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OLD SECOND BANCORP INC - Quarter Report: 2022 March (Form 10-Q)

Table of Contents

I

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For transition period from          to          

Commission File Number 000-10537

Graphic

(Exact name of Registrant as specified in its charter)

Delaware

36-3143493

(State or other jurisdiction

(I.R.S. Employer Identification Number)

of incorporation or organization)

37 South River Street, AuroraIllinois     60507

(Address of principal executive offices) (Zip Code)

(630) 892-0202

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes         No 

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

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

Large accelerated filerAccelerated filer

Non-accelerated filerSmaller reporting companyEmerging 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 Exchange Act Rule 12b-2).

Yes         No 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

OSBC

The Nasdaq Stock Market

As of May 5, 2022, the Registrant has 44,461,045 shares of common stock outstanding at $1.00 par value per share.

Table of Contents

OLD SECOND BANCORP, INC.

Form 10-Q Quarterly Report

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

PART I

Page Number

Item 1.

Financial Statements

4

Item 2.

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

38

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

58

Item 4.

Controls and Procedures

59

PART II

Item 1.

Legal Proceedings

60

Item 1.A.

Risk Factors

60

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

60

Item 3.

Defaults Upon Senior Securities

60

Item 4.

Mine Safety Disclosure

60

Item 5.

Other Information

60

Item 6.

Exhibits

61

Signatures

62

2

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report and other publicly available documents of the Company contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, including, but not limited to, management’s expectations regarding future plans, strategies and financial performance, including regulatory developments, industry and economic trends and estimates and assumptions underlying accounting policies.  Forward-looking statements are based on our current beliefs, expectations and assumptions and on information currently available and, can be identified by the use of words such as “expects,” “intends,” “believes,” “may,” “will,” “would,” “could,” “should,” “plan,” “anticipate,” “estimate,” “possible,” “likely” or the negative thereof as well as other similar words and expressions of the future. Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict as to timing, extent, likelihood and degree of occurrence, which could cause our actual results to differ materially from those anticipated in or by such statements. Potential risks and uncertainties include, but are not limited to, the following:

our ability to execute our growth strategy;
the continuing impact of COVID-19 and its variants on our business, including the impact of the actions taken by governmental authorities to try and contain the virus or address the impact of the virus on the United States economy and the resulting effect of these items on our operations, liquidity and capital position, and on the financial condition of our borrowers and other customers;
negative economic conditions, including inflation, that may adversely affect the economy, real estate values, the job market and other factors nationally and in our market area, in each case that may affect our liquidity and the performance of our loan portfolio;
risks with respect to our ability to successfully expand and integrate businesses and operations that we acquire, such as the recent acquisition of West Suburban Bancorp, Inc., as well our ability to identify and complete future mergers or acquisitions;
the financial success and viability of the borrowers of our commercial loans;
changes in U.S. monetary policy, the level and volatility of interest rates, the capital markets and other market conditions that may affect, among other things, our liquidity and the value of our assets and liabilities;
the transition away from LIBOR to an alternative reference rate;
competitive pressures from other financial service businesses and from nontraditional financial technology (“FinTech”) companies;
any negative perception of our reputation or financial strength;
our ability to raise additional capital on acceptable terms when needed;
our ability to raise cost-effective funding to support business plans when needed;
our ability to use technology to provide products and services that will satisfy customer demands and create efficiencies in operations;
adverse effects on our information technology systems resulting from system failures, human error or cyberattacks;
adverse effects of failures by our vendors to provide agreed upon services in the manner and at the cost agreed, particularly our information technology vendors and those vendors performing a service on the Company’s behalf;
the impact of any claims or legal actions, including any effect on our reputation;
losses incurred in connection with repurchases and indemnification payments related to mortgages;
the soundness of other financial institutions and other counter-party risk;
changes in accounting standards, rules and interpretations and the related impact on our financial statements, including assumptions surrounding the ongoing impact of our adoption of the Current Expected Credit Losses (“ CECL”) model, which are subject to change based on a number of factors including changes in our macroeconomic forecasts, credit quality, loan composition and other factors;
our ability to receive dividends from our subsidiaries;
a decrease in our regulatory capital ratios or negative changes in our capital position;
adverse federal or state tax assessments, or changes in tax laws or policies;
risks associated with actual or potential litigation or investigations by customers, regulatory agencies or others;
legislative or regulatory changes, particularly changes in regulation of financial services companies;
increased costs of compliance, heightened regulatory capital requirements and other risks associated with changes in regulation and the current regulatory environment, including  changes as a result of the current presidential administration and Democratic control of Congress;
the adverse effects of events beyond our control that may have a destabilizing effect on financial markets and the economy, such as epidemics and pandemics (including COVID-19), war or terrorist activities, such as the war in Ukraine, essential utility outages, deterioration in the global economy, instability in the credit markets, disruptions in our customers’ supply chains or disruption in transportation;
changes in trade policy and any related tariffs; and
each of the factors and risks under the heading “Risk Factors” in our 2021 Annual Report on Form 10-K and in subsequent filings we make with the SEC.

Because the Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain, there can be no assurances that future actual results will correspond to any forward-looking statements and you should not rely on any forward-looking statements.  Additionally, all statements in this Form 10-Q, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events, except as required by applicable law.

3

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Old Second Bancorp, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share data)

(unaudited)

March 31, 

December 31, 

    

2022

    

2021

Assets

Cash and due from banks

$

41,511

$

38,565

Interest earning deposits with financial institutions

593,166

713,542

Cash and cash equivalents

634,677

752,107

Securities available-for-sale, at fair value

1,816,450

1,692,488

Federal Home Loan Bank Chicago ("FHLBC") and Federal Reserve Bank Chicago ("FRBC") stock

21,974

13,257

Loans held-for-sale

8,075

4,737

Loans

3,402,370

3,421,948

Less: allowance for credit losses on loans

44,308

44,281

Net loans

3,358,062

3,377,667

Premises and equipment, net

86,156

88,005

Other real estate owned

2,374

2,356

Mortgage servicing rights, at fair value

10,376

7,097

Goodwill

86,332

86,332

Core deposit intangible

15,639

16,304

Bank-owned life insurance ("BOLI")

105,424

105,300

Deferred tax assets, net

22,628

6,100

Other assets

55,579

60,439

Total assets

$

6,223,746

$

6,212,189

Liabilities

Deposits:

Noninterest bearing demand

$

1,461,712

$

1,428,055

Interest bearing:

Savings, NOW, and money market

3,605,457

3,534,367

Time

477,556

503,810

Total deposits

5,544,725

5,466,232

Securities sold under repurchase agreements

33,521

50,337

Junior subordinated debentures

25,773

25,773

Subordinated debentures

59,233

59,212

Senior notes

44,506

44,480

Notes payable and other borrowings

17,992

19,074

Other liabilities

31,678

45,054

Total liabilities

5,757,428

5,710,162

Stockholders’ Equity

Common stock

44,705

44,705

Additional paid-in capital

203,190

202,443

Retained earnings

261,807

252,011

Accumulated other comprehensive (loss) income

(37,484)

8,768

Treasury stock

(5,900)

(5,900)

Total stockholders’ equity

466,318

502,027

Total liabilities and stockholders’ equity

$

6,223,746

$

6,212,189

March 31, 2022

December 31, 2021

Common

Common

Stock

    

Stock

Par value

$

1.00

$

1.00

Shares authorized

60,000,000

60,000,000

Shares issued

44,705,150

44,705,150

Shares outstanding

44,461,045

44,461,045

Treasury shares

244,105

244,105

See accompanying notes to consolidated financial statements.

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Old Second Bancorp, Inc. and Subsidiaries

Consolidated Statements of Income

(In thousands, except per share data)

(unaudited)

Three Months Ended March 31, 

    

2022

    

2021

    

Interest and dividend income

Loans, including fees

$

36,376

$

22,207

Loans held-for-sale

57

55

Securities:

Taxable

5,047

1,615

Tax exempt

1,433

1,307

Dividends from FHLBC and FRBC stock

153

115

Interest bearing deposits with financial institutions

269

92

Total interest and dividend income

43,335

25,391

Interest expense

Savings, NOW, and money market deposits

397

241

Time deposits

277

500

Securities sold under repurchase agreements

11

31

Junior subordinated debentures

280

280

Subordinated debentures

546

-

Senior notes

485

673

Notes payable and other borrowings

103

123

Total interest expense

2,099

1,848

Net interest and dividend income

41,236

23,543

Release of credit losses

-

(3,000)

Net interest and dividend income after release of credit losses

41,236

26,543

Noninterest income

Wealth management

2,698

2,151

Service charges on deposits

2,090

1,195

Secondary mortgage fees

139

322

Mortgage servicing rights mark to market gain

2,978

1,113

Mortgage servicing income

518

567

Net gain on sales of mortgage loans

1,495

3,721

Change in cash surrender value of BOLI

124

334

Card related income

2,550

1,447

Other income

901

450

Total noninterest income

13,493

11,300

Noninterest expense

Salaries and employee benefits

19,967

13,506

Occupancy, furniture and equipment

3,733

2,467

Computer and data processing

6,228

1,298

FDIC insurance

410

201

General bank insurance

315

276

Amortization of core deposit intangible

665

120

Advertising expense

182

60

Card related expense

534

593

Legal fees

294

55

Consulting & management fees

605

416

Other real estate (gain) expense, net

(12)

36

Other expense

5,365

2,710

Total noninterest expense

38,286

21,738

Income before income taxes

16,443

16,105

Provision for income taxes

4,423

4,226

Net income

$

12,020

$

11,879

Basic earnings per share

$

0.27

$

0.41

Diluted earnings per share

0.27

0.40

Dividends declared per share

0.05

0.01

See accompanying notes to consolidated financial statements.

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Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Consolidated Statements of Comprehensive (Loss) Income

(In thousands)

(unaudited)

Three Months Ended March 31, 

    

2022

    

2021

    

Net Income

$

12,020

$

11,879

Unrealized holding losses on available-for-sale securities arising during the period

(64,829)

(4,813)

Related tax benefit

18,153

1,371

Holding losses, after tax, on available-for-sale securities

(46,676)

(3,442)

Less: Reclassification adjustment for the net gains (losses) realized during the period

Net realized gains (losses)

-

-

Related tax benefit (expense)

-

-

Net realized gains (losses) after tax

-

-

Other comprehensive loss on available-for-sale securities

(46,676)

(3,442)

Changes in fair value of derivatives used for cash flow hedges

589

2,703

Related tax expense

(165)

(757)

Other comprehensive income on cash flow hedges

424

1,946

Total other comprehensive loss

(46,252)

(1,496)

Total comprehensive (loss) income

$

(34,232)

$

10,383

Accumulated

Accumulated

Total

Unrealized Gain

Unrealized Gain

Accumulated Other

(Loss) on Securities

(Loss) on Derivative

Comprehensive

(unaudited)

Available-for -Sale

Instruments

Income/(Loss)

For the Three Months Ended

Balance, December 31, 2020

$

17,413

$

(2,651)

$

14,762

Other comprehensive (loss) income, net of tax

(3,442)

1,946

(1,496)

Balance, March 31, 2021

$

13,971

$

(705)

$

13,266

Balance, December 31, 2021

$

11,139

$

(2,371)

$

8,768

Other comprehensive (loss) income, net of tax

(46,676)

424

(46,252)

Balance, March 31, 2022

$

(35,537)

$

(1,947)

$

(37,484)

See accompanying notes to consolidated financial statements.

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Old Second Bancorp, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

Three Months Ended March 31, 

2022

    

2021

    

Cash flows from operating activities

Net income

$

12,020

$

11,879

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

Net premium / discount amortization on securities

1,809

534

Release of provision for credit losses

-

(3,000)

Originations of loans held-for-sale

(32,739)

(78,284)

Proceeds from sales of loans held-for-sale

30,791

85,914

Net gains on sales of mortgage loans

(1,495)

(3,721)

Mortgage servicing rights mark to market loss

(2,978)

(1,113)

Net accretion of discount on loans

(2,382)

(520)

Net change in cash surrender value of BOLI

(124)

(334)

Net gains on sale of other real estate owned

(49)

(20)

Provision for other real estate owned valuation losses

-

6

Depreciation of fixed assets and amortization of leasehold improvements

1,086

765

Amortization of core deposit intangibles

665

120

Change in current income taxes receivable

2,955

3,557

Deferred tax expense (benefit)

1,458

668

Change in accrued interest receivable and other assets

902

2,200

Accretion of purchase accounting adjustment on time deposits

(424)

-

Amortization of senior and subordinated debentures issuance costs

47

26

Change in accrued interest payable and other liabilities

(12,011)

(3,401)

Stock based compensation

747

114

Net cash provided by operating activities

278

15,390

Cash flows from investing activities

Proceeds from maturities and calls, including pay down of securities available-for-sale

75,650

7,259

Purchases of securities available-for-sale

(266,250)

(109,708)

Purchases of FHLBC/FRBC stock

(8,717)

-

Net change in loans

21,900

75,858

Proceeds from sales of other real estate owned, net of participations and improvements

118

325

Proceeds from disposition of fixed assets

1,250

-

Net purchases of premises and equipment

(487)

(343)

Net cash used in investing activities

(176,536)

(26,609)

Cash flows from financing activities

Net change in deposits

78,917

119,469

Net change in securities sold under repurchase agreements

(16,816)

10,341

Repayment of term note

(1,000)

(1,000)

Net change in notes payable and other borrowings, excluding term note

(81)

(78)

Dividends paid on common stock

(2,192)

(293)

Purchase of treasury stock

-

(6,178)

Net cash provided by financing activities

58,828

122,261

Net change in cash and cash equivalents

(117,430)

111,042

Cash and cash equivalents at beginning of period

752,107

329,903

Cash and cash equivalents at end of period

$

634,677

$

440,945

See accompanying notes to consolidated financial statements.

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Old Second Bancorp, Inc. and Subsidiaries

Consolidated Statements of Changes in

Stockholders’ Equity

(In thousands)

Accumulated

Additional

Other

Total

(unaudited)

Common

Paid-In

Retained

Comprehensive

Treasury

Stockholders’

    

Stock

    

Capital

    

Earnings

    

Income (Loss)

    

Stock

    

Equity

For the Three Months Ended

Balance, December 31, 2020

$

34,957

$

122,212

$

236,579

$

14,762

$

(101,423)

$

307,087

Net income

11,879

11,879

Other comprehensive loss, net of tax

(1,496)

(1,496)

Dividends declared and paid, ($0.01 per share)

(293)

(293)

Vesting of restricted stock

(2,251)

2,251

-

Stock based compensation

114

114

Purchase of treasury stock from taxes withheld on stock awards

(577)

(577)

Purchase of treasury stock from stock repurchase program

(5,601)

(5,601)

Balance, March 31, 2021

$

34,957

$

120,075

$

248,165

$

13,266

$

(105,350)

$

311,113

Balance, December 31, 2021

$

44,705

$

202,443

$

252,011

$

8,768

$

(5,900)

$

502,027

Net income

12,020

12,020

Other comprehensive loss, net of tax

(46,252)

(46,252)

Dividends declared and paid, ($0.05 per share)

(2,224)

(2,224)

Stock based compensation

747

747

Balance, March 31, 2022

$

44,705

$

203,190

$

261,807

$

(37,484)

$

(5,900)

$

466,318

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Note 1 – Basis of Presentation and Changes in Significant Accounting Policies

The accounting policies followed in the preparation of the interim consolidated financial statements are consistent with those used in the preparation of the annual financial information.  The interim consolidated financial statements reflect all normal and recurring adjustments that are necessary, in the opinion of management, for a fair statement of results for the interim period presented.  Results for the period ended March 31, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.  These interim consolidated financial statements are unaudited and should be read in conjunction with the audited financial statements and notes included in Old Second Bancorp, Inc.’s (the “Company”) annual report on Form 10-K for the year ended December 31, 2021.  Unless otherwise indicated, dollar amounts in the tables contained in the notes to the consolidated financial statements are in thousands.  Certain items in prior periods have been reclassified to conform to the current presentation.

The Company’s consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and follow general practices within the banking industry.  Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes.  These estimates, assumptions, and judgments are based on information available as of the date of the consolidated financial statements.  Future changes in information may affect these estimates, assumptions, and judgments, which, in turn, may affect amounts reported in the consolidated financial statements.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” and Note 1 – Summary of Significant Accounting Policies, both found in our Annual Report on Form 10-K for the year ended December 31, 2021, for further discussion of our Allowance for Credit Losses methodology, which now implements Accounting Standards Update (ASU) No. 2016-13, “Financial Instruments – Measurement of Credit Losses on Financial Instruments (Topic 326),” also known as Current Expected Credit Losses, or CECL.  ASU 2016-13, which is considered a critical accounting estimate, is effective for financial statements issued for fiscal years beginning after December 15, 2019, and was adopted as of January 1, 2020, by the Company.

Recent Accounting Pronouncements

The following is a summary of recent accounting pronouncements that have impacted or could potentially affect the Company:  

ASU 2018-16, ASU 2020-04 and ASU 2021-01 - In October 2018, the Financial Standards Board, or FASB, issued ASU No. 2018-16 “Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting.”  ASU 2018-16 adds the SOFR overnight index swap rate to the list of United States (U.S.) benchmark rates eligible for hedge accounting purposes, which is the fourth rate permissible to be used as a U.S. benchmark rate.  This guidance is effective for annual and interim periods beginning after December 15, 2018, and we do not expect this guidance to have a material impact on the financial condition or liquidity of the Company. ASU 2020-04 and ASU 2021-01 Reference Rate Reform (Topic 848) were issued on March 12, 2020 and January 7, 2021, respectively, and each provide further guidance on optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships due to the discontinuation of LIBOR.  In addition, on March 5, 2021, the International Swaps and Derivatives Association (“ISDA”) issued a statement with an “Index Cessation Event Announcement,” which confirmed the extension of the cessation of LIBOR-referenced rates from December 31, 2021, to June 30, 2023, for certain rate tenors.

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

The Company formed a LIBOR transition team in 2019, and has developed a project plan to assess the use of alternative indexes and to seek to ensure all financial instruments that reference LIBOR are identified, quantified, and researched for the LIBOR fallback language available or needed.  The Company has completed the ISDA protocol adherence for LIBOR fallback language for all commercial swaps, has met with our commercial loan clients to also guide their swap fallback language adherence, and worked to revise all credit documents being issued by our Bank for new loans to ensure appropriate fallback language is included.  We have discontinued the use of LIBOR as a reference rate for all consumer loans issued after July 31, 2021, and all commercial loans issued after December 31, 2021, with certain exceptions for those loans that were in the process of funding at the end of 2021. The Company’s systems have been updated to handle multiple SOFR-based indexes and we continue to meet regularly to plan for the transition of existing LIBOR exposures prior to the final LIBOR cessation date of June 30, 2023.

ASU 2022-02 – On March 31, 2022, the FASB issued ASU 2022-02 “Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.”  ASU 2022-02 is effective for any entities that have adopted CECL, and is effective for fiscal years beginning after December 15, 2022, including interim periods within those years.  The amendments eliminate certain troubled debt restructuring (“TDR”) recognition and measurement guidance previously in effect, and consideration of the TDRs similar to other modified loans under CECL is now required.  ASU 2022-02 also requires enhancements to vintage loan disclosures, requiring detail be provided on current-period gross write-offs and disclosure of the amortized cost basis of financing receivables by credit quality indicators and by loan portfolio class of the gross charge-off based on year of origination.

The Company is currently reviewing ASU 2022-02 for the impact to TDR recognition, measurement and disclosures, and will assess any revisions needed for reporting purposes in the next few quarters.  We anticipate adopting ASU 2022-02 as of January 1, 2023.

Change in Significant Accounting Policies

Significant accounting policies are presented in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.  These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the consolidated financial statements and how those values are determined.  During the first quarter of 2022, the Company had no changes to significant accounting policies or estimates.

Subsequent Events

On April 19, 2022, the Company’s Board of Directors declared a cash dividend of $0.05 per share payable on May 9, 2022, to stockholders of record as of April 29, 2022; dividends of $2.2 million are scheduled to be paid to stockholders on May 9, 2022.

Note 2 – Acquisition

On December 1, 2021, the Company completed its acquisition of West Suburban Bancorp, Inc. (“West Suburban”), a bank holding company, and its wholly owned subsidiary, West Suburban Bank, based in Lombard, Illinois, with operations throughout our existing market footprint.  This acquisition brought increased scale and new markets to the Company, and provided new product offerings and line of business opportunities.  At closing, the Company acquired $2.94 billion of assets, $1.50 billion of loans, $1.07 billion of securities, and $2.69 billion of deposits, net of fair value adjustments. Under the terms of the merger agreement, each outstanding share of West Suburban common stock was exchanged for 42.413 shares of Company common stock, plus $271.15 of cash. This resulted in merger consideration of $295.2 million, based on the closing price of the Company’s common stock on the date of acquisition, which consisted of 15.7 million shares of the Company’s common stock and $100.7 million of cash.  Goodwill of $67.7 million associated with the acquisition was recorded by the Company, which was the result of expected synergies, operational efficiencies and other factors.

The acquisition of West Suburban was accounted for as a business combination. We recorded the estimate of fair value based on initial valuations available at December 1, 2021. The determination of estimated fair value required management to make assumptions related to discount rates, expected future cash flows, market conditions and other future events that are often subjective in nature and may require adjustments. Accordingly, these estimated fair values are considered preliminary as of March 31, 2022, and are subject to adjustment for up to one year after December 1, 2021. These adjustments may include: (i) changes in deferred tax assets or liabilities related to fair value estimates and changes in the expected realization of items considered to be net operating loss carryforwards due to tax calculations still

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Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

in process, and (ii) changes in goodwill as a result of the net effect of any adjustments.  No adjustments were identified during the quarter ended March 31, 2022.  None of the $67.7 million of goodwill recorded is expected to be deductible for income tax purposes.

The following table provides the preliminary purchase price allocation as of the December 1, 2021 closing date of the merger for the estimated fair value of the assets acquired and liabilities assumed, as recorded by the Company.

West Suburban Acquisition Summary

As of Date of Acquisition

December 1, 2021

Assets

Cash and due from banks

$

16,794

Interest bearing deposits with financial institutions

232,880

Securities available-for-sale and held-to maturity, at fair value

1,066,373

FHLBC stock

3,340

Loans, net of allowance for credit losses Day One PCD loan adjustment

1,502,118

Premises and equipment

47,456

Other real estate owned

5,552

Core deposit intangible

14,772

Deferred tax assets

2,093

Other assets

52,710

Total assets

$

2,944,088

Liabilities

Noninterest bearing demand

$

409,141

Savings, NOW and money market

2,069,890

Time

215,205

Total deposits

2,694,236

Reserve for unfunded commitments

1,787

Other liabilities

20,629

Total liabilities

2,716,652

Cash consideration paid

100,679

Stock issued for acquisition

194,484

Total Liabilities Assumed and Cash and Stock Consideration Paid for Acquisition

$

3,011,815

Goodwill

$

67,727

Expenses related to the West Suburban acquisition totaled $5.6 million for the quarter ended March 31, 2022, and $13.2 million during the year ended December 31, 2021, and are reported within noninterest expense based on the line items impacted, which are primarily salaries and employee benefits, occupancy, furniture and equipment, computer and data processing, legal fees, and other expense in the Consolidated Statements of Income.

Purchased loans and leases that reflect a more-than-insignificant deterioration of credit from origination are considered purchased credit deteriorated (“PCD”) loans. For PCD loans, the initial estimate of expected credit losses was recognized in the allowance for credit losses (“ACL”) on the date of acquisition using the same methodology as other loans and leases held-for-investment. The following table provides a summary of loans purchased as part of the West Suburban acquisition which were individually evaluated and determined to be PCD loans at acquisition.

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Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

As of

West Suburban Acquired PCD Loans

December 1, 2021

Par value of acquired loans

$

108,241

Allowance for credit losses

(12,075)

Non-credit discount

(1,723)

Purchase price of PCD loans at acquisition

$

94,443

The following table presents the carrying amount of all acquired loans as of March 31, 2022 and December 21, 2021, including loans that, as of the acquisition date, had not experienced a more-than-insignificant deterioration in credit quality since origination (“non-PCD loans”):

Acquired Loan Detail

As of March 31, 2022

As of December 31, 2021

PCD

Non-PCD

Total

PCD

Non-PCD

Total

West Suburban acquired loans

$

88,601

$

1,354,305

$

1,442,906

$

102,409

$

1,418,752

$

1,521,161

ABC Bank acquired loans

4,534

57,904

62,438

4,547

64,236

68,783

Talmer Bank acquired loans

-

44,836

44,836

-

45,858

45,858

Total acquired loans net book value

$

93,135

$

1,457,045

$

1,550,180

$

106,956

$

1,528,846

$

1,635,802

Accretion recorded on acquired loans year to date

$

400

$

2,016

$

2,416

$

401

$

565

$

966

Note 3 – Securities

Investment Portfolio Management

Our investment portfolio serves the liquidity needs and income objectives of the Company.  While the portfolio serves as an important component of the overall liquidity management at the Bank, portions of the portfolio also serve as income producing assets.  The size and composition of the portfolio reflects liquidity needs, loan demand and interest income objectives.  Portfolio size and composition will be adjusted from time to time.  While a significant portion of the portfolio consists of readily marketable securities to address liquidity, other parts of the portfolio may reflect funds invested pending future loan demand or to maximize interest income without undue interest rate risk.

Investments are comprised of debt securities and non-marketable equity investments.  Securities available-for-sale are carried at fair value.  Unrealized gains and losses, net of tax, on securities available-for-sale are reported as a separate component of equity.  This balance sheet component changes as interest rates and market conditions change.  Unrealized gains and losses are not included in the calculation of regulatory capital.  

Federal Home Loan Bank of Chicago (“FHLBC”) and Federal Reserve Bank of Chicago (“FRBC”) stock are considered nonmarketable equity investments.  FHLBC stock was recorded at $7.1 million at March 31, 2022, and December 31, 2021.  FRBC stock was recorded at $14.9 million at March 31, 2022, and $6.2 million at December 31, 2021.  

The following tables summarize the amortized cost and fair value of the securities portfolio at March 31, 2022, and December 31, 2021, and the corresponding amounts of gross unrealized gains and losses:

12

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

March 31, 2022

    

Cost1

    

Gains

    

Losses

Value

Securities available-for-sale

U.S. Treasury

$

227,646

$

13

$

(7,096)

$

220,563

U.S. government agencies

62,029

-

(2,993)

59,036

U.S. government agencies mortgage-backed

161,119

117

(8,088)

153,148

States and political subdivisions

237,988

4,358

(5,938)

236,408

Corporate bonds

10,000

-

(317)

9,683

Collateralized mortgage obligations

720,960

298

(24,745)

696,513

Asset-backed securities

278,941

240

(4,240)

274,941

Collateralized loan obligations

167,124

3

(969)

166,158

Total securities available-for-sale

$

1,865,807

$

5,029

$

(54,386)

$

1,816,450

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

December 31, 2021

    

Cost1

    

Gains

    

Losses

Value

Securities available-for-sale

U.S. Treasury

$

202,251

$

125

$

(37)

$

202,339

U.S. government agencies

62,587

-

(699)

61,888

U.S. government agencies mortgage-backed

172,016

856

(570)

172,302

States and political subdivisions

240,793

16,344

(672)

256,465

Corporate bonds

10,000

-

(113)

9,887

Collateralized mortgage obligations

673,238

2,014

(2,285)

672,967

Asset-backed securities

236,293

1,245

(661)

236,877

Collateralized loan obligations

79,838

3

(78)

79,763

Total securities available-for-sale

$

1,677,016

$

20,587

$

(5,115)

$

1,692,488

1 Excludes accrued interest receivable of $5.2 million and $4.3 million at March 31, 2022 and December 31, 2021, respectively, that is recorded in other assets on the consolidated balance sheet.

The fair value, amortized cost and weighted average yield of debt securities at March 31, 2022, by contractual maturity, are listed in the table below.  Securities not due at a single maturity date are shown separately.

Weighted

Amortized

Average

Fair

Securities available-for-sale

    

Cost

    

Yield

    

Value

  

Due in one year or less

$

7,451

1.47

%

$

7,458

Due after one year through five years

300,065

0.95

289,731

Due after five years through ten years

46,076

2.50

44,739

Due after ten years

184,071

2.98

183,762

537,663

1.78

525,690

Mortgage-backed and collateralized mortgage obligations

882,079

1.50

849,661

Asset-backed securities

278,941

1.33

274,941

Collateralized loan obligations

167,124

2.06

166,158

Total securities available-for-sale

$

1,865,807

1.61

%

$

1,816,450

At March 31, 2022, the Company’s investments included $218.1 million of asset-backed securities that are backed by student loans originated under the Federal Family Education Loan program (“FFEL”).  Under the FFEL, private lenders made federally guaranteed

13

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

student loans to parents and students. While the program was modified several times before elimination in 2010, FFEL securities are generally guaranteed by the U.S Department of Education (“DOE”) at not less than 97% of the outstanding principal amount of the loans.  The guarantee will reduce to 85% if the DOE receives reimbursement requests in excess of 5% of insured loans; reimbursement will drop to 75% if reimbursement requests exceed 9% of insured loans.  In addition to the DOE guarantee, total added credit enhancement in the form of overcollateralization and/or subordination amounted to $20.3 million, or 9.29%, of outstanding principal.

At March 31, 2022, the Company had no securities issued from any one originator, other than the U.S. Government and its agencies, which individually amounted to over 10% of the Company’s stockholders’ equity.

Securities with unrealized losses with no corresponding allowance for credit losses at March 31, 2022 and December 31, 2021, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows (in thousands except for number of securities):

Less than 12 months

12 months or more

March 31, 2022

in an unrealized loss position

in an unrealized loss position

Total

Number of

Unrealized

Fair

Number of

Unrealized

Fair

Number of

Unrealized

Fair

Securities available-for-sale

    

Securities

   

Losses

   

Value

   

Securities

   

Losses

   

Value

   

Securities

   

Losses

   

Value

U.S. Treasuries

5

$

7,096

$

216,531

-

$

-

$

-

5

$

7,096

$

216,531

U.S. government agencies

5

2,884

54,588

4

109

4,448

9

2,993

59,036

U.S. government agencies mortgage-backed

124

7,322

142,866

5

766

5,341

129

8,088

148,207

States and political subdivisions

27

4,535

90,991

1

1,403

3,232

28

5,938

94,223

Corporate bonds

2

317

9,683

-

-

-

2

317

9,683

Collateralized mortgage obligations

208

24,649

647,144

1

96

7,366

209

24,745

654,510

Asset-backed securities

41

4,109

230

4

131

4,534

45

4,240

4,764

Collateralized loan obligations

22

885

128,303

2

84

10,587

24

969

138,890

Total securities available-for-sale

434

$

51,797

$

1,290,336

17

$

2,589

$

35,508

451

$

54,386

$

1,325,844

Less than 12 months

12 months or more

December 31, 2021

in an unrealized loss position

in an unrealized loss position

Total

Number of

Unrealized

Fair

Number of

Unrealized

Fair

Number of

Unrealized

Fair

Securities available-for-sale

    

Securities

   

Losses

   

Value

   

Securities

   

Losses

   

Value

   

Securities

   

Losses

   

Value

U.S. Treasuries

1

$

37

$

49,719

-

$

-

$

-

1

$

37

$

49,719

U.S. government agencies

5

592

56,879

4

107

5,008

9

699

61,887

U.S. government agencies mortgage-backed

63

505

78,711

1

65

1,663

64

570

80,374

States and political subdivisions

7

55

8,430

1

617

4,051

8

672

12,481

Corporate bonds

2

113

9,887

-

-

-

2

113

9,887

Collateralized mortgage obligations

133

2,285

381,658

-

-

-

133

2,285

381,658

Asset-backed securities

20

608

103,819

3

53

3,276

23

661

107,095

Collateralized loan obligations

10

35

45,132

2

43

10,628

12

78

55,760

Total securities available-for-sale

241

$

4,230

$

734,235

11

$

885

$

24,626

252

$

5,115

$

758,861

Each quarter we perform an analysis to determine if any of the unrealized losses on securities available-for-sale are comprised of credit losses as compared to unrealized losses due to market interest rate adjustments.  Our assessment includes a review of the unrealized loss for each security issuance held; the financial condition and near-term prospects of the issuer, including external credit ratings and recent downgrades; and our ability and intent to hold the security for a period of time sufficient for a recovery in value.  We also consider the extent to which the securities are issued by the federal government or its agencies, and any guarantee of issued amounts by those agencies.  No credit losses were determined to be present as of March 31, 2022, as there was no credit quality deterioration noted.  Therefore, no provision for credit losses on securities was recognized for the first quarter of 2022.

There were no securities sold for the three months ended March 31, 2022 or March 31, 2021.

As of March 31, 2022, securities valued at $478.2 million were pledged to secure deposits and borrowings, and for other purposes, a decrease from $501.3 million of securities pledged at year-end 2021.  

14

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Note 4 – Loans and Allowance for Credit Losses on Loans

Major segments of loans were as follows:

    

March 31, 2022

    

December 31, 2021

Commercial 1

$

695,545

$

771,474

Leases

211,132

176,031

Commercial real estate - Investor

965,767

957,389

Commercial real estate - Owner occupied

655,792

574,384

Construction

165,558

206,132

Residential real estate - Investor

62,846

63,399

Residential real estate - Owner occupied

203,118

213,248

Multifamily

298,686

309,164

HELOC

110,688

115,664

HELOC - Purchased

9,553

10,626

Other 2

23,685

24,437

Total loans

3,402,370

3,421,948

Allowance for credit losses on loans

(44,308)

(44,281)

Net loans3

$

3,358,062

$

3,377,667

1 Includes $11.2 million and $38.4 million of Paycheck Protection Program (“PPP”) loans at March 31, 2022 and December 31, 2021, respectively.

2 The “Other” segment includes consumer and overdrafts in this table and in subsequent tables within Note 4 - Loans and Allowance for Credit Losses on Loans.

3 Excludes accrued interest receivable of $9.6 million and $9.2 million at March 31, 2022 and December 31, 2021, respectively, that is recorded in other assets on the consolidated balance sheet.

It is the policy of the Company to review each prospective credit prior to making a loan in order to determine if an adequate level of security or collateral has been obtained.  The type of collateral, when required, will vary from liquid assets to real estate.  The Company seeks to assure access to collateral, in the event of borrower default, through adherence to lending laws, the Company’s lending standards and credit monitoring procedures.  Although the Bank makes loans primarily within its market area, there are no significant concentrations of loans where the customers’ ability to honor loan terms is dependent upon a single economic sector.  The real estate related categories listed above represent 72.7% and 71.6% of the portfolio at March 31, 2022, and December 31, 2021, respectively, and include a mix of owner and non-owner occupied, residential, construction and multifamily loans.  

The following tables represent the activity in the allowance for credit losses for loans, or the ACL, for the three months ended March 31, 2022 and 2021:

Provision for

Beginning

(Release of)

Ending

Allowance for credit losses

   

Balance

   

Credit Losses

   

Charge-offs

   

Recoveries

   

Balance

Three months ended March 31, 2022

Commercial

$

11,751

$

825

$

30

$

30

$

12,576

Leases

3,480

(907)

-

-

2,573

Commercial real estate - Investor

13,093

2,679

236

23

15,559

Commercial real estate - Owner occupied

2,615

768

121

8

3,270

Construction

3,373

(515)

-

-

2,858

Residential real estate - Investor

760

(67)

-

10

703

Residential real estate - Owner occupied

2,832

(965)

-

83

1,950

Multifamily

3,675

(698)

-

-

2,977

HELOC

2,379

(820)

-

35

1,594

HELOC - Purchased

131

(50)

-

-

81

Other

192

70

127

32

167

$

44,281

$

320

$

514

$

221

$

44,308

15

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Provision for

Beginning

(Release of)

Ending

Allowance for credit losses

   

Balance

   

Credit Losses

   

Charge-offs

   

Recoveries

   

Balance

Three months ended March 31, 2021

Commercial

$

2,812

$

446

$

2

$

20

$

3,276

Leases

3,888

(506)

-

-

3,382

Commercial real estate - Investor

9,205

(1,317)

-

20

7,908

Commercial real estate - Owner occupied

2,251

(734)

3

208

1,722

Construction

4,054

(335)

-

-

3,719

Residential real estate - Investor

1,740

(203)

-

266

1,803

Residential real estate - Owner occupied

2,714

(235)

-

49

2,528

Multifamily

3,625

640

-

-

4,265

HELOC

1,749

(48)

12

24

1,713

HELOC - Purchased

199

96

-

-

295

Other

1,618

(1,274)

25

37

356

$

33,855

$

(3,470)

$

42

$

624

$

30,967

The ACL on loans excludes $4.2 million, $4.5 million and $3.5 million of allowance for unfunded commitments as of March 31, 2022, December 31, 2021 and March 31, 2021, respectively, recorded within Other Liabilities.  The total ACL on unfunded commitments listed as of March 31, 2022 and December 31, 2021 excludes the purchase accounting adjustment of $1.5 million and $1.7 million, respectively, recorded due to our acquisition of West Suburban, which is also recorded within Other Liabilities, and is being accreted in interest income over the estimated life of the unused commitments.

The following tables presents the collateral dependent loans and the related ACL allocated by segment of loans as of March 31, 2022 and December 31, 2021:

Accounts

ACL

March 31, 2022

Real Estate

Receivable

Equipment

Other

Total

Allocation

Commercial

$

1,955

$

9,022

$

-

$

-

$

10,977

$

2,432

Leases

-

-

2,641

-

2,641

475

Commercial real estate - Investor

4,379

-

-

-

4,379

288

Commercial real estate - Owner occupied

7,414

-

-

2,457

9,871

554

Construction

2,098

-

-

-

2,098

1,007

Residential real estate - Investor

1,391

-

-

-

1,391

-

Residential real estate - Owner occupied

3,941

-

-

-

3,941

260

Multifamily

938

-

-

-

938

-

HELOC

914

-

-

-

914

32

HELOC - Purchased

173

-

-

-

173

-

Other

-

-

-

-

-

-

Total

$

23,203

$

9,022

$

2,641

$

2,457

$

37,323

$

5,048

Accounts

ACL

December 31, 2021

Real Estate

Receivable

Equipment

Other

Total

Allocation

Commercial

$

1,986

$

9,901

$

-

$

-

$

11,887

$

2,677

Leases

-

-

3,249

505

3,754

811

Commercial real estate - Investor

5,693

-

-

-

5,693

-

Commercial real estate - Owner occupied

9,147

-

-

2,490

11,637

362

Construction

2,104

-

-

-

2,104

992

Residential real estate - Investor

925

-

-

-

925

-

Residential real estate - Owner occupied

4,271

-

-

-

4,271

276

Multifamily

1,845

-

-

-

1,845

75

HELOC

826

-

-

-

826

190

HELOC - Purchased

180

-

-

-

180

-

Other

-

-

-

7

7

4

Total

$

26,977

$

9,901

$

3,249

$

3,002

$

43,129

$

5,387

16

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Aged analysis of past due loans by segments of loans was as follows:

90 days or

90 Days or

Greater Past

30-59 Days

60-89 Days

Greater Past

Total Past

Due and

March 31, 2022

Past Due

    

Past Due

    

Due

    

Due

    

Current

    

Total Loans

    

Accruing

Commercial

$

4,904

$

548

$

7,124

$

12,576

$

682,969

$

695,545

$

-

Leases

401

-

1,536

1,937

209,195

211,132

-

Commercial real estate - Investor

3,399

-

1

3,400

962,367

965,767

-

Commercial real estate - Owner occupied

9,764

100

2,956

12,820

642,972

655,792

-

Construction

117

-

7

124

165,434

165,558

7

Residential real estate - Investor

269

-

1,001

1,270

61,576

62,846

2

Residential real estate - Owner occupied

1,805

98

2,589

4,492

198,626

203,118

20

Multifamily

-

-

691

691

297,995

298,686

691

HELOC

354

93

319

766

109,922

110,688

23

HELOC - Purchased

-

-

173

173

9,380

9,553

-

Other

66

-

2

68

23,617

23,685

-

Total

$

21,079

$

839

$

16,399

$

38,317

$

3,364,053

$

3,402,370

$

743

90 days or

90 Days or

Greater Past

30-59 Days

60-89 Days

Greater Past

Total Past

Due and

December 31, 2021 1

Past Due

    

Past Due

    

Due

    

Due

    

Current

    

Total Loans

    

Accruing

Commercial

$

3,407

$

1,413

$

1,828

$

6,648

$

764,826

$

771,474

$

1,396

Leases

125

-

1,571

1,696

174,335

176,031

-

Commercial real estate - Investor

-

267

1,107

1,374

956,015

957,389

-

Commercial real estate - Owner occupied

2,324

500

4,848

7,672

566,712

574,384

1,594

Construction

854

-

-

854

205,278

206,132

-

Residential real estate - Investor

395

470

792

1,657

61,742

63,399

23

Residential real estate - Owner occupied

1,994

591

3,077

5,662

207,586

213,248

97

Multifamily

-

1,046

-

1,046

308,118

309,164

-

HELOC

193

23

218

434

115,230

115,664

-

HELOC - Purchased

-

-

180

180

10,446

10,626

-

Other

50

46

23

119

24,318

24,437

-

Total

$

9,342

$

4,356

$

13,644

$

27,342

$

3,394,606

$

3,421,948

$

3,110

1 Loans modified under the CARES Act are considered current if they are in compliance with the modified terms.  

The table presents all nonaccrual loans as of March 31, 2022, and December 31, 2021:

Nonaccrual loan detail

    

March 31, 2022

    

With no ACL

    

December 31, 2021

    

With no ACL

Commercial

$

9,029

$

1,496

$

11,894

$

9,217

Leases

2,641

464

3,754

2,943

Commercial real estate - Investor

6,335

2,858

5,694

5,694

Commercial real estate - Owner occupied

9,871

6,791

11,637

11,205

Construction

155

-

160

160

Residential real estate - Investor

1,391

881

876

876

Residential real estate - Owner occupied

4,321

4,065

4,898

4,622

Multifamily

938

938

1,573

1,573

HELOC

1,116

1,116

862

672

HELOC - Purchased

173

173

180

180

Other

3

3

3

3

Total

$

35,973

$

18,785

$

41,531

$

37,145

The Company recognized $17,000 of interest on nonaccrual loans during the three months ended March 31, 2022.

17

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Credit Quality Indicators

The Company categorizes loans into credit risk categories based on current financial information, overall debt service coverage, comparison to industry averages, historical payment experience, and current economic trends.  This analysis includes loans with outstanding balances or commitments greater than $50,000 and excludes homogeneous loans such as home equity lines of credit and residential mortgages.  Loans with a classified risk rating are reviewed quarterly regardless of size or loan type.  The Company uses the following definitions for classified risk ratings:

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 at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth 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 Bank will sustain some loss if the deficiencies are not corrected.  The substandard credit quality indicator includes both potential problem loans that are currently performing and nonperforming loans.

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 facts, conditions, and values, highly questionable and improbable.

Credits that are not covered by the definitions above are pass credits, which are not considered to be adversely rated.

Credit quality indicators by loan segment and loan origination date at March 31, 2022 were as follows:

18

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Revolving

Loans

Converted

Revolving

To Term

    

2022

    

2021

    

2020

    

2019

    

2018

    

Prior

    

Loans

    

Loans

    

Total

Commercial

Pass

$

39,944

$

112,254

$

42,384

$

22,145

$

15,024

$

8,914

$

420,642

$

-

$

661,307

Special Mention

162

398

653

623

-

-

3,135

-

4,971

Substandard

-

9,819

3,377

13,814

49

63

2,145

-

29,267

Total commercial

40,106

122,471

46,414

36,582

15,073

8,977

425,922

-

695,545

Leases

Pass

49,340

79,901

$

39,973

28,478

7,891

2,605

-

-

208,188

Special Mention

-

-

-

303

-

-

-

-

303

Substandard

-

-

-

2,015

367

259

-

-

2,641

Total leases

49,340

79,901

39,973

30,796

8,258

2,864

-

-

211,132

Commercial real estate - Investor

Pass

110,946

309,370

210,682

86,228

61,532

92,627

19,558

-

890,943

Special Mention

-

106

12,970

51,656

-

1,283

-

-

66,015

Substandard

-

2,883

-

492

-

3,478

1,956

-

8,809

Total commercial real estate - investor

110,946

312,359

223,652

138,376

61,532

97,388

21,514

-

965,767

Commercial real estate - Owner occupied

Pass

58,243

198,978

119,597

74,853

55,681

115,207

1,697

-

624,256

Special Mention

-

15,314

-

2,963

-

-

-

-

18,277

Substandard

-

6,793

706

1,686

-

4,074

-

-

13,259

Total commercial real estate - owner occupied

58,243

221,085

120,303

79,502

55,681

119,281

1,697

-

655,792

Construction

Pass

7,304

74,396

46,389

11,964

2,792

1,561

1,462

-

145,868

Special Mention

-

922

5,235

10,348

-

-

-

-

16,505

Substandard

1,214

-

-

-

1,971

-

-

-

3,185

Total construction

8,518

75,318

51,624

22,312

4,763

1,561

1,462

-

165,558

Residential real estate - Investor

Pass

9,367

10,468

7,951

11,330

6,734

14,482

970

-

61,302

Special Mention

-

-

-

-

-

-

-

-

-

Substandard

-

119

-

510

153

762

-

-

1,544

Total residential real estate - investor

9,367

10,587

7,951

11,840

6,887

15,244

970

-

62,846

Residential real estate - Owner occupied

Pass

2,425

47,217

30,623

17,882

12,967

84,522

1,982

-

197,618

Special Mention

-

638

-

-

-

-

-

-

638

Substandard

-

301

244

719

303

3,295

-

-

4,862

Total residential real estate - owner occupied

2,425

48,156

30,867

18,601

13,270

87,817

1,982

-

203,118

Multifamily

Pass

16,859

115,523

43,970

37,815

59,557

16,643

59

-

290,426

Special Mention

-

-

-

6,891

-

-

-

-

6,891

Substandard

-

329

-

-

730

310

-

-

1,369

Total multifamily

16,859

115,852

43,970

44,706

60,287

16,953

59

-

298,686

HELOC

Pass

117

1,878

2,052

1,972

736

676

101,653

-

109,084

Special Mention

-

-

-

-

-

-

108

-

108

Substandard

-

-

2

-

27

350

1,117

-

1,496

Total HELOC

117

1,878

2,054

1,972

763

1,026

102,878

-

110,688

HELOC - Purchased

19

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Pass

-

-

-

-

-

2,499

6,881

-

9,380

Special Mention

-

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

173

-

-

173

Total HELOC - purchased

-

-

-

-

-

2,672

6,881

-

9,553

Other

Pass

497

9,143

1,106

131

117

6,323

6,365

-

23,682

Special Mention

-

-

-

-

-

-

-

-

-

Substandard

-

-

3

-

-

-

-

-

3

Total other

497

9,143

1,109

131

117

6,323

6,365

-

23,685

Total loans

Pass

295,042

959,128

544,727

292,798

223,031

346,059

561,269

-

3,222,054

Special Mention

162

17,378

18,858

72,784

-

1,283

3,243

-

113,708

Substandard

1,214

20,244

4,332

19,236

3,600

12,764

5,218

-

66,608

Total loans

$

296,418

$

996,750

$

567,917

$

384,818

$

226,631

$

360,106

$

569,730

$

-

$

3,402,370

Credit quality indicators by loan segment and loan origination date at December 31, 2021, were as follows:

Revolving

Loans

Converted

Revolving

To Term

    

2021

    

2020

    

2019

    

2018

    

2017

    

Prior

    

Loans

    

Loans

    

Total

Commercial

Pass

$

192,258

$

50,638

$

38,614

$

28,177

$

5,176

$

10,945

$

408,394

$

30

$

734,232

Special Mention

44

84

694

-

-

-

3,708

-

4,530

Substandard

9,498

4,048

14,121

326

-

75

4,644

-

32,712

Total commercial

201,800

54,770

53,429

28,503

5,176

11,020

416,746

30

771,474

Leases

Pass

83,402

44,129

$

32,259

8,950

1,170

2,367

-

-

172,277

Special Mention

-

-

-

-

-

-

-

-

-

Substandard

-

-

2,834

623

-

297

-

-

3,754

Total leases

83,402

44,129

35,093

9,573

1,170

2,664

-

-

176,031

Commercial real estate - Investor

Pass

315,247

233,964

147,511

85,049

64,810

55,523

18,602

-

920,706

Special Mention

15,466

-

10,550

-

-

-

-

-

26,016

Substandard

2,238

2,378

451

181

3,612

1,807

-

-

10,667

Total commercial real estate - investor

332,951

236,342

158,512

85,230

68,422

57,330

18,602

-

957,389

Commercial real estate - Owner occupied

Pass

220,324

96,607

61,511

60,915

54,236

59,887

2,522

-

556,002

Special Mention

-

-

2,953

-

-

-

-

-

2,953

Substandard

8,318

942

1,686

-

1,251

3,232

-

-

15,429

Total commercial real estate - owner occupied

228,642

97,549

66,150

60,915

55,487

63,119

2,522

-

574,384

Construction

Pass

88,620

65,629

37,169

2,727

477

1,193

1,143

-

196,958

Special Mention

-

2,138

4,932

-

-

-

-

-

7,070

Substandard

160

-

-

1,944

-

-

-

-

2,104

Total construction

88,780

67,767

42,101

4,671

477

1,193

1,143

-

206,132

Residential real estate - Investor

Pass

13,371

9,758

13,084

6,392

7,059

10,602

1,868

-

62,134

Special Mention

-

-

-

-

-

-

-

-

-

Substandard

121

144

-

197

385

418

-

-

1,265

Total residential real estate - investor

13,492

9,902

13,084

6,589

7,444

11,020

1,868

-

63,399

20

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Residential real estate - Owner occupied

Pass

48,009

31,912

20,990

13,304

30,562

60,661

2,052

-

207,490

Special Mention

659

-

-

-

-

-

-

-

659

Substandard

322

183

6

1,219

176

3,193

-

-

5,099

Total residential real estate - owner occupied

48,990

32,095

20,996

14,523

30,738

63,854

2,052

-

213,248

Multifamily

Pass

109,175

71,748

39,293

61,190

11,399

7,117

64

-

299,986

Special Mention

-

-

6,900

-

-

-

-

-

6,900

Substandard

433

-

-

1,543

302

-

-

-

2,278

Total multifamily

109,608

71,748

46,193

62,733

11,701

7,117

64

-

309,164

HELOC

Pass

907

2,091

2,131

805

1,667

1,869

104,843

-

114,313

Special Mention

-

-

-

-

-

-

108

-

108

Substandard

-

-

-

17

12

196

1,018

-

1,243

Total HELOC

907

2,091

2,131

822

1,679

2,065

105,969

-

115,664

HELOC - Purchased

Pass

-

-

-

-

-

10,446

-

-

10,446

Special Mention

-

-

-

-

-

-

-

-

-

Substandard

-

-

-

-

-

180

-

-

180

Total HELOC - purchased

-

-

-

-

-

10,626

-

-

10,626

Other

Pass

8,659

1,099

437

254

1,414

5,358

7,206

-

24,427

Special Mention

-

-

-

-

-

-

-

-

-

Substandard

-

3

-

7

-

-

-

-

10

Total other

8,659

1,102

437

261

1,414

5,358

7,206

-

24,437

Total loans

Pass

1,079,972

607,575

392,999

267,763

177,970

225,968

546,694

30

3,298,971

Special Mention

16,169

2,222

26,029

-

-

-

3,816

-

48,236

Substandard

21,090

7,698

19,098

6,057

5,738

9,398

5,662

-

74,741

Total loans

$

1,117,231

$

617,495

$

438,126

$

273,820

$

183,708

$

235,366

$

556,172

$

30

$

3,421,948

The Company had $623,000 and $488,000 in residential real estate loans in the process of foreclosure as of March 31, 2022, and December 31, 2021, respectively.  

Troubled debt restructurings (“TDRs”) are loans for which the contractual terms have been modified and both of these conditions exist: (1) there is a concession to the borrower and (2) the borrower is experiencing financial difficulties.  Loans are restructured on a case-by-case basis during the loan collection process with modifications generally initiated at the request of the borrower.  These modifications may include reduction in interest rates, extension of term, deferrals of principal, and other modifications.  The Bank participates in the U.S. Department of the Treasury’s (the “Treasury”) Home Affordable Modification Program (“HAMP”) which gives qualifying homeowners an opportunity to refinance into more affordable monthly payments.  Additionally, in accordance with interagency guidance, short-term deferrals granted due to the COVID-19 pandemic were not considered TDRs, if modified prior to January 1, 2022, unless the borrower was experiencing financial difficulty prior to the pandemic.

The specific allocation of the allowance for credit losses for TDRs is determined by calculating the present value of the TDR cash flows by discounting the original payment less an assumption for probability of default at the original note’s issue rate, and adding this amount to the present value of collateral less selling costs.  If the resulting amount is less than the recorded book value, the Bank either establishes a valuation allowance (i.e., specific reserve) as a component of the allowance for credit losses or charges off the impaired balance if it determines that such amount is a confirmed loss.  This method is used consistently for all segments of the portfolio.  The allowance for credit losses also includes an allowance based on a loss migration analysis for each loan category on loans and leases that are not individually evaluated for specific impairment.  All loans charged-off, including TDRs charged-off, are factored into this calculation by portfolio segment.

21

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

There was one TDR loan modification of $1.1 million for the three months ended March 31, 2022, and no TDR activity for the three months ended March 31, 2021.  TDRs are classified as being in default on a case-by-case basis when they fail to be in compliance with the modified terms.  There was no TDR default activity for the periods ended March 31, 2022, and March 31, 2021, for loans that were restructured within the prior 12 month period.

Note 5 – Other Real Estate Owned

Details related to the activity in the other real estate owned (“OREO”) portfolio, net of valuation allowance, for the periods presented are itemized in the following tables:

Three Months Ended

    

March 31, 

    

Other real estate owned

    

2022

    

2021

    

Balance at beginning of period

$

2,356

$

2,474

Property additions, net of acquisition adjustments

87

-

Less:

Proceeds from property disposals, net of participation purchase and of gains/losses

69

305

Period valuation write-down

-

6

Balance at end of period

$

2,374

$

2,163

Activity in the valuation allowance was as follows:

    

Three Months Ended

    

March 31, 

    

    

2022

    

2021

    

Balance at beginning of period

$

1,179

$

1,643

Provision for unrealized losses

-

6

Balance at end of period

$

1,179

$

1,649

Expenses related to OREO, net of lease revenue includes:

Three Months Ended

March 31, 

    

    

2022

    

2021

    

Gain on sales, net

$

(49)

$

(20)

Provision for unrealized losses

-

6

Operating expenses

37

54

Less:

Lease revenue

-

4

Net OREO (gain) expense

$

(12)

$

36

22

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Note 6 – Deposits

Major classifications of deposits were as follows:

    

March 31, 2022

    

December 31, 2021

  

Noninterest bearing demand

$

1,461,712

$

1,428,055

Savings

1,884,352

1,826,346

NOW accounts

622,606

605,056

Money market accounts

1,098,499

1,102,965

Certificates of deposit of less than $100,000

277,135

287,238

Certificates of deposit of $100,000 through $250,000

144,663

147,854

Certificates of deposit of more than $250,000

55,758

68,718

Total deposits

$

5,544,725

$

5,466,232

Note 7 – Borrowings

The following table is a summary of borrowings as of March 31, 2022, and December 31, 2021.  Junior subordinated debentures are discussed in more detail in Note 8:

    

March 31, 2022

    

December 31, 2021

  

Securities sold under repurchase agreements

$

33,521

$

50,337

Junior subordinated debentures

25,773

25,773

Subordinated debentures

59,233

59,212

Senior notes

44,506

44,480

Notes payable and other borrowings

17,992

19,074

Total borrowings

$

181,025

$

198,876

The Company enters into deposit sweep transactions where the transaction amounts are secured by pledged securities.  These transactions consistently mature overnight from the transaction date and are governed by sweep repurchase agreements.  All sweep repurchase agreements are treated as financings secured by U.S. government agencies and collateralized mortgage-backed securities and had a carrying amount of $33.5 million at March 31, 2022, and $50.3 million at December 31, 2021.  The fair value of the pledged collateral was $107.3 million at March 31, 2022, and $113.0 million at December 31, 2021.  At March 31, 2022, there were no customers with secured balances exceeding 10% of stockholders’ equity.

The Company’s borrowings at the FHLBC require the Bank to be a member and invest in the stock of the FHLBC.  Total borrowings are generally limited to the lower of 35% of total assets or 60% of the book value of certain mortgage loans.  As of March 31, 2022, and December 31, 2021, the Bank had no short-term advances outstanding under the FHLBC.  The Bank assumed $23.4 million of long-term FHLBC advances with our ABC Bank acquisition in 2018.  At March 31, 2022, one advance remains in long-term status, with a total outstanding balance of $6.0 million, at a 2.83% interest rate, and is scheduled to mature on February 2, 2026. FHLB stock held as of March 31, 2022 was valued at $7.1 million, and any potential FHLBC advances were collateralized by loans with a principal balance of $545.0 million, which carried a FHLBC-calculated combined collateral value of $396.9 million.  The Company had excess collateral of $315.9 million available to secure borrowings at March 31, 2022.

The Company also had $44.5 million of senior notes outstanding, net of deferred issuance costs, as of March 31, 2022 and December 31, 2021.  The senior notes were issued in December 2016 with a ten year maturity, and terms include interest payable semiannually at 5.75% for five years.  Beginning December 31, 2021, the senior debt began to pay interest at a floating rate, with interest payable quarterly at three month LIBOR plus 385 basis points.  The notes are redeemable, in whole or in part, at the option of the Company, beginning with the interest payment date on December 31, 2021, and on any floating rate interest payment date thereafter, at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest.  As of March 31, 2022, and December 31, 2021, unamortized debt issuance costs related to the senior notes were $494,000 and $520,000, respectively, and are

23

Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

included as a reduction of the balance of the senior notes on the Consolidated Balance Sheet.  These deferred issuance costs will be amortized to interest expense over the ten year term of the notes and are included in the Consolidated Statements of Income.

On February 24, 2020, the Company originated a $20.0 million term note, of which $12.0 million is outstanding as of March 31, 2022, with a correspondent bank. The term note was issued for a three year term at one-month LIBOR plus 175 basis points, requires principal and interest payments quarterly, and the balance of this note is included within Notes Payable and Other Borrowings on the Consolidated Balance Sheet.  The Company also has an undrawn line of credit of $30.0 million with a correspondent bank to be used for short-term funding needs; advances under this line can be outstanding up to 360 days from the date of issuance.  This line of credit has not been utilized since early 2019.

On April 6, 2021, we sold and issued $60.0 million in aggregate principal amount of our 3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031 (the “Notes”). The Notes were offered and sold to eligible purchasers in a private offering in reliance on the exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended and the provisions of Regulation D promulgated thereunder. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, without limitation, the redemption of existing senior debt, common stock repurchases and strategic acquisitions.  The Notes bear interest at a fixed annual rate of 3.50%, from and including the date of issuance to but excluding April 15, 2026, payable semi-annually in arrears.  From and including April 15, 2026 to, but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an interest rate per annum equal to Three-Month Term SOFR (as defined in the Note) plus 273 basis points, payable quarterly in arrears.

Note 8 – Junior Subordinated Debentures

The Company issued $25.0 million of cumulative trust preferred securities through a private placement completed by an unconsolidated subsidiary, Old Second Capital Trust II, in April 2007.  These trust preferred securities mature in 30 years, but subject to regulatory approval, can be called in whole or in part on a quarterly basis commencing June 15, 2017.  The quarterly cash distributions on the securities were fixed at 6.77% through June 15, 2017, and now have a floating rate of 150 basis points over three-month LIBOR.  Upon conversion to a floating rate, a cash flow hedge was initiated which resulted in the total interest rate paid on the debt of 4.41% for the quarters ended March 31, 2022 and March 31, 2021.  The Company issued a new $25.8 million subordinated debenture to Old Second Capital Trust II in return for the aggregate net proceeds of this trust preferred offering.  The interest rate and payment frequency on the debenture are equivalent to the cash distribution basis on the trust preferred securities.  

The junior subordinated debentures issued by the Company are disclosed on the Consolidated Balance Sheet, and the related interest expense for each issuance is included in the Consolidated Statements of Income.  As of March 31, 2022, and December 31, 2021, the remaining unamortized debt issuance costs related to the junior subordinated debentures were $1,000 and are included as a reduction to the balance of the junior subordinated debentures on the Consolidated Balance Sheet.  The remaining deferred issuance costs on the junior subordinated debentures related to the issuance of Old Second Capital Trust II will be amortized to interest expense over the remainder of the 30-year term of the notes and are included in the Consolidated Statements of Income.

Note 9 – Equity Compensation Plans

Stock-based awards are outstanding under the Company’s 2019 Equity Incentive Plan, as amended and restated (the “2019 Plan”).  The 2019 Plan was originally approved at the May 2019 annual stockholders’ meeting and authorized 600,000 shares, and at the May 2021 annual stockholders’ meeting, the Company obtained stockholder approval to increase the number of shares of common stock authorized for issuance under the plan by 1,200,000 shares, from 600,000 shares to 1,800,000 shares.  Following the approval of the 2019 Plan, no further awards will be granted under any other prior plan.  

The 2019 Plan authorizes the granting of qualified stock options, non-qualified stock options, restricted stock, restricted stock units, and stock appreciation rights (“SARs”).  Awards may be granted to selected directors, officers, employees or eligible service providers under the 2019 Plan at the discretion of the Compensation Committee of the Company’s Board of Directors.  As of March 31, 2022, 1,144,926 shares remained available for issuance under the 2019 Plan

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Under the 2019 Plan, unless otherwise provided in an award agreement, upon the occurrence of a change in control, all stock options and SARs then held by the participant will become fully exercisable immediately if, and all stock awards and cash incentive awards will become fully earned and vested immediately if, (i) the 2019 Plan is not an obligation of the successor entity following a change in control or (ii) the 2019 Plan is an obligation of the successor entity following a change in control and the participant incurs a  termination of service without cause  or for good reason  following the change in control.  Notwithstanding the immediately preceding sentence, if the vesting of an award is conditioned upon the achievement of performance measures, then such vesting will generally be subject to the following: if, at the time of the change in control, the performance measures are less than 50% attained (pro rata based upon the time of the period through the change in control), the award will become vested and exercisable on a fractional basis with the numerator being equal to the percentage of attainment and the denominator being 50%; and if, at the time of the change in control, the performance measures are at least 50% attained (pro rata based upon the time of the period through the change in control), the award will become fully earned and vested immediately upon the change in control.

Awards of restricted stock units under the 2019 Plan generally entitle holders to voting and dividend rights upon grant and are subject to forfeiture until certain restrictions have lapsed including employment for a specific period.  Awards of restricted stock units under the 2019 Plan are also subject to forfeiture until certain restrictions have lapsed including employment for a specific period, but do not entitle holders to voting rights until the restricted period ends and shares are transferred in connection with the units  Generally, restricted stock and restricted stock units granted under the Plans vest three years from the grant date, but the Compensation Committee of the Company’s Board of Directors has discretionary authority to change some terms including the amount of time until the vest date.  

There were 251,055 and 217,964 restricted stock units issued under the 2019 Plan during the three months ended March 31, 2022 and March 31, 2021, respectively. Compensation expense is recognized over the vesting period of the restricted stock units based on the market value of the award on the issue date.  Total compensation cost that has been recorded for the Plan was $795,000 in the first three months of 2022 and $125,000 for the first three months of 2021.

A summary of changes in the Company’s unvested restricted awards for the three months ended March 31, 2022, is as follows:

March 31, 2022

Weighted

Restricted

Average

Stock Shares

Grant Date

    

and Units

    

Fair Value

Unvested at January 1

540,306

$

12.04

Granted

251,055

14.28

Vested

-

-

Forfeited

-

-

Unvested at March 31

791,361

$

12.75

Total unrecognized compensation cost of restricted awards was $5.8 million as of March 31, 2022, which is expected to be recognized over a weighted-average period of 1.1 years.  

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Note 10 – Earnings Per Share

The earnings per share, both basic and diluted, are as follows:

Three Months Ended March 31, 

    

2022

    

2021

    

    

Basic earnings per share:

Weighted-average common shares outstanding

44,461,045

29,225,775

Net income

$

12,020

$

11,879

Basic earnings per share

$

0.27

$

0.41

Diluted earnings per share:

Weighted-average common shares outstanding

44,461,045

29,225,775

Dilutive effect of unvested restricted awards 1

700,670

558,982

Diluted average common shares outstanding

45,161,715

29,784,757

Net Income

$

12,020

$

11,879

Diluted earnings per share

$

0.27

$

0.40

1 Includes the common stock equivalents for restricted share rights that are dilutive.

Note 11 Regulatory & Capital Matters

The Bank is subject to the risk-based capital regulatory guidelines, which include the methodology for calculating the risk-weighted Bank assets, developed by the Office of the Comptroller of the Currency (the “OCC”) and the other bank regulatory agencies.  In connection with the current risk-based capital regulatory guidelines, the Bank’s Board of Directors has established an internal guideline requiring the Bank to maintain a Tier 1 leverage capital ratio at or above eight percent (8%) and a total risk-based capital ratio at or above twelve percent (12%).  At March 31, 2022, the Bank exceeded those thresholds.

At March 31, 2022, the Bank’s Tier 1 capital leverage ratio was 8.61%, a decrease of 97 basis points from December 31, 2021, but is above the 8.00% objective.  The Bank’s total capital ratio was 13.83%, an increase of 37 basis points from December 31, 2021, and also above the objective of 12.00%.

Bank holding companies are generally required to maintain minimum levels of capital in accordance with capital guidelines implemented by the Board of Governors of the Federal Reserve System.  The general bank and holding company capital adequacy guidelines are shown in the accompanying table, as are the capital ratios of the Company and the Bank, as of March 31, 2022, and December 31, 2021.

In July 2013, the U.S. federal banking authorities issued final rules (the “Basel III Rules”) establishing more stringent regulatory capital requirements for U.S. banking institutions, which went into effect on January 1, 2015. The Basel III Rules are applicable to all banking organizations that are subject to minimum capital requirements, including federal and state banks and savings and loan associations, as well as to bank and savings and loan holding companies, other than “small bank holding companies”, which are generally holding companies with consolidated assets of less than $3.0 billion.  A detailed discussion of the Basel III Rules is included in Part I, Item 1 of the Company’s Form 10-K for the year ended December 31, 2021, under the heading “Supervision and Regulation.”

At March 31, 2022 and December 31, 2021, the Company, on a consolidated basis, exceeded the minimum thresholds to be considered “well capitalized” under current regulatory defined capital ratios.

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Capital levels and industry defined regulatory minimum required levels are as follows:

Minimum Capital

Well Capitalized

Adequacy with Capital

Under Prompt Corrective

Actual

Conservation Buffer, if applicable1

Action Provisions2

    

Amount

    

Ratio

    

Amount

    

Ratio

    

Amount

    

Ratio

March 31, 2022

Common equity tier 1 capital to risk weighted assets

Consolidated

$

404,444

9.73

%

$

290,967

7.00

%

N/A

N/A

Old Second Bank

528,655

12.74

290,470

7.00

$

269,722

6.50

%

Total capital to risk weighted assets

Consolidated

533,984

12.85

436,329

10.50

N/A

N/A

Old Second Bank

573,949

13.83

435,753

10.50

415,003

10.00

Tier 1 capital to risk weighted assets

Consolidated

429,444

10.33

353,366

8.50

N/A

N/A

Old Second Bank

528,655

12.74

352,713

8.50

331,965

8.00

Tier 1 capital to average assets

Consolidated

429,444

7.00

245,397

4.00

N/A

N/A

Old Second Bank

528,655

8.61

245,600

4.00

307,001

5.00

December 31, 2021

Common equity tier 1 capital to risk weighted assets

Consolidated

$

394,421

9.46

%

$

291,855

7.00

%

N/A

N/A

Old Second Bank

514,992

12.41

290,487

7.00

$

269,738

6.50

%

Total capital to risk weighted assets

Consolidated

522,932

12.55

437,513

10.50

N/A

N/A

Old Second Bank

558,503

13.46

435,682

10.50

414,935

10.00

Tier 1 capital to risk weighted assets

Consolidated

419,421

10.06

354,382

8.50

N/A

N/A

Old Second Bank

514,992

12.41

352,734

8.50

331,985

8.00

Tier 1 capital to average assets

Consolidated

419,421

7.81

214,812

4.00

N/A

N/A

Old Second Bank

514,992

9.58

215,028

4.00

268,785

5.00

1 Amounts are shown inclusive of a capital conservation buffer of 2.50%.

2 The prompt corrective action provisions are only applicable at the Bank level. The Bank exceeded the general minimum regulatory requirements to be considered “well capitalized.”

As part of its response to the impact of the COVID-19 pandemic, in the first quarter of 2020, U.S. federal regulatory authorities issued an interim final rule that provided banking organizations that adopted CECL during the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during the initial two-year delay (i.e., a five-year transition in total). In connection with our adoption of CECL on January 1, 2020, we elected to utilize the five-year CECL transition.  As of March 31, 2022, the capital measures of the Company exclude $2.9 million, which is the modified CECL transition adjustment.

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Dividend Restrictions

In addition to the above requirements, banking regulations and capital guidelines generally limit the amount of dividends that may be paid by a bank without prior regulatory approval.  Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year’s profits, combined with the retained profit of the previous two years, subject to the capital requirements described above. Pursuant to the Basel III rules that came into effect January 1, 2015, and were fully phased in as of January 1, 2019, the Bank must keep a capital conservation buffer of 2.50% above the new regulatory minimum capital requirements, which must consist entirely of Common Equity Tier 1 capital in order to avoid additional limitations on capital distributions and certain other payments.

Note 12 Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  The fair value hierarchy established by the Company also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  Three levels of inputs that may be used to measure fair value are:

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

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

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

Transfers between levels are deemed to have occurred at the end of the reporting period.  At March 31, 2022 and 2021, there were no transfers between levels.

The majority of securities available-for-sale are valued by external pricing services or dealer market participants and are classified in Level 2 of the fair value hierarchy.  Both market and income valuation approaches are utilized.  Quarterly, the Company evaluates the methodologies used by the external pricing services or dealer market participants to develop the fair values to determine whether the results of the valuations are representative of an exit price in the Company’s principal markets and an appropriate representation of fair value.  The Company uses the following methods and significant assumptions to estimate fair value:

Government-sponsored agency debt securities are primarily priced using available market information through processes such as benchmark spreads, market valuations of like securities, like securities groupings and matrix pricing.
Other government-sponsored agency securities, MBS and some of the actively traded real estate mortgage investment conduits and collateralized mortgage obligations are priced using available market information including benchmark yields, prepayment speeds, spreads, volatility of similar securities and trade date.
State and political subdivisions are largely grouped by characteristics (e.g., geographical data and source of revenue in trade dissemination systems).  Because some securities are not traded daily and due to other grouping limitations, active market quotes are often obtained using benchmarking for like securities.
Auction rate securities are priced using market spreads, cash flows, prepayment speeds, and loss analytics.  Therefore, the valuations of auction rate asset-backed securities are considered Level 2 valuations.
Asset-backed collateralized loan obligations were priced using data from a pricing matrix supported by our bond accounting service provider and are therefore considered Level 2 valuations.
Annually every security holding is priced by a pricing service independent of the regular and recurring pricing services used.  The independent service provides a measurement to indicate if the price assigned by the regular service is within or outside of a reasonable range.  Management reviews this report and applies judgment in adjusting calculations at year end related to securities pricing.

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Residential mortgage loans available for sale in the secondary market are carried at fair market value.  The fair value of loans held-for-sale is determined using quoted secondary market prices.
Lending related commitments to fund certain residential mortgage loans, e.g., residential mortgage loans with locked interest rates to be sold in the secondary market and forward commitments for the future delivery of mortgage loans to third party investors, as well as forward commitments for future delivery of MBS are considered derivatives.  Fair values are estimated based on observable changes in mortgage interest rates including prices for MBS from the date of the commitment and do not typically involve significant judgments by management.
The fair value of mortgage servicing rights is based on a valuation model that calculates the present value of estimated net servicing income.  The valuation model incorporates assumptions that market participants would use in estimating future net servicing income to derive the resultant value.  The Company is able to compare the valuation model inputs, such as the discount rate, prepayment speeds, weighted average delinquency and foreclosure/bankruptcy rates to widely available published industry data for reasonableness.
Interest rate swap positions, both assets and liabilities, are based on valuation pricing models using an income approach reflecting readily observable market parameters such as interest rate yield curves.
The fair value of impaired loans with specific allocations of the allowance for credit losses is essentially based on recent real estate appraisals or the fair value of the collateralized asset.  These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach.  Adjustments are made in the appraisal process by the appraisers to reflect differences between the available comparable sales and income data.  Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.
Nonrecurring adjustments to certain commercial and residential real estate properties classified as OREO are measured at fair value, less costs to sell.  Fair values are based on third party appraisals of the property, resulting in a Level 3 classification, or an executed pending sales contract.  In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.

Assets and Liabilities Measured at Fair Value on a Recurring Basis:

The tables below present the balance of assets and liabilities at March 31, 2022, and December 31, 2021, respectively, measured by the Company at fair value on a recurring basis:

March 31, 2022

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets:

Securities available-for-sale

U.S. Treasury

$

220,563

$

-

$

-

$

220,563

U.S. government agencies

-

59,036

-

59,036

U.S. government agencies mortgage-backed

-

153,148

-

153,148

States and political subdivisions

-

222,575

13,833

236,408

Corporate bonds

-

9,683

-

9,683

Collateralized mortgage obligations

-

696,513

-

696,513

Asset-backed securities

-

274,941

-

274,941

Collateralized loan obligations

-

166,158

-

166,158

Loans held-for-sale

-

8,075

-

8,075

Mortgage servicing rights

-

-

10,376

10,376

Interest rate swap agreements

-

952

-

952

Mortgage banking derivatives

-

930

-

930

Total

$

220,563

$

1,592,011

$

24,209

$

1,836,783

Liabilities:

Interest rate swap agreements, including risk participation agreements

$

-

$

3,663

$

-

$

3,663

Total

$

-

$

3,663

$

-

$

3,663

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

December 31, 2021

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets:

Securities available-for-sale

U.S. Treasury

$

202,339

$

-

$

-

$

202,339

U.S. government agencies

-

61,888

-

61,888

U.S. government agencies mortgage-backed

-

172,302

-

172,302

States and political subdivisions

-

242,373

14,092

256,465

Corporate bonds

-

9,887

-

9,887

Collateralized mortgage obligations

-

672,967

-

672,967

Asset-backed securities

-

236,877

-

236,877

Collateralized loan obligations

-

79,763

-

79,763

Loans held-for-sale

-

4,737

-

4,737

Mortgage servicing rights

-

-

7,097

7,097

Interest rate swap agreements

-

3,494

-

3,494

Mortgage banking derivatives

-

508

-

508

Total

$

202,339

$

1,484,796

$

21,189

$

1,708,324

Liabilities:

Interest rate swap agreements, including risk participation agreements

$

-

$

6,809

$

-

$

6,809

Total

$

-

$

6,809

$

-

$

6,809

The changes in Level 3 assets and liabilities measured at fair value on a recurring basis are as follows:

Three Months Ended March 31, 2022

Securities available-for-sale

States and

Mortgage

Political

Servicing

   

Subdivisions

   

Rights

Beginning balance January 1, 2022

$

14,092

$

7,097

Total gains or losses

Included in earnings

(33)

3,228

Included in other comprehensive income

(938)

-

Purchases, issuances, sales, and settlements

Purchases

1,076

-

Issuances

-

301

Settlements

(364)

(250)

Ending balance March 31, 2022

$

13,833

$

10,376

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Three Months Ended March 31, 2021

Securities available-for-sale

States and

Mortgage

Political

Servicing

    

Subdivisions

    

Rights

Beginning balance January 1, 2021

$

4,319

$

4,224

Total gains or losses

Included in earnings

(3)

1,485

Included in other comprehensive income

299

-

Purchases, issuances, sales, and settlements

Purchases

58

-

Issuances

-

552

Settlements

(32)

(372)

Ending balance March 31, 2021

$

4,641

$

5,889

The following table and commentary presents quantitative and qualitative information about Level 3 fair value measurements as of March 31, 2022:

Weighted

Measured at fair value

Significant Unobservable

Average

on a recurring basis:

   

Fair Value

   

Valuation Methodology

   

Inputs

   

Range of Input

   

of Inputs

Mortgage servicing rights

$

10,376

Discounted Cash Flow

Discount Rate

9.0 - 11.0%

9.0

%

Prepayment Speed

5.7 - 28.9%

6.2

%

The following table and commentary presents quantitative and qualitative information about Level 3 fair value measurements as of December 31, 2021:

Weighted

Measured at fair value

Significant Unobservable

Average

on a recurring basis:

   

Fair Value

   

Valuation Methodology

   

Inputs

   

Range of Input

   

of Inputs

Mortgage servicing rights

$

7,097

Discounted Cash Flow

Discount Rate

11.0 - 15.0%

11.0

%

Prepayment Speed

0.0 - 36.6%

11.9

%

In addition to the above, Level 3 fair value measurement included $13.8 million for state and political subdivisions representing various local municipality securities at March 31, 2022.  These securities were classified as securities available-for-sale, and were valued using a discount based on market spreads of similar assets, but the liquidity premium was an unobservable input.  The state and political subdivisions securities balance in Level 3 fair value at March 31, 2021, was $4.6 million.  These securities were classified as securities available-for-sale, and were valued using a discount based on market spreads of similar assets, but the liquidity premium was an unobservable input.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis:

The Company may be required, from time to time, to measure certain other assets at fair value on a nonrecurring basis in accordance with GAAP.  These assets consist of individually evaluated (formerly, impaired) loans and OREO.  For assets measured at fair value on a nonrecurring basis at March 31, 2022, and December 31, 2021, respectively, the following tables provide the level of valuation assumptions used to determine each valuation and the carrying value of the related assets:

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Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

March 31, 2022

    

Level 1

    

Level 2

    

Level 3

    

Total

Individually evaluated loans1

$

-

$

-

$

21,990

$

21,990

Other real estate owned, net2

-

-

2,374

2,374

Total

$

-

$

-

$

24,364

$

24,364

1 Represents carrying value and related write-downs of loans for which adjustments are substantially based on the appraised value of collateral for collateral-dependent loans, which had a carrying amount of $33.6 million and a valuation allowance of $11.6 million resulting in an increase of specific allocations within the allowance for credit losses on loans of $6.2 million for the three months ended March 31, 2022.

2 OREO is measured at fair value, less costs to sell, and had a net carrying amount of $2.4 million at March 31, 2022, which is made up of the outstanding balance of $3.7 million, net of a purchase accounting adjustment of $131,000 and a valuation allowance of $1.2 million.

December 31, 2021

    

Level 1

    

Level 2

    

Level 3

    

Total

Individually evaluated loans1

$

-

$

-

$

13,138

$

13,138

Other real estate owned, net2

-

-

2,356

2,356

Total

$

-

$

-

$

15,494

$

15,494

1 Represents carrying value and related write-downs of loans for which adjustments are substantially based on the appraised value of collateral for collateral-dependent loans, which had a carrying amount of $18.5 million and a valuation allowance of $5.4 million resulting in an increase of specific allocations within the allowance for credit losses on loans of $2.7 million for the year December 31, 2021.

2 OREO is measured at fair value, less costs to sell, and had a net carrying amount of $2.4 million at December 31, 2021, which is made up of the outstanding balance of $3.7 million, net of a purchase accounting adjustment of $131,000 and a valuation allowance of $1.2 million.

The Company has estimated the fair values of these assets based primarily on Level 3 inputs.  OREO and impaired loans are generally valued using the fair value of collateral provided by third party appraisals.  These valuations include assumptions related to cash flow projections, discount rates, and recent comparable sales.  The numerical ranges of unobservable inputs for these valuation assumptions are not meaningful.

Note 13 – Fair Values of Financial Instruments

The estimated fair values approximate carrying amount for all items except those described in the following table.  Securities available-for-sale fair values are based upon market prices or dealer quotes, and if no such information is available, on the rate and term of the security.  The carrying value of FHLBC stock approximates fair value as the stock is nonmarketable and can only be sold to the FHLBC or another member institution at par.  FHLBC stock is carried at cost and considered a Level 2 fair value.  March 31, 2022 and December 31, 2021, the fair values of loans and leases are estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors.  The fair value of time deposits is estimated using discounted future cash flows at current rates offered for deposits of similar remaining maturities.  The fair values of borrowings were estimated based on interest rates available to the Company for debt with similar terms and remaining maturities.  The fair value of off balance sheet volume is not considered material.

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

The carrying amount and estimated fair values of financial instruments were as follows:

March 31, 2022

Carrying

Fair

    

Amount

    

Value

    

Level 1

    

Level 2

    

Level 3

Financial assets:

Cash and due from banks

$

41,511

$

41,511

$

41,511

$

-

$

-

Interest earning deposits with financial institutions

593,166

593,166

593,166

-

-

Securities available-for-sale

1,816,450

1,692,488

220,563

1,582,054

13,833

FHLBC and FRBC stock

21,974

21,974

-

21,974

-

Loans held-for-sale

8,075

8,075

-

8,075

-

Net loans

3,358,062

3,386,123

-

-

3,386,123

Mortgage servicing rights

10,376

10,376

-

-

10,376

Interest rate swap agreements

952

952

-

952

-

Interest rate lock commitments and forward contracts

930

930

-

930

-

Interest receivable on securities and loans

14,910

14,910

-

14,910

-

Financial liabilities:

Noninterest bearing deposits

$

1,461,712

$

1,461,712

$

1,461,712

$

-

$

-

Interest bearing deposits

4,083,013

4,083,279

-

4,083,279

-

Securities sold under repurchase agreements

33,521

33,521

-

33,521

-

Junior subordinated debentures

25,773

23,711

-

23,711

-

Subordinated debentures

59,233

56,233

56,233

Senior notes

44,506

44,466

44,466

-

-

Note payable and other borrowings

17,992

18,034

-

18,034

-

Interest rate swap agreements

3,657

3,657

-

3,657

-

Interest payable on deposits and borrowings

1,854

1,854

-

1,854

-

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

December 31, 2021

Carrying

Fair

    

Amount

    

Value

    

Level 1

    

Level 2

    

Level 3

Financial assets:

Cash and due from banks

$

38,565

$

38,565

$

38,565

$

-

$

-

Interest earning deposits with financial institutions

713,542

713,542

713,542

-

-

Securities available-for-sale

1,692,488

1,692,488

202,339

1,476,057

14,092

FHLBC and FRBC stock

13,257

13,257

-

13,257

-

Loans held-for-sale

4,737

4,737

-

4,737

-

Net loans

3,377,667

3,408,199

-

-

3,408,199

Mortgage servicing rights

7,097

7,097

-

-

7,097

Interest rate swap agreements

3,494

3,494

-

3,494

-

Interest rate lock commitments and forward contracts

508

508

-

508

-

Interest receivable on securities and loans

13,431

13,431

-

13,431

-

Financial liabilities:

Noninterest bearing deposits

$

1,428,055

$

1,428,055

$

1,428,055

$

-

$

-

Interest bearing deposits

4,038,177

4,041,369

-

4,041,369

-

Securities sold under repurchase agreements

50,377

50,377

-

50,377

-

Junior subordinated debentures

25,773

18,557

-

18,557

-

Subordinated debentures

59,212

60,111

60,111

Senior notes

44,480

44,480

44,480

-

Note payable and other borrowings

19,074

19,411

-

19,411

-

Interest rate swap agreements

6,788

6,788

-

6,788

-

Interest payable on deposits and borrowings

1,706

1,706

-

1,706

-

Note 14 – Derivatives, Hedging Activities and Financial Instruments with Off-Balance Sheet Risk

Risk Management Objective of Using Derivatives

The Company is exposed to certain risk arising from both its business operations and economic conditions.  The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments.  Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.  The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s loan portfolio.  

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.  In December of 2019, the Company also executed a loan pool hedge of $50 million to convert variable rate loans to a fixed rate index for a five year term.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified into interest income/expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will

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Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

be reclassified to interest expense as interest payments are received on the Company’s variable-rate borrowings.  During the next twelve months, the Company estimates that an additional $178,000 will be reclassified as an increase to interest income and an additional $162,000 will be reclassified as an increase to interest expense.  

Non-designated Hedges

Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers.  The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies.  Those interest rate swaps are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions.  As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives with financial counterparties are recognized directly in earnings.  

The Company also grants mortgage loan interest rate lock commitments to borrowers, subject to normal loan underwriting standards.  The interest rate risk associated with these loan interest rate lock commitments is managed with contracts for future deliveries of loans as well as selling forward mortgage-backed securities contracts.  Loan interest rate lock commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  Commitments to originate residential mortgage loans held-for-sale and forward commitments to sell residential mortgage loans or forward MBS contracts are considered derivative instruments and changes in the fair value are recorded to mortgage banking revenue.  Fair values are estimated based on observable changes in mortgage interest rates including mortgage-backed securities prices from the date of the commitment.

Disclosure of Fair Values of Derivative Instruments on the Balance Sheet

The Company entered into a forward starting interest rate swap on August 18, 2015, with an effective date of June 15, 2017.  This transaction had a notional amount totaling $25.8 million as of March 31, 2022, was designated as a cash flow hedge of certain junior subordinated debentures and was determined to be fully effective during the period presented.  As such, no amount of ineffectiveness has been included in net income.  Therefore, the aggregate fair value of the swap is recorded in other liabilities with changes in fair value recorded in other comprehensive income, net of tax.  The amount included in other comprehensive income would be reclassified to current earnings should all or a portion of the hedge no longer be considered effective.  The Company expects the hedge to remain fully effective during the remaining term of the swap.  The Bank will pay the counterparty a fixed rate and receive a floating rate based on three month LIBOR.  The trust preferred securities changed from fixed rate to floating rate on June 15, 2017.  The cash flow hedge has a maturity date of June 15, 2037.

In December 2019, the Company also executed a loan pool hedge of $50.0 million to convert variable rate loans to a fixed rate index for a five year term.  This transaction falls under hedge accounting standards and is paired against a pool of the Bank’s LIBOR-based loans. Overall, the new swap only bolsters income in down rate scenarios by a modest degree.  We consider the current level of interest rate risk to be moderate but intend to continue looking for market opportunities to hedge further.  

The Bank also has interest rate derivative positions to assist with risk management that are not designated as hedging instruments.  These derivative positions relate to transactions in which the Bank enters an interest rate swap with a client while at the same time entering into an offsetting interest rate swap with another financial institution.  The Bank held no cash collateral and $180,000 of cash collateral related to one correspondent financial institution to cover the loan pool hedge mark to market valuation at March 31, 2022, and December 31, 2021, respectively.  The Bank had $18.5 million and $17.2 million of cash collateral held by one correspondent financial institution to support interest rate swap activity and no investment securities were required to be pledged to any correspondent financial institution at March 31, 2022 and December 31, 2021, respectively.  At March 31, 2022, the notional amount of non-hedging interest rate swaps was $150.7 million with a weighted average maturity of 5.9 years.  At December 31, 2021, the notional amount of non-hedging interest rate swaps was $165.0 million with a weighted average maturity of 3.9 years.  The Bank offsets derivative assets and liabilities that are subject to a master netting arrangement.

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Balance Sheet as of March 31, 2022 and December 31, 2021.

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Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Fair Value of Derivative Instruments

March 31, 2022

No. of Trans.

Notional Amount $

Balance Sheet Location

Fair Value $

Balance Sheet Location

Fair Value $

Derivatives designated as hedging instruments

Interest rate swap agreements

2

75,774

Other Assets

-

Other Liabilities

2,705

Total derivatives designated as hedging instruments

-

2,705

Derivatives not designated as hedging instruments

Interest rate swaps with commercial loan customers

23

150,712

Other Assets

952

Other Liabilities

952

Interest rate lock commitments and forward contracts

81

32,994

Other Assets

930

Other Liabilities

-

Other contracts

3

17,050

Other Assets

-

Other Liabilities

6

Total derivatives not designated as hedging instruments

1,882

958

December 31, 2021

No. of Trans.

Notional Amount $

Balance Sheet Location

Fair Value $

Balance Sheet Location

Fair Value $

Derivatives designated as hedging instruments

Interest rate swap agreements

2

75,774

Other Assets

808

Other Liabilities

4,102

Total derivatives designated as hedging instruments

808

4,102

Derivatives not designated as hedging instruments

Interest rate swaps with commercial loan customers

26

165,005

Other Assets

2,686

Other Liabilities

2,686

Interest rate lock commitments and forward contracts

87

34,414

Other Assets

508

Other Liabilities

-

Other contracts

3

17,173

Other Assets

-

Other Liabilities

21

Total derivatives not designated as hedging instruments

3,194

2,707

Disclosure of the Effect of Fair Value and Cash Flow Hedge Accounting

The fair value and cash flow hedge accounting related to derivatives covered under ASC Subtopic 815-20 impacted Accumulated Other Comprehensive Income (“AOCI”) and the Income Statement.  The loss recognized in AOCI on derivatives totaled $1.9 million as of March 31, 2022, and $705,000 as of March 31, 2021.  The amount of the gain reclassified from AOCI to interest income or interest expense on the income statement totaled $16,000 and $12,000 for the three months ended March 31, 2022, and March 31, 2021, respectively.  

Credit-risk-related Contingent Features

For derivative transactions involving counterparties who are lending customers of the Company, the derivative credit exposure is managed through the normal credit review and monitoring process, which may include collateralization, financial covenants and/or financial guarantees of affiliated parties.  Agreements with such customers require that losses associated with derivative transactions receive payment priority from any funds recovered should a customer default and ultimate disposition of collateral or guarantees occur.

Credit exposure to broker/dealer counterparties is managed through agreements with each derivative counterparty that require collateralization of fair value gains owed by such counterparties.  Some small degree of credit exposure exists due to timing differences between when a gain may occur and the subsequent point in time that collateral is delivered to secure that gain.  This is monitored by the Company and procedures are in place to minimize this exposure.  Such agreements also require the Company to collateralize counterparties in circumstances wherein the fair value of the derivatives result in loss to the Company.

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Table of Contents

Old Second Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data, unaudited)

Other provisions of such agreements include the definition of certain events that may lead to the declaration of default and/or the early termination of the derivative transaction(s):

If the Company either defaults or is capable of being declared in default on any of its indebtedness (exclusive of deposit obligations), then the Company could also be declared in default on its derivative obligations.
If a merger occurs that materially changes the Company's creditworthiness in an adverse manner.
If certain specified adverse regulatory actions occur, such as the issuance of a Cease and Desist Order, or citations for actions considered Unsafe and Unsound or that may lead to the termination of deposit insurance coverage by the FDIC.

The Bank also issues letters of credit, which are conditional commitments that guarantee the performance of a customer to a third party.  The credit risk involved and collateral obtained in issuing letters of credit are essentially the same as that involved in extending loan commitments to our customers.  In addition to customer related commitments, the Company is responsible for letters of credit commitments that relate to properties held in OREO.  The following table represents the Company’s contractual commitments due to letters of credit as of March 31, 2022, and December 31, 2021.

The following table is a summary of letter of credit commitments:

March 31, 2022

December 31, 2021

    

Fixed

    

Variable

    

Total

    

Fixed

    

Variable

    

Total

  

Letters of credit:

Borrower:

Financial standby

$

384

$

19,416

$

19,800

$

384

$

17,474

$

17,858

Commercial standby

-

-

-

-

-

-

Performance standby

308

15,683

15,991

456

14,907

15,363

692

35,099

35,791

840

32,381

33,221

Non-borrower:

Performance standby

-

67

67

-

67

67

Total letters of credit

$

692

$

35,166

$

35,858

$

840

$

32,448

$

33,288

Unused loan commitments:

$

107,085

$

910,602

$

1,017,687

$

84,225

$

895,665

$

979,890

As of March 31, 2022, the Company evaluated current market conditions, including any impacts related to COVID-19, market interest rate changes, and unused line of credit utilization trends during the first quarter of 2022, and based on that analysis under the CECL methodology, the Company determined credit losses related to unfunded commitments totaled $4.2 million, excluding a $1.5 million purchase accounting adjustment on unfunded commitments recorded from our West Suburban acquisition, which is being accreted to interest income over the estimated life of the unused commitments.  The resultant decrease in the ACL for unfunded commitments of $320,000 for the first quarter of 2022, compared to the prior quarter end, is primarily related to a decrease in the commercial unfunded commitments funding rate assumptions based on our analysis of the last 12 months of utilization.  The Company will continue to assess the credit risk at least quarterly, and adjust the allowance for unfunded commitments, which is carried within other liabilities on our Consolidated Balance Sheet, as needed, with the appropriate offsetting entry to the provision for credit losses on our Consolidated Statements of Income.

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Table of Contents

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

Overview

The following discussion provides additional information regarding our operations for the three months ended March 31, 2022, compared to the three months ended March 31, 2021, and our financial condition at March 31, 2022, compared to December 31, 2021.  This discussion should be read in conjunction with our consolidated financial statements as well as the financial and statistical data appearing elsewhere in this report and our Form 10-K for the year ended December 31, 2021.  The results of operations for the three months ended March 31, 2022, are not necessarily indicative of future results.  Dollar amounts presented in the following tables are in thousands, except per share data, and March 31, 2022 and 2021 amounts are unaudited.

In this report, unless the context suggests otherwise, references to the “Company,” “we,” “us,” and “our” mean the combined business of Old Second Bancorp, Inc. and its subsidiary bank, Old Second National Bank (the “Bank”).

We have made, and will continue to make, various forward-looking statements with respect to financial and business matters. Comments regarding our business that are not historical facts are considered forward-looking statements that involve inherent risks and uncertainties. Actual results may differ materially from those contained in these forward-looking statements. For additional information regarding our cautionary disclosures, see the “Cautionary Note Regarding Forward-Looking Statements” on page 3 of this report.

Business Overview

The Company is a bank holding company headquartered in Aurora, Illinois. Through our wholly-owned subsidiary bank, Old Second National Bank, a national banking organization also headquartered in Aurora, Illinois, we offer a wide range of financial services through our 62 banking centers located in Cook, DeKalb, DuPage, Kane, Kendall, LaSalle and Will counties in Illinois.  These banking centers offer access to a full range of traditional retail and commercial banking services including treasury management operations as well as fiduciary and wealth management services.  We focus our business on establishing and maintaining relationships with our clients while maintaining a commitment to provide for the financial services needs of the communities in which we operate.  We emphasize relationships with individual customers as well as small to medium-sized businesses throughout our market area.  We also have extensive wealth management services, which includes a registered investment advisory platform in addition to trust administration and trust services related to personal and corporate trusts and employee benefit plan administration services.

Merger with West Suburban Bancorp, Inc.

On December 1, 2021, we completed our merger with West Suburban Bancorp, Inc. (“West Suburban”), the holding company for West Suburban Bank.  Under the terms of the merger agreement, each share of West Suburban common stock was converted into 42.413 shares of our common stock and $271.15 in cash. Total cash and stock consideration paid was approximately $295.2 million. With the acquisition of West Suburban, we acquired 34 branches in DuPage, Kane, Kendall and Will counties in Illinois. The transaction is discussed in more detail in Note 2 to our Consolidated Financial Statements included in this report.

COVID-19 Update

Our historically careful underwriting practices and diverse loan portfolio has helped minimize the adverse impact of the pandemic on the Company. In addition, the combination of the vaccine rollout, government stimulus payments, and reduced spending during the pandemic are likely contributing factors mitigating the impact of the pandemic on our business, financial condition, results of operations, and our customers as of March 31, 2022. While vaccine availability and uptake has increased, the longer term macro-economic effects on global supply chains, inflation, labor shortages and wage increases continue to impact many industries. The ultimate extent of the impact of the COVID-19 pandemic on our business, financial condition and results of operations is currently uncertain and will depend on various developments and other factors, including new COVID-19 cases, hospitalizations and deaths leading to additional government imposed restrictions; refusals to receive the vaccine along with concerns related to new strains of the virus; supply chain issues remaining unresolved longer than anticipated; labor shortages and wage increases continuing to impact many industries; consumer confidence and spending falls; and rising geopolitical tensions. Given the ongoing and dynamic nature of the circumstances surrounding the pandemic, it is difficult to predict its future adverse financial impact to the Company, although we expect to continue to be impacted by the pandemic throughout the remainder of 2022.

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Table of Contents

Results of Operation and Financial Condition

We continue to monitor the impact of the COVID-19 pandemic on our results of operations and financial condition.  For the year ended December 31, 2020, we determined it prudent to increase our allowance for credit losses to $33.9 million, driven by both our adoption of the Current Expected Credit Losses (“CECL”) methodology and the expected impact of the COVID-19 pandemic and market interest rate reductions in anticipation of continued market risk and uncertainty.  In 2021, due to the lack of significant net charge-offs projected with the 2020 forecast, and a more favorable forecast for the estimated life of loans, we reversed $9.5 million of our legacy allowance for credit losses, but recorded $12.1 million of Day One credit marks to the allowance for credit losses, as well as $12.2 million of Day Two adjustments on non-purchase credit deteriorated life of loan loss estimates, each stemming from the West Suburban acquisition. In the first quarter of 2022, we recorded provision expense of $320,000 based on our assessment of nonperforming loan metrics and trends and estimated future credit losses. We recorded net charge-offs of $293,000 in the first quarter of 2022, which reduced the ACL.  

We also adjust our investment securities portfolio to fair value each period end and review for any impairment that would require a provision for credit losses.  At this time, we have determined there is no need for a provision for credit losses related to our investment securities portfolio.  Because of changing economic and market conditions affecting issuers, we may be required to recognize impairments in the future on the securities we hold as well as experience reductions in other comprehensive income.  We cannot currently determine the ultimate impact of the pandemic on the long-term value of our portfolio.

As of March 31, 2022 and December 31, 2021, we had $86.3 million of goodwill.  At November 30, 2021, we performed our recurring annual review for any goodwill impairment.  We determined no goodwill impairment existed, however, continued delayed recovery or further deterioration in market conditions related to the general economy, financial markets, and the associated impacts on our customers, employees and vendors, among other factors, could significantly impact the impairment analysis and may result in future goodwill impairment charges that, if incurred, could have a material adverse effect on our results of operations and financial condition.

Lending Operations and Accommodations to Borrowers

To more fully support our customers during the pandemic, we established client assistance programs, including offering commercial, consumer, and mortgage loan payment deferrals for certain clients.  During 2020 and 2021, we executed 509 of these deferrals on loan balances of $242.7 million. As of March 31, 2022, over 97% of the loan balances previously in deferral status had resumed payments or paid off.

During 2020 and 2021, as part of the SBA Paycheck Protection Program (“PPP”), we processed 1,320 PPP loan applications, representing a total of $199.0 million, and we acquired $20.8 million PPP loans from our acquisition of West Suburban. We started the application process for loan forgiveness for PPP loans in October 2020, and we continued to receive funds for forgiven loans from both the first and second round of PPP loans through March 2022.  As of March 31, 2022, we had 80 loans, which totaled $11.2 million, still outstanding under the PPP program.  We expect the application process for loan forgiveness to continue through the third quarter of 2022, with funds to be received from the SBA for the forgiven loans through the remainder of 2022.    

Capital and Liquidity

As of March 31, 2022, all of our capital ratios were in excess of all regulatory requirements. While we believe that we have sufficient capital to withstand an extended economic recession brought about by the COVID-19 pandemic, our reported and regulatory capital ratios could be adversely impacted by credit losses.

We believe there could be potential stresses on liquidity management as a result of the COVID-19 pandemic.  For instance, as customers manage their own liquidity stress, we could experience an increase in the utilization of existing lines of credit.  However, to date, due in part to federal government stimulus funds received by our customers, as well as a higher volume of loan paydowns than periods prior to COVID-19, our liquidity has increased.

Financial Overview

Net income for the first quarter of 2022 was $12.0 million, or $0.27 per diluted share, compared to $11.9 million, or $0.40 per diluted share, for the first quarter of 2021. Our 2022 net income increased primarily as a result of the impact of a full quarter of earnings, following our acquisition of West Suburban, which resulted in growth in net interest income and noninterest income, partially offset by higher noninterest expense, which included $5.6 million in acquisition-related costs in the first quarter of 2022. Adjusted net income, a non-GAAP financial measure that excludes acquisition-related costs, was $16.1 million for the first quarter of 2022. See the discussion

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entitled “Non-GAAP Financial Measures” on page 41, as well as the table below, which provides a reconciliation of this non-GAAP measure to the most comparable GAAP equivalents.

Quarters Ended

March 31, 

December 31, 

March 31, 

    

2022

    

2021

2021

Net Income

Income (loss) before income taxes (GAAP)

$

16,443

$

(11,539)

$

11,879

Pre-tax income adjustments:

Provision for credit losses - Day Two

-

14,625

-

Merger-related costs

5,604

12,765

-

Adjusted net income before taxes

22,047

15,851

11,879

Taxes on adjusted net income

5,930

3,396

-

Adjusted net income (non-GAAP)

$

16,117

$

12,455

$

11,879

Basic earnings (loss) per share (GAAP)

$

0.27

$

(0.27)

$

0.41

Diluted earnings (loss) per share (GAAP)

0.27

(0.26)

0.40

Adjusted basic earnings per share excluding acquisition-related costs (non-GAAP)

0.36

0.37

0.41

Adjusted diluted earnings per share excluding acquisition-related costs (non-GAAP)

0.36

0.36

0.40

The following provides an overview of some of the factors impacting our financial performance for the three month period ended March 31, 2022, compared to the like period ended March 31, 2021:

Net interest and dividend income was $41.2 million for the first quarter of 2022, compared to $23.5 million for the first quarter of 2021. Growth in interest and dividend income in the first quarter of 2022 reflected a full quarter of West Suburban loan and securities income.

We did not record a net provision for credit losses or a release of provision expense in the first quarter of 2022, as an assessment of the portfolio resulted in a reduction in our allowance for unfunded commitments, which was offset by a like increase in the allowance for credit losses on loans.  We recorded a $3.0 million release of provision expense in the first quarter of 2021.      

Noninterest income was $13.5 million for the first quarter of 2022, compared to $11.3 million for the first quarter of 2021.  Growth in wealth management, service charges on deposits, and card related income resulted primarily from the West Suburban acquisition and resultant additional fee income.  In addition, an increase of $1.9 million was reflected in the mark to market gain on mortgage servicing rights (“MSRs”) in the first quarter of 2022, compared to the first quarter of 2021, due to an increase in market interest rates in the 2022 period.  These increases were partially offset by a $2.2 million decrease in net gain on sales of mortgage loans in the first quarter of 2022, compared to the first quarter of 2021.

Noninterest expense was $38.3 million for the first quarter of 2022, compared to $21.7 million for the first quarter of 2021, an increase of $16.5 million, or 76.1%.  The increase was due to growth in salaries and employee benefits and occupancy, furniture and equipment expenses in the first quarter of 2022, primarily stemming from the additional employees and branches due to the West Suburban acquisition.  In addition, we recorded $5.6 million of acquisition-related costs in the first quarter of 2022, primarily within computer and data processing, consulting and management fees and other expense related to the West Suburban acquisition.  

We had a provision for income tax expense of $4.4 million for the first quarter of 2022, compared to a provision for income tax expense of $4.2 million for the first quarter of 2021.  The increase in tax expense for the first quarter of 2022 was due to an increase in pre-tax income, compared to the year over year quarter.  

Our community-focused banking franchise experienced a $19.6 million decrease in total loans in the first quarter of 2022, compared to the year ended December 31, 2021, but an increase of $1.44 billion in total loans compared to the first quarter of 2021, as we acquired $1.50 billion of loans in the West Suburban acquisition.  We believe we are positioned for moderate loan growth as we continue to serve our customers’ needs in a competitive economic environment. We are continuing to seek to provide value to our customers and the communities in which we operate, by executing on growth opportunities in our local markets and developing new banking relationships, while ensuring the safety and soundness of our Bank, our customers and our employees during the COVID-19 pandemic.

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Nonaccrual loans decreased $5.6 million as of March 31, 2022, compared to December 31, 2021, due to the upgrade or payoff of various credits in the first quarter of 2022.  Nonperforming loans as a percent of total loans was 1.1% as of March 31, 2022, compared to 1.3% as of December 31, 2021, and 1.1% at March 31, 2021.  Classified assets decreased to $69.0 million as of March 31, 2022, which is $8.1 million, or 10.5%, less than December 31, 2021, but $27.0 million more than March 31, 2021, due to the West Suburban acquisition in late 2021.  

Critical Accounting Estimates

Our consolidated financial statements are prepared based on the application of accounting policies in accordance with generally accepted accounting principles (“GAAP”) and follow general practices within the banking industry.  These policies require the reliance on estimates and assumptions, which may prove inaccurate or are subject to variations.  These estimates, assumptions, and judgments are based on information available as of the date of the consolidated financial statements.  Future changes in information may affect these estimates, assumptions, and judgments, which, in turn, may affect amounts reported in the consolidated financial statements.  Changes in underlying factors, assumptions, or estimates could have a material impact on our future financial condition and results of operations.  

Of the significant accounting policies used in the preparation of our consolidated financial statements, we have identified certain items as critical accounting policies based on the associated estimates, assumptions, judgments and complexity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes to our critical accounting policies or the estimates made pursuant to those policies during the most recent quarter from those disclosed in our 2021 Annual Report in Form 10-K.  

Non-GAAP Financial Measures

This report contains references to financial measures that are not defined in GAAP. Such non-GAAP financial measures include the presentation of net interest income and net interest margin on a tax equivalent (“TE”) basis, adjusted net income, adjusted basic and diluted earnings per share, our adjusted efficiency ratio, and our tangible common equity to tangible assets ratio.  Management believes that the presentation of these non-GAAP financial measures (a) provides important supplemental information that contributes to a proper understanding of our operating performance, (b) enables a more complete understanding of factors and trends affecting our business, and (c) allows investors to evaluate our performance in a manner similar to management, the financial services industry, bank stock analysts, and bank regulators. Management uses non-GAAP measures as follows: in the preparation of our operating budgets, monthly financial performance reporting, and in our presentation to investors of our performance.  However, we acknowledge that these non-GAAP financial measures have a number of limitations. Limitations associated with non-GAAP financial measures include the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently.  These disclosures should not be considered an alternative to our GAAP results.  A reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures is presented below or alongside the first instance where each non-GAAP financial measure is used.

Results of Operations

Overview

Three months ended March 31, 2022 and 2021

Our income before taxes was $16.4 million in the first quarter of 2022 compared to $16.1 million in the first quarter of 2021.  This increase in pretax income was primarily due to a $17.9 million increase in interest and dividend income, and a $2.2 million increase in noninterest income, primarily due to a full quarter of West Suburban loan, securities and fee income being included. These increases were partially offset by a $16.5 million increase in noninterest expense, primarily due to an increase in salaries and employee benefits, occupancy, furniture and equipment expense, computer and data processing expense and other expense. The majority of these increases were due to the inclusion of a full quarter of operating costs of the legacy West Suburban staff and branches, as well as $5.6 million of West Suburban acquisition-related costs in the first quarter of 2022, primarily within computer and data processing, consulting fees and other expense.  Our net income was $12.0 million, or $0.27 per diluted share, for the first quarter of 2022, compared to net income of $11.9 million, or $0.40 per diluted share, for the first quarter of 2021.

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Net interest and dividend income was $41.2 million in the first quarter of 2022, compared to $23.5 million in the first quarter of 2021.  The $17.7 million increase was primarily driven by growth in all interest and dividend income categories due to a full quarter of West Suburban related loan and securities income being reflected.   Partially offsetting this increase to net interest and dividend income was a $251,000 increase in interest expense in the first quarter of 2022, compared to the first quarter of 2021, primarily due to the issuance of subordinated debt in April 2021, partially offset by a decrease in the rate paid on our senior notes in the first quarter of 2022, as the interest rate payable on these notes became floating as of January 1, 2022, at three month LIBOR plus 385 basis points, compared to the prior 5.75% fixed rate.  

Average loans, including loans held for sale, increased $1.01 billion in the first quarter of 2022, compared to the fourth quarter of 2021, stemming primarily from the inclusion of a full quarter of average loans related to the $1.50 billion of loans acquired with the West Suburban acquisition, less PPP loans forgiven or repaid, and loan paydowns due to growth in our borrowers’ continued liquidity.

Net Interest Income

Net interest income, which is our primary source of earnings, is the difference between interest income earned on interest-earning assets, such as loans and investment securities, as well as accretion income on purchased loans, and interest incurred on interest-bearing liabilities, such as deposits and borrowings.  Net interest income depends upon the relative mix of interest-earning assets and interest-bearing liabilities, the ratio of interest-earning assets to total assets and of interest-bearing liabilities to total funding sources, and movements in market interest rates.  Our net interest income can be significantly influenced by a variety of factors, including overall loan demand, economic conditions, credit risk, the amount of nonearning assets including nonperforming loans and OREO, the amounts of and rates at which assets and liabilities reprice, variances in prepayment of loans and securities, early withdrawal of deposits, exercise of call options on borrowings or securities, a general rise or decline in interest rates, changes in the slope of the yield-curve, and balance sheet growth or contraction.

Three months ended March 31, 2022 and 2021

Our net interest and dividend income increased by $17.7 million to $41.2 million, for the first quarter of 2022, from $23.5 million for the first quarter of 2021.  This increase was primarily attributable to a $17.9 million increase in total interest and dividend income due to the acquisition of West Suburban in December 2021.  Partially offsetting this increase in interest and dividend income was an increase of $251,000 in total interest expense, primarily due to a full quarter of West Suburban deposit interest expense and an increase in subordinated debt interest expense based on the issuance in April 2021.  Net interest and dividend income for the first quarter of 2022 reflected an increase of $12.6 million, or 43.9%, compared to the fourth quarter of 2021.

Average earning assets for the first quarter of 2022 totaled $5.86 billion, reflecting an increase of $1.84 billion, or 45.7%, compared to the fourth quarter of 2021, and an increase of $2.95 billion, or 101.1%, compared to the first quarter of 2021.  Average interest earning deposits with financial institutions totaled $635.3 million for the first quarter of 2022, which reflected an increase of $47.6 million compared to the fourth quarter of 2021, and an increase of $275.7 million compared to the first quarter of 2021.  The yield on average interest earning deposits was 17 basis points for the first quarter of 2022, seven basis points more than the first quarter of 2021.  Securities reflected an increase in interest income year over year, primarily due to growth in volumes.  Total average securities for the first quarter of 2022 increased $774.7 million from the fourth quarter of 2021, and increased $1.27 billion from the first quarter of 2021. The increase in our average securities year over year was primarily due to the $1.07 billion in securities acquired in our acquisition of West Suburban in December 2021. The yield on average securities declined to 1.54% for the first quarter of 2022, compared to 1.73% for the fourth quarter of 2021 and 2.49% for the first quarter of 2021.  Total average loans, including loans held-for-sale, totaled $3.41 billion in the first quarter of 2022, which reflected an increase of $1.01 billion compared to the fourth quarter of 2021, and an increase of $1.39 billion compared to the first quarter of 2021.  The rise in average loan balances year over year was primarily due to the $1.50 billion loan portfolio acquired in our acquisition of West Suburban in December 2021.  This rise in loan volumes resulted in an increase in loan interest and fee income of $14.2 million in the year over year period.  For the first quarter of 2022, the yield on average loans decreased to 4.34%, compared to 4.37% for the fourth quarter of 2021, and 4.48% for the first quarter of 2021.  

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Average interest bearing liabilities increased $1.57 billion, or 59.0%, in the first quarter of 2022, compared to the fourth quarter of 2021, and increased $2.43 billion compared to the first quarter of 2021.  The year over year increase in average interest bearing liabilities was primarily driven by a $2.41 billion increase in interest bearing deposits and a $59.2 million increase in subordinated debentures.  The year over year and linked quarter increases in interest bearing deposits were primarily due to the West Suburban acquisition, as well as continued deposit growth of our legacy customers. The cost of interest bearing liabilities for the first quarter of 2022 decreased by 13 basis points from the fourth quarter of 2021, and decreased 21 basis points from the first quarter of 2021.  Growth in our average noninterest bearing demand deposits of $500.8 million in the year over year period has assisted us in controlling our cost of funds stemming from average interest bearing deposits and borrowings, which totaled 0.20% for the first quarter of 2022, 0.33% for the fourth quarter of 2021, and 0.41% for the first quarter of 2021.    

In the second quarter of 2021, we entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers pursuant to which we sold and issued $60.0 million in aggregate principal amount of our 3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031 (the “Notes”).  We sold the Notes to eligible purchasers in a private offering, and the proceeds of this issuance are intended to be used for general corporate purposes, which may include, without limitation, the redemption of existing senior debt, common stock repurchases and strategic acquisitions.  The Notes bear interest at a fixed annual rate of 3.50% through April 14, 2026, payable semi-annually in arrears.  As of April 15, 2026 forward, the interest rate on the Notes will generally reset quarterly to a rate equal to Three-Month Term SOFR (as defined by the Note) plus 273 basis points, payable quarterly in arrears.  The Notes have a stated maturity of April 15, 2031, and are redeemable, in whole are in part, on April 15, 2026, or any interest payment date thereafter, and at any time upon the occurrence of certain events.

Due to the significant increase in interest earning deposits with financial institutions in 2020 and 2021 stemming from federal stimulus funds received and PPP loan forgiveness, we had no average other short-term borrowings, which typically consist of FHLBC advances, in the first quarter of 2022, in the fourth quarter of 2021 or the first quarter of 2021.   As of March 31, 2022, notes payable and other borrowings consisted of one long-term FHLBC advance of $5.9 million, and $12.0 million outstanding on a term note with a correspondent bank originated in the first quarter of 2020.  

Our net interest margin (GAAP) increased three basis points to 2.85% for the first quarter of 2022, compared to 2.82% for the fourth quarter of 2021, and decreased 42 basis points compared to 3.27% for the first quarter of 2021.  Our net interest margin (TE) increased two basis points to 2.88% for the first quarter of 2022, compared to 2.86% for the fourth quarter of 2021, and decreased 44 basis points compared to 3.32% for the first quarter of 2021.  The reductions year over year were due primarily to the lower level of market interest rates over the majority of the past twelve months, the related rate resets on loans and securities during the past year, and the increase in liquidity on the balance sheet.  

We continue to observe competitive pressure to maintain reduced interest rates on loans retained at renewal.  While our loan prices are targeted to achieve certain returns on equity, significant competition for commercial and industrial loans as well as commercial real estate loans has put pressure on loan yields, and our stringent underwriting standards limit our ability to make higher-yielding loans.

The following table sets forth certain information relating to our average consolidated balance sheet and reflect the yield on average earning assets and cost of average interest bearing liabilities for the periods indicated.  These yields reflect the related interest, on an annualized basis, divided by the average balance of assets or liabilities over the applicable period.  Average balances are derived from daily balances.  For purposes of discussion, net interest income and net interest income to total earning assets in the following tables have been adjusted to a non-GAAP TE basis using a marginal rate of 21% in 2022 and 2021 to more appropriately compare returns on tax-exempt loans and securities to other earning assets.

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Analysis of Average Balances,

Tax Equivalent Income / Expense and Rates

(Dollars in thousands - unaudited)

Quarters Ended

March 31, 2022

December 31, 2021

March 31, 2021

Average

Income /

Rate

Average

Income /

Rate

Average

Income /

Rate

Balance

Expense

%

Balance

Expense

%

Balance

Expense

%

Assets

Interest earning deposits with financial institutions

$

635,302

$

269

0.17

$

587,721

$

224

0.15

$

359,576

$

92

0.10

Securities:

Taxable

1,611,748

5,047

1.27

842,576

2,817

1.33

340,873

1,615

1.92

Non-taxable (TE)1

195,240

1,814

3.77

189,697

1,674

3.50

191,357

1,655

3.51

Total securities (TE)1

1,806,988

6,861

1.54

1,032,273

4,491

1.73

532,230

3,270

2.49

Dividends from FHLBC and FRBC

16,066

153

3.86

11,042

114

4.10

9,917

115

4.70

Loans and loans held-for-sale1, 2

3,405,421

36,448

4.34

2,393,017

26,368

4.37

2,014,773

22,266

4.48

Total interest earning assets

5,863,777

43,731

3.02

4,024,053

31,197

3.08

2,916,496

25,743

3.58

Cash and due from banks

42,941

-

-

34,225

-

-

28,461

-

-

Allowance for credit losses on loans

(44,341)

-

-

(34,567)

-

-

(34,540)

-

-

Other noninterest bearing assets

373,423

-

-

287,762

-

-

187,488

-

-

Total assets

$

6,235,800

$

4,311,473

$

3,097,905

Liabilities and Stockholders' Equity

NOW accounts

$

610,797

$

89

0.06

$

567,971

$

85

0.06

$

495,384

$

95

0.08

Money market accounts

1,098,913

170

0.06

611,632

142

0.09

329,050

77

0.09

Savings accounts

1,845,656

138

0.03

918,835

68

0.03

412,743

69

0.07

Time deposits

495,452

277

0.23

370,919

271

0.29

399,310

500

0.51

Interest bearing deposits

4,050,818

674

0.07

2,469,357

566

0.09

1,636,487

741

0.18

Securities sold under repurchase agreements

39,204

11

0.11

47,571

15

0.13

82,475

31

0.15

Junior subordinated debentures

25,773

280

4.41

25,773

283

4.36

25,773

280

4.41

Subordinated debentures

59,222

546

3.74

59,201

546

3.66

-

-

-

Senior notes

44,494

485

4.42

44,468

673

6.00

44,389

673

6.15

Notes payable and other borrowings

19,009

103

2.20

20,090

107

2.11

23,330

123

2.14

Total interest bearing liabilities

4,238,520

2,099

0.20

2,666,460

2,190

0.33

1,812,454

1,848

0.41

Noninterest bearing deposits

1,437,881

-

-

1,193,387

-

-

937,039

-

-

Other liabilities

60,601

-

-

68,314

-

-

37,801

-

-

Stockholders' equity

498,798

-

-

383,312

-

-

310,611

-

-

Total liabilities and stockholders' equity

$

6,235,800

$

4,311,473

$

3,097,905

Net interest income (GAAP)

$

41,236

$

28,649

$

23,543

Net interest margin (GAAP)

2.85

2.82

3.27

Net interest income (TE)1

$

41,632

$

29,007

$

23,895

Net interest margin (TE)1

2.88

2.86

3.32

Interest bearing liabilities to earning assets

72.28

%

66.26

%

62.14

%

1Represents a non-GAAP financial measure. See the discussion entitled “Non-GAAP Presentations” below that provides a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent. Tax equivalent basis is calculated using a marginal tax rate of 21% in 2022 and 2021.

2 Interest income from loans is shown on a tax equivalent basis, which is a non-GAAP financial measure, as discussed in the table on page 45, and includes fees of $1.1 million for the first quarter of 2022, $1.4 million fourth quarter of 2021, and $1.3 million for the first quarter of 2021.  Nonaccrual loans are included in the above-stated average balances.

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Reconciliation of Tax-Equivalent Non-GAAP Financial Measures

Net interest and dividend income (TE) and net interest income (TE) to average interest earning assets are non-GAAP measures that have been adjusted on a TE basis using a marginal rate of 21% for 2022 and 2021 to more appropriately compare returns on tax-exempt loans and securities to other earning assets.  The table below provides a reconciliation of each non-GAAP (TE) measure to the GAAP equivalent for the periods indicated:

Three Months Ended

March 31, 

December 31, 

March 31, 

Net Interest Margin

    

2022

    

2021

2021

Interest income (GAAP)

$

43,335

$

30,839

$

25,391

Taxable-equivalent adjustment:

Loans

15

7

4

Securities

381

351

348

Interest and dividend income (TE)

43,731

31,197

25,743

Interest expense (GAAP)

2,099

2,190

1,848

Net interest income (TE)

$

41,632

$

29,007

$

23,895

Net interest income (GAAP)

$

41,236

$

28,649

$

23,543

Average interest earning assets

$

5,863,777

$

4,024,053

$

2,916,496

Net interest margin (GAAP)

2.85

%

2.82

%

3.27

%

Net interest margin (TE)

2.88

%

2.86

%

3.32

%

Noninterest Income

Three months ended March 31, 2022 and 2021

The following table details the major components of noninterest income for the periods presented:

1st Quarter 2022

Noninterest Income

Three Months Ended

Percent Change From

(Dollars in thousands)

March 31, 

December 31, 

March 31, 

December 31, 

March 31, 

    

2022

    

2021

    

2021

    

2021

    

2021

 

Wealth management

$

2,698

$

2,422

$

2,151

11.4

25.4

Service charges on deposits

2,090

1,624

1,195

28.7

74.9

Residential mortgage banking revenue

Secondary mortgage fees

139

210

322

(33.8)

(56.8)

MSRs mark to market gain

2,978

1,463

1,113

103.6

167.6

Mortgage servicing income

518

534

567

(3.0)

(8.6)

Net gain on sales of mortgage loans

1,495

1,498

3,721

(0.2)

(59.8)

Total residential mortgage banking revenue

5,130

3,705

5,723

38.5

(10.4)

Securities (losses) gains, net

-

(14)

-

N/M

N/M

Change in cash surrender value of BOLI

124

227

334

(45.4)

(62.9)

Card related income

2,550

1,967

1,447

29.6

76.2

Other income

901

740

450

21.8

100.2

Total noninterest income

$

13,493

$

10,671

$

11,300

26.4

19.4

N/M - Not meaningful

Noninterest income increased $2.8 million, or 26.4%, in the first quarter of 2022, compared to the fourth quarter of 2021, and increased $2.2 million, or 19.4%, compared to the first quarter of 2021.  The increase from the linked quarter was primarily driven by a $1.4 million increase in residential mortgage banking revenue, attributable to a $1.5 million increase in mark to market gain on mortgage servicing

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rights (MSRs) stemming from market interest rate changes, partially offset by a $71,000 decrease in secondary mortgage fees in the first quarter of 2022, compared to the fourth quarter of 2021.  In addition, we had increases in wealth management fees of $276,000, service charges on deposit accounts of $466,000, and card related income of $583,000 in the first quarter of 2022, as compared to the linked quarter, due to the inclusion of a full quarter of West Suburban noninterest income in 2022.  These increases were partially offset by a decrease in the cash surrender value of BOLI of $103,000 in the first quarter of 2022, compared to the fourth quarter of 2021.

The increase in noninterest income in the first quarter of 2022, compared to the first quarter of 2021, is primarily due to a $1.1 million increase in card related income, stemming from the inclusion of a full quarter of West Suburban card-related activity. Also contributing to the increase in noninterest income in the first quarter of 2022, compared to the first quarter of 2021, were increases in wealth management fees of $547,000, service charges on deposits of $895,000, and other income of $451,000, primarily due to the inclusion of a full quarter of West Suburban activity. Partially offsetting these increases to noninterest income in the year over year period was a $593,000 decrease in residential mortgage banking revenue, due to a decrease in mortgage origination volumes in the first quarter of 2022, and a $210,000 decrease in the cash surrender value of BOLI.

Noninterest Expense

Three months ended March 31, 2022 and 2021

The following table details the major components of noninterest expense for the periods presented:

1st Quarter 2022

Noninterest Expense

Three Months Ended

Percent  Change From

(Dollars in thousands)

March 31, 

December 31, 

March 31, 

December 31, 

March 31, 

    

2022

    

2021

    

2021

    

2021

    

2021

 

Salaries

$

15,598

$

14,164

$

9,216

10.1

69.2

Officers incentive

994

1,293

1,653

(23.1)

(39.9)

Benefits and other

3,375

2,868

2,637

17.7

28.0

Total salaries and employee benefits

19,967

18,325

13,506

9.0

47.8

Occupancy, furniture and equipment expense

3,733

6,395

2,467

(41.6)

51.3

Computer and data processing

6,228

3,859

1,298

61.4

379.8

FDIC insurance

410

371

201

10.5

104.0

General bank insurance

315

360

276

(12.5)

14.1

Amortization of core deposit intangible asset

665

296

120

124.7

454.2

Advertising expense

182

81

60

124.7

203.3

Card related expense

534

657

593

(18.7)

(9.9)

Legal fees

294

460

55

(36.1)

434.5

Consulting & management fees

605

4,091

416

(85.2)

45.4

Other real estate owned (gain) expense, net

(12)

29

36

(141.4)

(133.3)

Other expense

5,365

3,609

2,710

48.7

98.0

Total noninterest expense

$

38,286

$

38,533

$

21,738

(0.6)

76.1

Efficiency ratio (GAAP)1

72.72

%

100.89

%

63.98

%

Adjusted efficiency ratio (non-GAAP)2

61.38

%

66.45

%

63.16

%

1 The efficiency ratio shown in the table above is a GAAP financial measure calculated as noninterest expense, excluding amortization of core deposits and OREO expenses, divided by the sum of net interest income and total noninterest income less any BOLI death benefit recorded, net gains or losses on securities and mark to market gains or losses on MSRs.

2 The adjusted efficiency ratio shown in the table above is a non-GAAP financial measure calculated as noninterest expense, excluding amortization of core deposits, OREO expenses and merger-related costs, divided by the sum of net interest income on a fully tax equivalent basis, total noninterest income less net gains or losses on securities and mark to market gains or losses on MSRs, and includes a tax equivalent adjustment on the change in cash surrender value of BOLI.  See the section entitled “Reconciliation of Adjusted Efficiency Ratio Non-GAAP Financial Measures” starting on page 47 for a reconciliation of this non-GAAP measure to the most comparable GAAP equivalent.

Noninterest expense for the first quarter of 2022 decreased $247,000, or 0.6%, compared to the fourth quarter of 2021, and increased $16.5 million, or 76.1%, compared to the first quarter of 2021.  The linked quarter decrease was primarily attributable to $5.6 million of West Suburban acquisition-related costs for the first quarter of 2022, compared to $12.8 million for the fourth quarter of 2021.  These

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acquisition-related costs included a $2.4 million increase in computer and data processing expense in the first quarter of 2022, primarily due to acquisition-related core system conversion costs, and a $1.8 million increase in other expense due to ancillary teller and mobile banking systems conversion costs, compared to the linked quarter.  Amortization of core deposits also increased $369,000 in the first quarter of 2022, compared to the prior quarter, as a full quarter of amortization on the newly acquired West Suburban deposits was recorded.  These increases were offset by a $2.7 million decrease in occupancy, furniture and equipment expense, due to fixed asset writedowns in the fourth quarter of 2021, a $3.5 million decrease in consulting and management fees due to acquisition-related costs paid in late 2021, and a $166,000 decrease in legal fees due to costs incurred upon closing of the West Suburban acquisition.  Of the $31.0 million in projected acquisition-related costs announced when we entered into the merger agreement with West Suburban in July 2021, we (or West Suburban) have cumulatively expensed $30.7 million as of March 31, 2022.  Additional acquisition-related expenses are anticipated to be recorded in the second quarter of 2022, as we complete our data and systems conversions.

The year over year increase in noninterest expense is primarily attributable to a $6.5 million increase in salaries and employee benefits, a $1.3 million increase in occupancy, furniture and equipment, a $4.9 million increase in computer and data processing expense, and a $2.7 million increase in other expense. Salaries increased $6.4 million due to additional employees from our acquisition of West Suburban. Employee benefits expense increased $738,000 in the first quarter of 2022, compared to the first quarter of 2021, due to increases stemming from additional employees from our acquisition of West Suburban and increases in employee insurance costs as more employees returned to more routine medical appointments, many of which were on hold during the COVID-19 pandemic in 2020 and part of 2021. Partially offsetting these increases in salaries and employee benefits was a $659,000 decrease in officer incentive compensation in the first quarter of 2022, compared to the first quarter of 2021, as incentive accruals in 2021 were at a higher rate than the current year. The increase in occupancy, furniture and equipment expense year over year was due to the addition of 34 West Suburban branches in late 2021. The increase in computer and data processing expense was primarily due to core system conversion costs of $3.2 million, relating to the West Suburban acquisition.  Finally, the increase in other expense was due primarily to growth in net teller banking and bill paying fees of $1.2 million, which was due to acquisition-related costs in the first quarter of 2022, as well as the impact of a full quarter of other expense from the inclusion of West Suburban activity.    

Reconciliation of Adjusted Efficiency Ratio Non-GAAP Financial Measures

GAAP

Non-GAAP

Three Months Ended

Three Months Ended

March 31, 

December 31, 

March 31, 

March 31, 

December 31, 

March 31, 

2022

2021

2021

2022

2021

2021

Efficiency Ratio / Adjusted Efficiency Ratio

Noninterest expense

$

38,286

$

38,533

$

21,738

$

38,286

$

38,533

$

21,738

Less amortization of core deposit

665

296

120

665

296

120

Less other real estate expense, net

(12)

29

36

(12)

29

36

Less merger related costs

N/A

N/A

N/A

5,604

12,766

-

Noninterest expense less adjustments

$

37,633

$

38,208

$

21,582

$

32,029

$

25,442

$

21,582

Net interest income

$

41,236

$

28,649

$

23,543

$

41,236

$

28,649

$

23,543

Taxable-equivalent adjustment:

Loans

N/A

N/A

N/A

15

7

4

Securities

N/A

N/A

N/A

381

351

348

Net interest income including adjustments

41,236

28,649

23,543

41,632

29,007

23,895

Noninterest income

13,493

10,671

11,300

13,493

10,671

11,300

Less securities losses, net

-

(14)

-

-

(14)

-

Less MSRs mark to market gain

2,978

1,463

1,113

2,978

1,463

1,113

Taxable-equivalent adjustment:

Change in cash surrender value of BOLI

N/A

N/A

N/A

33

61

89

Noninterest income (less) / including adjustments

10,515

9,222

10,187

10,548

9,283

10,276

Net interest income including adjustments plus noninterest income (less) / including adjustments

$

51,751

$

37,871

$

33,730

$

52,180

$

38,290

$

34,171

Efficiency ratio / Adjusted efficiency ratio

72.72

%

100.89

%

63.98

%

61.38

%

66.45

%

63.16

%

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Income Taxes

We recorded income tax expense of $4.4 million for the first quarter of 2022 on $16.4 million of pretax income, compared to income tax benefit of $2.5 million on $11.5 million of pretax loss in the fourth quarter of 2021, and income tax expense of $4.2 million on $16.1 million of pretax income in the first quarter of 2021. The effective tax rate was 26.9% for the first quarter of 2022, 21.4% for the fourth quarter of 2021, and 26.2% for the first quarter of 2021.  

Income tax expense reflected all relevant statutory tax rates and GAAP accounting.  There were no significant changes in our ability to utilize our deferred tax assets during the quarter ended March 31, 2022.  We had no valuation reserve on the deferred tax assets as of March 31, 2022.

Financial Condition

Total assets increased $11.6 million to $6.22 billion at March 31, 2022, from $6.21 billion at December 31, 2021, due primarily to an increase in securities available-for-sale of $124.0 million and deferred tax assets of $16.5 million, partially offset by reductions in cash and cash equivalents of $117.4 million and loans of $19.6 million.  We continue to actively assess potential investment opportunities to utilize our excess liquidity. Total deposits were $5.54 billion at March 31, 2022, an increase of $78.5 million from December 31, 2021, primarily due to increases in noninterest bearing demand accounts, savings, money market and NOW accounts due to lower interest rates on time deposits in 2022.

March 31, 2022

Securities

As of

Percent Change From

(Dollars in thousands)

March 31, 

December 31, 

March 31, 

December 31, 

March 31, 

    

2022

    

2021

    

2021

    

2021

    

2021

Securities available-for-sale, at fair value

U.S. Treasuries

$

220,563

$

202,339

$

4,102

9.0

N/M

U.S. government agencies

59,036

61,888

6,361

(4.6)

828.1

U.S. government agencies mortgage-backed

153,148

172,302

70,602

(11.1)

116.9

States and political subdivisions

236,408

256,465

242,146

(7.8)

(2.4)

Corporate bonds

9,683

9,887

34,843

(2.1)

(72.2)

Collateralized mortgage obligations

696,513

672,967

74,936

3.5

829.5

Asset-backed securities

274,941

236,877

130,368

16.1

110.9

Collateralized loan obligations

166,158

79,763

29,922

108.3

455.3

Total securities

$

1,816,450

$

1,692,488

$

593,280

7.3

206.2

N/M - Not meaningful

Securities available-for-sale increased $124.0 million as of March 31, 2022, compared to December 31, 2021, and increased $1.22 billion compared to March 31, 2021. The increase in the portfolio during the first quarter of 2022, compared to the linked quarter, was driven by the purchase of $266.3 million, which consisted of $25.2 million of U.S. treasuries, $1.1 million of state and political subdivisions, $98.3 million of collateralized mortgage obligations, $52.9 million of asset-backed securities, and $88.8 million of collateralized loan obligations.  These purchases were partially offset by $75.7 million of calls, maturities and paydowns during the first quarter of 2022, and an unrealized mark to market loss adjustment of $64.8 million and net premium amortization of $1.8 million.  We continue to seek to position our portfolio into higher credit quality, shorter duration issuances. The increase in the securities portfolio in the year over year period was primarily due to $1.07 billion of securities acquired in our acquisition of West Suburban, as well as $1.04 billion of purchases in the last twelve months, less $605.6 million of sales in that same period, to utilize our excess cash on hand. There were no security sales during the first quarter of 2022 or the first quarter of 2021. During the fourth quarter of 2021, there were $14,000 of security losses, net.  

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March 31, 2022

Loans

As of

Percent Change From

(Dollars in thousands)

March 31, 

December 31, 

March 31, 

December 31, 

March 31, 

2022

2021

2021

2021

    

2021

Commercial

$

695,545

$

771,474

$

392,380

(9.8)

77.3

Leases

211,132

176,031

138,240

19.9

52.7

Commercial real estate - Investor

965,767

957,389

567,475

0.9

70.2

Commercial real estate - Owner occupied

655,792

574,384

326,857

14.2

100.6

Construction

165,558

206,132

93,745

(19.7)

76.6

Residential real estate - Investor

62,846

63,399

52,176

(0.9)

20.5

Residential real estate - Owner occupied

203,118

213,248

107,303

(4.8)

89.3

Multifamily

298,686

309,164

178,258

(3.4)

67.6

HELOC

110,688

115,664

75,604

(4.3)

46.4

HELOC - Purchased

9,553

10,626

17,078

(10.1)

(44.1)

Other (1)

23,685

24,437

10,509

(3.1)

125.4

Total loans

$

3,402,370

$

3,421,948

$

1,959,625

(0.6)

73.6

1 The “Other” segment includes consumer and overdrafts.

Total loans were $3.40 billion as of March 31, 2022, a decrease of $19.6 million from December 31, 2021.  The decrease in total loans in the first three months of 2022, compared to December 31, 2021, was due primarily to forgiveness or payoff of 236 PPP loans that totaled $27.2 million within commercial loans, as well as reductions in construction, residential real estate-investor and residential real estate-owner occupied loans, due to paydowns as commercial and consumer liquidity continued to remain at a high level.  Total loans increased $1.44 billion from March 31, 2021 to March 31, 2022, primarily due to the loan portfolio acquired from West Suburban. As required by CECL, the balance (or amortized cost basis) of purchased credit deteriorated loans, or PCD loans (discussed below) is carried on a gross basis (rather than net of the associated credit loss estimate), and the expected credit losses for PCD loans are estimated and separately recognized as part of the allowance for credit losses, or ACL.  

The quality of our loan portfolio is impacted not only by our credit decisions but also by the economic health of the communities in which we operate.  Since we are located in a corridor with significant open space and undeveloped real estate, real estate lending (including commercial real estate, construction, residential, multifamily, and HELOCs) has been and continues to be a sizeable portion of our portfolio.  These categories comprised 72.7% of the portfolio as of March 31, 2022, compared to 71.6% of the portfolio as of December 31, 2021.  We continue to oversee and seek to manage our loan portfolio in accordance with interagency guidance on risk management.

Asset Quality

Nonperforming loans consist of nonaccrual loans, performing restructured accruing loans and loans 90 days or greater past due.  Remediation work continues in all segments.  Nonperforming loans decreased by $6.7 million to $38.0 million at March 31, 2022 from $44.7 million at December 31, 2021.  Purchased credit deteriorated loans, or PCD loans, are purchased loans that, as of the date of acquisition, we determined had experienced a more-than-insignificant deterioration in credit quality since origination.  PCD loans and their related deferred loan costs are included in our nonperforming loan disclosures, if such loans otherwise meet the definition of a nonperforming loan.  Management continues to carefully monitor loans considered to be in a classified status.  Nonperforming loans as a percent of total loans were 1.1% as of March 31, 2022, 1.3% as of December 31, 2021, and 1.1% as of March 31, 2021.  The distribution of our nonperforming loans is shown in the following table.

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March 31, 2022

Nonperforming Loans

As of

Percent Change From

(Dollars in thousands)

March 31, 

December 31, 

March 31, 

December 31, 

March 31, 

2022

2021

2021

2021

2021

Commercial

$

9,029

$

13,291

$

933

(32.1)

867.7

Leases

2,641

3,754

2,562

(29.6)

3.1

Commercial real estate - Investor

6,335

5,694

1,913

11.3

231.2

Commercial real estate - Owner occupied

9,871

13,231

7,427

(25.4)

32.9

Construction

1,250

160

128

681.3

876.6

Residential real estate - Investor

1,393

899

855

54.9

62.9

Residential real estate - Owner occupied

4,470

5,019

3,567

(10.9)

25.3

Multifamily

1,629

1,573

2,398

3.6

(32.1)

HELOC

1,164

862

1,000

35.0

16.4

HELOC - Purchased

173

180

-

(3.9)

N/M

Other 1

3

3

399

-

(99.2)

Total nonperforming loans

$

37,958

$

44,666

$

21,182

(15.0)

79.2

N/M - Not meaningful

1 The “Other” segment includes consumer and overdrafts.

The components of our nonperforming assets are shown in the following table.

March 31, 2022

Nonperforming Assets

As of

Percent Change From

(Dollars in Thousands)

March 31, 

December 31, 

March 31, 

December 31, 

March 31, 

  

2022

  

2021

  

2021

  

2021

2021

Nonaccrual loans

$

35,973

$

41,531

$

20,379

(13.4)

76.5

Performing troubled debt restructured loans accruing interest

 

1,242

 

25

 

290

N/M

328.3

Loans past due 90 days or more and still accruing interest

 

743

 

3,110

 

513

(76.1)

44.8

Total nonperforming loans

 

37,958

 

44,666

 

21,182

(15.0)

79.2

Other real estate owned

 

2,374

 

2,356

 

2,163

0.8

9.8

Total nonperforming assets

$

40,332

$

47,022

$

23,345

(14.2)

72.8

30-89 days past due loans and still accruing interest

$

20,835

$

10,745

$

13,506

Nonaccrual loans to total loans

1.1

%

1.2

%

1.0

%

Nonperforming loans to total loans

1.1

%

1.3

%

1.1

%

Nonperforming assets to total loans plus OREO

1.2

%

1.4

%

1.2

%

Allowance for credit losses

$

44,308

$

44,281

$

30,967

Allowance for credit losses to total loans

1.3

%

1.3

%

1.6

%

Allowance for credit losses to nonaccrual loans

123.2

%

160.9

%

152.0

%

N/M - Not meaningful

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Loan charge-offs, net of recoveries, for the current quarter, prior linked quarter and year over year quarter are shown in the following table.

Loan Charge-offs, Net of Recoveries

Three Months Ended

(Dollars in thousands)

March 31, 

% of

December 31, 

% of

March 31, 

% of

2022

Total1

2021

Total1

2021

Total1

Commercial

$

-

-

$

441

9.3

$

(18)

3.1

Leases

-

-

37

0.8

-

-

Commercial real estate - Investor

213

72.7

2,603

55.1

(20)

3.4

Commercial real estate - Owner occupied

113

38.6

1,748

37.0

(205)

35.2

Residential real estate - Investor

(10)

(3.4)

(8)

(0.2)

(266)

45.7

Residential real estate - Owner occupied

(83)

(28.3)

(30)

(0.6)

(49)

8.4

HELOC

(35)

(11.9)

(105)

(2.2)

(12)

2.1

Other 2

95

32.3

38

0.8

(12)

2.1

Net charge-offs (recoveries)

$

293

100.0

$

4,724

100.0

$

(582)

100.0

1 Represents the percentage of net charge-offs attributable to each category of loans.

2 The “Other” segment includes consumer and overdrafts.

Net charge-offs of $293,000 were recorded for the first quarter of 2022, compared to net charge-offs of $4.7 million for the fourth quarter of 2021, and net recoveries of $582,000 for the first quarter of 2021, reflecting continuing management attention to credit quality and remediation efforts.  The net charge-offs for the fourth quarter of 2021 were primarily due to two larger credits, one commercial and one commercial real estate.  We have continued our conservative loan valuations and aggressive recovery efforts on prior charge-offs.

Classified loans include nonaccrual, performing troubled debt restructurings and all other loans considered substandard.  Classified assets include both classified loans and OREO.  Loans classified as substandard are inadequately protected by either the current net worth and ability to meet payment obligations of the obligor, or by the collateral pledged to secure the loan, if any.  These loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt and carry the distinct possibility that we will sustain some loss if deficiencies remain uncorrected.

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The following table shows classified assets by segment for the following periods.

March 31, 2022

Classified Assets

As of

Percent Change From

(Dollars in thousands)

March 31, 

December 31, 

March 31, 

December 31, 

March 31, 

2022

2021

2021

2021

2021

Commercial

$

29,267

$

32,712

$

2,397

(10.5)

N/M

Leases

2,641

3,754

3,147

(29.6)

(16.1)

Commercial real estate - Investor

8,809

10,667

5,130

(17.4)

71.7

Commercial real estate - Owner occupied

13,259

15,429

8,652

(14.1)

53.2

Construction

3,185

2,104

5,366

51.4

(40.6)

Residential real estate - Investor

1,544

1,265

1,435

22.1

7.6

Residential real estate - Owner occupied

4,862

5,099

4,148

(4.6)

17.2

Multifamily

1,369

2,278

7,846

(39.9)

(82.6)

HELOC

1,496

1,243

1,303

20.4

14.8

HELOC - Purchased

173

180

-

(3.9)

N/M

Other 1

3

10

402

(70.0)

(99.3)

Total classified loans

66,608

74,741

39,826

(10.9)

67.2

Other real estate owned

2,374

2,356

2,163

0.8

9.8

Total classified assets

$

68,982

$

77,097

$

41,989

(10.5)

64.3

N/M - Not meaningful

1 The “Other” segment includes consumer and overdrafts.

Total classified loans and classified assets decreased as of March 31, 2022, from the levels at December 31, 2021 and increased from March 31, 2021, primarily due to the addition of the West Suburban loan portfolio in late 2021.  We continue remediation efforts, and the high level of paydowns and payoffs we have experienced due to increased borrower liquidity stemming from federal stimulus funds received by borrowers and other COVID-19 relief funding, such as PPP loans, have contributed to the decrease in classified assets from December 31, 2021 to March 31, 2022. Management monitors a ratio of classified assets to the sum of Bank Tier 1 capital and the ACL on loans as another measure of overall change in loan related asset quality, which is referred to as the “classified assets ratio.”  The classified assets ratio was 12.04% for the period ended March 31, 2022, compared to 13.79% as of December 31, 2021, and 11.60% as of March 31, 2021.  The increase in the classified assets ratio for the period ended March 31, 2022, compared to March 31, 2021, is also due to the acquisition of West Suburban Bank.  

Allowance for Credit Losses on Loans

The provision for credit losses, which includes a provision for losses on unfunded commitments, is a charge to earnings to maintain the ACL at a level consistent with management’s assessment of expected losses in the loan portfolio at the balance sheet date. As of January 1, 2020, we adopted ASU 2016-13, or CECL.

At March 31, 2022, our allowance for credit losses (“ACL”) on loans totaled $44.3 million, and our ACL on unfunded commitments, included in other liabilities, totaled $5.7 million. In the first quarter of 2022, we recorded provision expense on loans of $320,000, based on our assessment of nonperforming loan metrics and trends and estimated future credit losses, which was offset by a $320,000 reduction of our reserve on unfunded commitments, primarily due to an updated analysis of line utilization rates over the past twelve months, as well as the roll off of prior historical periods with lower losses within the CECL model.  These two entries resulted in a zero net impact to the provision for credit losses for the first quarter of 2022.  

The ACL on loans totaled $44.3 million as of both March 31, 2022 and December 31, 2021, and $31.0 million as of March 31, 2021.  The ACL on loans increased in late 2021 due to the impact of the West Suburban acquisition Day One credit mark of $12.1 million, the Day Two non-PCD loan adjustment to ACL of $12.2 million, less a reversal of $2.3 million related to our legacy loan portfolio and net charge-offs of $4.7 million for the fourth quarter.  The ACL for loans was reduced in the first quarter of 2021 due to a $3.0 million release of the provision for credit losses release, less net recoveries of $582,000.  

Management estimates the amount of provision required on a quarterly basis and records the appropriate provision expense, or release of expense, to maintain an adequate reserve for all potential and estimated credit losses on loan, leases and unfunded commitments.  Our ACL on loans to total loans was 1.3% as of March 31, 2022, and December 31, 2021.  See Item 7 – Critical Accounting Estimates in the

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Management Discussion and Analysis in our 2021 Annual Report in Form 10-K for discussion of our ACL methodology on loans. Allocations of the ACL may be made for specific loans, but the entire allowance is available for any loan that, in our judgment, should be charged-off.

Below is a reconciliation of the activity in the allowance for credit losses on loans for the periods indicated (dollars in thousands):

Three Months Ended

March 31, 

December 31, 

March 31, 

2022

2021

2021

Allowance at beginning of period

$

44,281

$

26,949

$

33,855

Charge-offs:

Commercial

30

731

2

Leases

-

37

-

Commercial real estate - Investor

236

2,623

-

Commercial real estate - Owner occupied

121

1,758

3

Construction

-

-

-

Residential real estate - Investor

-

-

-

Residential real estate - Owner occupied

-

-

-

Multifamily

-

-

-

HELOC

-

-

12

HELOC - Purchased

-

-

-

Other 1

127

72

25

Total charge-offs

514

5,221

42

Recoveries:

Commercial

30

290

20

Leases

-

-

-

Commercial real estate - Investor

23

20

20

Commercial real estate - Owner occupied

8

10

208

Construction

-

-

-

Residential real estate - Investor

10

8

266

Residential real estate - Owner occupied

83

30

49

Multifamily

-

-

-

HELOC

35

105

24

HELOC - Purchased

-

-

-

Other 1

32

34

37

Total recoveries

221

497

624

Net charge-offs (recoveries)

293

4,724

(582)

Day 1 PCD credit evaluation

-

12,075

-

Provision for (release of) credit losses on loans

320

9,981

(3,470)

Allowance at end of period

$

44,308

$

44,281

$

30,967

Average total loans (exclusive of loans held-for-sale)

$

3,398,714

$

2,388,746

$

2,006,157

Net charge-offs / (recoveries) to average loans

0.01

%

0.20

%

(0.03)

%

Allowance at period end to average loans

1.30

%

1.85

%

1.54

%

1 The “Other” segment includes consumer and overdrafts.

The coverage ratio of the ACL on loans to nonperforming loans was 116.7% as of March 31, 2022, which was an increase from the coverage ratio of 99.1% as of December 31, 2021 and a decrease from 146.2% as of March 31, 2021.  When measured as a percentage of average loans, our total ACL on loans was 1.30% for the three months ended March 31, 2022, and 1.54% for the like period of March 31, 2021.

In management’s judgment, an adequate ACL has been established to encompass the current lifetime expected credit losses at March 31, 2022, and general changes in lending policy, procedures and staffing, as well as other external factors, such as the impacts of the COVID-19 pandemic.  However, there can be no assurance that actual losses will not exceed the estimated amounts in the future, based on unforeseen economic events, changes in business climates and the condition of collateral at the time of default and repossession.  Further delayed recovery or further deterioration in market conditions related to COVID-19 or other factors, such as the war in Ukraine,

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and the associated impacts on our customers, changes in business climates and the condition of collateral at the time of default or repossession may revise our current expectations of future credit losses in future reporting periods.

Other Real Estate Owned

As of March 31, 2022, OREO totaled $2.4 million, reflecting an $18,000 increase from the $2.4 million at December 31, 2021, and a $211,000 increase from the $2.2 million at March 31, 2021.  In the first quarter of 2022, there was one property disposal of $69,000 in net book value, which resulted in a gain on sale of OREO of $49,000, and one transfer to OREO for $87,000.  In the fourth quarter of 2021, we acquired three OREO properties in our acquisition of West Suburban, with a total fair value of $5.6 million, and we sold two of these properties in December, which had a net book value of $5.2 million.  In the first quarter of 2021, one property sale of $305,000 net book value and no transfers to OREO from loans were recorded. No OREO valuation reserve adjustments were recorded in the first quarter of 2022, compared to $14,000 of valuation reserves recorded in the fourth quarter of 2021, and $6,000 valuation reserves recorded in the first quarter of 2021.

March 31, 2022

OREO

Three Months Ended

Percent Change From

(Dollars in thousands)

March 31, 

December 31, 

March 31, 

December 31, 

March 31, 

2022

2021

2021

2021

2021

Balance at beginning of period

$

2,356

$

1,912

$

2,474

23.2

(4.8)

Property additions, net of acquisition adjustments

87

5,678

-

(98.5)

-

Less:

Proceeds from property disposals, net of participation purchase and of gains/losses

69

5,220

305

(98.7)

(77.4)

Period valuation (write-up)/write-down

-

14

6

(100.0)

(100.0)

Balance at end of period

$

2,374

$

2,356

$

2,163

0.8

9.8

In management’s judgment, the property valuation allowance as established presents OREO at current estimates of fair value less estimated costs to sell; however, there can be no assurance that additional losses will not be incurred on disposals or upon updates to valuations in the future.  Of note, properties valued in total at $1.1 million, or approximately 45.4% of total OREO at March 31, 2022, have been in OREO for five years or more.  The appropriate regulatory approval has been obtained for any OREO properties held in excess of five years.

OREO Properties by Type

(Dollars in thousands)

March 31, 2022

December 31, 2021

March 31, 2021

Amount

% of Total

Amount

% of Total

Amount

% of Total

Single family residence

$

576

24

%

$

645

27

%

$

430

20

%

Lots (single family and commercial)

1,411

59

%

1,411

56

%

1,381

64

%

Vacant land

387

17

%

300

17

%

352

16

%

Total other real estate owned

$

2,374

100

%

$

2,356

100

%

$

2,163

100

%

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Deposits and Borrowings

March 31, 2022

Deposits

As of

Percent Change From

(Dollars in thousands)

March 31, 

December 31, 

March 31, 

December 31, 

March 31, 

2022

2021

2021

2021

    

2021

Noninterest bearing demand

$

1,461,712

$

1,428,055

$

982,664

2.4

48.7

Savings

1,884,352

1,826,346

429,256

3.2

339.0

NOW accounts

622,606

605,056

522,760

2.9

19.1

Money market accounts

1,098,499

1,102,965

338,921

(0.4)

224.1

Certificates of deposit of less than $100,000

277,135

287,238

193,291

(3.5)

43.4

Certificates of deposit of $100,000 through $250,000

144,663

147,854

132,514

(2.2)

9.2

Certificates of deposit of more than $250,000

55,758

68,718

57,136

(18.9)

(2.4)

Total deposits

$

5,544,725

$

5,466,232

$

2,656,542

1.4

108.7

Total deposits were $5.54 billion at March 31, 2022, which reflects a $78.5 million increase from total deposits of $5.47 billion at December 31, 2021, and an increase of $2.89 billion from total deposits of $2.66 billion at March 31, 2021.  The increase in deposits at March 31, 2022, compared to December 31, 2021, was due to increases in noninterest bearing demand, savings and NOW accounts, with decreases noted in all maturity categories of certificates of deposit and money market accounts. The increase in deposits at March 31, 2022, compared to March 31, 2021 was primarily due to an increase of $2.69 billion of deposits from the West Suburban acquisition.  

In addition to deposits, we obtained funding from other sources in all periods presented.  Securities sold under repurchase agreements totaled $33.5 million at March 31, 2022, a $16.8 million, or 33.4%, decrease from $50.3 million at December 31, 2021.   Our notes payable and other borrowings is comprised of one remaining $6.0 million long-term FHLBC advance, which matures on February 2, 2026, and $12.0 million outstanding on a $20.0 million term note originated with a correspondent bank in the first quarter of 2020, to facilitate the redemption of our Old Second Capital Trust I trust preferred securities and related junior subordinated debentures, completed on March 2, 2020.  Notes payable and other borrowings of $18.0 million as of March 31, 2022, decreased $1.1 million from December 31, 2021, and decreased $4.3 million from March 31, 2021.  

In the second quarter of 2021, we entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers pursuant to which we sold and issued $60.0 million in aggregate principal amount of our 3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031 (the “Notes”).  We sold the Notes to eligible purchasers in a private offering, and the proceeds of this issuance are intended to be used for general corporate purposes, which may include, without limitation, the redemption of existing senior debt, common stock repurchases and strategic acquisitions.  The Notes bear interest at a fixed annual rate of 3.50% through April 14, 2026, payable semi-annually in arrears.  As of April 15, 2026 forward, the interest rate on the Notes will generally reset quarterly to a rate equal to Three-Month Term SOFR (as defined by the Note) plus 273 basis points, payable quarterly in arrears.  The Notes have a stated maturity of April 15, 2031, and are redeemable, in whole are in part, on April 15, 2026, or any interest payment date thereafter, and at any time upon the occurrence of certain events.

The Company is indebted on senior notes originated in December 2016, totaling $44.5 million, net of deferred issuance costs, as of March 31, 2022.  These notes mature in December 2026, and included interest payable semi-annually at 5.75% for five years.  Beginning December 31, 2021, the interest became payable quarterly at three month LIBOR plus 385 basis points.  The Company is also indebted on $25.8 million, net of deferred issuance costs, of junior subordinated debentures, which are related to the trust preferred securities issued by its statutory trust subsidiary, Old Second Capital Trust II (“Trust II”).  The Trust II issuance converted from fixed to floating rate at three month LIBOR plus 150 basis points on June 15, 2017.  Upon conversion to a floating rate, we initiated a cash flow hedge which resulted in the total interest rate paid on this debt of 4.41% as of March 31, 2022, as compared to 6.77%, which was the rate paid during the period prior to the June 15, 2017, rate reset.  

Capital

As of March 31, 2022, total stockholders’ equity was $466.3 million, which was a decrease of $35.7 million from $502.0 million as of December 31, 2021.  This decrease is attributable to a decrease in accumulated other comprehensive income of $46.3 million in the first quarter of 2022 due to a net decrease in unrealized gains on available-for-sale securities, net of unrealized losses on swaps, due to the increase in market interest rates, as well as a reduction to retained earnings of $2.2 million for payment of dividends to our common stockholders in the first three months of 2022. Partially offsetting these decreases to total stockholders’ equity was $12.0 million of net income for the first quarter of 2022. Total stockholders’ equity as of March 31, 2022, increased $155.2 million compared to March 31, 2021, primarily due to the West Suburban acquisition in late 2021 and the resultant additional common stock issued, as well as net income year over year, less the reduction in accumulated other comprehensive income of $50.8 million year over year.

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The following table shows the regulatory capital ratios and the current well capitalized regulatory requirements for the Company and the Bank as of the dates indicated:

Minimum Capital

Well Capitalized

Adequacy with

Under Prompt

Capital Conservation

Corrective Action

March 31, 

December 31, 

March 31, 

Buffer, if applicable1

Provisions2

2022

2021

2021

The Company

Common equity tier 1 capital ratio

7.00

%

N/A

9.73

%

9.46

%

12.43

%

Total risk-based capital ratio

10.50

%

N/A

12.85

%

12.55

%

14.73

%

Tier 1 risk-based capital ratio

8.50

%

N/A

10.33

%

10.06

%

13.53

%

Tier 1 leverage ratio

4.00

%

N/A

7.00

%

7.81

%

10.02

%

The Bank

Common equity tier 1 capital ratio

7.00

%

6.50

%

12.74

%

12.41

%

14.59

%

Total risk-based capital ratio

10.50

%

10.00

%

13.83

%

13.46

%

15.80

%

Tier 1 risk-based capital ratio

8.50

%

8.00

%

12.74

%

12.41

%

14.59

%

Tier 1 leverage ratio

4.00

%

5.00

%

8.61

%

9.58

%

10.78

%

1 Amounts are shown inclusive of a capital conservation buffer of 2.50%.

2 The prompt corrective action provisions are only applicable at the Bank level.

As part of its response to the impact of the COVID-19 pandemic, in the first quarter of 2020, U.S. federal regulatory authorities issued an interim final rule that provided banking organizations that adopted CECL during the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during the initial two-year delay (i.e., a five-year transition in total). In connection with our adoption of CECL on January 1, 2020, we elected to utilize the five-year CECL transition.  As of March 31, 2022, the capital measures of the Company exclude $2.9 million, which is the modified CECL transition adjustment.

As of March 31, 2022, the Company, on a consolidated basis, exceeded the minimum capital ratios to be deemed “well capitalized” and met the now fully phased-in capital conservation buffer requirements.  In addition to the above regulatory ratios, our GAAP common equity to total assets ratio, which is used as a performance measurement for capital analysis and peer comparisons, decreased from 8.08% at December 31, 2021, to 7.49% at March 31, 2022.  Our GAAP tangible common equity to tangible assets ratio was 5.95% at March 31, 2022, compared to 6.54% as of December 31, 2021.  Our non-GAAP tangible common equity to tangible assets ratio, which management also considers a valuable performance measurement for capital analysis, decreased from 6.59% at December 31, 2021, to 6.00% at March 31, 2022, primarily due to a decline in tangible common equity in the first quarter of 2022.  The decline in tangible common equity was due to a decrease in accumulated other comprehensive income of $46.3 million primarily related to unrealized losses on available-for-sale securities stemming from the increase in market interest rates.  The non-GAAP tangible common equity to tangible assets ratio was also negatively impacted by growth in total tangible assets in the first quarter of 2022.  

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Table of Contents

Reconciliation of Tangible Common Equity to Tangible Assets Ratio Non-GAAP Measure

March 31, 2022

December 31, 2021

Tangible common equity

GAAP

Non-GAAP

GAAP

Non-GAAP

(Dollars in thousands)

Total Equity

$

466,318

$

466,318

$

502,027

$

502,027

Less: Goodwill and intangible assets

101,971

101,971

102,636

102,636

Add: Limitation of exclusion of core deposit intangible (80%)

N/A

3,128

N/A

3,261

Adjusted goodwill and intangible assets

101,971

98,843

102,636

99,375

Tangible common equity

$

364,347

$

367,475

$

399,391

$

402,652

Tangible assets

Total assets

$

6,223,746

$

6,223,746

$

6,212,189

$

6,212,189

Less: Adjusted goodwill and intangible assets

101,971

98,843

102,636

99,375

Tangible assets

$

6,121,775

$

6,124,903

$

6,109,553

$

6,112,814

Common equity to total assets

7.49

%

7.49

%

8.08

%

8.08

%

Tangible common equity to tangible assets

5.95

%

6.00

%

6.54

%

6.59

%

The non-GAAP intangible asset exclusion reflects the 80% core deposit limitation per Basel III guidelines within risk based capital calculations, and is useful for us when reviewing risk based capital ratios and equity performance metrics.

Liquidity

Liquidity is our ability to fund operations, to meet depositor withdrawals, to provide for customers’ credit needs, and to meet maturing obligations and existing commitments.  Our liquidity principally depends on our cash flows from operating activities, investment in and maturity of assets, changes in balances of deposits and borrowings, and our ability to borrow funds.  We monitor our borrowing capacity at the FHLBC as part of our liquidity management process as supervised by our Asset and Liability Committee (“ALCO”) and reviewed by our Board of Directors.  In addition, due to the potential impacts on our liquidity stemming from the COVID-19 pandemic, our senior management team monitors cash balances daily to ensure we have adequate liquidity to meet our operational and financing needs.  As of March 31, 2022, our cash on hand liquidity totaled $634.7 million, a decrease of $117.4 million over cash balances held as of December 31, 2021.  

Net cash inflows from operating activities were $278,000 during the first three months of 2022, compared with net cash inflows of $15.4 million in the same period of 2021.  Proceeds from sales of loans held-for-sale, net of funds used to originate loans held-for-sale, were a source of outflows for the first three months of 2022 but were a source of inflows in the like period of 2021.  Interest paid, net of interest received, combined with changes in other assets and liabilities were a source of outflows for the three months ended March 31, 2022, and for the like period of 2021.  The management of investing and financing activities, as well as market conditions, determines the level and the stability of net interest cash flows.  Management’s policy is to mitigate the impact of changes in market interest rates to the extent possible, as part of the balance sheet management process.

Net cash outflows from investing activities were $176.5 million in the three months ended March 31, 2022, compared to net cash outflows of $26.6 million in the same period in 2021.  In the first three months of 2022, securities transactions accounted for net outflows of $190.6 million, and the principal change on loans accounted for net inflows of $21.9 million.  In the first three months of 2021, securities transactions accounted for net outflows of $102.4 million, and net principal on loans funded accounted for net inflows of $75.9 million.  Proceeds from sales of OREO accounted for $118,000 and $325,000 in investing cash inflows for the three months ended March 31, 2022 and 2021, respectively.

Net cash inflows from financing activities in the three months ended March 31, 2022, were $58.8 million, compared with net cash inflows of $122.3 million in the three months ended March 31, 2021.   Net deposit inflows in the first three months of 2022 were $78.9 million compared to net deposit inflows of $119.5 million in the first three months of 2021.  Other short-term borrowings had no net cash inflows or outflows in the first three months of 2022 or 2021.  Changes in securities sold under repurchase agreements accounted for outflows of $16.8 million and inflows of $10.3 million for the three months ended March 31, 2022 and 2021, respectively.  Dividends paid on our common stock totaled $2.2 million in the three months ended March 31, 2022, compared to dividends paid of $293,000 for the like 2021 period, as the per common share dividend was increased to five cents per share in the second quarter of 2021.  The repurchase of treasury

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Table of Contents

stock in the first three months of 2021 resulted in outflows of $6.2 million; in the first three months of 2022, there was no stock repurchase program in place.

Cash and cash equivalents for the three months ended March 31, 2022, totaled $634.7 million, as compared to $440.9 million as of March 31, 2021.  In addition to cash and cash equivalents on hand or held as deposits with other financial institutions, we rely on funding sources from customer deposits, cash flows from securities available-for-sale and loans, and a line of credit with the FHLBC to meet potential liquidity needs.  These sources of liquidity are immediately available to satisfy any funding requirements due to depositor or borrower demands through the ordinary course of our business.  Additional sources of funding include a $30.0 million undrawn line of credit held by the Company with a third party financial institution, as well as unpledged securities available-for-sale.    

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

As part of our normal operations, we are subject to interest-rate risk on the assets we invest in (primarily loans and securities) and the liabilities we fund (primarily customer deposits and borrowed funds).  Fluctuations in interest rates may result in changes in the fair market values of our financial instruments, cash flows, and net interest income.  Like most financial institutions, we have an exposure to changes in both short-term and long-term interest rates.

The Federal Reserve raised rates by 0.25% in March 2022 and has set the baseline expectation of a 0.50% increase at the next meeting in May 2022.  Rate forecasts have been changing week by week, with the expectation of faster rate hikes to combat inflation. The Federal Reserve balance sheet leveled off at $8.9 trillion earlier this year, and it is widely expected that the Federal Reserve will sell assets to trim its balance sheet assets in conjunction with raising rates. We manage interest rate risk within guidelines established by policy that are intended to limit the amount of rate exposure.  In practice, we seek to manage our interest rate risk exposure well within our guidelines so that such exposure does not pose a material risk to our future earnings.

We manage various market risks in the normal course of our operations, including credit, liquidity risk, and interest-rate risk.  Other types of market risk, such as foreign currency exchange risk and commodity price risk, do not arise in the normal course of our business activities and operations.  In addition, since we do not hold a trading portfolio, we are not exposed to significant market risk from trading activities.  Our interest rate risk exposures at March 31, 2022 and December 31, 2021 are outlined in the table below.

Our net income can be significantly influenced by a variety of external factors, including: overall economic conditions, policies and actions of regulatory authorities, the amounts of and rates at which assets and liabilities reprice, variances in prepayment of loans and securities other than those that are assumed, early withdrawal of deposits, exercise of call options on borrowings or securities, competition, a general rise or decline in interest rates, changes in the slope of the yield-curve, changes in historical relationships between indices (such as LIBOR and prime), and balance sheet growth or contraction.  Our asset-liability committee seeks to manage interest rate risk under a variety of rate environments by structuring our balance sheet and off-balance sheet positions, which includes interest rate swap derivatives as discussed in Note 19 of our consolidated financial statements found in in our Annual Report on Form 10-K for the year ended December 31, 2021.  We seek to monitor and manage interest rate risk within approved policy guidelines and limits.

We use simulation analysis to quantify the impact of various rate scenarios on our net interest income. Specific cash flows, repricing characteristics, and embedded options of the assets and liabilities held by us are incorporated into the simulation model. Earnings at risk are calculated by comparing the net interest income of a stable interest rate environment to the net interest income of a different interest rate environment in order to determine the percentage change. As of March 31, 2022, our net interest income profile remained sensitive to earnings gains (in both dollars and percentage) should interest rates rise.  We have a moderately lower sensitivity profile quarter-over-quarter due to a higher percentage and dollars of fixed rate loans compared to variable rate loans.  Additionally, the index for reinvestment tied to a Libor index was changed to a SOFR index, this resulted in a lower index rate on reinvestments.  In addition, we made changes to our asset liability management model to better reflect interest rate sensitivity of fed funds.

The following table summarizes the effect on annual income before income taxes based upon an immediate increase or decrease in interest rates of 0.5%, 1.0%, and 2.0% and no change in the slope of the yield curve.  Down rate scenarios remained not meaningful as certain rates would still fall below zero in that scenario.  Despite the rate hike in March 2022, certain market interest rates utilized in our model were still below 50 basis points.

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Table of Contents

Analysis of Net Interest Income Sensitivity

Immediate Changes in Rates

(Dollars in thousands)

    

(2.0)

%

    

(1.0)

%

    

  

(0.5)

%

    

  

0.5

%

    

  

1.0

%

    

  

2.0

%

March 31, 2022

Dollar change

N/M

N/M

N/M

$

12,339

$

24,726

$

49,225

Percent change

N/M

N/M

N/M

7.7

%

15.4

%

30.6

%

December 31, 2021

Dollar change

N/M

N/M

N/M

$

13,404

$

27,689

$

54,007

Percent change

N/M

N/M

N/M

9.4

%

19.5

%

38.0

%

N/M - Not meaningful

The amounts and assumptions used in the simulation model should not be viewed as indicative of expected actual results.  Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and management strategies.  The above results do not take into account any management action to mitigate potential risk.

Effects of Inflation

In management’s opinion, changes in interest rates affect our financial condition to a far greater degree than changes in the inflation rate; however, we monitor both.  The annual inflation rate in the U.S. accelerated to 8.5% in March 2022, the highest since December 1981.  Management believes the inflation rate will remain elevated in the near term, which is expected to be favorable for the Bank.  In general, we anticipate that higher inflation will increase borrowers’ needs for credit as a result of GDP growth.  In addition, as interest rates are expected to rise to combat inflation, we also expect our net interest margin to be favorably impacted.  The downside risks of high inflation puts upwards pressure to our expenses, which could impact profits.  Furthermore, higher costs of living weaken the financial condition of our borrowers which could affect our credit profile.  A financial institution’s ability to be relatively unaffected by changes in interest rates is a good indicator of its capability to perform in today’s volatile economic environment. We seek to mitigate the impact of interest rate volatility on the Bank by seeking to ensure that rate sensitive assets and rate sensitive liabilities respond to changes in interest rates in a similar time frame and to a similar degree. Overall, we expect the effects of higher inflation to be beneficial to us in the near term.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended, as of March 31, 2022.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2022, the Company’s internal controls were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities and Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified.

There were no changes in the Company’s internal controls over financial reporting during the quarter ended March 31, 2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

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Table of Contents

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 1.A.  Risk Factors

Investing in shares of our common stock involves certain risks, including those identified and described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as well as cautionary statements contained in this Quarterly Report, on Form 10-Q, including those under the caption “Cautionary Note Regarding Forward-Looking Statements.”

There have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 10, 2022.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Stock Repurchases

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable

Item 5.  Other Information

None.

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Table of Contents

Item 6.  Exhibits

Exhibits:

31.1

31.2

32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets at March 31, 2022 and December 31, 2021; (ii) Consolidated Statements of Income for the three months ended March 31, 2022 and 2021; (iii) Consolidated Statements of Comprehensive (Loss) Income for the three months ended March 31, 2022 and 2021; (iv) Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2022 and 2021; (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021; and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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SIGNATURES

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

OLD SECOND BANCORP, INC.

BY:

/s/ James L. Eccher

James L. Eccher

President and Chief Executive Officer

(principal executive officer)

BY:

/s/ Bradley S. Adams

Bradley S. Adams

Executive Vice President and Chief Financial Officer

(principal financial and accounting officer)

DATE: May 9, 2022

62