COVID-19 so no adjustment to the qualitative factor was considered necessary.

Farm Loans. The average life of the farm segment was determined to be thirty six months. Historical losses in the segment remain very low. Farmland values have remained steady over an extended period of time and there are no indications that this will change in the next year. There appears to be little or no impact from COVID-19 events on this segment. No adjustments to the qualitative factor was considered necessary.

1- 4 Family Residential Properties Loans. The average life of the 1-4 Family Residential segment was determined to be:
Residential Real Estate-non-owner occupied, fifty four months; Residential Real Estate-owner occupied, fifty four months; Home Equity lines of credit, thirty months. COVID-19 has impacted the finances of consumers from layoffs and furloughs resulting from employers have to reduce or suspend operations. Increased risk in this segment includes consumer ability to make mortgage and rent payments. Some of this impact has been offset by governmental actions such as stimulus payments and extended unemployment benefits. First Mid Bank has also offered short-term loan payment deferral to borrowers in this segment. The historical loss rate for this segment declined for the period but was offset by an increase in the qualitative factor to account for these new potential risks.

Commercial Real Estate Loans. The average life of the commercial real estate segment was determined to be thirty six months. This segment includes the Company's majority of exposure to the hotel industry which has been significantly impacted by COVID-19 events. Other impacted industries in this segment include restaurants and retail establishments. First Mid Bank has implemented a deferral program for borrowers in this segment in order to ease the impact to these borrowers. In addition to a slight increase in the historical loss rate, the qualitative factor for this segment was increased to account for these new risks.

Agricultural Loans. The average life of the agricultural segment was determined to be eighteen months. Losses in this segment are very low, however there was a very slight increase in the historical loss rate. It is believed that borrowers in this segment will benefit from current governmental programs such as PPP and MFP. There does not appear to be impact from COVID-19 at this time. There were no adjustments to the qualitative factor for this period.

Commercial and Industrial Loans. The average life of the commercial and industrial segment was determined to be twenty four months. The COVID-19 impacts include forced closures and scaled-back services for many industries within this segment including retailers, restaurants and video gaming establishments. Some of this risk is offset by government relief programs as well as, First Mid Bank's payment deferral program. In addition to an increase in the historical loss rate, the qualitative factor for this segment was increased to account for these new risks.



21






Consumer Loans. The average life of the consumer segment was determined to be thirty six months. The financial status of many borrowers has been impacted by COVID-19 events including layoffs and reduced hours. Some of this impact has been offset by government stimulus programs, increased paid leave and increased and extended unemployment benefits. Additionally, First Mid Bank has offered a short-term payment deferral program. The historical loss rate increased for this period and the qualitative factor for the segment was increased to account for the new risks.


Acquired Loans. Prior to January 1, 2020 loans acquired with evidence of credit deterioration since origination and for which it was probable that all contractually required payments would not be collected were considered to be purchased credit impaired at the time of acquisition. Purchase credit-impaired ("PCI") loans were accounted for under ASC 310-30, Receivables--Loans and Debt Securities Acquired with Deteriorated Credit Quality ("ASC 310-30"), and were initially measured at fair value, which included 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 was 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.

Subsequent to January 1, 2020, loans acquired in a business combination that have experienced more-than-insignificant deterioration in credit quality since origination are considered purchased credit deteriorated (“PCD”) loans. At the acquisition date, an estimate of expected credit losses is made for groups of PCD loans with similar risk characteristics and individual PCD loans without similar risk characteristics. This initial allowance for credit losses is allocated to individual PCD loans and added to the purchase price or acquisition date fair values to establish the initial amortized cost basis of the PCD loans. As the initial allowance for credit losses is added to the purchase price, there is no credit loss expense recognized upon acquisition of a PCD loan. Any difference between the unpaid principal balance of PCD loans and the amortized cost basis is considered to relate to noncredit factors and results in a discount or premium. Discounts and premiums are recognized through interest income on a level-yield method over the life of the loans. All loans considered to be PCI prior to January 1, 2020 were converted to PCD on that date. Accordingly, on January 1, 2020, the amortized cost basis of the PCD loans were adjusted to reflect the addition of $833,000 to the allowance for credit losses.

For acquired loans not deemed purchased credit deteriorated at acquisition, the differences between the initial fair value and the unpaid principal balance are recognized as interest income on a level-yield basis over the lives of the related loans. At the acquisition date, an initial allowance for expected credit losses is estimated and recorded as credit loss expense. The subsequent measurement of expected credit losses for all acquired loans is the same as the subsequent measurement of expected credit losses for originated loans.

The following tables present the activity in the allowance for credit losses based on portfolio segment for the three-months ended March 31, 2020 (in thousands):

 
 
Construction & Land Development
 
Agricultural Real Estate
 
1-4 Family Residential Properties
 
Commercial Real Estate
 
Agricultural Loans
 
Commercial & Industrial
 
Consumer Loans
 
Total
Three months ended March 31, 2020
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance (prior to adoption of ASU 2016-13)
 
$
1,146

 
$
1,093

 
$
1,386

 
$
11,198

 
$
1,386

 
$
9,273

 
$
1,429

 
$
26,911

Impact of adopting ASU 2016-13
 
(113
)
 
230

 
756

 
541

 
(363
)
 
155

 
466

 
1,672

Provision for credit loss expense
 
587

 
12

 
(77
)
 
1,961

 
41

 
2,815

 
142

 
5,481

Loans charged off
 

 

 
196

 
84

 

 
972

 
171

 
1,423

Recoveries collected
 

 

 
62

 
5

 

 
23

 
145

 
235

Ending balance
 
$
1,620

 
$
1,335

 
$
1,931

 
$
13,621

 
$
1,064

 
$
11,294

 
$
2,011

 
$
32,876





22






Prior to the adoption of ASU 2016-13, the appropriate level of the allowance for loan losses for all non-impaired loans was based on a migration analysis of net losses over a rolling twelve quarter period by loan segment. A weighted average of the net losses was 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. 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 following tables present the activity in the allowance for credit losses based on portfolio segment for the three-months ended March 31, 2019 and for the year ended December 31, 2019 (in thousands):

 
 
Construction & Land Development
 
Agricultural Real Estate
 
1-4 Family Residential Properties
 
Commercial Real Estate
 
Agricultural Loans
 
Commercial & Industrial
 
Consumer Loans
 
Total
Three months ended March 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance (prior to adoption of ASU 2016-13)
 
$
561

 
$
1,246

 
$
1,504

 
$
11,102

 
$
951

 
$
9,893

 
$
932

 
$
26,189

Provision for credit loss expense
 
(9
)
 
36

 
(41
)
 
(481
)
 
188

 
1,013

 
241

 
947

Loans charged off
 

 

 
130

 
56

 
9

 
104

 
269

 
568

Recoveries collected
 

 

 
8

 

 

 
28

 
100

 
136

Ending balance
 
$
552

 
$
1,282

 
$
1,341

 
$
10,565

 
$
1,130

 
$
10,830

 
$
1,004

 
$
26,704

 
 
Construction & Land Development
 
Agricultural Real Estate
 
1-4 Family Residential Properties
 
Commercial Real Estate
 
Agricultural Loans
 
Commercial & Industrial
 
Consumer Loans
 
Total
Twelve months ended December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance (prior to adoption of ASU 2016-13)
 
$
561

 
$
1,246

 
$
1,504

 
$
11,102

 
$
951

 
$
9,893

 
$
932

 
$
26,189

Provision for credit loss expense
 
585

 
(153
)
 
1,268

 
1,827

 
459

 
1,053

 
1,394

 
6,433

Loans charged off
 

 

 
1,477

 
1,743

 
24

 
1,828

 
1,254

 
6,326

Recoveries collected
 

 

 
91

 
12

 

 
155

 
357

 
615

Ending balance
 
$
1,146

 
$
1,093

 
$
1,386

 
$
11,198

 
$
1,386

 
$
9,273

 
$
1,429

 
$
26,911


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.



23






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.

The following table presents the amortized cost basis of collateral-dependent loans by class of loans that were individually evaluated to determine expected credit losses, and the related allowance for credit losses, as of March 31, 2020 (in thousands):
 
 
Collateral
 
Allowance for Credit Losses
 
 
Real Estate
 
Business Assets
 
Other
 
Total
 
Construction and land development
 
$
540

 
$

 
$

 
$
540

 
$
269

Agricultural real estate
 
150

 

 

 
150

 

1-4 Family residential properties
 
3,875

 

 

 
3,875

 
203

Multifamily residential properties
 
3,060

 

 

 
3,060

 
17

Commercial real estate
 
6,494

 

 

 
6,494

 
1,029

Loans secured by real estate
 
14,119

 

 

 
14,119

 
1,518

Agricultural loans
 
239

 
40

 

 
279

 

Commercial and industrial loans
 
327

 
3,788

 
19

 
4,134

 
312

Consumer loans
 

 

 
11

 
11

 
1

Total loans
 
$
14,685

 
$
3,828

 
$
30

 
$
18,543

 
$
1,831



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.



24






The following tables present the credit risk profile of the Company’s loan portfolio based on risk rating category and year of origination as of March 31, 2020 (in thousands):

Risk Rating
 
2020
 
2019
 
2018
 
2017
 
2016
 
Prior
 
Revolving Loans
 
Total
March 31, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction & Land Development Loans
 
 
 
 
 
 
 
 
 
 
     Pass
 
$
47,279

 
$
57,767

 
$
4,912

 
$
2,931

 
$
604

 
$
6,722

 
$

 
$
120,215

     Special Mention
 

 
309

 
1,796

 

 
393

 
15

 

 
2,513

     Substandard
 

 

 

 
540

 

 
58

 

 
598

          Total
 
$
47,279

 
$
58,076

 
$
6,708

 
$
3,471

 
$
997

 
$
6,795

 
$

 
$
123,326

Agricultural Real Estate Loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Pass
 
$
12,868

 
$
44,321

 
$
48,157

 
$
20,904

 
$
16,689

 
$
87,879

 
$

 
$
230,818

     Special Mention
 
275

 
3,008

 
2,512

 

 
1,088

 
3,444

 

 
10,327

     Substandard
 

 
150

 
859

 
197

 
31

 
509

 

 
1,746

          Total
 
$
13,143

 
$
47,479

 
$
51,528

 
$
21,101

 
$
17,808

 
$
91,832

 
$

 
$
242,891

1-4 Family Residential Property Loans
 
 
 
 
 
 
 
 
 
 
     Pass
 
$
9,125

 
$
32,088

 
$
33,208

 
$
28,598

 
$
29,270

 
$
128,255

 
$
44,251

 
$
304,795

     Watch
 
154

 
335

 
325

 
1,055

 
254

 
1,929

 
256

 
4,308

     Substandard
 
56

 
374

 
2,075

 
2,091

 
2,053

 
8,138

 
1,238

 
16,025

          Total
 
$
9,335

 
$
32,797

 
$
35,608

 
$
31,744

 
$
31,577

 
$
138,322

 
$
45,745

 
$
325,128

Commercial Real Estate Loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Pass
 
$
49,604

 
$
208,865

 
$
178,757

 
$
208,454

 
$
179,026

 
$
271,285

 
$

 
$
1,095,991

     Special Mention
 
61

 
24

 
2,857

 
1,795

 
4,912

 
4,109

 

 
13,758

     Substandard
 
1,257

 
127

 
1,406

 
4,287

 
4,573

 
21,203

 

 
32,853

          Total
 
$
50,922

 
$
209,016

 
$
183,020

 
$
214,536

 
$
188,511

 
$
296,597

 
$

 
$
1,142,602

Agricultural Loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Pass
 
$
32,007

 
$
79,071

 
$
11,469

 
$
3,914

 
$
1,732

 
$
4,780

 
$

 
$
132,973

     Special Mention
 
838

 
3,320

 
364

 

 
81

 
274

 

 
4,877

     Substandard
 
232

 
205

 
213

 
513

 

 
123

 

 
1,286

          Total
 
$
33,077

 
$
82,596

 
$
12,046

 
$
4,427

 
$
1,813

 
$
5,177

 
$

 
$
139,136

Commercial & Industrial Loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Pass
 
$
83,001

 
$
165,672

 
$
113,733

 
$
92,434

 
$
52,819

 
$
131,520

 
$

 
$
639,179

     Special Mention
 
10

 
33,495

 
257

 
241

 
2,054

 
4,984

 

 
41,041

     Substandard
 
329

 
2,339

 
463

 
1,475

 
430

 
3,855

 

 
8,891

          Total
 
$
83,340

 
$
201,506

 
$
114,453

 
$
94,150

 
$
55,303

 
$
140,359

 
$

 
$
689,111

Consumer Loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Pass
 
$
8,211

 
$
31,924

 
$
20,386

 
$
12,441

 
$
5,878

 
$
2,236

 
$

 
$
81,076

     Special Mention
 
27

 
68

 
50

 
10

 
57

 
22

 

 
234

     Substandard
 

 
47

 
184

 
185

 
179

 
199

 

 
794

          Total
 
$
8,238

 
$
32,039

 
$
20,620

 
$
12,636

 
$
6,114

 
$
2,457

 
$

 
$
82,104

Total Loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Pass
 
$
242,095

 
$
619,708

 
$
410,622

 
$
369,676

$

$
286,018

 
$
632,677

 
$
44,251

 
$
2,605,047

     Special Mention
 
1,365

 
40,559

 
8,161

 
3,101

 
8,839

 
14,777

 
256

 
77,058

     Substandard
 
1,874

 
3,242

 
5,200

 
9,288

 
7,266

 
34,085

 
1,238

 
62,193

          Total
 
$
245,334

 
$
663,509

 
$
423,983

 
$
382,065

 
$
302,123

 
$
681,539

 
$
45,745

 
$
2,744,298




25






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

December 31, 2019
Pass
 
Special Mention
 
Substandard
 
Total
Construction & land development
$
93,413

 
$
413

 
$
316

 
$
94,142

Agricultural real estate
231,227

 
6,902

 
2,112

 
240,241

1-4 Family residential property loans
314,999

 
5,743

 
15,685

 
336,427

Commercial real estate
1,103,543

 
14,156

 
31,951

 
1,149,650

Loans secured by real estate
1,743,182

 
27,214

 
50,064

 
1,820,460

Agricultural loans
129,811

 
3,862

 
2,451

 
136,124

Commercial & industrial loans
603,047

 
40,395

 
12,138

 
655,580

Consumer loans
82,117

 
140

 
926

 
83,183

Total loans
$
2,558,157

 
$
71,611

 
$
65,579

 
$
2,695,347



The following table presents the Company’s loan portfolio aging analysis at March 31, 2020 and December 31, 2019 (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
March 31, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction and land development
$

 
$

 
$

 
$

 
$
123,326

 
$
123,326

 
$

Agricultural real estate
841

 
476

 
213

 
1,530

 
241,361

 
242,891

 

1-4 Family residential properties
5,617

 
1,526

 
2,148

 
9,291

 
315,837

 
325,128

 

Multifamily residential properties

 
875

 

 
875

 
138,859

 
139,734

 

Commercial real estate
15,443

 
129

 
3,163

 
18,735

 
984,133

 
1,002,868

 

Loans secured by real estate
21,901

 
3,006

 
5,524

 
30,431

 
1,803,516

 
1,833,947

 

Agricultural loans
407

 
100

 
11

 
518

 
138,618

 
139,136

 

Commercial and industrial loans
1,631

 
562

 
5,358

 
7,551

 
558,238

 
565,789

 

Consumer loans
472

 
99

 
126

 
697

 
81,407

 
82,104

 

All other loans

 

 

 

 
123,322

 
123,322

 

Total loans
$
24,411

 
$
3,767

 
$
11,019

 
$
39,197

 
$
2,705,101

 
$
2,744,298

 
$

December 31, 2019
 

 
 

 
 

 
 

 
 

 
 

 
 

Construction and land development
$
235

 
$

 
$

 
$
235

 
$
93,907

 
$
94,142

 
$

Agricultural real estate
1,595

 

 
47

 
1,642

 
238,599

 
240,241

 

1-4 Family residential properties
3,834

 
2,288

 
4,713

 
10,835

 
325,592

 
336,427

 

Multifamily residential properties
1,348

 
46

 
1,131

 
2,525

 
151,423

 
153,948

 

Commercial real estate
602

 
495

 
2,241

 
3,338

 
992,364

 
995,702

 

Loans secured by real estate
7,614

 
2,829

 
8,132

 
18,575

 
1,801,885

 
1,820,460

 

Agricultural loans
300

 

 
307

 
607

 
135,517

 
136,124

 

Commercial and industrial loans
767

 
855

 
5,989

 
7,611

 
521,362

 
528,973

 

Consumer loans
454

 
196

 
150

 
800

 
82,383

 
83,183

 

All other loans

 

 

 

 
126,607

 
126,607

 

Total loans
$
9,135

 
$
3,880

 
$
14,578

 
$
27,593

 
$
2,667,754

 
$
2,695,347

 
$





26






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.
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.



27






The following tables present impaired loans as of March 31, 2020 and December 31, 2019 (in thousands):
 
March 31, 2020
 
December 31, 2019
 
Recorded
Balance
 
Unpaid Principal Balance
 
Specific Allowance
 
Recorded
Balance
 
Unpaid Principal Balance
 
Specific Allowance
Loans with a specific allowance:
 
 
 
 
 
 
 
 
 
 
 
Construction and land development
$
540

 
$
540

 
$
269

 
$
256

 
$
256

 
$

Agricultural real estate
150

 
150

 

 

 

 

1-4 Family residential properties
5,449

 
5,668

 
203

 
5,154

 
5,351

 
182

Multifamily residential properties
3,133

 
3,133

 
17

 
4,254

 
4,254

 
19

Commercial real estate
6,494

 
6,998

 
1,029

 
5,904

 
6,408

 
587

Loans secured by real estate
15,766

 
16,489

 
1,518

 
15,568

 
16,269

 
788

Agricultural loans
279

 
852

 

 
85

 
669

 
8

Commercial and industrial loans
4,205

 
6,182

 
312

 
7,653

 
8,789

 
301

Consumer loans
139

 
139

 
1

 
134

 
134

 
1

Total loans
$
20,389

 
$
23,662

 
$
1,831

 
$
23,440

 
$
25,861

 
$
1,098

Loans without a specific allowance:
 

 
 

 
 

 
 

 
 

 
 

Construction and land development
$
39

 
$
39

 
$

 
$
41

 
$
41

 
$

Agricultural real estate
419

 
419

 

 
479

 
479

 

1-4 Family residential properties
3,333

 
4,001

 

 
3,719

 
4,263

 

Multifamily residential properties
44

 
44

 

 

 

 

Commercial real estate
1,463

 
1,540

 

 
1,721

 
1,724

 

Loans secured by real estate
5,298

 
6,043

 

 
5,960

 
6,507

 

Agricultural loans
583

 
10

 

 
724

 
140

 

Commercial and industrial loans
914

 
3,076

 

 
916

 
3,065

 

Consumer loans
357

 
784

 

 
391

 
713

 

Total loans
$
7,152

 
$
9,913

 
$

 
$
7,991

 
$
10,425

 
$

Total loans:
 

 
 

 
 

 
 

 
 

 
 

Construction and land development
$
579

 
$
579

 
$
269

 
$
297

 
$
297

 
$

Agricultural real estate
569

 
569

 

 
479

 
479

 

1-4 Family residential properties
8,782

 
9,669

 
203

 
8,873

 
9,614

 
182

Multifamily residential properties
3,177

 
3,177

 
17

 
4,254

 
4,254

 
19

Commercial real estate
7,957

 
8,538

 
1,029

 
7,625

 
8,132

 
587

Loans secured by real estate
21,064

 
22,532

 
1,518

 
21,528

 
22,776

 
788

Agricultural loans
862

 
862

 

 
809

 
809

 
8

Commercial and industrial loans
5,119

 
9,258

 
312

 
8,569

 
11,854

 
301

Consumer loans
496

 
923

 
1

 
525

 
847

 
1

Total loans
$
27,541

 
$
33,575

 
$
1,831

 
$
31,431

 
$
36,286

 
$
1,098



28






The following tables present average recorded investment and interest income recognized on impaired loans for the three-month periods ended March 31, 2020 and 2019 (in thousands):
 
 
For the three months ended
 
March 31, 2020
 
March 31, 2019
 
Average Investment
in Impaired Loans
 
Interest Income Recognized
 
Average Investment
in Impaired Loans
 
Interest Income Recognized
Construction and land development
$
600

 
$
8

 
$
813

 
$

Agricultural real estate
1,202

 

 
1,239

 

1-4 Family residential properties
8,997

 
18

 
8,690

 
23

Multifamily residential properties
3,323

 
1

 
1,718

 

Commercial real estate
8,266

 
42

 
10,359

 
6

Loans secured by real estate
22,388

 
69

 
22,819

 
29

Agricultural loans
960

 

 
664

 

Commercial and industrial loans
7,402

 
2

 
6,698

 
1

Consumer loans
544

 

 
744

 

All other loans

 

 

 

Total loans
$
31,294

 
$
71

 
$
30,925

 
$
30


The amount of interest income recognized by the Company within the periods stated above was due to loans modified in troubled debt restructurings that remain on accrual status. The average balances of loans included in impaired loans at March 31, 2020 and 2019, were $2.7 million and 2.1 million, respectively.


Non Accrual Loans

The following table presents the amortized cost basis of loans on nonaccrual status and of nonaccrual loans individually evaluated for which no allowance was recorded as of March 31, 2020 and December 31, 2019 (in thousands). There were no loans past due over eighty-nine days that were still accruing.
 
March 31,
2020
 
December 31,
2019
 
Nonaccrual with no Allowance for Credit Loss
 
Nonaccrual
 
Nonaccrual
Construction and land development
$

 
$
39

 
$
41

Agricultural real estate
150

 
569

 
479

1-4 Family residential properties
3,478

 
7,416

 
7,379

Multifamily residential properties
2,260

 
3,104

 
3,137

Commercial real estate
1,273

 
4,351

 
4,351

Loans secured by real estate
7,161

 
15,479

 
15,387

Agricultural loans
812

 
822

 
769

Commercial and industrial loans
3,824

 
4,994

 
8,441

Consumer loans
125

 
492

 
521

Total loans
$
11,922

 
$
21,787

 
$
25,118



Interest income that would have been recorded under the original terms of such nonaccrual loans totaled $1,029,000 and $1,097,000 for the three months ended March 31, 2020 and 2019, respectively.



29






Acquired Loans

The Company acquired certain loans considered to be credit-impaired ("PCI") in its business combinations prior to the adoption of ASU 2016-13. 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 was included in the consolidated balance sheet amounts for Loans. The amount of these loans at December 31, 2019 was as follows (in thousands):
 
December 31,
2019
Construction and land development
$
256

Agricultural real estate

1-4 Family residential properties
371

Multifamily residential properties
2,077

Commercial real estate
2,247

Loans secured by real estate
4,951

Agricultural loans

Commercial and industrial loans

Consumer loans

 Carrying amount
4,951

Allowance for loan losses
(365
)
Carrying amount, net of allowance
$
4,586


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 result in a provision for loan and lease losses. Subsequent increases in expected cash flows 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 had a positive impact on interest income. As of December 31, 2019, subsequent changes in expected cash flows resulted in approximately $365,000 of provision recorded and approximately $1,229,000 of provision reversed.

Subsequent to adoption of ASU 2016-13 on January 1, 2020, loans acquired in a business combination that have experienced more-than-insignificant deterioration in credit quality since origination are considered PCD loans. At the acquisition date, an estimate of expected credit losses is made for groups of PCD loans with similar risk characteristics and individual PCD loans without similar risk characteristics. This initial allowance for credit losses is allocated to individual PCD loans and added to the purchase price or acquisition date fair values to establish the initial amortized cost basis of the PCD loans. As the initial allowance for credit losses is added to the purchase price, there is no credit loss expense recognized upon acquisition of a PCD loan. Any difference between the unpaid principal balance of PCD loans and the amortized cost basis is considered to relate to noncredit factors and results in a discount or premium. Discounts and premiums are recognized through interest income on a level-yield method over the life of the loans. All loans considered to be PCI prior to January 1, 2020 were converted to PCD on that date.

Troubled Debt Restructuring

The balance of troubled debt restructurings ("TDRs") at March 31, 2020 and December 31, 2019 was $5.6 million and $5.8 million, respectively.  There was $528,000 and $381,000 in specific reserves established with respect to these loans as of March 31, 2020 and December 31, 2019, 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.



30






The following table presents the Company’s recorded balance of troubled debt restructurings at March 31, 2020 and December 31, 2019 (in thousands).
Troubled debt restructurings:
March 31, 2020
 
December 31, 2019
1-4 Family residential properties
$
1,882

 
$
1,905

Commercial real estate
2,008

 
1,746

Loans secured by real estate
3,890

 
3,651

Agricultural loans
553

 
669

Commercial and industrial loans
1,017

 
1,349

Consumer loans
139

 
134

Total
$
5,599

 
$
5,803

Performing troubled debt restructurings:
 

 
 

1-4 Family residential properties
$
1,366

 
$
1,382

Commercial real estate
1,140

 
1,146

Loans secured by real estate
2,506

 
2,528

Agricultural Loans
41

 
40

Commercial and industrial loans
125

 
128

Consumer loans
4

 
5

Total
$
2,676

 
$
2,701



The following table presents loans modified as TDRs during the three months ended March 31, 2020 and 2019, as a result of various modified loan factors (in thousands). The change in the recorded investment from pre-modification to post-modification was not material.
 
March 31, 2020
 
March 31, 2019
 
Number of Modifications
 
Recorded Investment
 
Type of Modifications
 
Number of Modifications
 
Recorded Investment
 
Type of Modifications
1-4 Family residential properties

 
$

 

 
1

 
$
46

 
(b)(c)
Commercial real estate
1

 
305

 
(b)
 
1

 
483

 
(b)(c)
Loans secured by real estate
1

 
305

 
 
 
2

 
529

 
 
Commercial and industrial loans
1

 
7

 
(b)
 
2

 
72

 
(b)(c)
Consumer Loans
1

 
11

 
(b)
 
1

 
14

 
(b)(c)
Total
3

 
$
323

 
 
 
5

 
$
615

 
 

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


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 three months ended March 31, 2020. There were no loans modified as troubled debt restructuring during the prior twelve months that experienced defaults as of December 31, 2019.

The balance of real estate owned includes $2,784,000 and $3,644,000 of foreclosed real estate properties recorded as a result of obtaining physical possession of the property at March 31, 2020 and December 31, 2019, respectively. The recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure procedures are in process was $1,190,000 and $667,000 at March 31, 2020 and December 31, 2019, respectively.





31







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 March 31, 2020 and December 31, 2019 (in thousands):
 
March 31, 2020
 
December 31, 2019
 
Gross Carrying Value
 
Accumulated Amortization
 
Gross Carrying Value
 
Accumulated Amortization
Goodwill not subject to amortization (effective 1/1/02)
$
108,752

 
$
3,760

 
$
108,752

 
$
3,760

Intangibles from branch acquisition
3,015

 
3,015

 
3,015

 
3,015

Core deposit intangibles
32,355

 
18,589

 
32,355

 
17,746

Other intangibles
16,389

 
4,244

 
16,129

 
3,917

 
$
160,511

 
$
29,608

 
$
160,251

 
$
28,438



The Company has mortgage servicing rights acquired in previous acquisitions. The following table summarizes the activity pertaining to mortgage servicing rights included in intangible assets as of March 31, 2020, March 31, 2019 and December 31, 2019 (in thousands):
 
March 31, 2020
 
March 31, 2019
 
December 31, 2019
Beginning Balance
$
1,444

 
$
2,101

 
$
2,101

Mortgage servicing rights acquired during period

 

 

Mortgage servicing rights capitalized

 

 

Valuation reserve
(18
)
 

 
(380
)
Mortgage servicing rights amortized
(126
)
 
(58
)
 
(411
)
I/O Strip
(4
)
 

 
134

Ending Balance
$
1,296

 
$
2,043

 
$
1,444



Total amortization expense for the three months ended March 31, 2020 and 2019 was as follows (in thousands):
 
Three months ended March 31,
 
2020
 
2019
Core deposit intangibles
$
843

 
$
980

Customer list intangibles
326

 
318

Mortgage servicing rights
126

 
58

 
$
1,295

 
$
1,356




32






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 01/01/20-3/31/20
$
1,295

Estimated amortization expense:
 
     For period 4/01/20-12/31/20
3,674

     For year ended 12/31/20
4,285

     For year ended 12/31/21
3,919

     For year ended 12/31/22
3,498

     For year ended 12/31/23
2,946

     For year ended 12/31/24
2,633


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 $231.6 million at March 31, 2020, a increase of $23.5 million from $208.1 million at December 31, 2019. The increase during the first three months of 2020 was primarily due to changes in business cash flow needs. All of the transactions have overnight maturities with a weighted average rate of 0.12%.

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):
 
March 31, 2020
 
December 31, 2019
US Treasury securities and obligations of U.S. government corporations & agencies
$
36,437

 
$
77,333

Obligations of states and political subdivisions

 
2,375

Mortgage-backed securities: GSE: residential
194,144

 
128,401

Other Securities
1,068

 

Total
$
231,649

 
$
208,109




33






FHLB borrowings were $120 million and $114 million at March 31, 2020 and December 31, 2019, respectively. At March 31, 2020 the advances were as follows:

Advance
 
Term (in years)
 
Interest Rate
 
Maturity Date
$
5,000,000

 
4.0
 
1.79%
 
April 13, 2020
10,000,000

 
1.5
 
2.95%
 
May 29, 2020
5,000,000

 
2.0
 
2.75%
 
June 26, 2020
5,000,000

 
3.0
 
1.75%
 
July 31, 2020
5,000,000

 
6.0
 
2.30%
 
August 24, 2020
5,000,000

 
3.5
 
1.83%
 
February 1, 2021
5,000,000

 
5.0
 
1.85%
 
April 12, 2021
5,000,000

 
7.0
 
2.55%
 
October 1, 2021
5,000,000

 
5.0
 
2.71%
 
March 21, 2022
5,000,000

 
8.0
 
2.40%
 
January 9, 2023
5,000,000

 
3.5
 
1.51%
 
July 31, 2023
5,000,000

 
3.5
 
0.77%
 
September 11, 2023
10,000,000

 
5.0
 
1.45%
 
December 31, 2024
5,000,000

 
5.0
 
0.91%
 
March 10, 2025
5,000,000

 
10.0
 
1.14%
 
October 3, 2029
5,000,000

 
10.0
 
1.15%
 
October 3, 2029
5,000,000

 
10.0
 
1.12%
 
October 3, 2029
10,000,000

 
10.0
 
1.39%
 
December 31, 2029
15,000,000

 
10.0
 
1.41%
 
December 31, 2029




34






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.

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.



35






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 March 31, 2020 and December 31, 2019 (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)
March 31, 2020
 
 
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
56,689

 
$

 
$
56,689

 
$

Obligations of states and political subdivisions
163,502

 

 
162,712

 
790

Mortgage-backed securities
395,511

 

 
395,511

 

Other securities
2,099

 
146

 
1,953

 

Total available-for-sale securities
617,801

 
146

 
616,865

 
790

Derivative assets:
 
 
 
 
 
 
 
Interest rate swaps
1,002

 

 
1,002

 

 
$
618,803

 
$
146

 
$
617,867

 
$
790

Derivative liabilities:
 
 
 
 
 
 
 
Interest rate swaps
$
2,710

 
$

 
$
2,710

 
$

December 31, 2019
 
 
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
107,320

 
$

 
$
107,320

 
$

Obligations of states and political subdivisions
178,433

 

 
177,460

 
973

Mortgage-backed securities
396,126

 

 
396,126

 

Other securities
4,169

 
219

 
3,950

 

Total available-for-sale securities
$
686,048

 
$
219

 
$
684,856

 
$
973

Derivative liabilities:
 
 
 
 
 
 
 
Interest rate swaps
$
325

 
$

 
$
325

 
$




36






The change in fair value of assets measured on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2020 and 2019 is summarized as follows (in thousands):
 

 
 
Obligation of State and Political Subdivisions
 
 
Three months ended
 
 
March 31, 2020
 
March 31, 2019
Beginning balance
 
$
973

 
$
967

Transfers into Level 3
 

 

Transfers out of Level 3
 

 

Total gains or losses:
 
 
 
 
Included in net income
 
1

 
1

Included in other comprehensive income (loss)
 

 

Purchases, issuances, sales and settlements:
 
 
 
 
Purchases
 

 

Issuances
 

 

Sales
 
(184
)
 

Settlements
 

 

Ending balance
 
$
790

 
$
968

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
 
$

 
$



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 March 31, 2020 was $11,124,000 and a fair value of $9,514,000 resulting in specific loss exposures of $1,610,000.

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


37






carrying amount of other real estate owned as of March 31, 2020 was $2,784,000. Other real estate owned included in the total carrying amount and measured at fair value on a nonrecurring basis during the period amounted to $160,000.

Mortgage Servicing Rights. As of March 31, 2020, mortgage servicing rights had a carrying value of $1,564,000 and a fair value of $1,296,000 resulting in a valuation reserve of $268,000. 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 March 31, 2020 and December 31, 2019 (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)
March 31, 2020
 
 
 
 
 
 
 
Impaired loans (collateral dependent)
$
9,514

 
$

 
$

 
$
9,514

Foreclosed assets held for sale
160

 

 

 
160

Mortgage servicing rights
1,296

 

 

 
1,296

December 31, 2019
 

 
 

 
 

 
 

Impaired loans (collateral dependent)
$
12,727

 
$

 
$

 
$
12,727

Foreclosed assets held for sale
935

 

 

 
935

Mortgage servicing rights
1,444

 

 

 
1,444


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 March 31, 2020 and December 31, 2019 (in thousands).
March 31, 2020
Fair Value
 
Valuation Technique
 
Unobservable Inputs
 
Range (Weighted Average)
Impaired loans (collateral dependent)
$
9,514

 
Third party valuations
 
Discount to reflect realizable value
 
0
%
-
40%
(
20%
)
Foreclosed assets held for sale
160

 
Third party valuations
 
Discount to reflect realizable value less estimated selling costs
 
0
%
-
40%
(
35%
)
Mortgage servicing rights
1,296

 
Third party valuations
 
Discount to reflect realizable value
 
9.0
%
-
11.0%
(
9.1%
)
December 31, 2019
Fair Value
 
Valuation Technique
 
Unobservable Inputs
 
Range (Weighted Average)
Impaired loans (collateral dependent)
$
12,727

 
Third party valuations
 
Discount to reflect realizable value
 
0
%
-
40%
(
20%
)
Foreclosed assets held for sale
 
935

 
Third party valuations
 
Discount to reflect realizable value less estimated selling costs
 
0
%
-
40%
(
35%
)
Mortgage servicing rights
1,444

 
Third party valuations
 
Discount to reflect realizable value 
 
9.5
%
-
12.5%
(
9.7%
)



38






The following tables present estimated fair values of the Company’s financial instruments at March 31, 2020 and December 31, 2019 in accordance with ASC 825 (in thousands):
 
Carrying
Amount
 
Fair
Value
 
Level 1
 
Level 2
 
Level 3
March 31, 2020
 
 
 
 
 
 
 
 
 
Financial Assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
181,100

 
$
181,100

 
$
181,100

 
$

 
$

Federal funds sold
927

 
927

 
927

 

 

Certificates of deposit investments
4,380

 
4,380

 

 
4,380

 

Available-for-sale securities
617,801

 
617,801

 
146

 
616,865

 
790

Held-to-maturity securities
24,563

 
24,806

 

 
24,806

 

Loans held for sale
1,251

 
1,251

 

 
1,251

 

Loans net of allowance for loan losses
2,710,171

 
2,627,881

 

 

 
2,627,881

Interest receivable
15,422

 
15,422

 

 
15,422

 

Federal Reserve Bank stock
9,401

 
9,401

 

 
9,401

 

Federal Home Loan Bank stock
5,450

 
5,450

 

 
5,450

 

Financial Liabilities
 

 
 

 
 

 
 

 
 

Deposits
$
2,908,627

 
$
2,920,736

 
$

 
$
2,353,150

 
$
567,586

Securities sold under agreements to repurchase
231,649

 
231,699

 

 
231,699

 

Interest payable
2,029

 
2,029

 

 
2,029

 

Federal Home Loan Bank borrowings
119,921

 
124,463

 

 
124,463

 

Other borrowings
5,000

 
5,000

 

 
5,000

 

Junior subordinated debentures
18,900

 
14,632

 

 
14,632

 

December 31, 2019
 
 
 
 
 
 
 
 
 
Financial Assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
84,154

 
$
84,154

 
$
84,154

 
$

 
$

Federal funds sold
926

 
926

 
926

 

 

Certificates of deposit investments
4,625

 
4,625

 

 
4,625

 

Available-for-sale securities
686,048

 
686,048

 
219

 
684,856

 
973

Held-to-maturity securities
69,542

 
69,572

 

 
69,572

 

Loans held for sale
1,820

 
1,820

 

 
1,820

 

Loans net of allowance for loan losses
2,666,616

 
2,622,053

 

 

 
2,622,053

Interest receivable
15,577

 
15,577

 

 
15,577

 

Federal Reserve Bank stock
9,401

 
9,401

 

 
9,401

 

Federal Home Loan Bank stock
4,105

 
4,105

 

 
4,105

 

Financial Liabilities
 

 
 

 
 
 
 
 
 
Deposits
$
2,917,366

 
$
2,924,144

 
$

 
$
2,332,866

 
$
591,278

Securities sold under agreements to repurchase
208,109

 
208,016

 

 
208,016

 

Interest payable
2,261

 
2,261

 

 
2,261

 

Federal Home Loan Bank borrowings
113,895

 
114,510

 

 
114,510

 

Other borrowings
5,000

 
5,000

 
5,000

 

 

Junior subordinated debentures
18,858

 
15,596

 

 
15,596

 





39






Note 8 -- Leases

Effective January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). As of March 31, 2020, 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, the Company 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. The following table contains supplemental balance sheet information related to leases (dollars in thousands):
 
March 31, 2020
December 31, 2019
Operating lease right-of-use assets
$
16,542

$
17,006

Operating lease liabilities
16,568

17,007

Weighted-average remaining lease term
7.1 years

7.3 years

Weighted-average discount rate
3.08
%
3.07
%

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,
 
2020
$
2,476

2021
2,391

2022
2,099

2023
1,849

2024
1,407

Thereafter
9,085

Total lease payments
19,307

Less imputed interest
(2,739
)
Total lease liability
$
16,568




40






The components of lease expense for the three months ended March 31, 2020 and 2019 were as follows (in thousands):
 
Thee months ended March 31,
 
2020
 
2019
Operating lease cost
$
642

 
$
671

Short-term lease cost
46

 
23

Variable lease cost
169

 
224

Total lease cost
857

 
918

Income from subleases
(193
)
 
(248
)
Net lease cost
$
664

 
$
670


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):
 
March 31, 2020
 
March 31, 2019
Operating cash flows from operating leases
$
677

 
664



Note 9 -- 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.

Derivatives Designated as Hedging Instruments

The following table provides the outstanding notional balances and fair values of outstanding derivatives designated as hedging instruments as of March 31, 2020 and December 31, 2019 (in thousands):

 
 
Balance Sheet Location
 
Weighted Average Remaining Maturity (Years)
 
Notional Amount
 
Estimated Value
March 31, 2020
 
 
 
 
 
 
 
 
Fair Value Hedges:
 
 
 
 
 
 
 
 
Interest rate swap agreements
 
Other liabilities
 
9.1 years
 
$
14,694

 
$
(1,709
)
December 31, 2019
 

 

 

 

Fair Value Hedges:
 
 
 
 
 
 
 
 
Interest rate swap agreements
 
Other liabilities
 
9.3 years
 
$
14,748

 
$
(325
)



41






The effects of the fair value hedges on the Company's income statement during the three months ended March 31, 2020 were as follows (in thousands):
 
 
 
 
Three months ended March 31,
Derivative
 
Location of Gain (Loss) on Derivative
 
2020
2019
Interest rate swap agreements
 
Interest income on loans
 
$
(1,384
)

 
 
 
 
 
 
 
 
 
 
Three months ended March 31,
Derivative
 
Location of Gain (Loss) on Hedged Item
 
2020
2019
Interest rate swap agreements
 
Interest income on loans
 
$
1,384



As of March 31, 2020, the following amounts were recorded on the consolidated 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
 
 
$
12,985

 
 
 
$
1,709



Derivatives Not Designated as Hedging Instruments

The following amounts represent the notional amounts and gross fair value of derivative contracts not designated as hedging instruments outstanding during the three months ended March 31, 2020 (in thousands):

March 31, 2020
 
Balance Sheet Location
 
Weighted Average Remaining Maturity (Years)
 
Notional Amount
 
Estimated Value
Interest rate swap agreements
 
Other assets
 
9.2 years
 
$
31,490

 
$
1,002

Interest rate swap agreements
 
Other liabilities
 
9.2 years
 
$
31,490

 
$
(1,002
)





42






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-month periods ended March 31, 2020 and 2019.  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, planned schedules and COVID-19. 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, the severity, magnitude and duration of COVID-19 pandemic, the direct and indirect impact of such pandemic, including responses to the pandemic by the government, businesses customers' businesses, the disruption of global, national, state and local economies associated with the COVID-19 pandemic, which could affect the Company's liquidity and capital positions, impair the ability of the Company's borrowers to repay outstanding loans, impair collateral values, and further increase the allowance for credit losses, and the impact of the COVID-19 pandemic on the Company's financial results, including possible lost revenue and increased expenses (including cost of capital), as well as possible goodwill impairment charges. 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 2019 Annual Report on Form 10-K under the headings “Item 1. Business" and “Item 1A. Risk Factors."

COVID-19 Impact

The COVID-19 outbreak is an unprecedented event that provides significant economic uncertainty for a broad spectrum of industries. The spread of this outbreak has caused significant disruptions in the U.S. economy and some of these impacts will be long lasting. As it continues to evolve it is not clear when or how the pandemic-driven contraction will recover. Congress, the President, and the Federal Reserve have taken several actions designed to cushion the economic fallout. Most notably, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law at the end of March 2020 as a $2 trillion legislative package. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. Many of the CARES Act provisions, as well as other recent legislative and regulatory efforts, are expected to have a material impact on financial institutions. The Company's strong track record and revenue diversification provide a solid foundation for earnings and capital. The Company is focused on supporting its customers, communities and employees during this unique operating environment. Following is a description of the impact COVID-19 is having, actions taken as a result of COVID-19, and certain risks to the Company that COVID-19 creates or exacerbates, as well as management's outlook on the current COVID-19 situation.



43






Lending operations and accommodations to customers. In March 2020, First Mid Bank offered a 90-day commercial deferral program, primarily to hotel and restaurant borrowers. As of March 31, 2020, a total of $30.3 million was deferred. An additional 67 loans, totaling $98 million were deferred through April 17, 2020. In April 2020, First Mid Bank provided a 180-day residential mortgage deferral program to its customers. Through April 13, 2020, 37 customers, with balances totaling $3.9 million are participating in this program. In accordance with interagency guidance issued in March 2020, these short term deferrals are not considered troubled debt restructurings.

Beginning April 3, 2020, with the passage of the initial Paycheck Protection Program (“PPP”), administered by the Small Business Administration (“SBA”), the Company actively participated in assisting existing and new customers with applications for resources through the program. PPP loans have a two-year term and earn interest at 1%. The Company believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. As of April 17, 2020, the Company has processed and approved with the SBA 1,384 PPP loans totaling $234.9 million. It is the Company’s understanding that loans funded through the PPP program are fully guaranteed by the U.S. government and as such do not represent a credit risk.

Employees. The Company has a business continuity plan in place that was executed in March 2020. Approximately half of the Company's workforce have the ability to work remotely with secure connections. In addition, various preventative and personal hygiene measures, in accordance with CDC guidelines have been implemented. To protect and ensure the safety of employees, as well as customers, all branch locations were transitioned to drive-thru use only. The Company increased the number of available sick days to every employee impacted in anyway by COVID-19 and offered financial assistance for any employee with need.

Asset impairment. The Company does not believe that any impairment exists due to COVID-19 to goodwill and other intangible assets, long-lived assets, mortgage servicing rights ("MSRs"), right of use assets, or available-for-sale investment securities at this time. While certain valuation assumptions and judgements will change to account for COVID-19 related circumstances, the Company does not expect significant changes in methodology used to determine the fair value of assets in accordance with GAAP. It is uncertain whether prolonged effects of COVID-19 will result in future impairment charges related to any of these assets.

Capital and liquidity. The Company's and First Mid Bank's capital levels are higher today than during the Great Recession of 2008. The Company could absorb approximately $140 million of total loan losses before capital levels would fall below regulatory levels considered well-capitalized. In comparison, the Company's aggregate net charge offs over the last 20 years was $30.4 million. Current capital levels also support the Company's recent loan stress testing of the most vulnerable industry sectors impacted by COVID-19. The following table shows this loan sector detail.

The following table provides information related to some of the most vulnerable sectors:

Sector Detail ($ in thousands)
Balance
% of Loan Portfolio
Average LTV
Average DSCR
Retail
$
162,071

5.9%
52%
1.75x
(Merchandise $79.4 million)
 
 
 
 
Hotel
119,676

4.4%
61%
1.41x
(67% major chains)
 
 
 
 
Restaurant
70,141

2.6%
89%
2.02x
(79% franchise/drive-thru/limited service)
 
 
 
 
Oil Related
5,110

0.2%
54%
3.74x
($2.2 million production)
 
 
 
 

The Company maintains access to multiple sources of liquidity. Currently, the Company's total liquidity sources could provide $798.8 million of total available capacity as of March 31, 2020.



44






Management's outlook. The Company's current financial position is strong and the fundamental earning capabilities of its currently existing operations is solid. Due to the uncertain economic outlook related to the COVID-19 crisis and the potential for loan losses and other asset impairments, it is anticipated that reserve levels will remain elevated compared to recent historical trends. All processes, procedures and internal controls are expected to continue as outlined in existing applicable policies despite remote working status of many employees. While the Company does not currently anticipate any material changes or deficiencies to its capital or liquidity sources, uncertainties about duration and overall effects on the economy could result in more adverse effects than expected.


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 $9,999,000 and $13,316,000 for the three months ended March 31, 2020 and 2019, respectively. Diluted net income per common share was $0.60 and $0.80 for the three months ended March 31, 2020 and 2019.

The following table shows the Company’s annualized performance ratios for the three months ended March 31, 2020 and 2019, compared to the performance ratios for the year ended December 31, 2019:

 
Three months ended
 
Year ended
 
March 31,
2020
 
March 31,
2019
 
December 31,
2019
Return on average assets
1.05
%
 
1.38
%
 
1.25
%
Return on average common equity
7.48
%
 
11.02
%
 
9.49
%
Average equity to average assets
13.97
%
 
12.51
%
 
13.17
%

Total assets were $3.9 billion at March 31, 2020, compared to $3.8 billion as of December 31, 2019. From December 31, 2019 to March 31, 2020, cash and interest bearing deposits increased $97.0 million, net loan balances increased $43.6 million and investment securities decreased $113.2 million. Net loan balances were $2.71 billion at March 31, 2020 compared to $2.67 billion at December 31, 2019.

Net interest margin, on a tax equivalent basis, defined as net interest income divided by average interest-earning assets, was 3.51% for the three months ended March 31, 2020, down from 3.74% for the same period in 2019. This decrease was primarily due to lower yields on loans and investments. Net interest income before the provision for loan losses was $29.9 million compared to net interest income of $32.3 million for the same period in 2019. The decrease in net interest income was primarily due to the decrease in investment securities balances and lower yields on investments and loans.

Total non-interest income of $16.5 million increased $1.9 million or 12.8% from $14.6 million for the same period last year. Insurance commissions increased approximately $1.1 million, security gains of $531,000 were realized and other income increased $330,000 primarily due to fees received from derivative transactions.

Total non-interest expense of $27.7 million decreased $579,000 or 2.0% from $28.3 million for the same period last year. The decrease was primarily due to declines in occupancy and equipment expense, FDIC insurance expense, and ATM/debit card expense.



45






Following is a summary of the factors that contributed to the changes in net income (in thousands):
 
Change in Net Income
2020 versus 2019
 
 
Three months ended March 31,
Net interest income
 
$
(2,379
)
Provision for loan losses
 
(4,534
)
Other income, including securities transactions
 
1,871

Other expenses
 
579

Income taxes
 
1,146

Decrease in net income
 
$
(3,317
)


Credit quality is an area of importance to the Company. Total nonperforming loans were $24.5 million at March 31, 2020, compared to $26.0 million at March 31, 2019 and $27.8 million at December 31, 2019. See the discussion under the heading “Loan Quality and Allowance for Loan Losses” for a detailed explanation of these balances. Repossessed asset balances totaled $2.8 million at March 31, 2020 compared to $3.9 million at March 31, 2019 and $3.7 million at December 31, 2019. The Company’s provision for loan losses for the three months ended March 31, 2020 and 2019 was $5,481,000 and $947,000, respectively.  Total loans past due 30 days or more were 1.43% of loans at March 31, 2020 compared to 1.13% at March 31, 2019, and 1.02% of loans at December 31, 2019.  At March 31, 2020, 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 66.8% of the loan portfolio as of March 31, 2020 and 68.0% as of December 31, 2019.

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 March 31, 2020 and 2019 and December 31, 2019 was 15.05%, 13.55% and 14.79%, respectively. The Company’s total capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at March 31, 2020 and 2019 and December 31, 2019 was 16.13%, 14.45% and 15.74%, respectively. The increase in these ratios from December 31, 2018 was primarily due to net income added to retained earnings.

On March 27, 2020, the federal banking regulatory agencies, issued an interim final rule which provided an option to delay the estimated impact on regulatory capital of ASU 2016-13, which was effective January 1, 2020. The initial impact of adoption of ASU 2016-13 as well as 25% of the quarterly increases in the allowance for credit losses subsequent to adoption of ASU 2016-13 ("CECL adjustments") will be delayed for two years. After two years, the cumulative amount of these adjustments will be phased out of the regulatory capital calculation over a three year period, with 75% of the adjustments included in year three, 50% of the adjustments included in year four and 25% of the adjustments included in year five. After five years, the temporary delay of ASU 2016-13 adoption will be fully reversed. The Company has elected this option.
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 March 31, 2020 and 2019 were $596 million and $601 million, respectively.  




46






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.

On September 30, 2018, the Deposit Insurance Fund Reserve Ratio reached 1.36 percent. Because the reserve ratio exceeded 1.35 percent, two deposit insurance assessment changes occurred under the FDIC regulations:

Surcharges on large banks (total consolidated assets of less than $10 billion) ended; the last surcharge on large banks was collected on December 28, 2018.

Small banks (total consolidated assets of less than $10 billion) were awarded assessment credits for the portion of their assets that contributed to the growth in the reserve ratio from 1.15 percent to 1.35 percent, to be applied when the reserve ratio is at least 1.38 percent.

On August 20, 2019, the FDIC Board approved a Notice of Proposed Rulemaking which amended the Small Bank Credits regulation to permit credit usage when the reserve ratio is at least 1.35 percent (rather than 1.38%). Additionally, after eight quarters of credit usage, the FDIC would remit the remaining full nominal value to each bank. Eligible banks were notified in January 24, 2019 with preliminary estimate of their share of small bank assessment credits. First Mid Bank's Small Bank Credit was $931,853. A portion of the credit was applied to the second and third quarter assessments paid in 2019 and the fourth quarter assessment paid in 2020. The remaining credit of approximately $163,700 was applied to the Company's estimate of expense for the first quarter of 2020.

The Company expensed $93,000 and $268,000 for the assessment during the first three months of 2020 and 2019, respectively. 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 $11,000 during the first three months of 2019 for this assessment,


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. The Company made this election.



47






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.

On March 27, 2020, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency (the "agencies") issued and interim final rule ("IFR") that delays the estimated impact on regulatory capital stemming from the implementation of ASU 2016-13 for a transition period of up to five years ("CECL IFR"). The goal of the CECL IFR is to provide regulatory relief to banking organizations that are required to adopt ASU 2016-13 as of January 1, 2020 in order to allow them to better focus on support lending to credit-worthy households and businesses. The CECL IFR is calibrated to approximate the difference in allowances under ASU 2016-13 relative to the previous incurred loss methodology for the first two years of the transition period. The cumulative difference at the end of the second year of the transition period is then phased in to regulatory capital over a three-year transition period. A banking organization's five-year transition period under CECL IFR begins on the date it would have been required to adopt ASU 2016-13 under U.S. GAAP regardless of whether the banking organization uses the statutory relief offered under the CARES Act.

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 consolidated financial statements. The significant accounting policies of the Company are described in the footnotes to the consolidated financial statements included in the Company’s 2019 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.

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 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


48






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.

Allowance for Credit Losses - Held-to-Maturity Securities. Currently all of the Company's held-to-maturity securities are government agency-backed securities for which the risk of loss is minimal. Accordingly, the Company does not record an allowance for credit losses on held-to-maturity securities.

Loans. Loans are reported at amortized cost. Amortized cost is the principal balance outstanding, net of purchase discounts and premiums, fair value hedge accounting adjustments and deferred loan fees and costs. Accrued interest is reported separately and is included in interest receivable in the consolidated balance sheets.

Allowance for Credit Losses - Loans. The Company believes the allowance for credit losses for loans is the critical accounting policy that requires the most significant judgments and assumptions used in the preparation of its consolidated financial statements. The allowance for credit losses for loans represents the best estimate of losses inherent in the existing loan portfolio. 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 uses relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts.

The allowance for credit losses is measured on a collective (pool) basis for non-impaired loans with similar risk characteristics. Historical credit loss experience provides the basis for the estimate of expected credit losses. Adjustments to historical loss information are made for relevant factors to each pool including merger & acquisition activity, economic conditions, changes in policies, procedures & underwriting, and concentrations. The Company estimates the appropriate level of allowance for credit losses for impaired loans by evaluating them separately. A specific allowance is assigned to an impaired loan when expected cash flows or collateral are less than the carrying amount of the loan.

Allowance for Credit Losses - Off-Balance Sheet Credit Exposures. The Company estimates expected credit losses over the contractual period that the Company is exposed to credit risk via a contractual obligation to extend credit, unless the obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is included in other liabilities in the consolidated balance sheets.

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.

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.



49






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 consolidated 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, 2019 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.

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.



50






 
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 2020 and 2019 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 $520,000 and $548,000 for 2020 and 2019, respectively were 3.45% at March 31, 2020 and 3.68% at March 31, 2019.





51






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 months ended March 31, 2020 and 2019 in the following table (dollars in thousands):
 
 
Three months ended March 31, 2020
 
Three months ended March 31, 2019
 
Average
Balance
 
Interest
 
Average
Rate
 
Average
Balance
 
Interest
 
Average
Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits with other financial institutions
$
23,824

 
$
91

 
1.54
%
 
$
112,220

 
$
697

 
2.52
%
Federal funds sold
926

 
2

 
0.87
%
 
663

 
3

 
1.84
%
Certificates of deposit
5,064

 
31

 
2.46
%
 
7,348

 
38

 
2.10
%
Investment securities:
 

 
 

 
 

 
 

 
 

 
 

Taxable
543,799

 
3,339

 
2.46
%
 
582,290

 
3,811

 
2.62
%
Tax-exempt (1)
174,459

 
1,582

 
3.63
%
 
190,695

 
1,770

 
3.71
%
Loans net of unearned income (TE) (2)
2,703,051

 
30,215

 
4.50
%
 
2,622,816

 
32,280

 
4.99
%
Total earning assets
3,451,123

 
35,260

 
4.11
%
 
3,516,032

 
38,599

 
4.44
%
Cash and due from banks
93,283

 
 

 
 

 
64,329

 
 

 
 

Premises and equipment
59,476

 
 

 
 

 
59,192

 
 

 
 

Other assets
251,359

 
 

 
 

 
250,265

 
 

 
 

Allowance for loan losses
(29,990
)
 
 

 
 

 
(26,815
)
 
 

 
 

Total assets
$
3,825,251

 
 

 
 

 
$
3,863,003

 
 

 
 

Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
 
Interest-bearing deposits
 

 
 

 
 

 
 

 
 

 
 

Demand deposits
$
1,264,489

 
$
1,092

 
0.35
%
 
$
1,335,626

 
$
1,622

 
0.49
%
Savings deposits
435,480

 
119

 
0.11
%
 
436,581

 
152

 
0.14
%
Time deposits
570,132

 
2,650

 
1.87
%
 
620,377

 
2,604

 
1.70
%
          Total Interest Bearing Deposits
2,270,101

 
3,861

 
0.68
%
 
2,392,584

 
4,378

 
0.74
%
Securities sold under agreements to repurchase
202,693

 
194

 
0.38
%
 
182,466

 
260

 
0.58
%
FHLB advances
120,146

 
580

 
1.94
%
 
119,760

 
723

 
2.45
%
Fed Funds Purchased
2,110

 
10

 
1.91
%
 

 

 
%
Junior subordinated debt
18,873

 
218

 
4.65
%
 
29,014

 
438

 
6.12
%
Other debt
769

 
4

 
2.09
%
 
6,845

 

 
%
     Total borrowings
344,591

 
1,006

 
1.17
%
 
338,085

 
1,421

 
1.70
%
Total interest-bearing liabilities
2,614,692

 
4,867

 
0.75
%
 
2,730,669

 
5,799

 
0.86
%
Non interest-bearing demand deposits
628,588

 
 

 
0.60
%
 
605,296

 
 

 
0.70
%
Other liabilities
47,539

 
 

 
 

 
43,723

 
 

 
 

Stockholders' equity
534,432

 
 

 
 

 
483,315

 
 

 
 

Total liabilities & equity
$
3,825,251

 
 

 
 

 
$
3,863,003

 
 

 
 

Net interest income
 

 
$
30,393

 
 

 
 

 
$
32,800

 
 

Net interest spread
 

 
 

 
3.36
%
 
 

 
 

 
3.58
%
Impact of non-interest bearing funds
 

 
 

 
0.15
%
 
 

 
 

 
0.16
%
TE Net yield on interest- earning assets
 

 
 

 
3.51
%
 
 

 
 

 
3.74
%

(1) The tax-exempt income is shown 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.


52






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-months ended March 31, 2020, compared to the same period in 2019 (in thousands):
 
Three months ended March 31, 2020 compared to 2019
Increase / (Decrease)
 
Total
Change
 
Volume (1)
 
Rate (1)
Earning Assets:
 
 
 
 
 
Interest-bearing deposits
$
(606
)
 
$
(406
)
 
$
(200
)
Federal funds sold
(1
)
 
5

 
(6
)
Certificates of deposit investments
(7
)
 
(38
)
 
31

Investment securities:
 

 
 

 
 

Taxable
(472
)
 
(245
)
 
(227
)
Tax-exempt (2)
(188
)
 
(148
)
 
(40
)
Loans (2) (3)
(2,065
)
 
5,615

 
(7,680
)
Total interest income
(3,339
)
 
4,783

 
(8,122
)
Interest-Bearing Liabilities:
 

 
 

 
 

Interest-bearing deposits
 

 
 

 
 

Demand deposits
(530
)
 
(83
)
 
(447
)
Savings deposits
(33
)
 

 
(33
)
Time deposits
46

 
(923
)
 
969

Securities sold under agreements to repurchase
(66
)
 
161

 
(227
)
FHLB advances
(143
)
 
16

 
(159
)
Federal Funds Purchased
10

 
10

 

Junior subordinated debt
(220
)
 
(130
)
 
(90
)
Other debt
4

 

 
4

Total interest expense
(932
)
 
(949
)
 
17

Net interest income
$
(2,407
)
 
$
5,732

 
$
(8,139
)

(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 shown on a tax-equivalent basis.
(3) Nonaccrual loans have been included in the average balances.


The tax equivalent net interest income decreased $2.4 million, or 7.3%, to $30.4 million for the three months ended March 31, 2020, from $32.8 million for the same period in 2019. Net interest income decreased primarily due to a decline in investment balances and decrease in rates on investments and loans. The net interest margin decreased primarily due to a lower interest rates on loans and investments.

For the three months ended March 31, 2020, average earning assets decreased by $64.9 million, or 1.8%, and average interest-bearing liabilities decreased $116.0 million or 4.2%, compared with average balances for the same period in 2019.



53






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

Average interest-bearing deposits with other financial institutions decreased $88.4 million or 78.8%.
Average federal funds sold increased $0.3 million or 39.7%.
Average certificates of deposits investments decreased $2.3 million or 31.1%
Average loans increased by $80.2 million or 3.1%.
Average securities decreased by $54.7 million or 7.1%.
Average interest-bearing customer deposits decreased by $122.5 million or 5.1%.
Average securities sold under agreements to repurchase increased by $20.2 million or 11.1%.
Average borrowings and other debt decreased by $13.7 million or 8.8%.
Net interest margin decreased to 3.51% for the first three months of 2020 from 3.74% for the first three months of 2019.

Provision for Loan Losses

The provision for loan losses for the three months ended March 31, 2020 and 2019 was $5,481,000 and $947,000, respectively.  The increase in provision expense was primarily due to a one-time adjustment for the adoption of ASU 2016-13 $1.7 million and an increase in expected losses due to impacts of COVID-19. Net charge-offs were $1,188,000 for the three months ended March 31, 2020, compared to net charge offs of $432,000 for March 31, 2019.  Nonperforming loans were $24.5 million and $26.0 million as of March 31, 2020 and 2019, 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-months ended March 31, 2020 and 2019 (in thousands):
 
Three months ended March 31,
 
2020
 
2019
 
$ Change
Wealth management revenues
$
3,626

 
$
3,645

 
$
(19
)
Insurance commissions
6,621

 
5,555

 
1,066

Service charges
1,778

 
1,802

 
(24
)
Security gains, net
531

 
54

 
477

Mortgage banking revenue, net
308

 
239

 
69

ATM / debit card revenue
1,987

 
2,016

 
(29
)
Bank Owned Life Insurance
431

 
430

 
1

Other
1,228

 
898

 
330

Total other income
$
16,510

 
$
14,639

 
$
1,871


Following are explanations of the changes in these other income categories for the three months ended March 31, 2020 compared to the same period in 2019:

Wealth management revenues decreased $19,000 or 0.5% to $3,626,000 from $3,645,000 primarily due to decreases in market value.

Insurance commissions increased $1,066,000 or 19.2% to $6,621,000 from $5,555,000 primarily due to an increase in insurance activities and revenues.

Fees from service charges decreased $24,000 or 1.3% to $1,778,000 from $1,802,000 primarily due to a decrease in the number of deposit transactions.

The sale of securities during the three months ended March 31, 2020 resulted in net securities gains of $531,000 compared to $54,000 during the three months ended March 31, 2019.


54







Mortgage banking income increased $69,000 or 28.9% to $308,000 from $239,000. Loans sold balances were as follows:

$20.6 million (representing 151 loans) for the three months ended March 31, 2020
$12.4 million (representing 102 loans) for the three months ended March 31, 2019

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

Revenue from ATMs and debit cards decreased $29,000 or 1.4% to $1,987,000 from $2,016,000 primarily due to an decrease in electronic transactions.

Bank owned life insurance income increased $1,000 or 0.2%.

Other income increased $330,000 or 36.7% to $1,228,000 from $898,000 primarily due fee income received from derivatives transactions.

Other Expense

The following table sets forth the major components of other expense for the three-months ended March 31, 2020 and 2019 (in thousands):
 
Three months ended March 31,
 
2020
 
2019
 
$ Change
Salaries and employee benefits
$
16,500

 
$
16,574

 
$
(74
)
Net occupancy and equipment expense
4,242

 
4,455

 
(213
)
Net other real estate owned expense
(46
)
 
53

 
(99
)
FDIC insurance
93

 
279

 
(186
)
Amortization of intangible assets
1,295

 
1,356

 
(61
)
Stationery and supplies
268

 
287

 
(19
)
Legal and professional
1,398

 
1,194

 
204

Marketing and donations
481

 
454

 
27

ATM/debit card expense
605

 
803

 
(198
)
Other operating expenses
2,912

 
2,855

 
57

Total other expense
$
27,748

 
$
28,310

 
$
(562
)

Following are explanations for the changes in these other expense categories for the three months ended March 31, 2020 compared to the same period in 2019:

Salaries and employee benefits, the largest component of other expense, decreased $74,000 or 0.4% to $16,500,000 from $16,574,000.  The decrease is primarily due to a decrease in bonus accrual due to lower expected achievement, offset by increases for merit raises and applicable payroll taxes . There were 835 and 832 full-time equivalent employees at March 31, 2020 and 2019, respectively.

Occupancy and equipment expense decreased $213,000 or 4.8% to $4,242,000 from $4,455,000. The decrease was primarily due to decreases for various maintenance and repair expenses.

Net other real estate owned expense decreased $99,000 or 186.8% to $46,000 net gains from $53,000 net losses. The decrease in 2020 was primarily due to more gains on properties sold during 2020 than properties sold during 2019.

Expense for amortization of intangible assets decreased $61,000 or 4.5% to $1,295,000 from $1,356,000 for the three months ended March 31, 2020 and 2019, respectively. The decrease in 2020 was due to less amortization for core deposit intangibles and a decrease in the amount of mortgage servicing rights impairment reserve recorded.



55






Other operating expenses increased $57,000 or 2.0% to $2,912,000 in 2020 from $2,855,000 in 2019 primarily due to an increase in data processing costs offset by decreases in loan collection expenses and acquisition costs.

On a net basis, all other categories of operating expenses decreased $172,000 or 1.2% to $2,845,000 in 2020 from $3,017,000 in 2019.  The increase is primarily due an increase in legal and professional expenses offset by a Small Bank Assessment credit from the FDIC.

Income Taxes

Total income tax expense amounted to $3.2 million (24.1% effective tax rate) for the three months ended March 31, 2020, compared to $4.3 million (24.5% effective tax rate) for the same period in 2019.

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 2017.


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 March 31, 2020 and December 31, 2019 (dollars in thousands)

 
March 31, 2020
 
December 31, 2019
 
Amortized
Cost
 
Weighted
Average
Yield
 
Amortized
Cost
 
Weighted
Average
Yield
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
80,630

 
2.34
%
 
$
175,970

 
2.39
%
Obligations of states and political subdivisions
167,146

 
2.99
%
 
172,460

 
2.98
%
Mortgage-backed securities: GSE residential
385,194

 
2.51
%
 
391,307

 
2.79
%
Other securities
2,028

 
3.83
%
 
4,028

 
3.44
%
Total securities
$
634,998

 
2.62
%
 
$
743,765

 
2.83
%


At March 31, 2020, the Company’s investment portfolio decreased by $108.8 million from December 31, 2019 due to an increase in called securities following declines in interest rates. 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.



56






The table below presents the credit ratings as of March 31, 2020 for certain investment securities (in thousands):
 
Amortized Cost
 
Estimated Fair Value
 
Average Credit Rating of Fair Value at March 31, 2020 (1)
 
 
 
AAA
 
AA +/-
 
A +/-
 
BBB +/-
 
< BBB -
 
Not rated
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
56,067

 
$
56,689

 
$

 
$
56,689

 
$

 
$

 
$

 
$

Obligations of state and political subdivisions
167,146

 
163,502

 
16,372

 
105,653

 
40,302

 

 

 
1,175

Mortgage-backed securities (2)
385,194

 
395,511

 
1,039

 

 

 

 

 
394,472

Other securities
2,028

 
2,099

 

 

 

 

 

 
2,099

Total available-for-sale
$
610,435

 
$
617,801

 
$
17,411

 
$
162,342

 
$
40,302

 
$

 
$

 
$
397,746

Held-to-maturity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities and obligations of U.S. government corporations and agencies
$
24,563

 
$
24,806

 
$

 
$
24,806

 
$

 
$

 
$

 
$


(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.


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.


57






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.


Loans

The loan portfolio is the largest category of the Company’s earning assets.  The following table summarizes the composition of the loan portfolio at amortized cost, including loans held for sale, as of March 31, 2020 and December 31, 2019 (in thousands):
 
March 31, 2020
 
December 31, 2019
 
Amortized Cost
 
% Outstanding
Loans
 
Amortized Cost
 
% Outstanding
Loans
Construction and land development
$
123,326

 
4.5
%
 
$
94,142

 
3.5
%
Agricultural real estate
242,891

 
8.9
%
 
240,241

 
8.9
%
1-4 Family residential properties
325,128

 
11.8
%
 
336,427

 
12.5
%
Multifamily residential properties
139,734

 
5.1
%
 
153,948

 
5.7
%
Commercial real estate
1,002,868

 
36.5
%
 
995,702

 
36.9
%
Loans secured by real estate
1,833,947

 
66.8
%
 
1,820,460

 
67.5
%
Agricultural loans
139,136

 
5.1
%
 
136,124

 
5.1
%
Commercial and industrial loans
565,789

 
20.6
%
 
528,973

 
19.6
%
Consumer loans
82,104

 
3.0
%
 
83,183

 
3.1
%
All other loans
123,322

 
4.5
%
 
126,607

 
4.7
%
Total loans
$
2,744,298

 
100.0
%
 
$
2,695,347

 
100.0
%


Loan balances increased $49.0 million, or 1.82%. The balance of real estate loans held for sale, included in the balances shown above, amounted to $1.3 million and $1.8 million as of March 31, 2020 and December 31, 2019, 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.


58






The following table summarizes the loan portfolio geographically by branch region as of March 31, 2020 and December 31, 2019 (dollars in thousands):

 
March 31, 2020
 
December 31, 2019
 
Principal
balance
 
% Outstanding
Loans
 
Principal
balance
 
% Outstanding
loans
Central region
$
617,145

 
22.5
%
 
$
568,256

 
21.1
%
Sullivan region
391,171

 
14.3
%
 
404,169

 
15.0
%
Decatur region
615,351

 
22.4
%
 
602,716

 
22.3
%
Peoria region
448,509

 
16.3
%
 
443,526

 
16.5
%
Highland region
556,374

 
20.3
%
 
547,156

 
20.3
%
Southern region
115,748

 
4.2
%
 
129,524

 
4.8
%
Total all regions
$
2,744,298

 
100.0
%
 
$
2,695,347

 
100.0
%

Loans are geographically dispersed among these regions located in central and southwestern Illinois. While these regions have experienced some economic stress during 2020 and 2019, 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 March 31, 2020 and December 31, 2019, the Company did have industry loan concentrations in excess of 25% of total risk-based capital in the following industries (dollars in thousands):
 
March 31, 2020
 
December 31, 2019
 
Principal
balance
 
% Outstanding
Loans
 
Principal
balance
 
% Outstanding
Loans
Other grain farming
$
309,400

 
11.27
%
 
$
301,469

 
11.18
%
Lessors of non-residential buildings
294,577

 
10.73
%
 
300,611

 
11.15
%
Lessors of residential buildings & dwellings
280,895

 
10.24
%
 
284,378

 
10.55
%
Other gambling industries
123,420

 
4.50
%
 
90,429

 
3.36
%
Hotels and motels
119,676

 
4.36
%
 
120,735

 
4.48
%
Nursing care facilities (skilled nursing)
108,661

 
3.96
%
 
92,452

 
3.43
%


The concentration of nursing care facilities was less than 25% of total risk-based capital as of December 31, 2019 however is shown for comparative purposes. The Company had no further industry loan concentrations in excess of 25% of total risk-based capital.



59






The following table presents the balance of loans outstanding as of March 31, 2020, 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
$
39,619

 
$
39,093

 
$
44,614

 
$
123,326

Agricultural real estate
20,859

 
71,113

 
150,919

 
242,891

1-4 Family residential properties
19,064

 
66,368

 
239,696

 
325,128

Multifamily residential properties
16,960

 
82,118

 
40,656

 
139,734

Commercial real estate
91,691

 
423,473

 
487,704

 
1,002,868

Loans secured by real estate
188,193

 
682,165

 
963,589

 
1,833,947

Agricultural loans
104,047

 
30,666

 
4,423

 
139,136

Commercial and industrial loans
195,633

 
291,152

 
79,004

 
565,789

Consumer loans
4,887

 
62,524

 
14,693

 
82,104

All other loans
16,734

 
32,466

 
74,122

 
123,322

Total loans
$
509,494

 
$
1,098,973

 
$
1,135,831

 
$
2,744,298


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


As of March 31, 2020, loans with maturities over one year consisted of approximately $1.7 billion in fixed rate loans and approximately $575 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.
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.



60






The following table presents information concerning the aggregate amount of nonperforming loans and repossessed assets at March 31, 2020 and December 31, 2019 (in thousands):
 
March 31,
2020
 
December 31,
2019
Nonaccrual loans
$
21,787

 
$
25,118

Restructured loans which are performing in accordance with revised terms
2,676

 
2,700

Total nonperforming loans
24,463

 
27,818

Repossessed assets
2,843

 
3,720

Total nonperforming loans and repossessed assets
$
27,306

 
$
31,538

Nonperforming loans to loans, before allowance for loan losses
0.89
%
 
1.03
%
Nonperforming loans and repossessed assets to loans, before allowance for loan losses
1.00
%
 
1.17
%

The $3,331,000 decrease in nonaccrual loans during 2020 resulted from the net of $1,950,000 of loans put on nonaccrual status offset by $3,937,000 of loans becoming current or paid-off, $184,000 of loans transferred to other real estate and $1,160,000 of loans charged off. The following table summarizes the composition of nonaccrual loans (in thousands):
 
March 31, 2020
 
December 31, 2019
 
Balance
 
% of Total
 
Balance
 
% of Total
Construction and land development
$
39

 
0.2
%
 
$
41

 
0.2
%
Agricultural real estate
569

 
2.6
%
 
479

 
1.9
%
1-4 Family residential properties
7,416

 
34.0
%
 
7,379

 
29.3
%
Multifamily Residential properties
3,104

 
14.2
%
 
3,137

 
12.5
%
Commercial real estate
4,351

 
20.0
%
 
4,351

 
17.3
%
Loans secured by real estate
15,479

 
71.0
%
 
15,387

 
61.2
%
Agricultural loans
822

 
3.8
%
 
769

 
3.1
%
Commercial and industrial loans
4,994

 
22.9
%
 
8,441

 
33.6
%
Consumer loans
492

 
2.3
%
 
521

 
2.1
%
Total loans
$
21,787

 
100.0
%
 
$
25,118

 
100.0
%

Interest income that would have been reported if nonaccrual and restructured loans had been performing totaled $1,029,000 and $1,097,000 for the three months ended March 31, 2020 and 2019, respectively.

The $877,000 decrease in repossessed assets during the first three months of 2020 resulted from $201,000 of additional assets repossessed and $1,078,000 of repossessed assets sold. The following table summarizes the composition of repossessed assets (in thousands):
 
March 31, 2020
 
December 31, 2019
 
Balance
 
% of Total
 
Balance
 
% of Total
Construction and land development
$
1,769

 
62.2
%
 
$
1,826

 
49.1
%
1-4 family residential properties
61

 
2.1
%
 
1,024

 
27.6
%
Multi-family residential properties
64

 
2.3
%
 
64

 
1.7
%
Commercial real estate
890

 
31.3
%
 
730

 
19.6
%
Total real estate
2,784

 
97.9
%
 
3,644

 
98.0
%
Commercial & industrial loans

 
%
 
76

 
2.0
%
Consumer loans
59

 
2.1
%
 

 
%
Total repossessed collateral
$
2,843

 
100.0
%
 
$
3,720

 
100.0
%



61






Repossessed assets sold during the first three months of 2020 resulted in net gains of $162,000, of which $170,000 of net gains was related to real estate asset sales, $8,000 of net losses was related to other repossessed assets. Repossessed assets sold during the same period in 2019 resulted in net gains of $5,000, of which $6,000 of net losses was related to real estate asset sales and $11,000 of net gains was related to other repossessed assets.

Loan Quality and Allowance for Credit Losses

The allowance for credit 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 March 31, 2020, the Company’s loan portfolio included $381.6 million of loans to borrowers whose businesses are directly related to agriculture. Of this amount, $309.4 million was concentrated in other grain farming. Total loans to borrowers whose businesses are directly related to agriculture increased $5.2 million from $376.4 million at December 31, 2019 while loans concentrated in other grain farming increased $7.9 million from $301.5 million at December 31, 2019.  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 $119.7 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 $294.6 million of loans to lessors of non-residential buildings, $280.9 million of loans to lessors of residential buildings and dwellings, and $123.4 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.



62






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 credit losses as of March 31, 2020 and 2019, and of changes in the allowance for the three month periods ended March 31, 2020 and 2019, is as follows (dollars in thousands):

 
Three months ended March 31,
 
2020
 
2019
Average loans outstanding, net of unearned income
$
2,703,051

 
$
2,622,816

Allowance-December 31, 2019
26,911

 
26,189

Adjustment for Adoption of ASU 2013-16
1,672

 

Allowance - Beginning of period
28,583

 
26,189

Charge-offs:
 
 
 
1-4 Family Residential
196

 
130

Commercial Real Estate
84

 
56

Agricultural

 
9

Commercial & Industrial
972

 
104

Consumer
171

 
269

Total charge-offs
1,423

 
568

Recoveries:
 

 
 

1-4 Family Residential
62

 
8

Commercial Real Estate
5

 

Commercial & Industrial
23

 
28

Consumer
145

 
100

Total recoveries
235

 
136

Net charge-offs (recoveries)
1,188

 
432

Provision for loan losses
5,481

 
947

Allowance-end of period
$
32,876

 
$
26,704

Ratio of annualized net charge-offs to average loans
0.18
%
 
0.07
%
Ratio of allowance for credit losses to loans outstanding (at amortized cost)
1.20
%
 
1.03
%
Ratio of allowance for credit losses to nonperforming loans
134
%
 
103
%


The ratio of allowance for credit losses to loans outstanding was 1.20% as of March 31, 2020 compared to 1.03% as of March 31, 2019. The ratio of the allowance for credit losses to nonperforming loans is 134% as of March 31, 2020 compared to 103% as of March 31, 2019.  The increase in this ratio is primarily due to the increase in the allowance for credit losses at March 31, 2020 compared to March 31, 2019. This increase is primarily due to the impacts of COVID-19 on the operations and earnings of borrowers, as well as, increases in loan balances and net charge offs.

During the first three months of 2020, the Company had net charge-offs of $1,188,000 compared to net charge-offs of $432,000 in 2019. During the first three months of 2020, there was on significant charge off on one loan to a commercial borrower of $836,200. During the first three months of 2019, there were no significant charge offs.



63






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 three months ended March 31, 2020 and 2019 and for the year ended December 31, 2019 (dollars in thousands):

 
Three months ended March 31, 2020
 
Three months ended March 31, 2019
 
Year ended December 31, 2019
 
Average
Balance
 
Weighted
Average
Rate
 
Average
Balance
 
Weighted
Average
Rate
 
Average
Balance
 
Weighted
Average
Rate
Demand deposits:
 
 
 
 
 
 
 
 
 
 
 
Non-interest-bearing
$
628,588

 
%
 
$
605,296

 
%
 
$
608,106

 
%
Interest-bearing
1,264,489

 
0.35
%
 
1,335,626

 
0.49
%
 
1,303,814

 
0.50
%
Savings
435,480

 
0.11
%
 
436,581

 
0.14
%
 
437,549

 
0.13
%
Time deposits
570,132

 
1.86
%
 
620,377

 
1.70
%
 
630,369

 
1.88
%
Total average deposits
$
2,898,689

 
0.54
%
 
$
2,997,880

 
0.59
%
 
$
2,979,838

 
0.64
%


The following table sets forth the high and low month-end balances for the three months ended March 31, 2020 and 2019 and for the year ended December 31, 2019 (in thousands):
 
Three months ended March 31, 2020
 
Three months ended March 31, 2019
 
Year ended
December 31, 2019
High month-end balances of total deposits
$
2,932,973

 
$
3,046,213

 
$
3,046,212

Low month-end balances of total deposits
2,873,260

 
2,961,660

 
2,917,366



During the first three months of 2020, the average balance of deposits decreased by $81.1 million from the average balance for the year ended December 31, 2019. Average non-interest bearing deposits increased by $20.5 million, average interest-bearing balances decreased by $39.3 million, savings account balances decreased $2.1 million and balances of time deposits decreased $60.2 million.

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 March 31, 2020 and December 31, 2019 (in thousands):
 
March 31, 2020
 
December 31, 2019
3 months or less
$
105,158

 
$
81,910

Over 3 through 6 months
40,470

 
55,495

Over 6 through 12 months
85,461

 
95,725

Over 12 months
99,016

 
107,861

Total
$
330,105

 
$
340,991



64






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 March 31, 2020 and December 31, 2019 is presented below (dollars in thousands):

 
March 31, 2020
 
December 31, 2019
Securities sold under agreements to repurchase
$
231,649

 
$
208,109

Federal Home Loan Bank advances:
 

 
 

Fixed term – due in one year or less
44,921

 
39,000

Fixed term – due after one year
75,000

 
74,895

Other borrowings
 

 
 

     Fed funds

 
5,000

Debt due in one year or less
5,000

 

     Debt due after one year

 

Junior subordinated debentures
18,900

 
18,858

Total
$
375,470

 
$
345,862

Average interest rate at end of period
0.75
%
 
1.08
%
Maximum outstanding at any month-end:
 
 
 
Securities sold under agreements to repurchase
$
231,649

 
$
208,109

Federal Home Loan Bank advances:
 

 
 

FHLB-Overnight

 
25,000

Fixed term – due in one year or less
59,904

 
66,000

Fixed term – due after one year
75,000

 
74,895

Other borrowings
 

 
 

     Federal funds purchased
8,000

 
5,000

Debt due in one year or less
5,000

 

     Debt due after one year

 
6,549

Junior subordinated debentures
18,900

 
29,126

Averages for the period (YTD):
 

 
 

Securities sold under agreements to repurchase
$
202,693

 
$
169,437

Federal Home Loan Bank advances:
 

 
 
FHLB-overnight
7,363

 
7,148

Fixed term – due in one year or less
27,893

 
63,151

Fixed term – due after one year
84,890

 
39,331

Other borrowings
 

 
 

     Federal funds purchased
2,110

 
616

Loans due in one year or less
769

 

     Loans due after one year

 
1,825

Junior subordinated debentures
18,873

 
26,649

Total
$
344,591

 
$
308,157

Average interest rate during the period
1.17
%
 
1.66
%



65






Securities sold under agreements to repurchase increased $23.5 million during the first three months of 2020 primarily due to the cash flow needs of various customers. FHLB advances represent borrowings by First Mid Bank to economically fund loan demand.  At March 31, 2020 the fixed term advances consisted of $120 million as follows:

Advance
 
Term (in years)
 
Interest Rate
 
Maturity Date
$
5,000,000

 
4
 
1.79%
 
04/13/2020
10,000,000

 
1.5
 
2.95%
 
05/29/2020
5,000,000

 
2
 
2.75%
 
06/26/2020
5,000,000

 
3
 
1.75%
 
07/31/2020
5,000,000

 
6
 
2.3%
 
08/24/2020
5,000,000

 
3.5
 
1.83%
 
02/01/2021
5,000,000

 
5
 
1.85%
 
04/12/2021
5,000,000

 
7
 
2.55%
 
10/01/2021
5,000,000

 
5
 
2.71%
 
03/21/2022
5,000,000

 
8
 
2.4%
 
01/09/2023
5,000,000

 
3.5
 
1.51%
 
07/31/2023
5,000,000

 
3.5
 
0.77%
 
09/11/2023
10,000,000

 
5
 
1.45%
 
12/31/2024
5,000,000

 
5
 
0.91%
 
03/10/2025
5,000,000

 
10
 
1.14%
 
10/03/2029
5,000,000

 
10
 
1.15%
 
10/03/2029
5,000,000

 
10
 
1.12%
 
10/03/2029
10,000,000

 
10
 
1.39%
 
12/31/2029
15,000,000

 
10
 
1.41%
 
12/31/2029


The Company is party to a revolving credit agreement with The Northern Trust Company in the amount of $15 million. The balance on this line of credit was $5 million as of March 31, 2020. This loan was renewed on April 10, 2020 for one year as a revolving credit agreement. At the time of the renewal, the maximum available balance was increased to $15 million from $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 March 31, 2020 and 2019 and December 31, 2019.

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.



66






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, 2.34% and 3.49% at March 31, 2020 and December 31, 2019, respectively). The net proceeds to the Company were used for general corporate purposes, including the Company’s acquisition of Mansfield Bancorp, Inc. in 2006.

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 (2.59% and 3.74% at March 31, 2020 and December 31, 2019, 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 (2.44% and 3.59% at March 31, 2020 and December 31, 2019, 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.



67






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 March 31, 2020 (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
$
101,229

 
$

 
$

 
$

 
$

 
$

 
$
101,229

 
$
101,229

Certificates of deposit investments
1,685

 
980

 
1,715

 

 

 

 
4,380

 
4,380

Taxable investment securities
232,870

 
103,580

 
52,219

 
26,014

 
15,646

 
49,274

 
479,603

 
479,846

Nontaxable investment securities
21,182

 
21,900

 
14,755

 
16,304

 
18,146

 
70,474

 
162,761

 
162,761

Loans
1,110,682

 
510,139

 
388,739

 
292,781

 
321,233

 
120,724

 
2,744,298

 
2,662,008

Total
$
1,467,648


$
636,599


$
457,428


$
335,099


$
355,025


$
240,472


$
3,492,271


$
3,410,224

Interest-bearing liabilities:
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Savings and NOW accounts
$
322,426

 
$
111,544

 
$
111,544

 
$
111,544

 
$
111,544

 
$
500,783

 
$
1,269,385

 
$
1,269,385

Money market accounts
304,254

 
18,442

 
18,442

 
18,442

 
18,442

 
63,359

 
441,381

 
441,381

Other time deposits
386,706

 
108,403

 
33,922

 
13,917

 
12,457

 
72

 
555,477

 
567,586

Short-term borrowings/debt
236,649

 

 

 

 

 

 
236,649

 
236,659

Long-term borrowings/debt
53,821

 
15,000

 
5,000

 
10,000

 
15,000

 
40,000

 
138,821

 
139,095

Total
$
1,303,856

 
$
253,389

 
$
168,908

 
$
153,903

 
$
157,443

 
$
604,214

 
$
2,641,713

 
$
2,654,106

Rate sensitive assets – rate sensitive liabilities
$
163,792

 
$
383,210

 
$
288,520

 
$
181,196

 
$
197,582

 
$
(363,742
)
 
$
850,558

 
 

Cumulative GAP
163,792

 
547,002

 
835,522

 
1,016,718

 
1,214,300

 
850,558

 
 

 
 

Cumulative amounts as % of total Rate sensitive assets
4.7
%
 
11.0
%
 
8.3
%
 
5.2
%
 
5.7
%
 
(10.4
)%
 
 
 
 
Cumulative Ratio
4.7
%
 
15.7
%
 
23.9
%
 
29.1
%
 
34.8
%
 
24.4
 %
 
 
 
 


68







The static GAP analysis shows that at March 31, 2020, the Company was asset sensitive, on a cumulative basis, through the twelve-month time horizon. This indicates that future decreases 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 March 31, 2020, the Company’s stockholders' equity increased $6.4 million, or 1.2%, to $533 million from $527 million as of December 31, 2019. During the first three months of 2020, net income contributed $10.0 million to equity before the payment of dividends to stockholders. The change in market value of available-for-sale investment securities decreased stockholders' equity by $3.2 million, net of tax. No dividends were paid during the first quarter of 2020.

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 March 31, 2020 and December 31, 2019, the Company and First Mid Bank met all capital adequacy requirements.

As permitted by the interim final rule issued on March 27, 2020 by the federal banking regulatory agencies, the Company has elected the option to delay the estimated impact on regulatory capital of adopting ASU 2016-13, which was effective January 1, 2020. The initial impact of adoption of ASU 2016-13, as well as 25% of the quarterly increases in allowance for credit losses subsequent to adoption of ASU 2016-13 will be delayed for two years. After two years, the cumulative amount of these adjustments will be phased out of the regulatory capital calculation over a three year period, with 75% of the adjustments included in year three, 50% of the adjustments included in year four and 25% of the adjustments included in year five. After five years, the temporary delay of ASU 2016-13 adoption will be fully reversed.



69






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
March 31, 2020
 
 
 
 
 
 
 
 
 
 
 
Total Capital (to risk-weighted assets)
 
 
 
 
 
 
 
 
 
 
 
Company
$
460,430

 
16.13
%
 
$
300,082

 
> 10.50%
 
N/A

 
N/A
First Mid Bank
410,621

 
14.46

 
298,468

 
> 10.50
 
$
284,256

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

 
 

 
 

 
 
 
 

 
 
Company
429,465

 
15.05

 
242,924

 
> 8.50
 
N/A

 
N/A
First Mid Bank
379,656

 
13.37

 
241,617

 
> 8.50
 
227,405

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

 
 
 
 

 
 
Company
410,565

 
14.39

 
200,055

 
> 7.00
 
N/A

 
N/A
First Mid Bank
379,656

 
13.37

 
198,979

 
> 7.00
 
184,766

 
> 6.50
Tier 1 Capital (to average assets)
 

 
 

 
 

 
 
 
 

 
 
Company
429,465

 
11.59

 
148,166

 
> 4.00
 
N/A

 
N/A
First Mid Bank
379,656

 
10.31

 
147,351

 
> 4.00
 
184,189

 
> 5.00
December 31, 2019
 

 
 

 
 
 
 
 
 

 
 
Total Capital (to risk-weighted assets)
 

 
 

 
 

 
 
 
 

 
 
Company
$
444,305

 
15.74
%
 
$
296,378

 
> 10.50%
 
N/A

 
N/A
First Mid Bank
411,196

 
14.65

 
294,703

 
> 10.50
 
$
280,670

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

 
 
 
 

 
 
 
 

 
 
Company
417,394

 
14.79

 
239,925

 
> 8.50
 
N/A

 
N/A
First Mid Bank
384,285

 
13.69

 
238,569

 
> 8.50
 
224,536

 
> 8.00
Common Equity Tier 1 Capital (to risk-weighted assets)
 
 
 
 
 
 
 
 
Company
398,536

 
14.12

 
197,585

 
> 7.00
 
N/A

 
N/A
First Mid Bank
385,285

 
13.69

 
196,469

 
> 7.00
 
182,435

 
> 6.50
Tier 1 Capital (to average assets)
 

 
 

 
 

 
 
 
 

 
 
Company
417,395

 
11.20

 
149,044

 
> 4.00
 
N/A

 
N/A
First Mid Bank
384,285

 
10.37

 
148,268

 
> 4.00
 
185,335

 
> 5.00


The Company's risk-weighted assets, capital and capital ratios for March 31, 2020 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 March 31, 2020, 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.  





70






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, 2019.

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 25,200 and 25,950 restricted stock awards during 2019 and 2018, respectively and 16,950 and 16,200 as stock unit awards during 2020 and 2019, 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 March 31, 2020, 3,804 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. 

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 could have been repurchased. The 10b5-1 plan expired in early 2020, and there were no shares repurchased under this plan during 2020. During the quarter, the Company repurchased no shares. During 2019, the Company repurchased approximately $1.1 million in common stock, or 35,427 shares.  The Company has approximately $4.9 million in remaining capacity under its existing repurchase program.

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.  


71








Details of the Company's liquidity sources include:

First Mid Bank has $100 million available in overnight federal fund lines, including $30 million from First Horizon 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 March 31, 2020, 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 March 31, 2020, the excess collateral at the FHLB would support approximately $525.1 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 March 31, 2020, the Company had a revolving credit agreement in the amount of $15 million with The Northern Trust Company with an outstanding balance of $5 million and $10 million in available funds.  This loan was renewed on April 10, 2020 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 March 31, 2020 and 2019 and December 31, 2019.


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.

The following table summarizes significant contractual obligations and other commitments at March 31, 2020 (in thousands):
 
Total
 
Less than
1 year
 
1-3 years
 
3-5 years
 
More than
5 years
Time deposits
$
555,477

 
$
386,706

 
$
142,325

 
$
26,374

 
$
72

Debt
23,900

 
5,000

 

 

 
18,900

Other borrowings
351,570

 
266,645

 
19,925

 
25,000

 
40,000

Operating leases
19,319

 
2,608

 
4,400

 
3,227

 
9,084

Supplemental retirement
459

 
50

 
100

 
100

 
209

 
$
950,725

 
$
661,009

 
$
166,750

 
$
54,701

 
$
68,265



For the three months ended March 31, 2020, net cash of $16.6 million was provided by operating activities, $59.4 million was provided by investing activities, and $20.9 million was provided by financing activities. In total, cash and cash equivalents increased by $97.0 million since year-end 2019.





72






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 March 31, 2020 and December 31, 2019 were as follows (in thousands):
 
March 31, 2020
 
December 31, 2019
Unused commitments and lines of credit:
 
 
 
Commercial real estate
$
138,307

 
$
122,479

Commercial operating
312,397

 
308,393

Home equity
38,401

 
38,933

Other
96,124

 
103,912

Total
$
585,229

 
$
573,717

Standby letters of credit
$
11,022

 
$
11,535



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. The Company's deferred revenue under standby letters of credit was nominal.

The Company is also subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition of 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.



73






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, 2019.  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, 2019.



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.





74






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, 2019. In addition to the risk factors noted in the Company's Annual Report, the following should also be considered:

The ongoing COVID-19 pandemic and the measures intended to prevent its spread have had, and may continue to have a an adverse effect on the Company's operations, results of operations and financial condition, and the severity of these adverse effects depend on future developments which are highly uncertain and difficult to predict.

The global health concerns related to COVID-19 and government actions implemented to reduce the spread of the virus have had an adverse impact on the macroeconomic environment. COVID-19 has significantly increased economic uncertainty and reduced economic activity. The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place or total lock-down orders and business limitations and shutdowns. These measures have significantly contributed to rising unemployment and negatively impacted consumer and business spending. The United States government has taken steps to mitigate some of the more severe anticipated economic effects of the virus, including the passage of the CARES Act, but there is no assurance that these steps will be effective or achieve the desired positive economic results in a timely fashion. COVID-19 has impacted, and is likely to further adversely impact, the workforce and operations of the Company, and the operations of our borrowers, customers and business partners. In particular, we may experience financial losses due to a number of operational factors impacting us or our borrowers, customers or business partners, including but not limited to:

credit losses resulting from financial stress being experienced by our borrowers as a result of the outbreak and related governmental actions, particularly in the hospitality, energy, retail and restaurant industries, but across other industries as well;

declines in collateral values;

third party disruptions, including outages at network providers and other suppliers;

increased cyber and payment fraud risk, as cybercriminals attempt to profit from the disruption, given increased online and remote activity; and

operational failures due to changes in our normal business practices necessitated by the outbreak and related governmental actions.



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These factors may remain prevalent for a significant period of time and may continue to adversely affect the Company, results of operations and financial condition even after the COVID-19 outbreak has subsided. The extent to which the coronavirus outbreak impacts the Company’s operations, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, we may continue to experience adverse impacts to our business as a result of the virus’s global economic impact, including the availability of credit, adverse impacts on our liquidity and any recession that has occurred or may occur in the future. There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the outbreak is highly uncertain and subject to change. The full extent of the impacts on the Company’s operations or the global economy as a whole is not yet known. However, the effects could have a material impact on the Company’s results of operations and heighten other of our known risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019.

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
January 1, 2020 - January 31, 2020
0
 
$0.00
 
0
 
$

February 1, 2020 - February 29, 2020
0
 
$0.00
 
0
 
$

March 1, 2020 - March 31, 2020
0
 
$0.00
 
0
 
$

Total
0
 
$0.00
 
0
 
$

 
 
 
 
 
 
 
 
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 March 31, 2020, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at March 31, 2020 and December 31, 2019, (ii) the Consolidated Statements of Income for the three months ended March 31, 2020 and 2019, (iii) the Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019, 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:  May 4, 2020
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Joseph R. Dively
President and Chief Executive Officer


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Matthew K. Smith
Chief Financial Officer







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