NOTE 1. BASIS OF PRESENTATION
The interim unaudited Condensed Consolidated Financial Statements contained herein should be read in conjunction with the audited consolidated financial statements and accompanying notes to the consolidated financial statements for the fiscal year ended September 30, 2019 included in Meta Financial Group, Inc.’s (“Meta” or the “Company”) Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on November 26, 2019. Accordingly, footnote disclosures which would substantially duplicate the disclosures contained in the audited consolidated financial statements have been omitted.
The financial information of the Company included herein has been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and has been prepared pursuant to the rules and regulations for reporting on Form 10-Q and Rule 10-01 of Regulation S-X. Such information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. The results of the three and nine months ended June 30, 2020 are not necessarily indicative of the results expected for the fiscal year ending September 30, 2020.
Certain prior year amounts have been reclassified to conform to the current year financial statement presentation. These changes and reclassifications did not impact previously reported net income or comprehensive income.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING STANDARDS UPDATES ("ASU")
Significant accounting policies in effect and disclosed within the Company’s most recent audited consolidated financial statements as of September 30, 2019 remain substantially unchanged with the exception of the policies impacted by the adoption of noted ASUs below. Certain accounting policies were impacted by the events of the novel Coronavirus ("COVID-19"), and are discussed in Note 3. Significant Events.
Adopted ASUs
Leases -- The Company adopted ASU 2016-02, Leases (Topic 842), and subsequent related updates (collectively ASU 2016-02) on October 1, 2019, which requires lessees to recognize most leases on their balance sheet. Lessor accounting is largely unchanged. The ASU requires both quantitative and qualitative disclosures regarding key information about lease arrangements from both lessees and lessors. The Company elected the effective date transition method utilizing the adoption date as the first date of application of the revised guidance. As a result, prior period amounts have not been restated. Upon adoption, the Company elected certain transitional practical expedients offered through the guidance, including the 'package of practical expedients' whereby it did not reassess (i) whether any expired or existing contracts contain leases, (ii) the lease classification of any expired or existing leases, and (iii) initial direct costs for any existing leases, which resulted in the Company not recognizing a cumulative effect adjustment to retained earnings. Management evaluated Meta’s leasing contracts and activities and developed methodologies and processes to estimate and account for the right-of-use ("ROU") assets and lease liabilities for building leases based on the present value of future lease payments. On October 1, 2019, the Company recorded ROU assets and lease liabilities totaling $27.4 million and $28.6 million, respectively. The impact to capital ratios as a result of increased risk-weighted assets was immaterial. The adoption of this guidance did not result in a material change to lessee expense recognition. The changes to lessor accounting, as well as change in customer behavior driven by the adoption of these ASUs, impact the results of Meta’s lease financing businesses, including earlier recognition of expense due to a narrower definition of initial direct costs.
As a lessee, the Company enters into contracts to lease real estate, information technology equipment and other various types of equipment. Leases that transfer substantially all of the benefits and risks of ownership to the Company are classified as finance leases, while all others are classified as operating leases. At lease commencement for buildings, a lease liability and ROU asset are calculated and recognized on both types of leases. The lease liability is equal to the present value of the future minimum lease payments. The ROU asset is equal to the lease liability, plus any initial direct costs and prepaid lease payments, less any lessor incentives received. Operating lease ROU assets are included in other assets and finance lease ROU assets are included in premises and equipment, net. The Company uses the appropriate term Federal Home Loan Bank ("FHLB") rate to determine the discount rate for the present value calculation of future minimum lease payments when an implicit rate is not known for a given lease. The lease term used in the calculation includes any options to extend that the Company is reasonably certain to exercise. The Company has elected to not recognize assets or liabilities on its balance sheet related to short-term leases.
Subsequent to lease commencement, lease liabilities recorded for finance leases are measured using the effective interest rate method and the related ROU assets are amortized on a straight-line basis over the lease term. Interest expense and amortization expense are recorded separately on the Condensed Consolidated Statements of Operations in interest expense on borrowings and occupancy and equipment noninterest expense, respectively. At June 30, 2020, the Company had no finance lease ROU assets or lease liabilities. For operating leases, total lease cost is comprised of lease expense, short-term lease cost, variable lease cost and sublease income. Lease expense includes future minimum lease payments, which are recognized on a straight-line basis over the lease term, as well as common area maintenance charges, real estate taxes, insurance and other expenses, where applicable, which are expensed as incurred. Total lease cost for operating leases is recorded in occupancy and equipment noninterest expense. See Note 11. Operating Lease Right-of-Use Assets and Liabilities for further information.
The Company also adopted the following ASUs on October 1, 2019, none of which had a material impact on the Company’s Condensed Consolidated Financial Statements:
–ASU 2018-02, Income Statement -- Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The Company elected to not reclassify tax effects stranded in accumulated other comprehensive income.
–ASU 2018-09, Codification Improvements.
ASUs to be Adopted
ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU, along with subsequent ASUs published as clarifications to Topic 326, requires entities to replace the incurred loss impairment methodology with a methodology reflecting expected credit losses with considerations for a broader range of reasonable and supportable information to substantiate credit loss estimates and applies to loans, net investments in leases, debt securities, certain financial assets not accounted for at fair value through net income, and certain off-balance sheet credit exposures. This ASU is effective for the Company on October 1, 2020 and will be adopted on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. The Company's implementation process includes loss forecasting model development, evaluation of technical accounting topics, updates to the Company's allowance documentation, reporting processes and related internal controls, and operational readiness for the adoption of this ASU.
The Company is utilizing a third-party vendor software for its credit loss estimate and is in process of reviewing model assumptions and other validation tasks. The Company is running its key processes parallel with current incurred loss models and will continue to refine its estimates throughout 2020 as CECL models are implemented and results are vetted.
The amount of the change in the Company's allowance for loan and lease losses will be impacted by the portfolio composition and credit quality at the adoption date as well as economic conditions and forecasts at that time. At adoption, the Company expects to have a cumulative-effect adjustment to retained earnings for the change in the allowance for loan and lease losses, which will impact capital. Federal banking regulations permit institutions to limit the initial capital impact of this ASU by allowing a deferral of two years followed by three-year transition period to phase out the cumulative benefit to regulatory capital. An increase in the Company's allowance for loan and lease losses will result in a reduction to regulatory capital amounts and ratios; however, at this point of implementation, the Company is unable to provide a more precise estimate of the impact as results are still being vetted, including validation of model assumptions and estimation techniques as well as the build-out of operational and control structure supporting the end-to-end process.
Other Upcoming ASUs - Refer to the Company’s most recently audited consolidated financial statements for the year ended September 30, 2019 for the latest update on other ASUs relevant to the Company and not yet adopted at June 30, 2020.
NOTE 3. SIGNIFICANT EVENTS
COVID-19 Pandemic
The COVID-19 pandemic began impacting the U.S. and global economies in the first calendar quarter of 2020. In March 2020, the U.S. declared a national emergency and imposed travel restrictions, limitations of business operations in certain industries, and other efforts in order to impede the spread of COVID-19. Since the onset of this pandemic, macroeconomic conditions and markets have significantly deteriorated. While the process of phased re-openings of the economies of many states began in May and June, COVID-19 continues to have a significant effect on individuals, businesses and the economy. In response to the impacts of COVID-19, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") on March 27, 2020. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors.
Accommodations to Borrowers
The Company is participating in the Paycheck Protection Program ("PPP"), which is being administered by the Small Business Administration ("SBA"). It is the Company's understanding that loans funded through the PPP program are fully guaranteed by the U.S. government and that a portion of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. See Note 6. Loans and Leases, Net for further information related to this program.
In response to the COVID-19 pandemic impact on customers, the Company is engaging in more frequent communication with borrowers to better understand their situation and challenges and has been offering credit-worthy borrowers experiencing temporary hardship certain loan and lease modifications ("COVID modifications"), such as payment deferrals, as a result of interagency guidance issued on March 22, 2020 encouraging companies to work with customers impacted by COVID-19. The Company elected to treat COVID modifications on leases as part of the enforceable rights and obligations of the parties under the existing lease contract, resulting in these payment deferrals being treated as variable lease payments under the existing lease versus lease modifications. Additionally, for COVID modifications on loans, the Company adjusted its effective interest rate to reflect the payment deferral modification and continued accruing interest during this period. Short-term modifications made on a good faith basis in response to COVID-19 borrowers whose payments were current prior to any relief, are not to be considered troubled debt restructurings, and will not be considered delinquent so long as they meet their revised obligations in the modification agreement.
Through June 30, 2020, the Company has granted deferral payments on a total of $352.1 million of loan, lease and rental equipment balances. As of June 30, 2020, $292.2 million of those balances were still in their deferment period. In addition, the Company has made other COVID-19 related modifications on a total of $52.9 million, of which $34.6 million are still active as of June 30, 2020. The majority of the other modifications were related to adjusting the type or amount of the customer's payments.
The table below presents the outstanding balance of active COVID-19 related modifications by type and category as of June 30, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
|
|
(Dollars in Thousands)
|
COVID-19 Related Payment Deferrals
|
|
Other COVID-19 Related Modifications
|
|
National Lending
|
|
|
|
|
Term lending
|
$
|
88,227
|
|
|
$
|
—
|
|
|
Asset based lending
|
324
|
|
|
17,333
|
|
|
Factoring
|
3,564
|
|
|
17,295
|
|
|
Lease financing
|
27,310
|
|
|
—
|
|
|
Insurance premium finance
|
5,505
|
|
|
—
|
|
|
SBA/USDA
|
7,724
|
|
|
—
|
|
|
Other commercial finance
|
74
|
|
|
—
|
|
|
Commercial finance
|
132,728
|
|
|
34,628
|
|
|
Consumer credit products
|
462
|
|
|
—
|
|
|
Other consumer finance
|
6,855
|
|
|
—
|
|
|
Consumer finance
|
7,317
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Total National Lending
|
140,045
|
|
|
34,628
|
|
|
Community Banking
|
|
|
|
|
Commercial real estate and operating
|
148,838
|
|
|
—
|
|
|
Consumer one-to-four family real estate and other
|
2,534
|
|
|
—
|
|
|
|
|
|
|
|
Total Community Banking
|
151,372
|
|
|
—
|
|
|
Total loans and leases
|
291,417
|
|
|
34,628
|
|
|
Rental equipment
|
819
|
|
|
—
|
|
|
Total COVID-19 related modifications
|
$
|
292,236
|
|
|
$
|
34,628
|
|
Financial Impact
The Company recorded $15.1 million in provision expense during the three months ended June 30, 2020, compared to $9.1 million for the comparable period in the prior year. The increase in provision was primarily within the remaining community banking and commercial finance portfolios and was attributable to the increased stress that the hospitality loans and small ticket loan and lease relationships have experienced stemming from the ongoing uncertainty related to the COVID-19 pandemic. Loans and leases that received short-term payment deferrals were also analyzed and additional provision was applied as appropriate. As the Company obtains additional information on the macroeconomic reactions and impact on borrowers, the provision estimate will be revised as necessary in future periods to maintain an appropriate and supportable level. The Company’s approach to estimating the COVID-19 impact on credit quality is presented in Note 6. Loans and Leases, Net.
The Company's interest and fee income could be reduced as a result of COVID-19. While interest and fees will continue to accrue in accordance with GAAP, a decrease in loan demand could lead to slower loan growth or even a contraction in loan balances in the near term. In addition, should eventual credit losses emerge, interest income and fees accrued may need to be reversed in future periods. At this time, the Company is unable to project the materiality of such an impact. While the Company has seen a slight contraction in loan balances in some categories during the third quarter of fiscal 2020, such as asset-based lending and factoring, other categories have continued to grow. No additional significant financial impacts directly related to COVID-19 were identified for the nine months ended June 30, 2020.
Asset Valuation
In June 2020, the Company assessed its financial assets potentially impacted by the deteriorating market conditions due to the COVID-19 outbreak occurring globally. Included in the assessment were the loan and lease portfolios, other-than-temporary impairment ("OTTI") in investment portfolios, collectability of operating lease payments, goodwill impairment and intangible asset impairment. Based on the known events and circumstances at the time of the assessment, the Company has determined no impairment is needed as of June 30, 2020, other than the provision for loan and lease losses noted above. The Company will continue to observe and monitor the pandemic-related circumstances to determine whether further impairment assessments are needed in future periods. In the event it is determined that all or a portion of its goodwill or intangible assets is impaired, a non-cash charge for the amount of such impairment would be recorded to earnings, but would not impact regulatory capital.
NOTE 4. DIVESTITURES
On February 29, 2020 (the "Closing Date"), the Company sold MetaBank's Community Bank division, a component of the Company's Corporate segment, to Central Bank, a state-chartered bank headquartered in Storm Lake, Iowa. The sale included all of the Community Bank's deposits, branch locations, fixed assets and employees and a portion of the Community Bank’s loan portfolio. The Company has summarized the results of the transaction below.
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Fair Value at
February 29, 2020
|
|
Cash and cash equivalents
|
$
|
2,504
|
|
|
Loans
|
268,584
|
|
|
Premises, furniture and equipment
|
4,945
|
|
|
Other assets
|
1,250
|
|
|
Total assets
|
$
|
277,283
|
|
|
|
|
|
Deposits
|
$
|
290,493
|
|
|
Borrowings
|
—
|
|
|
Other liabilities
|
1,720
|
|
|
Total liabilities
|
$
|
292,213
|
|
|
|
|
|
Net assets
|
$
|
(14,930)
|
|
|
Purchase price
|
4,345
|
|
|
Gain on sale
|
$
|
19,275
|
|
The $19.3 million gain on sale (before tax) was recognized within noninterest income on the Company's Condensed Consolidated Statement of Operations for the three and nine months ended June 30, 2020. In addition to what's reflected above, the Company also recognized $0.6 million, $0.2 million, $0.8 million, and $0.3 million in legal, IT, consulting, and nonrecurring compensation expenses related to the sale of the Community Bank division, respectively.
The Company entered a servicing agreement with Central Bank for the retained Community Bank loan portfolio that became effective on the Closing Date. The Company recognized $1.4 million in servicing fee expense during the nine months ended June 30, 2020.
On August 4, 2020, the Company sold an additional $58.6 million of the retained Community Bank portfolio to Central Bank. The sale did not result in any material gain to the Company. The loans included in the sale were classified as held for sale for the quarter ended June 30, 2020. See Note 6. Loans and Leases, Net, and Note 19. Subsequent Events, for additional information.
The Company has summarized the Community Bank division results for the three and nine months ended June 30, 2020 below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Community Bank Sold(1)
|
|
Community Bank Retained(2)
|
|
Total Community Bank
|
|
Three Months Ended June 30, 2020
|
|
|
|
|
|
|
Net interest income
|
$
|
—
|
|
|
$
|
7,955
|
|
|
$
|
7,955
|
|
|
(Reversal) Provision for loan and lease losses
|
(491)
|
|
|
7,547
|
|
|
7,056
|
|
|
Noninterest income
|
—
|
|
|
11
|
|
|
11
|
|
|
Noninterest expense
|
39
|
|
|
1,562
|
|
|
1,601
|
|
|
Net income (loss) before income tax expense
|
$
|
452
|
|
|
$
|
(1,143)
|
|
|
$
|
(691)
|
|
|
Nine Months Ended June 30, 2020
|
|
|
|
|
|
|
Net interest income
|
$
|
2,512
|
|
|
$
|
25,348
|
|
|
$
|
27,860
|
|
|
(Reversal) Provision for loan and lease losses
|
(2,241)
|
|
|
14,521
|
|
|
12,280
|
|
|
Noninterest income
|
19,694
|
|
|
(3,473)
|
|
|
16,221
|
|
|
Noninterest expense
|
4,955
|
|
|
5,113
|
|
|
10,068
|
|
|
Net income (loss) before income tax expense
|
$
|
19,492
|
|
|
$
|
2,241
|
|
|
$
|
21,733
|
|
(1) Reflects the activity of the assets and liabilities included in the disposal of the Community Bank division through June 30, 2020.
(2) Reflects the activity of the retained Community Bank loan portfolio as of June 30, 2020.
NOTE 5. SECURITIES
The amortized cost, gross unrealized gains and losses and estimated fair values of available for sale ("AFS") and held to maturity ("HTM") debt securities are presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized (Losses)
|
|
Fair Value
|
|
At June 30, 2020
|
|
|
|
|
|
|
|
|
Debt securities AFS
|
|
|
|
|
|
|
|
|
SBA securities
|
$
|
165,299
|
|
|
$
|
5,109
|
|
|
$
|
(141)
|
|
|
$
|
170,267
|
|
|
Obligations of states and political subdivisions
|
826
|
|
|
17
|
|
|
—
|
|
|
843
|
|
|
Non-bank qualified obligations of states and political subdivisions
|
327,423
|
|
|
4,803
|
|
|
(902)
|
|
|
331,324
|
|
|
Asset-backed securities
|
334,075
|
|
|
1,575
|
|
|
(12,505)
|
|
|
323,145
|
|
|
Mortgage-backed securities
|
325,025
|
|
|
13,381
|
|
|
(156)
|
|
|
338,250
|
|
|
Total debt securities AFS
|
$
|
1,152,648
|
|
|
$
|
24,885
|
|
|
$
|
(13,704)
|
|
|
$
|
1,163,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized (Losses)
|
|
Fair Value
|
|
At September 30, 2019
|
|
|
|
|
|
|
|
|
Debt securities AFS
|
|
|
|
|
|
|
|
|
SBA securities
|
$
|
182,327
|
|
|
$
|
3,655
|
|
|
$
|
—
|
|
|
$
|
185,982
|
|
|
Obligations of states and political subdivisions
|
858
|
|
|
16
|
|
|
—
|
|
|
874
|
|
|
Non-bank qualified obligations of states and political subdivisions
|
396,430
|
|
|
5,030
|
|
|
(903)
|
|
|
400,557
|
|
|
Asset-backed securities
|
305,603
|
|
|
262
|
|
|
(3,331)
|
|
|
302,534
|
|
|
Mortgage-backed securities
|
378,670
|
|
|
5,731
|
|
|
(1,855)
|
|
|
382,546
|
|
|
Total debt securities AFS
|
$
|
1,263,888
|
|
|
$
|
14,694
|
|
|
$
|
(6,089)
|
|
|
$
|
1,272,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized (Losses)
|
|
Fair Value
|
|
At June 30, 2020
|
|
|
|
|
|
|
|
|
Debt securities HTM
|
|
|
|
|
|
|
|
|
Non-bank qualified obligations of states and political subdivisions
|
$
|
98,205
|
|
|
$
|
133
|
|
|
$
|
(1,016)
|
|
|
$
|
97,322
|
|
|
Mortgage-backed securities
|
6,382
|
|
|
128
|
|
|
—
|
|
|
6,510
|
|
|
Total debt securities HTM
|
$
|
104,587
|
|
|
$
|
261
|
|
|
$
|
(1,016)
|
|
|
$
|
103,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Amortized Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized (Losses)
|
|
Fair Value
|
|
At September 30, 2019
|
|
|
|
|
|
|
|
|
Debt securities HTM
|
|
|
|
|
|
|
|
|
Non-bank qualified obligations of states and political subdivisions
|
$
|
127,582
|
|
|
$
|
108
|
|
|
$
|
(1,403)
|
|
|
$
|
126,287
|
|
|
Mortgage-backed securities
|
7,182
|
|
|
14
|
|
|
(13)
|
|
|
7,183
|
|
|
Total debt securities HTM
|
$
|
134,764
|
|
|
$
|
122
|
|
|
$
|
(1,416)
|
|
|
$
|
133,470
|
|
Management has implemented processes to identify securities that could potentially have a credit impairment that is other-than-temporary. This process can include, but is not limited to, evaluating the length of time and extent to which the fair value has been less than the amortized cost basis, reviewing available information regarding the financial position of the issuer, interest and dividend payment status, monitoring the rating of the security, monitoring changes in value, and projecting cash flows. Management also determines whether the Company intends to sell a security or whether it is more likely than not the Company will be required to sell the security before the recovery of its amortized cost which, in some cases, may extend to maturity. To the extent the Company determines that a security is deemed to be other-than-temporarily impaired, an impairment loss is recognized.
For all securities considered temporarily impaired, the Company does not intend to sell these securities, and it is not more likely than not that the Company will be required to sell the security before recovery of its amortized cost, which may occur at maturity. The Company believes collection will occur for all principal and interest due on all investments with amortized cost in excess of fair value and considered only temporarily impaired.
GAAP requires that, at acquisition, an enterprise classify debt securities into one of three categories: AFS, HTM or trading. AFS securities are carried at fair value on the consolidated statements of financial condition, and unrealized holding gains and losses are excluded from earnings and recognized as a separate component of equity in accumulated other comprehensive income (“AOCI”). HTM debt securities are measured at amortized cost. Both AFS and HTM are subject to review for other-than-temporary impairment. The Company had no trading securities at June 30, 2020 or September 30, 2019.
Gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS THAN 12 MONTHS
|
|
|
|
OVER 12 MONTHS
|
|
|
|
TOTAL
|
|
|
|
(Dollars in Thousands)
|
Fair
Value
|
|
Unrealized
(Losses)
|
|
Fair
Value
|
|
Unrealized
(Losses)
|
|
Fair
Value
|
|
Unrealized
(Losses)
|
|
At June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities AFS
|
|
|
|
|
|
|
|
|
|
|
|
|
SBA securities
|
$
|
34,402
|
|
|
$
|
(141)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,402
|
|
|
$
|
(141)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-bank qualified obligations of states and political subdivisions
|
46,805
|
|
|
(279)
|
|
|
40,425
|
|
|
(623)
|
|
|
87,230
|
|
|
(902)
|
|
|
Asset-backed securities
|
103,915
|
|
|
(2,423)
|
|
|
178,986
|
|
|
(10,082)
|
|
|
282,901
|
|
|
(12,505)
|
|
|
Mortgage-backed securities
|
32,214
|
|
|
(156)
|
|
|
—
|
|
|
—
|
|
|
32,214
|
|
|
(156)
|
|
|
Total debt securities AFS
|
$
|
217,336
|
|
|
$
|
(2,999)
|
|
|
$
|
219,411
|
|
|
$
|
(10,705)
|
|
|
$
|
436,747
|
|
|
$
|
(13,704)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS THAN 12 MONTHS
|
|
|
|
OVER 12 MONTHS
|
|
|
|
TOTAL
|
|
|
|
(Dollars in Thousands)
|
Fair
Value
|
|
Unrealized
(Losses)
|
|
Fair
Value
|
|
Unrealized
(Losses)
|
|
Fair
Value
|
|
Unrealized
(Losses)
|
|
At September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities AFS
|
|
|
|
|
|
|
|
|
|
|
|
|
SBA securities
|
$
|
10,262
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,262
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-bank qualified obligations of states and political subdivisions
|
66,326
|
|
|
(177)
|
|
|
55,428
|
|
|
(726)
|
|
|
121,754
|
|
|
(903)
|
|
|
Asset-backed securities
|
158,176
|
|
|
(1,823)
|
|
|
93,259
|
|
|
(1,508)
|
|
|
251,435
|
|
|
(3,331)
|
|
|
Mortgage-backed securities
|
1,713
|
|
|
(1)
|
|
|
89,634
|
|
|
(1,854)
|
|
|
91,347
|
|
|
(1,855)
|
|
|
Total debt securities AFS
|
$
|
236,477
|
|
|
$
|
(2,001)
|
|
|
$
|
238,321
|
|
|
$
|
(4,088)
|
|
|
$
|
474,798
|
|
|
$
|
(6,089)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS THAN 12 MONTHS
|
|
|
|
OVER 12 MONTHS
|
|
|
|
TOTAL
|
|
|
|
(Dollars in Thousands)
|
Fair
Value
|
|
Unrealized
(Losses)
|
|
Fair
Value
|
|
Unrealized
(Losses)
|
|
Fair
Value
|
|
Unrealized
(Losses)
|
|
At June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities HTM
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-bank qualified obligations of states and political subdivisions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83,207
|
|
|
$
|
(1,016)
|
|
|
$
|
83,207
|
|
|
$
|
(1,016)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt securities HTM
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83,207
|
|
|
$
|
(1,016)
|
|
|
$
|
83,207
|
|
|
$
|
(1,016)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS THAN 12 MONTHS
|
|
|
|
OVER 12 MONTHS
|
|
|
|
TOTAL
|
|
|
|
(Dollars in Thousands)
|
Fair
Value
|
|
Unrealized
(Losses)
|
|
Fair
Value
|
|
Unrealized
(Losses)
|
|
Fair Value
|
|
Unrealized
(Losses)
|
|
At September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities HTM
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-bank qualified obligations of states and political subdivisions
|
$
|
5,967
|
|
|
$
|
(6)
|
|
|
$
|
109,368
|
|
|
$
|
(1,397)
|
|
|
$
|
115,335
|
|
|
$
|
(1,403)
|
|
|
Mortgage-backed securities
|
1,471
|
|
|
—
|
|
|
1,803
|
|
|
(13)
|
|
|
3,274
|
|
|
(13)
|
|
|
Total debt securities HTM
|
$
|
7,438
|
|
|
$
|
(6)
|
|
|
$
|
111,171
|
|
|
$
|
(1,410)
|
|
|
$
|
118,609
|
|
|
$
|
(1,416)
|
|
At June 30, 2020, the investment portfolio included securities with current unrealized losses that have existed for longer than one year. All of these securities are considered to be acceptable credit risks. Because (i) the declines in fair value were due to changes in market interest rates, not in estimated cash flows, (ii) the Company does not intend or has not made a decision to sell these securities and (iii) it is not more likely than not that the Company will be required to sell the securities before recovery of their amortized cost basis, which may occur at maturity, no other-than-temporary impairment was recorded at June 30, 2020.
The amortized cost and fair value of debt securities by contractual maturity are shown below. Certain securities have call features that allow the issuer to call the security prior to maturity. Expected maturities may differ from contractual maturities in mortgage-backed securities ("MBS") because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Therefore, MBS are not included in the maturity categories in the following maturity summary. The expected maturities of certain SBA securities may differ from contractual maturities because the borrowers may have the right to prepay the obligation. However, certain prepayment penalties may apply.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities AFS at Fair Value
|
Amortized Cost
|
|
Fair Value
|
|
(Dollars in Thousands)
|
|
|
|
|
At June 30, 2020
|
|
|
|
|
Due in one year or less
|
$
|
1,130
|
|
|
$
|
1,133
|
|
|
Due after one year through five years
|
12,688
|
|
|
13,205
|
|
|
Due after five years through ten years
|
44,891
|
|
|
47,174
|
|
|
Due after ten years
|
768,914
|
|
|
764,067
|
|
|
|
827,623
|
|
|
825,579
|
|
|
Mortgage-backed securities
|
325,025
|
|
|
338,250
|
|
|
Total securities AFS, at fair value
|
$
|
1,152,648
|
|
|
$
|
1,163,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Amortized Cost
|
|
Fair Value
|
|
At September 30, 2019
|
|
|
|
|
Due in one year or less
|
$
|
—
|
|
|
$
|
—
|
|
|
Due after one year through five years
|
16,749
|
|
|
17,143
|
|
|
Due after five years through ten years
|
50,263
|
|
|
51,840
|
|
|
Due after ten years
|
818,206
|
|
|
820,964
|
|
|
|
885,218
|
|
|
889,947
|
|
|
Mortgage-backed securities
|
378,670
|
|
|
382,546
|
|
|
Total securities AFS, at fair value
|
$
|
1,263,888
|
|
|
$
|
1,272,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities HTM at Fair Value
|
Amortized Cost
|
|
Fair Value
|
|
(Dollars in Thousands)
|
|
|
|
|
At June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due after ten years
|
$
|
98,205
|
|
|
$
|
97,322
|
|
|
|
98,205
|
|
|
97,322
|
|
|
Mortgage-backed securities
|
6,382
|
|
|
6,510
|
|
|
Total securities HTM, at cost
|
$
|
104,587
|
|
|
$
|
103,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Amortized Cost
|
|
Fair Value
|
|
At September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due after ten years
|
$
|
127,582
|
|
|
$
|
126,287
|
|
|
|
127,582
|
|
|
126,287
|
|
|
Mortgage-backed securities
|
7,182
|
|
|
7,183
|
|
|
Total securities HTM, at cost
|
$
|
134,764
|
|
|
$
|
133,470
|
|
Other investments, at cost, include equity securities without a readily determinable fair value, which are included in other assets on the consolidated statement of financial condition, and shares of stock in the Federal Reserve Bank ("FRB") of Minneapolis and the FHLB of Des Moines. Equity securities without a readily determinable fair value totaled $11.0 million at June 30, 2020 and $6.5 million at September 30, 2019. Upon conversion to a national bank on April 1, 2020, the Company's wholly-owned subsidiary, MetaBank, is required by federal law to subscribe to capital stock (divided into shares of $100 each) as a member of the FRB of Minneapolis with an amount equal to six per centum of the paid-up capital stock and surplus. One-half of the subscription is paid at time of application, and one-half is subject to call of the Board of Governors of the Federal Reserve System. FRB of Minneapolis stock held by MetaBank at June 30, 2020 totaled $20.0 million. These equity securities are 'restricted' in that they can only be owned by member banks. FHLB of Des Moines stock held by MetaBank at June 30, 2020 and September 30, 2019 totaled $11.9 million and $30.9 million, respectively. The decrease in FHLB stock directly correlates with lower short-term borrowings balances at June 30, 2020 compared to September 30, 2019. The Company’s wholly-owned subsidiary, MetaBank, is required by federal law to maintain FHLB stock as a member of FHLB of Des Moines. These equity securities are ‘restricted’ in that they can only be sold back to the respective institution from which they were acquired or another member institution at par. Therefore, FRB and FHLB stocks are less liquid than other marketable equity securities, and the fair value approximates cost. The Company evaluates impairment for investments held at cost on at least an annual basis based on the ultimate recoverability of the par value. No impairment was recognized for such investments for the nine months ended June 30, 2020.
NOTE 6. LOANS AND LEASES, NET
Loans and leases consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
June 30, 2020
|
|
September 30, 2019
|
|
National Lending
|
|
|
|
|
Term lending(1)
|
$
|
738,454
|
|
|
$
|
641,742
|
|
|
Asset based lending(1)
|
181,130
|
|
|
250,465
|
|
|
Factoring
|
206,361
|
|
|
296,507
|
|
|
Lease financing(1)
|
264,988
|
|
|
177,915
|
|
|
Insurance premium finance
|
359,147
|
|
|
361,105
|
|
|
SBA/USDA
|
308,611
|
|
|
88,831
|
|
|
Other commercial finance
|
100,214
|
|
|
99,665
|
|
|
Commercial finance
|
2,158,905
|
|
|
1,916,230
|
|
|
Consumer credit products
|
102,808
|
|
|
106,794
|
|
|
Other consumer finance
|
138,777
|
|
|
161,404
|
|
|
Consumer finance
|
241,585
|
|
|
268,198
|
|
|
Tax services
|
19,168
|
|
|
2,240
|
|
|
Warehouse finance
|
277,614
|
|
|
262,924
|
|
|
Total National Lending
|
2,697,272
|
|
|
2,449,592
|
|
|
Community Banking
|
|
|
|
|
Commercial real estate and operating
|
608,303
|
|
|
883,932
|
|
|
Consumer one-to-four family real estate and other
|
166,479
|
|
|
259,425
|
|
|
Agricultural real estate and operating
|
24,655
|
|
|
58,464
|
|
|
Total Community Banking
|
799,437
|
|
|
1,201,821
|
|
|
Total loans and leases
|
3,496,709
|
|
|
3,651,413
|
|
|
Net deferred loan origination fees (costs)
|
5,937
|
|
|
7,434
|
|
|
Total gross loans and leases
|
3,502,646
|
|
|
3,658,847
|
|
|
|
|
|
|
|
Allowance for loan and lease losses
|
(65,747)
|
|
|
(29,149)
|
|
|
Total loans and leases, net(2)
|
$
|
3,436,899
|
|
|
$
|
3,629,698
|
|
(1) The Company has updated the presentation of its loan and lease table beginning in the fiscal 2020 first quarter. The new presentation includes a new category called term lending. Certain balances previously included in the asset based lending and lease financing categories have been reclassified into the new term lending category during the fiscal 2020 first quarter. Prior period balances have been conformed to the new presentation.
(2) As of June 30, 2020, the remaining balance of acquired loans and leases from the acquisition of Crestmark Bancorp, Inc. ("Crestmark") and its bank subsidiary, Crestmark Bank (the "Crestmark Acquisition") was $188.3 million and the remaining balances of the credit and interest rate mark discounts related to the acquired loans and leases held for investment were $3.4 million and $2.9 million, respectively. On August 1, 2018, the Company acquired loans and leases from the Crestmark Acquisition totaling $1.06 billion and recorded related credit and interest rate mark discounts of $12.3 million and $6.0 million, respectively.
During the nine months ended June 30, 2020, the Company transferred $325.1 million of Community Banking loans to held for sale. During the nine months ended June 30, 2019, the Company transferred $39.5 million of consumer credit product loans to held for sale.
During the nine months ended June 30, 2020 and 2019, the Company originated $63.4 million and $104.1 million, respectively, of SBA/USDA and consumer credit product loans as held for sale.
The Company sold held for sale loans resulting in proceeds of $440.5 million and gains on sale of $7.0 million during the nine months ended June 30, 2020. The Company sold held for sale loans resulting in proceeds of $95.7 million and gains on sale of $3.7 million during the nine months ended June 30, 2019.
Loans purchased and sold by portfolio segment, including participation interests, for the three and nine months ended were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Nine Months Ended June 30,
|
|
|
|
(Dollars in Thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Loans Purchased
|
|
|
|
|
|
|
|
|
Loans held for sale:
|
|
|
|
|
|
|
|
|
Total National Lending
|
$
|
—
|
|
|
$
|
6,703
|
|
|
$
|
—
|
|
|
$
|
12,643
|
|
|
|
|
|
|
|
|
|
|
|
Loans held for investment:
|
|
|
|
|
|
|
|
|
Total National Lending
|
—
|
|
|
72,737
|
|
|
103,888
|
|
|
198,328
|
|
|
Total Community Banking
|
2,728
|
|
|
2,710
|
|
|
16,518
|
|
|
21,223
|
|
|
Total purchases
|
$
|
2,728
|
|
|
$
|
82,150
|
|
|
$
|
120,406
|
|
|
$
|
232,194
|
|
|
Loans Sold
|
|
|
|
|
|
|
|
|
Loans held for sale:
|
|
|
|
|
|
|
|
|
Total National Lending
|
$
|
8,524
|
|
|
$
|
57,661
|
|
|
$
|
168,814
|
|
|
$
|
92,565
|
|
|
Total Community Banking
|
—
|
|
|
—
|
|
|
271,681
|
|
|
—
|
|
|
Loans held for investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Community Banking
|
—
|
|
|
2,212
|
|
|
3,099
|
|
|
13,069
|
|
|
Total sales
|
$
|
8,524
|
|
|
$
|
59,873
|
|
|
$
|
443,594
|
|
|
$
|
105,634
|
|
Leasing Portfolio
Effective October 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842) and related ASUs on a modified retrospective basis, electing the practical expedients and optional transition method. As such, the following leasing disclosures include information at, or for the three and nine months ended, June 30, 2020.
The net investment in direct financing and sales-type leases was comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
June 30, 2020
|
|
September 30, 2019
|
|
Carrying Amount
|
$
|
283,003
|
|
|
$
|
191,733
|
|
|
Unguaranteed residual assets
|
16,662
|
|
|
13,353
|
|
|
Unamortized initial direct costs
|
1,967
|
|
|
1,790
|
|
|
Unearned income
|
(34,677)
|
|
|
(27,171)
|
|
|
Total net investment in direct financing and sales-type leases
|
$
|
266,955
|
|
|
$
|
179,705
|
|
The carrying amount of direct financing and sales-type leases subject to residual value guarantees was $9.0 million at June 30, 2020.
The components of total lease income were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
|
|
(Dollars in Thousands)
|
Three Months Ended
|
|
Nine Months Ended
|
|
Interest income - loans and leases
|
|
|
|
|
Interest income on net investments in direct financing and sales-type leases
|
$
|
4,496
|
|
|
$
|
12,958
|
|
|
|
|
|
|
|
Leasing and equipment finance noninterest income
|
|
|
|
|
Lease income from operating lease payments
|
11,391
|
|
|
33,857
|
|
|
Profit (loss) recorded on commencement date on sales-type leases
|
103
|
|
|
590
|
|
|
Other(1)
|
554
|
|
|
3,135
|
|
|
Total leasing and equipment finance noninterest income
|
12,048
|
|
|
37,582
|
|
|
Total lease income
|
$
|
16,544
|
|
|
$
|
50,540
|
|
(1) Other leasing and equipment finance noninterest income consists of gains (losses) on sales of leased equipment, fees and service charges on leases and gains (losses) on sales of leases.
Undiscounted future minimum lease payments receivable for direct financing and sales-type leases and a reconciliation to the carrying amount recorded were as follows:
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|
Remaining in 2020
|
$
|
25,308
|
|
|
2021
|
95,008
|
|
|
2022
|
74,899
|
|
|
2023
|
49,197
|
|
|
2024
|
29,178
|
|
|
Thereafter
|
9,413
|
|
|
Equipment under leases not yet commenced
|
|
|
Total undiscounted future minimum lease payments receivable for direct financing and sales-type leases
|
283,003
|
|
|
Third-party residual value guarantees
|
—
|
|
|
Total carrying amount of direct financing and sales-type leases
|
$
|
283,003
|
|
The Company did not record any contingent rental income from direct financing and sales-type leases in the nine months ended June 30, 2020.
During the Company's fiscal 2020 second quarter, the COVID-19 pandemic began impacting global and US markets and macroeconomic conditions, and continues to have an impact. Although the ultimate impact of the pandemic on the Company's loan and lease portfolio is difficult to predict, management performed an evaluation of the loan and lease portfolio in order to assess the impact on repayment sources and underlying collateral that could result in additional losses. The framework for the analysis was based on the Company's then-current allowance for loan and lease losses ("ALLL") methodology with additional considerations. From this impact assessment, additional reserve levels were estimated by increasing qualitative factors. The additional reserves were estimated for loans that were granted short-term payment deferrals related to financial stress stemming from the COVID-19 pandemic along with other loans within certain industries that were considered higher risk for credit loss (e.g. transportation, hospitality, travel, entertainment and retail). The Company continues to assess the impact to our customers and businesses as a result of COVID-19 and will refine our estimate as more information becomes available.
Based on the Company's ongoing assessment of the COVID-19 pandemic, the Company recognized an additional provision for loan and lease losses of $9.4 million and $25.2 million during the three and nine months ended June 30, 2020, respectively. The Company will continue to assess the impact to their customers and businesses as a result of COVID-19 and refine their estimate as more information becomes available.
Activity in the allowance for loan and lease losses and balances of loans and leases by portfolio segment for each of the three and nine months ended was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Beginning balance
|
|
Provision (recovery) for loan and lease losses
|
|
Charge-offs
|
|
Recoveries
|
|
Ending balance
|
|
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|
|
|
|
National Lending
|
|
|
|
|
|
|
|
|
|
|
Term lending
|
$
|
11,647
|
|
|
$
|
5,672
|
|
|
$
|
(2,831)
|
|
|
$
|
25
|
|
|
$
|
14,513
|
|
|
Asset based lending
|
2,826
|
|
|
(953)
|
|
|
(42)
|
|
|
—
|
|
|
1,831
|
|
|
Factoring
|
4,444
|
|
|
(1,997)
|
|
|
(140)
|
|
|
362
|
|
|
2,669
|
|
|
Lease financing
|
2,683
|
|
|
4,293
|
|
|
(357)
|
|
|
91
|
|
|
6,710
|
|
|
Insurance premium finance
|
2,142
|
|
|
596
|
|
|
(736)
|
|
|
367
|
|
|
2,369
|
|
|
SBA/USDA
|
1,558
|
|
|
716
|
|
|
(1,134)
|
|
|
—
|
|
|
1,140
|
|
|
Other commercial finance
|
552
|
|
|
(381)
|
|
|
—
|
|
|
—
|
|
|
171
|
|
|
Commercial finance
|
25,852
|
|
|
7,946
|
|
|
(5,240)
|
|
|
845
|
|
|
29,403
|
|
|
Consumer credit products
|
1,082
|
|
|
(111)
|
|
|
—
|
|
|
—
|
|
|
971
|
|
|
Other consumer finance
|
3,414
|
|
|
358
|
|
|
(567)
|
|
|
44
|
|
|
3,249
|
|
|
Consumer finance
|
4,496
|
|
|
247
|
|
|
(567)
|
|
|
44
|
|
|
4,220
|
|
|
Tax services
|
21,320
|
|
|
(100)
|
|
|
(9,797)
|
|
|
14
|
|
|
11,437
|
|
|
Warehouse finance
|
334
|
|
|
(56)
|
|
|
—
|
|
|
—
|
|
|
278
|
|
|
Total National Lending
|
52,002
|
|
|
8,037
|
|
|
(15,604)
|
|
|
903
|
|
|
45,338
|
|
|
Community Banking
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate and operating
|
10,069
|
|
|
6,688
|
|
|
—
|
|
|
—
|
|
|
16,757
|
|
|
Consumer one-to-four family real estate and other
|
2,350
|
|
|
586
|
|
|
—
|
|
|
—
|
|
|
2,936
|
|
|
Agricultural real estate and operating
|
934
|
|
|
(218)
|
|
|
—
|
|
|
—
|
|
|
716
|
|
|
Total Community Banking
|
13,353
|
|
|
7,056
|
|
|
—
|
|
|
—
|
|
|
20,409
|
|
|
Total
|
$
|
65,355
|
|
|
$
|
15,093
|
|
|
$
|
(15,604)
|
|
|
$
|
903
|
|
|
$
|
65,747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Beginning balance
|
|
Provision (recovery) for loan and lease losses
|
|
Charge-offs
|
|
Recoveries
|
|
Ending balance
|
|
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|
|
|
|
National Lending
|
|
|
|
|
|
|
|
|
|
|
Term lending
|
$
|
5,533
|
|
|
$
|
14,753
|
|
|
$
|
(6,003)
|
|
|
$
|
230
|
|
|
$
|
14,513
|
|
|
Asset based lending
|
2,437
|
|
|
(611)
|
|
|
(42)
|
|
|
47
|
|
|
1,831
|
|
|
Factoring
|
3,261
|
|
|
(509)
|
|
|
(875)
|
|
|
792
|
|
|
2,669
|
|
|
Lease financing
|
1,275
|
|
|
5,841
|
|
|
(725)
|
|
|
319
|
|
|
6,710
|
|
|
Insurance premium finance
|
1,024
|
|
|
2,671
|
|
|
(1,809)
|
|
|
483
|
|
|
2,369
|
|
|
SBA/USDA
|
383
|
|
|
2,007
|
|
|
(1,250)
|
|
|
—
|
|
|
1,140
|
|
|
Other commercial finance
|
683
|
|
|
(512)
|
|
|
—
|
|
|
—
|
|
|
171
|
|
|
Commercial finance
|
14,596
|
|
|
23,640
|
|
|
(10,704)
|
|
|
1,871
|
|
|
29,403
|
|
|
Consumer credit products
|
1,044
|
|
|
(73)
|
|
|
—
|
|
|
—
|
|
|
971
|
|
|
Other consumer finance
|
5,118
|
|
|
(474)
|
|
|
(2,208)
|
|
|
813
|
|
|
3,249
|
|
|
Consumer finance
|
6,162
|
|
|
(547)
|
|
|
(2,208)
|
|
|
813
|
|
|
4,220
|
|
|
Tax services
|
—
|
|
|
20,407
|
|
|
(9,797)
|
|
|
827
|
|
|
11,437
|
|
|
Warehouse finance
|
263
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
278
|
|
|
Total National Lending
|
21,021
|
|
|
43,515
|
|
|
(22,709)
|
|
|
3,511
|
|
|
45,338
|
|
|
Community Banking
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate and operating
|
6,208
|
|
|
10,549
|
|
|
—
|
|
|
—
|
|
|
16,757
|
|
|
Consumer one-to-four family real estate and other
|
1,053
|
|
|
1,883
|
|
|
—
|
|
|
—
|
|
|
2,936
|
|
|
Agricultural real estate and operating
|
867
|
|
|
(151)
|
|
|
—
|
|
|
—
|
|
|
716
|
|
|
Total Community Banking
|
8,128
|
|
|
12,281
|
|
|
—
|
|
|
—
|
|
|
20,409
|
|
|
Total
|
$
|
29,149
|
|
|
$
|
55,796
|
|
|
$
|
(22,709)
|
|
|
$
|
3,511
|
|
|
$
|
65,747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Beginning balance
|
|
Provision (recovery) for loan and lease losses
|
|
Charge-offs
|
|
Recoveries
|
|
Ending balance
|
|
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|
|
|
|
National Lending
|
|
|
|
|
|
|
|
|
|
|
Term lending
|
$
|
3,121
|
|
|
$
|
2,564
|
|
|
$
|
(1,969)
|
|
|
$
|
45
|
|
|
$
|
3,761
|
|
|
Asset based lending
|
1,410
|
|
|
417
|
|
|
(37)
|
|
|
3
|
|
|
1,793
|
|
|
Factoring
|
1,761
|
|
|
2,747
|
|
|
(1,335)
|
|
|
31
|
|
|
3,204
|
|
|
Lease financing
|
933
|
|
|
(309)
|
|
|
(110)
|
|
|
158
|
|
|
672
|
|
|
Insurance premium finance
|
919
|
|
|
201
|
|
|
(275)
|
|
|
171
|
|
|
1,016
|
|
|
SBA/USDA
|
474
|
|
|
449
|
|
|
—
|
|
|
—
|
|
|
923
|
|
|
Other commercial finance
|
525
|
|
|
432
|
|
|
—
|
|
|
—
|
|
|
957
|
|
|
Commercial finance
|
9,143
|
|
|
6,501
|
|
|
(3,726)
|
|
|
408
|
|
|
12,326
|
|
|
Consumer credit products
|
1,314
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
1,456
|
|
|
Other consumer finance
|
5,130
|
|
|
1,890
|
|
|
(1,398)
|
|
|
28
|
|
|
5,650
|
|
|
Consumer finance
|
6,444
|
|
|
2,032
|
|
|
(1,398)
|
|
|
28
|
|
|
7,106
|
|
|
Tax services
|
24,102
|
|
|
914
|
|
|
(9,627)
|
|
|
36
|
|
|
15,425
|
|
|
Warehouse finance
|
185
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|
Total National Lending
|
39,874
|
|
|
9,512
|
|
|
(14,751)
|
|
|
472
|
|
|
35,107
|
|
|
Community Banking
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate and operating
|
6,673
|
|
|
(249)
|
|
|
—
|
|
|
—
|
|
|
6,424
|
|
|
Consumer one-to-four family real estate and other
|
958
|
|
|
(65)
|
|
|
—
|
|
|
—
|
|
|
893
|
|
|
Agricultural real estate and operating
|
1,167
|
|
|
(86)
|
|
|
—
|
|
|
—
|
|
|
1,081
|
|
|
Total Community Banking
|
8,798
|
|
|
(400)
|
|
|
—
|
|
|
—
|
|
|
8,398
|
|
|
Total
|
$
|
48,672
|
|
|
$
|
9,112
|
|
|
$
|
(14,751)
|
|
|
$
|
472
|
|
|
$
|
43,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Beginning balance
|
|
Provision (recovery) for loan and lease losses
|
|
Charge-offs
|
|
Recoveries
|
|
Ending balance
|
|
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|
|
|
|
National Lending
|
|
|
|
|
|
|
|
|
|
|
Term lending
|
$
|
89
|
|
|
$
|
4,928
|
|
|
$
|
(2,751)
|
|
|
$
|
1,495
|
|
|
$
|
3,761
|
|
|
Asset based lending
|
47
|
|
|
1,775
|
|
|
(37)
|
|
|
8
|
|
|
1,793
|
|
|
Factoring
|
64
|
|
|
5,769
|
|
|
(2,711)
|
|
|
82
|
|
|
3,204
|
|
|
Lease financing
|
30
|
|
|
1,039
|
|
|
(1,052)
|
|
|
655
|
|
|
672
|
|
|
Insurance premium finance
|
1,031
|
|
|
2,091
|
|
|
(2,359)
|
|
|
253
|
|
|
1,016
|
|
|
SBA/USDA
|
13
|
|
|
910
|
|
|
—
|
|
|
—
|
|
|
923
|
|
|
Other commercial finance
|
28
|
|
|
929
|
|
|
—
|
|
|
—
|
|
|
957
|
|
|
Commercial finance
|
1,302
|
|
|
17,441
|
|
|
(8,910)
|
|
|
2,493
|
|
|
12,326
|
|
|
Consumer credit products
|
785
|
|
|
671
|
|
|
—
|
|
|
—
|
|
|
1,456
|
|
|
Other consumer finance
|
2,820
|
|
|
8,249
|
|
|
(5,477)
|
|
|
58
|
|
|
5,650
|
|
|
Consumer finance
|
3,605
|
|
|
8,920
|
|
|
(5,477)
|
|
|
58
|
|
|
7,106
|
|
|
Tax services
|
—
|
|
|
24,883
|
|
|
(9,670)
|
|
|
212
|
|
|
15,425
|
|
|
Warehouse finance
|
65
|
|
|
185
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|
Total National Lending
|
4,972
|
|
|
51,429
|
|
|
(24,057)
|
|
|
2,763
|
|
|
35,107
|
|
|
Community Banking
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate and operating
|
6,220
|
|
|
204
|
|
|
—
|
|
|
—
|
|
|
6,424
|
|
|
Consumer one-to-four family real estate and other
|
632
|
|
|
281
|
|
|
(20)
|
|
|
—
|
|
|
893
|
|
|
Agricultural real estate and operating
|
1,216
|
|
|
(385)
|
|
|
—
|
|
|
250
|
|
|
1,081
|
|
|
Total Community Banking
|
8,068
|
|
|
100
|
|
|
(20)
|
|
|
250
|
|
|
8,398
|
|
|
Total
|
$
|
13,040
|
|
|
$
|
51,529
|
|
|
$
|
(24,077)
|
|
|
$
|
3,013
|
|
|
$
|
43,505
|
|
The following tables provide details regarding the allowance for loan and lease losses and balance by type of allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
|
|
|
|
|
|
Loans and Leases
|
|
|
|
|
|
Recorded Investment
|
Ending balance: individually evaluated for impairment
|
|
Ending balance: collectively evaluated for impairment
|
|
Total
|
|
Ending balance: individually evaluated for impairment
|
|
Ending balance: collectively evaluated for impairment
|
|
Total
|
|
As of June 30, 2020
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
National Lending
|
|
|
|
|
|
|
|
|
|
|
|
|
Term lending
|
$
|
3,366
|
|
|
$
|
11,147
|
|
|
$
|
14,513
|
|
|
$
|
31,467
|
|
|
$
|
706,987
|
|
|
$
|
738,454
|
|
|
Asset based lending
|
—
|
|
|
1,831
|
|
|
1,831
|
|
|
2,805
|
|
|
178,325
|
|
|
181,130
|
|
|
Factoring
|
189
|
|
|
2,480
|
|
|
2,669
|
|
|
2,165
|
|
|
204,196
|
|
|
206,361
|
|
|
Lease financing
|
1,350
|
|
|
5,360
|
|
|
6,710
|
|
|
4,695
|
|
|
260,293
|
|
|
264,988
|
|
|
Insurance premium finance
|
—
|
|
|
2,369
|
|
|
2,369
|
|
|
—
|
|
|
359,147
|
|
|
359,147
|
|
|
SBA/USDA
|
241
|
|
|
899
|
|
|
1,140
|
|
|
2,380
|
|
|
306,231
|
|
|
308,611
|
|
|
Other commercial finance
|
—
|
|
|
171
|
|
|
171
|
|
|
—
|
|
|
100,214
|
|
|
100,214
|
|
|
Commercial finance
|
5,146
|
|
|
24,257
|
|
|
29,403
|
|
|
43,512
|
|
|
2,115,393
|
|
|
2,158,905
|
|
|
Consumer credit products
|
—
|
|
|
971
|
|
|
971
|
|
|
—
|
|
|
102,808
|
|
|
102,808
|
|
|
Other consumer finance
|
—
|
|
|
3,249
|
|
|
3,249
|
|
|
2,177
|
|
|
136,600
|
|
|
138,777
|
|
|
Consumer finance
|
—
|
|
|
4,220
|
|
|
4,220
|
|
|
2,177
|
|
|
239,408
|
|
|
241,585
|
|
|
Tax services
|
—
|
|
|
11,437
|
|
|
11,437
|
|
|
—
|
|
|
19,168
|
|
|
19,168
|
|
|
Warehouse finance
|
—
|
|
|
278
|
|
|
278
|
|
|
—
|
|
|
277,614
|
|
|
277,614
|
|
|
Total National Lending
|
5,146
|
|
|
40,192
|
|
|
45,338
|
|
|
45,689
|
|
|
2,651,583
|
|
|
2,697,272
|
|
|
Community Banking
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate and operating
|
141
|
|
|
16,616
|
|
|
16,757
|
|
|
419
|
|
|
607,884
|
|
|
608,303
|
|
|
Consumer one-to-four family real estate and other
|
—
|
|
|
2,936
|
|
|
2,936
|
|
|
177
|
|
|
166,302
|
|
|
166,479
|
|
|
Agricultural real estate and operating
|
—
|
|
|
716
|
|
|
716
|
|
|
2,437
|
|
|
22,218
|
|
|
24,655
|
|
|
Total Community Banking
|
141
|
|
|
20,268
|
|
|
20,409
|
|
|
3,033
|
|
|
796,404
|
|
|
799,437
|
|
|
Total
|
$
|
5,287
|
|
|
$
|
60,460
|
|
|
$
|
65,747
|
|
|
$
|
48,722
|
|
|
$
|
3,447,987
|
|
|
$
|
3,496,709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
|
|
|
|
|
|
Loans and Leases
|
|
|
|
|
|
Recorded Investment
|
Ending balance: individually evaluated for impairment
|
|
Ending balance: collectively evaluated for impairment
|
|
Total
|
|
Ending balance: individually evaluated for impairment
|
|
Ending balance: collectively evaluated for impairment
|
|
Total
|
|
As of September 30, 2019
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
National Lending
|
|
|
|
|
|
|
|
|
|
|
|
|
Term lending
|
$
|
450
|
|
|
$
|
5,083
|
|
|
$
|
5,533
|
|
|
$
|
19,568
|
|
|
$
|
622,174
|
|
|
$
|
641,742
|
|
|
Asset based lending
|
—
|
|
|
2,437
|
|
|
2,437
|
|
|
378
|
|
|
250,087
|
|
|
250,465
|
|
|
Factoring
|
1,262
|
|
|
1,999
|
|
|
3,261
|
|
|
3,824
|
|
|
292,683
|
|
|
296,507
|
|
|
Lease financing
|
112
|
|
|
1,163
|
|
|
1,275
|
|
|
1,213
|
|
|
176,702
|
|
|
177,915
|
|
|
Insurance premium finance
|
—
|
|
|
1,024
|
|
|
1,024
|
|
|
—
|
|
|
361,105
|
|
|
361,105
|
|
|
SBA/USDA
|
51
|
|
|
332
|
|
|
383
|
|
|
3,841
|
|
|
84,990
|
|
|
88,831
|
|
|
Other commercial finance
|
—
|
|
|
683
|
|
|
683
|
|
|
—
|
|
|
99,665
|
|
|
99,665
|
|
|
Commercial finance
|
1,875
|
|
|
12,721
|
|
|
14,596
|
|
|
28,824
|
|
|
1,887,406
|
|
|
1,916,230
|
|
|
Consumer credit products
|
—
|
|
|
1,044
|
|
|
1,044
|
|
|
—
|
|
|
106,794
|
|
|
106,794
|
|
|
Other consumer finance
|
—
|
|
|
5,118
|
|
|
5,118
|
|
|
1,472
|
|
|
159,932
|
|
|
161,404
|
|
|
Consumer finance
|
—
|
|
|
6,162
|
|
|
6,162
|
|
|
1,472
|
|
|
266,726
|
|
|
268,198
|
|
|
Tax services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,240
|
|
|
2,240
|
|
|
Warehouse finance
|
—
|
|
|
263
|
|
|
263
|
|
|
—
|
|
|
262,924
|
|
|
262,924
|
|
|
Total National Lending
|
1,875
|
|
|
19,146
|
|
|
21,021
|
|
|
30,296
|
|
|
2,419,296
|
|
|
2,449,592
|
|
|
Community Banking
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate and operating
|
—
|
|
|
6,208
|
|
|
6,208
|
|
|
258
|
|
|
883,674
|
|
|
883,932
|
|
|
Consumer one-to-four family real estate and other
|
—
|
|
|
1,053
|
|
|
1,053
|
|
|
100
|
|
|
259,325
|
|
|
259,425
|
|
|
Agricultural real estate and operating
|
—
|
|
|
867
|
|
|
867
|
|
|
2,985
|
|
|
55,479
|
|
|
58,464
|
|
|
Total Community Banking
|
—
|
|
|
8,128
|
|
|
8,128
|
|
|
3,343
|
|
|
1,198,478
|
|
|
1,201,821
|
|
|
Total
|
$
|
1,875
|
|
|
$
|
27,274
|
|
|
$
|
29,149
|
|
|
$
|
33,639
|
|
|
$
|
3,617,774
|
|
|
$
|
3,651,413
|
|
In response to the ongoing COVID-19 pandemic, the Company allowed modifications, such as payment deferrals and temporary forbearance, to credit-worthy borrowers who are experiencing temporary hardship due to the effects of COVID-19. Accordingly, if all payments were less than 30 days past due prior to the onset of the pandemic effects, the loan or lease will not be reported as past due during the deferral or forbearance period. As of June 30, 2020, the Company granted deferral payments on a total of $352.1 million of loan and lease balances due to performing borrowers experiencing temporary hardship from COVID-19. These modifications consisted solely of payment deferrals ranging from 30 days to six months. These modifications are in line with applicable regulatory guidelines and, therefore, they are not reported as troubled-debt restructurings. The Company elected to accrue and recognize interest income on these modifications during the payment deferral period.
Federal regulations provide for the classification of loans and other assets such as debt and equity securities considered by the Bank's primary regulator, the Office of the Comptroller of the Currency (the “OCC”), to be of lesser quality as “substandard,” “doubtful” or “loss.” The loan and lease classification and risk rating definitions are as follows:
Pass- A pass asset is of sufficient quality in terms of repayment, collateral and management to preclude a special mention or an adverse rating.
Watch- A watch asset is generally a credit performing well under current terms and conditions but with identifiable weakness meriting additional scrutiny and corrective measures. Watch is not a regulatory classification but can be used to designate assets that are exhibiting one or more weaknesses that deserve management’s attention. These assets are of better quality than special mention assets.
Special Mention- A special mention asset is a credit with potential weaknesses deserving management’s close attention and, if left uncorrected, may result in deterioration of the repayment prospects for the asset. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Special mention is a temporary status with aggressive credit management required to garner adequate progress and move to watch or higher.
The adverse classifications are as follows:
Substandard- A substandard asset is inadequately protected by the net worth and/or repayment ability or by a weak collateral position. Assets so classified will have well-defined weaknesses creating a distinct possibility the Bank will sustain some loss if the weaknesses are not corrected. Loss potential does not have to exist for an asset to be classified as substandard.
Doubtful- A doubtful asset has weaknesses similar to those classified substandard, with the degree of weakness causing the likely loss of some principal in any reasonable collection effort. Due to pending factors, the asset’s classification as loss is not yet appropriate.
Loss- A loss asset is considered uncollectible and of such little value that the asset’s continuance on the Bank’s balance sheet is no longer warranted. This classification does not necessarily mean an asset has no recovery or salvage value leaving room for future collection efforts.
General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When assets are classified as “loss,” the Company is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge-off such amount. The Company's determinations as to the classification of its assets and the amount of its valuation allowances are subject to review by its regulatory authorities, which may order the establishment of additional general or specific loss allowances.
The Company recognizes that concentrations of credit may naturally occur and may take the form of a large volume of related loans and leases to an individual, a specific industry, or a geographic location. Credit concentration is a direct, indirect, or contingent obligation that has a common bond where the aggregate exposure equals or exceeds a certain percentage of the Company’s Tier 1 Capital plus the Allowance for Loan and Lease Losses.
Beginning in the fiscal 2020 first quarter the Company implemented changes to the risk rating approach on certain commercial finance portfolios as part of a streamlining process to provide a more consistent risk rating approach across all of its lending portfolios. Based upon a study of the Company's special mention commercial finance loans and leases, the Company determined that approximately $117.0 million of those loans and leases should be rated as watch under the new approach. Prior to the fiscal 2020 first quarter, none of the Company's commercial finance loans and leases were rated as watch. Based on Meta's allowance methodology, these changes in risk ratings did not have a direct impact on the allowance for loan and lease losses. The aggregate balance of watch and special mention loans and leases within the commercial finance portfolio increased to $179.8 million at June 30, 2020, compared to $145.0 million at September 30, 2019.
The Company has various portfolios of consumer finance and tax services loans that present unique risks. Due to the unique risks associated with these portfolios, the Company monitors other credit quality indicators in their evaluation of the appropriateness of the allowance for loan losses on these portfolios, and as such, these loans are not included in the asset classification table below, beginning in the fiscal 2020 first quarter. The September 30, 2019 asset classification table has been conformed to the current presentation. The outstanding balances of consumer finance loans and tax services loans were $241.6 million and $19.2 million at June 30, 2020, respectively, and $268.2 million and $2.2 million at September 30, 2019, respectively.
The asset classifications of loans and leases were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Classification
|
Pass
|
|
Watch
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
|
As of June 30, 2020
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
National Lending
|
|
|
|
|
|
|
|
|
|
|
|
|
Term lending
|
$
|
656,198
|
|
|
$
|
42,015
|
|
|
$
|
8,774
|
|
|
$
|
28,579
|
|
|
$
|
2,888
|
|
|
$
|
738,454
|
|
|
Asset based lending
|
108,069
|
|
|
58,415
|
|
|
11,841
|
|
|
2,805
|
|
|
—
|
|
|
181,130
|
|
|
Factoring
|
161,075
|
|
|
22,255
|
|
|
20,865
|
|
|
2,166
|
|
|
—
|
|
|
206,361
|
|
|
Lease financing
|
257,540
|
|
|
1,875
|
|
|
879
|
|
|
4,553
|
|
|
141
|
|
|
264,988
|
|
|
Insurance premium finance
|
356,821
|
|
|
1,305
|
|
|
402
|
|
|
125
|
|
|
494
|
|
|
359,147
|
|
|
SBA/USDA
|
295,815
|
|
|
10,339
|
|
|
77
|
|
|
2,380
|
|
|
—
|
|
|
308,611
|
|
|
Other commercial finance
|
99,495
|
|
|
719
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,214
|
|
|
Commercial finance
|
1,935,013
|
|
|
136,923
|
|
|
42,838
|
|
|
40,608
|
|
|
3,523
|
|
|
2,158,905
|
|
|
Warehouse finance
|
277,614
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
277,614
|
|
|
Total National Lending
|
2,212,627
|
|
|
136,923
|
|
|
42,838
|
|
|
40,608
|
|
|
3,523
|
|
|
2,436,519
|
|
|
Community Banking
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate and operating
|
599,144
|
|
|
698
|
|
|
4,019
|
|
|
3,862
|
|
|
580
|
|
|
608,303
|
|
|
Consumer one-to-four family real estate and other
|
165,518
|
|
|
42
|
|
|
655
|
|
|
264
|
|
|
—
|
|
|
166,479
|
|
|
Agricultural real estate and operating
|
11,946
|
|
|
—
|
|
|
4,909
|
|
|
7,800
|
|
|
—
|
|
|
24,655
|
|
|
Total Community Banking
|
776,608
|
|
|
740
|
|
|
9,583
|
|
|
11,926
|
|
|
580
|
|
|
799,437
|
|
|
Total loans and leases
|
$
|
2,989,235
|
|
|
$
|
137,663
|
|
|
$
|
52,421
|
|
|
$
|
52,534
|
|
|
$
|
4,103
|
|
|
$
|
3,235,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Classification
|
Pass
|
|
Watch
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
|
As of September 30, 2019
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
National Lending
|
|
|
|
|
|
|
|
|
|
|
|
|
Term lending
|
$
|
585,382
|
|
|
$
|
—
|
|
|
$
|
36,792
|
|
|
$
|
19,024
|
|
|
$
|
544
|
|
|
$
|
641,742
|
|
|
Asset based lending
|
192,427
|
|
|
—
|
|
|
57,660
|
|
|
378
|
|
|
—
|
|
|
250,465
|
|
|
Factoring
|
256,048
|
|
|
—
|
|
|
36,635
|
|
|
3,824
|
|
|
—
|
|
|
296,507
|
|
|
Lease financing
|
171,785
|
|
|
—
|
|
|
4,917
|
|
|
1,213
|
|
|
—
|
|
|
177,915
|
|
|
Insurance premium finance
|
361,105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
361,105
|
|
|
SBA/USDA
|
76,609
|
|
|
—
|
|
|
8,381
|
|
|
3,841
|
|
|
—
|
|
|
88,831
|
|
|
Other commercial finance
|
99,057
|
|
|
—
|
|
|
608
|
|
|
—
|
|
|
—
|
|
|
99,665
|
|
|
Commercial finance
|
1,742,413
|
|
|
—
|
|
|
144,993
|
|
|
28,280
|
|
|
544
|
|
|
1,916,230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warehouse finance
|
262,924
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
262,924
|
|
|
Total National Lending
|
2,005,337
|
|
|
—
|
|
|
144,993
|
|
|
28,280
|
|
|
544
|
|
|
2,179,154
|
|
|
Community Banking
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate and operating
|
875,933
|
|
|
1,494
|
|
|
2,884
|
|
|
3,621
|
|
|
—
|
|
|
883,932
|
|
|
Consumer one-to-four family real estate and other
|
257,575
|
|
|
946
|
|
|
708
|
|
|
196
|
|
|
—
|
|
|
259,425
|
|
|
Agricultural real estate and operating
|
39,409
|
|
|
4,631
|
|
|
5,876
|
|
|
8,548
|
|
|
—
|
|
|
58,464
|
|
|
Total Community Banking
|
1,172,917
|
|
|
7,071
|
|
|
9,468
|
|
|
12,365
|
|
|
—
|
|
|
1,201,821
|
|
|
Total loans and leases
|
$
|
3,178,254
|
|
|
$
|
7,071
|
|
|
$
|
154,461
|
|
|
$
|
40,645
|
|
|
$
|
544
|
|
|
$
|
3,380,975
|
|
National Lending
Commercial Finance
The Company's commercial finance product lines include term lending, asset based lending, factoring, leasing, insurance premium finance, government guaranteed lending and other commercial finance products offered on a nationwide basis.
Term Lending. Through its Crestmark division, the Bank originates a variety of collateralized conventional term loans and notes receivable, while terms range from three years to 25 years, the weighted average life is approximately 53 months. These term loans may be secured by equipment, recurring revenue streams, or real estate. Credit risk is managed through setting loan amounts appropriate for the collateral by utilizing information ranging from equipment cost, appraisals, valuations, or lending history. The Bank follows standardized loan policies and established and authorized credit limits and applies attentive portfolio management, which includes monitoring past dues, financial performance, financial covenants, and industry trends. As of June 30, 2020, 20% of the term lending portfolio exposure is concentrated in solar/alternative energy, most of which are construction projects that will convert to longer term government guaranteed facilities upon completion of the construction phase. Equipment Finance Agreements ("EFAs") and Installment Purchase Agreements ("IPAs") make up $299.1 million, or 41%, of the term lending total as of June 30, 2020. The remaining 39% are a variety of investment advisory loans and other more traditional term equipment and general purpose commercial loans.
Asset Based Lending. Through its Crestmark division, the Bank provides asset based loans secured by short-term assets such as inventory, accounts receivable, and work-in-process. Asset based loans may also be secured by real estate and equipment. The primary sources of repayment are the operating income of the borrower, the collection of the receivables securing the loan, and/or the sale of the inventory securing the loan. Loans are typically revolving lines of credit with terms of one year to three years, whereby the Bank withholds a contingency reserve representing the difference between the amount advanced and the fair value of the invoice amount or other collateral value. Credit risk is managed through advance rates appropriate for the collateral (generally, advance rates on accounts receivable is 85% and inventory advance rates range from 40% to 50%), standardized loan policies, established and authorized credit limits, attentive portfolio management and the use of lock box agreements and similar arrangements that result in the Company receiving and controlling the debtors' cash receipts. As of June 30, 2020, approximately 50% of these loans were backed by accounts receivable.
Factoring. Through its Crestmark division, the Bank provides factoring lending where clients provide detailed inventory, accounts receivable, and work-in-process reports for lending arrangements. The factoring clients are diversified as to industry and geography. With these loans, the Crestmark division withholds a contingency reserve, which is the difference between the fair value of the invoice amount or other collateral value and the amount advanced (generally, advance rates are 85% on accounts receivable). This reserve is withheld for nonpayment of factored receivables, service fees and other adjustments. Credit risk is managed through standardized advance policies, established and authorized credit limits, verification of receivables, attentive portfolio management and the use of lock box agreements and similar arrangements that result in the Company receiving and controlling the client's cash receipts. In addition, clients generally guarantee the payment of purchased accounts receivable. As of June 30, 2020, approximately 80% of these loans were backed by accounts receivable.
Lease Financing. Through its Crestmark division, the Bank provides creative, flexible lease solutions for technology, capital equipment and select transportation assets like tractors and trailers. Direct financing leases and sales-type leases substantially transfer the benefits and risks of equipment ownership to the lessee. The lease may contain provisions that transfer ownership to the lessee at the end of the initial term, contain a bargain purchase option or allow for purchase of the equipment at fair market value. Residual values are estimated at the inception of the lease. Lease maturities are generally no greater than 84 months. The focus in this lease financing category is to support middle market companies by providing a variety of financing products to help them meet their business objectives.
Insurance Premium Finance. Through its AFS/IBEX division the Bank provides, on a national basis, short-term, primarily collateralized financing to facilitate the commercial customers’ purchase of insurance for various forms of risk, otherwise known as insurance premium financing. This includes, but is not limited to, policies for commercial property, casualty and liability risk. Premiums are advanced either directly to the insurance carrier or through an intermediary/broker and repaid by the policyholder with interest during the policy term. The policyholder generally makes a 20% to 25% down payment to the insurance broker and finances the remainder over nine months to 10 months on average. The down payment is set such that if the policy is canceled, the unearned premium is typically sufficient to cover the loan balance and accrued interest and is returned by the insurer to the Bank on a pro rata basis. Over 99% of the portfolio finances policies provided by investment grade-rated insurance company partners.
Small Business Administration ("SBA") and United States Department of Agriculture ("USDA"). The Bank originates loans through programs partially guaranteed by the SBA or USDA. These loans are made to small businesses and professionals with what the Bank believes are lower risk characteristics. Certain guaranteed portions of these loans are generally sold to the secondary market. Also see Note 3 to the Condensed Consolidated Financial Statements included in this quarterly report. As part of the SBA's coronavirus debt relief efforts, the SBA will pay six months of principal, interest, and any associated fees that borrowers owe for all current 7(a), 504, and Microloans in regular servicing status as well as new 7(a), 504, and Microloans disbursed prior to September 27, 2020. As of June 30, 2020, there were 145 loans with a retained outstanding balance of $48.4 million receiving six months principal and interest from the SBA. The Company is also participating in the PPP, which is being administered by the SBA. The Company expects that some portion of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. Loans funded through the PPP program are fully guaranteed by the U.S. government. As of June 30, 2020, the Company authorized 686 applications, totaling $215.5 million in PPP loan requests as part of the program.
Other Commercial Finance. Included in this category of loans are the Company's healthcare receivables loan portfolio primarily comprised of loans to individuals for medical services received. The majority of these loans are guaranteed by the hospital providing the service to the debtor and this guarantee serves to reduce credit risk as the guarantors agree to repurchase severely delinquent loans. Credit risk is minimized on these loans based on the guarantor’s repurchase agreement. This loan category also includes commercial real estate loans to customers of the Crestmark division.
Consumer Finance
Consumer Credit Products. The Bank designs its credit program relationships with certain desired outcomes. Three high priority outcomes are liquidity, credit protection, and risk retention. The Bank believes the benefits of these outcomes not only support its goals but the goals of the credit program partner as well. The Bank designs its program credit protections in a manner so that the Bank earns a reasonable risk adjusted return, but is protected by certain layers of credit support, similar to what you would find in structured finance. The Bank will hold a sizable portion of the originated asset on its own balance sheet, but retains the flexibility to sell a portion of the originated asset to other interested parties, thereby supporting program liquidity.
Through June 30, 2020, the Bank has launched two consumer credit programs. The loan products offered under these programs are generally closed-end installment loans with terms between 12 months and 84 months and revolving lines of credit with durations between six months and 60 months.
Other Consumer Finance. The Bank's purchased student loan portfolios are seasoned, floating rate, private portfolios that are serviced by a third-party servicer. The portfolio purchased during the fiscal 2018 first quarter is indexed to one-month of the London Interbank Offered Rate ("LIBOR"), while the portfolio purchased in the fiscal 2017 first quarter is indexed to three-month LIBOR plus various margins. The Company received written notification on June 18, 2018 from ReliaMax Surety Company ("ReliaMax"), the company that provided insurance coverage for the student loan portfolios, which informed policy holders that the South Dakota Division of Insurance filed a petition to have ReliaMax declared insolvent and to adopt a plan of liquidation. An Order of Liquidation was entered on June 27, 2018 by the Sixth Circuit Court in Hughes County, South Dakota, declaring ReliaMax insolvent and appointing the South Dakota Division of Insurance as liquidator to adopt a plan of liquidation. The Company expects to ultimately recover a portion of the unearned premiums, though the Company can provide no assurance as to the timing and amount of any such recovery.
Tax Services
The Bank's tax services division provides short-term taxpayer advance loans. Taxpayers are underwritten to determine eligibility for these unsecured loans. Due to the nature of taxpayer advance loans, it typically takes no more than three e-file cycles (the period of time between scheduled IRS payments) from when the return is accepted by the IRS to collect from the borrower. In the event of default, the Bank has no recourse against the tax consumer. The Bank will charge off the balance of a taxpayer advance loan if there is a balance at the end of the calendar year, or when collection of principal becomes doubtful.
Through its tax services division, the Bank provides short-term electronic return originator ("ERO") advance loans on a nationwide basis. These loans are typically utilized by tax preparers to purchase tax preparation software and to prepare tax office operations for the upcoming tax season. EROs go through an underwriting process to determine eligibility for the unsecured advances. ERO loans are not collateralized. Collection on ERO advances begins once the ERO begins to process refund transfers. Generally, the Bank will charge off the balance of an ERO advance loan if there is a balance at the end of June, or when collection of principal becomes doubtful.
Warehouse Finance
The Bank participates in several asset-backed warehouse lines of credit whereby the Bank is in a senior, secured position as the first out participant. These facilities are primarily collateralized by consumer receivables, with the Bank holding a senior collateral position enhanced by a subordinate party structure.
Community Banking
Effective on the Closing Date of the Community Bank division sale to Central Bank, the Company substantially ceased originating loans within its Community Banking loan portfolio. The Company entered a servicing agreement with Central Bank for the retained Community Bank loan portfolio that became effective on the Closing Date. See Note 4. Divestitures for further information related to the Community Banking lending portfolio.
Commercial Real Estate and Operating
The Company's commercial and multi-family real estate loans are secured primarily by apartment buildings, office buildings, and hotels. Commercial and multi-family real estate loans generally were underwritten with terms not exceeding 20 years, have loan-to-value ratios of up to 80% of the appraised value of the property securing the loan, and are typically secured by guarantees of the borrowers. As of June 30, 2020, multi-family real estate loan balances totaled $138.7 million, over 94% of which were located within the Community Bank division's footprint of South Dakota and Iowa. The average loan-to-value ratio on multi-family real estate loans at the time of the Company's most recently completed annual stress test analysis was approximately 69%.
As of June 30, 2020, hospitality loan balances totaled $169.0 million, of which approximately 28% were located in the Community Bank division's footprint of South Dakota and Iowa, while the majority of the remaining balances were through developers headquartered in the Community Bank division footprint with properties located in Minnesota, North Dakota, Nebraska, Wisconsin, Kansas, Arizona, Colorado and California. Over 98% of the outstanding loan balances are flagged hotel relationships and a large majority of the loans have guarantors by individuals with a strong combined net worth. Based on the latest appraisals the Company has on file, the average loan-to-value ratio on hospitality loans was approximately 60%.
Most of the Company's commercial operating loans were extended to finance local and regional businesses and include short-term loans to finance machinery and equipment purchases, inventory and accounts receivable. Commercial operating loans also may involve the extension of revolving credit for a combination of equipment acquisitions and working capital in expanding companies. The maximum term for loans extended on machinery and equipment is based on the projected useful life of such machinery and equipment. Generally, the maximum term on non-mortgage lines of credit is one year.
Consumer One-to-Four Family Real Estate and Other
The Company's one-to-four family residential mortgage loans have terms up to a maximum of 30 years and with loan-to-value ratios up to 100% of the lesser of the appraised value of the property securing the loan or the contract price. However, the vast majority of these loans were originated with loan-to-value ratios below 80%. The Company also has five year and ten year ARM loans. As of June 30, 2020, over 93% of the one-to-four family real estate loans were located within the Community Bank division's footprint of South Dakota and Iowa.
The Company also has a variety of secured consumer loans, primarily made up of home equity and home improvement loans. Substantially all of the Company’s home equity loans and lines of credit are secured by second mortgages on principal residences. The Bank lent amounts which, together with all prior liens, may have been up to 90% of the appraised value of the property securing the loan. Home equity loans and lines of credit generally have maximum terms of five years. As of June 30, 2020, the outstanding balance in these secured consumer loans was less than $4.0 million and approximately 99% of those were located within the Community Bank division's footprint of South Dakota and Iowa.
Agricultural Real Estate and Operating
The Company's agricultural loans finance the purchase of farmland, livestock, farm machinery and equipment, seed, fertilizer, and other farm-related products. Agricultural operating loans are at either an adjustable- or fixed-rate of interest for up to a one year term or, in the case of livestock, are due upon sale. Agricultural real estate loans were frequently originated with adjustable rates of interest. Generally, such loans provide for a fixed rate of interest for the first five years to 10 years, after which the loan will balloon or the interest rate will adjust annually. These loans generally amortize over a period of 20 years to 25 years. Fixed-rate agricultural real estate loans typically have terms up to 10 years. Agricultural real estate loans are generally limited to 75% of the value of the property securing the loan. As of June 30, 2020, 70% of the agricultural loans were real estate loans while the remaining 30% were agricultural operating loans and approximately 91% of the total agricultural loans were located within the Community Bank division's footprint of South Dakota and Iowa.
Past due loans and leases were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruing and Nonaccruing Loans and Leases
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming Loans and Leases
|
|
|
|
|
|
(Dollars in Thousands)
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
>
89 Days Past Due
|
|
Total Past
Due
|
|
Current
|
|
Total Loans and Leases
Receivable
|
|
> 89 Days Past Due and Accruing
|
|
Non-accrual balance
|
|
Total
|
|
As of June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79,905
|
|
|
$
|
79,905
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National Lending
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term lending
|
7,371
|
|
|
6,957
|
|
|
16,965
|
|
|
31,293
|
|
|
707,161
|
|
|
738,454
|
|
|
2,578
|
|
|
16,524
|
|
|
19,102
|
|
|
Asset based lending
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
181,130
|
|
|
181,130
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Factoring
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206,361
|
|
|
206,361
|
|
|
—
|
|
|
733
|
|
|
733
|
|
|
Lease financing
|
4,623
|
|
|
5,669
|
|
|
4,583
|
|
|
14,875
|
|
|
250,113
|
|
|
264,988
|
|
|
1,907
|
|
|
3,518
|
|
|
5,425
|
|
|
Insurance premium finance
|
1,711
|
|
|
3,379
|
|
|
3,723
|
|
|
8,813
|
|
|
350,334
|
|
|
359,147
|
|
|
3,723
|
|
|
—
|
|
|
3,723
|
|
|
SBA/USDA
|
160
|
|
|
—
|
|
|
1,879
|
|
|
2,039
|
|
|
306,572
|
|
|
308,611
|
|
|
427
|
|
|
1,510
|
|
|
1,937
|
|
|
Other commercial finance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,214
|
|
|
100,214
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Commercial finance
|
13,865
|
|
|
16,005
|
|
|
27,150
|
|
|
57,020
|
|
|
2,101,885
|
|
|
2,158,905
|
|
|
8,635
|
|
|
22,285
|
|
|
30,920
|
|
|
Consumer credit products
|
506
|
|
|
412
|
|
|
337
|
|
|
1,255
|
|
|
101,553
|
|
|
102,808
|
|
|
337
|
|
|
—
|
|
|
337
|
|
|
Other consumer finance
|
144
|
|
|
211
|
|
|
572
|
|
|
927
|
|
|
137,850
|
|
|
138,777
|
|
|
572
|
|
|
—
|
|
|
572
|
|
|
Consumer finance
|
650
|
|
|
623
|
|
|
909
|
|
|
2,182
|
|
|
239,403
|
|
|
241,585
|
|
|
909
|
|
|
—
|
|
|
909
|
|
|
Tax services
|
—
|
|
|
19,168
|
|
|
—
|
|
|
19,168
|
|
|
—
|
|
|
19,168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Warehouse finance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
277,614
|
|
|
277,614
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total National Lending
|
14,515
|
|
|
35,796
|
|
|
28,059
|
|
|
78,370
|
|
|
2,618,902
|
|
|
2,697,272
|
|
|
9,544
|
|
|
22,285
|
|
|
31,829
|
|
|
Community Banking
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate and operating
|
2,791
|
|
|
580
|
|
|
258
|
|
|
3,629
|
|
|
604,674
|
|
|
608,303
|
|
|
258
|
|
|
580
|
|
|
838
|
|
|
Consumer one-to-four family real estate and other
|
863
|
|
|
—
|
|
|
121
|
|
|
984
|
|
|
165,495
|
|
|
166,479
|
|
|
—
|
|
|
121
|
|
|
121
|
|
|
Agricultural real estate and operating
|
1,256
|
|
|
45
|
|
|
6,506
|
|
|
7,807
|
|
|
16,848
|
|
|
24,655
|
|
|
4,737
|
|
|
1,769
|
|
|
6,506
|
|
|
Total Community Banking
|
4,910
|
|
|
625
|
|
|
6,885
|
|
|
12,420
|
|
|
787,017
|
|
|
799,437
|
|
|
4,995
|
|
|
2,470
|
|
|
7,465
|
|
|
Total loans and leases held for investment
|
19,425
|
|
|
36,421
|
|
|
34,944
|
|
|
90,790
|
|
|
3,405,919
|
|
|
3,496,709
|
|
|
14,539
|
|
|
24,755
|
|
|
39,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and leases
|
$
|
19,425
|
|
|
$
|
36,421
|
|
|
$
|
34,944
|
|
|
$
|
90,790
|
|
|
$
|
3,485,824
|
|
|
$
|
3,576,614
|
|
|
$
|
14,539
|
|
|
$
|
24,755
|
|
|
$
|
39,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruing and Nonaccruing Loans and Leases
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming Loans and Leases
|
|
|
|
|
|
(Dollars in Thousands)
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
>
89 Days Past Due
|
|
Total Past
Due
|
|
Current
|
|
Total Loans and Leases
Receivable
|
|
> 89 Days Past Due and Accruing
|
|
Non-accrual balance
|
|
Total
|
|
As of September 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans held for sale
|
$
|
1,122
|
|
|
$
|
755
|
|
|
$
|
964
|
|
|
$
|
2,841
|
|
|
$
|
145,936
|
|
|
$
|
148,777
|
|
|
$
|
964
|
|
|
$
|
—
|
|
|
$
|
964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National Lending
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term lending
|
2,162
|
|
|
910
|
|
|
14,098
|
|
|
17,170
|
|
|
624,572
|
|
|
641,742
|
|
|
2,241
|
|
|
12,146
|
|
|
14,387
|
|
|
Asset based lending
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,465
|
|
|
250,465
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Factoring
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
296,507
|
|
|
296,507
|
|
|
—
|
|
|
1,669
|
|
|
1,669
|
|
|
Lease financing
|
1,160
|
|
|
1,134
|
|
|
1,736
|
|
|
4,030
|
|
|
173,885
|
|
|
177,915
|
|
|
1,530
|
|
|
308
|
|
|
1,838
|
|
|
Insurance premium finance
|
1,999
|
|
|
2,881
|
|
|
3,807
|
|
|
8,687
|
|
|
352,418
|
|
|
361,105
|
|
|
3,807
|
|
|
—
|
|
|
3,807
|
|
|
SBA/USDA
|
83
|
|
|
—
|
|
|
255
|
|
|
338
|
|
|
88,493
|
|
|
88,831
|
|
|
—
|
|
|
255
|
|
|
255
|
|
|
Other commercial finance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99,665
|
|
|
99,665
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Commercial finance
|
5,404
|
|
|
4,925
|
|
|
19,896
|
|
|
30,225
|
|
|
1,886,005
|
|
|
1,916,230
|
|
|
7,578
|
|
|
14,378
|
|
|
21,956
|
|
|
Consumer credit products
|
627
|
|
|
557
|
|
|
239
|
|
|
1,423
|
|
|
105,371
|
|
|
106,794
|
|
|
239
|
|
|
—
|
|
|
239
|
|
|
Other consumer finance
|
932
|
|
|
1,005
|
|
|
1,078
|
|
|
3,015
|
|
|
158,389
|
|
|
161,404
|
|
|
1,078
|
|
|
—
|
|
|
1,078
|
|
|
Consumer finance
|
1,559
|
|
|
1,562
|
|
|
1,317
|
|
|
4,438
|
|
|
263,760
|
|
|
268,198
|
|
|
1,317
|
|
|
—
|
|
|
1,317
|
|
|
Tax services
|
—
|
|
|
—
|
|
|
2,240
|
|
|
2,240
|
|
|
—
|
|
|
2,240
|
|
|
2,240
|
|
|
—
|
|
|
2,240
|
|
|
Warehouse finance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
262,924
|
|
|
262,924
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total National Lending
|
6,963
|
|
|
6,487
|
|
|
23,453
|
|
|
36,903
|
|
|
2,412,689
|
|
|
2,449,592
|
|
|
11,135
|
|
|
14,378
|
|
|
25,513
|
|
|
Community Banking
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate and operating
|
565
|
|
|
—
|
|
|
—
|
|
|
565
|
|
|
883,367
|
|
|
883,932
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Consumer one-to-four family real estate and other
|
458
|
|
|
—
|
|
|
9
|
|
|
467
|
|
|
258,958
|
|
|
259,425
|
|
|
—
|
|
|
44
|
|
|
44
|
|
|
Agricultural real estate and operating
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
58,415
|
|
|
58,464
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total Community Banking
|
1,072
|
|
|
—
|
|
|
9
|
|
|
1,081
|
|
|
1,200,740
|
|
|
1,201,821
|
|
|
—
|
|
|
44
|
|
|
44
|
|
|
Total loans and leases held for investment
|
8,035
|
|
|
6,487
|
|
|
23,462
|
|
|
37,984
|
|
|
3,613,429
|
|
|
3,651,413
|
|
|
11,135
|
|
|
14,422
|
|
|
25,557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and leases
|
$
|
9,157
|
|
|
$
|
7,242
|
|
|
$
|
24,426
|
|
|
$
|
40,825
|
|
|
$
|
3,759,365
|
|
|
$
|
3,800,190
|
|
|
$
|
12,099
|
|
|
$
|
14,422
|
|
|
$
|
26,521
|
|
Certain loans and leases 90 days or more past due as to interest or principal continue to accrue because they are (1) well-secured and in the process of collection or (2) one-to-four family real estate loans or consumer loans exempt under regulatory rules from being classified as non-accrual until later delinquency, usually 120 days past due.
When analysis of borrower or lessee operating results and financial condition indicates that underlying cash flows of the borrower’s business are not adequate to meet its debt service requirements, the loan or lease is evaluated for impairment. Often, this is associated with a delay or shortfall in scheduled payments, as described above.
Impaired loans and leases were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2020
|
Recorded
Balance
|
|
Unpaid Principal
Balance
|
|
Specific
Allowance
|
|
Loans and leases without a specific valuation allowance
|
(Dollars in Thousands)
|
|
|
|
|
|
National Lending
|
|
|
|
|
|
|
Term lending
|
$
|
17,442
|
|
|
$
|
20,217
|
|
|
$
|
—
|
|
|
Asset based lending
|
2,805
|
|
|
2,805
|
|
|
—
|
|
|
Factoring
|
1,282
|
|
|
2,357
|
|
|
—
|
|
|
Lease financing
|
1,474
|
|
|
1,482
|
|
|
—
|
|
|
|
|
|
|
|
|
|
SBA/USDA
|
870
|
|
|
870
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Commercial finance
|
23,873
|
|
|
27,731
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Other consumer finance
|
2,177
|
|
|
2,314
|
|
|
—
|
|
|
Consumer finance
|
2,177
|
|
|
2,314
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total National Lending
|
26,050
|
|
|
30,045
|
|
|
—
|
|
|
Community Banking
|
|
|
|
|
|
|
Commercial real estate and operating
|
259
|
|
|
259
|
|
|
—
|
|
|
Consumer one-to-four family real estate and other
|
177
|
|
|
177
|
|
|
—
|
|
|
Agricultural real estate and operating
|
2,437
|
|
|
2,437
|
|
|
—
|
|
|
Total Community Banking
|
2,873
|
|
|
2,873
|
|
|
—
|
|
|
Total
|
$
|
28,923
|
|
|
$
|
32,918
|
|
|
$
|
—
|
|
|
Loans and leases with a specific valuation allowance
|
|
|
|
|
|
|
National Lending
|
|
|
|
|
|
|
Term lending
|
$
|
14,025
|
|
|
$
|
14,037
|
|
|
$
|
3,366
|
|
|
|
|
|
|
|
|
|
Factoring
|
883
|
|
|
883
|
|
|
189
|
|
|
Lease financing
|
3,221
|
|
|
3,221
|
|
|
1,350
|
|
|
|
|
|
|
|
|
|
SBA/USDA
|
1,510
|
|
|
1,510
|
|
|
241
|
|
|
|
|
|
|
|
|
|
Commercial finance
|
19,639
|
|
|
19,651
|
|
|
5,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total National Lending
|
19,639
|
|
|
19,651
|
|
|
5,146
|
|
|
Community Banking
|
|
|
|
|
|
|
Commercial real estate and operating
|
160
|
|
|
160
|
|
|
141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Community Banking Loans
|
160
|
|
|
160
|
|
|
141
|
|
|
Total
|
$
|
19,799
|
|
|
$
|
19,811
|
|
|
$
|
5,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2019
|
Recorded
Balance
|
|
Unpaid Principal
Balance
|
|
Specific
Allowance
|
|
Loans and leases without a specific valuation allowance
|
(Dollars in Thousands)
|
|
|
|
|
|
National Lending
|
|
|
|
|
|
|
Term lending
|
$
|
12,644
|
|
|
$
|
13,944
|
|
|
$
|
—
|
|
|
Asset based lending
|
378
|
|
|
378
|
|
|
—
|
|
|
Factoring
|
1,563
|
|
|
2,638
|
|
|
—
|
|
|
Lease financing
|
1,062
|
|
|
1,062
|
|
|
—
|
|
|
|
|
|
|
|
|
|
SBA/USDA
|
2,595
|
|
|
2,595
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Commercial finance
|
18,242
|
|
|
20,617
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Other consumer finance
|
1,472
|
|
|
1,539
|
|
|
—
|
|
|
Consumer finance
|
1,472
|
|
|
1,539
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total National Lending
|
19,714
|
|
|
22,156
|
|
|
—
|
|
|
Community Banking
|
|
|
|
|
|
|
Commercial real estate and operating
|
258
|
|
|
258
|
|
|
—
|
|
|
Consumer one-to-four family real estate and other
|
100
|
|
|
100
|
|
|
—
|
|
|
Agricultural real estate and operating
|
2,985
|
|
|
2,985
|
|
|
—
|
|
|
Total Community Banking
|
3,343
|
|
|
3,343
|
|
|
—
|
|
|
Total
|
$
|
23,057
|
|
|
$
|
25,499
|
|
|
$
|
—
|
|
|
Loans and leases with a specific valuation allowance
|
|
|
|
|
|
|
National Lending
|
|
|
|
|
|
|
Term lending
|
$
|
6,924
|
|
|
$
|
6,951
|
|
|
$
|
450
|
|
|
|
|
|
|
|
|
|
Factoring
|
2,261
|
|
|
3,601
|
|
|
1,262
|
|
|
Lease financing
|
151
|
|
|
151
|
|
|
112
|
|
|
|
|
|
|
|
|
|
SBA/USDA
|
1,246
|
|
|
1,246
|
|
|
51
|
|
|
|
|
|
|
|
|
|
Commercial finance
|
10,582
|
|
|
11,949
|
|
|
1,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total National Lending
|
10,582
|
|
|
11,949
|
|
|
1,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
10,582
|
|
|
$
|
11,949
|
|
|
$
|
1,875
|
|
The following table provides the average recorded investment in impaired loans and leases for the three and nine months ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
2019
|
|
|
|
(Dollars in Thousands)
|
Average
Recorded
Investment
|
|
Recognized Interest Income
|
|
Average
Recorded
Investment
|
|
Recognized Interest Income
|
|
National Lending
|
|
|
|
|
|
|
|
|
Term lending
|
$
|
28,848
|
|
|
$
|
121
|
|
|
$
|
3,906
|
|
|
$
|
88
|
|
|
Asset based lending
|
935
|
|
|
—
|
|
|
2,777
|
|
|
—
|
|
|
Factoring
|
4,715
|
|
|
—
|
|
|
6,621
|
|
|
—
|
|
|
Lease financing
|
2,946
|
|
|
2
|
|
|
3,351
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
SBA/USDA
|
3,162
|
|
|
—
|
|
|
425
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Commercial finance
|
40,606
|
|
|
123
|
|
|
17,080
|
|
|
88
|
|
|
|
|
|
|
|
|
|
|
|
Other consumer finance
|
1,999
|
|
|
37
|
|
|
1,190
|
|
|
28
|
|
|
Consumer finance
|
1,999
|
|
|
37
|
|
|
1,190
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total National Lending
|
42,605
|
|
|
160
|
|
|
18,270
|
|
|
116
|
|
|
Community Banking
|
|
|
|
|
|
|
|
|
Commercial real estate and operating
|
405
|
|
|
1
|
|
|
106
|
|
|
5
|
|
|
Consumer one-to-four family real estate and other
|
131
|
|
|
—
|
|
|
186
|
|
|
1
|
|
|
Agricultural real estate and operating
|
2,437
|
|
|
10
|
|
|
1,226
|
|
|
28
|
|
|
Total Community Banking
|
2,973
|
|
|
11
|
|
|
1,518
|
|
|
34
|
|
|
Total loans and leases
|
$
|
45,578
|
|
|
$
|
171
|
|
|
$
|
19,788
|
|
|
$
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30,
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
2019
|
|
|
|
(Dollars in Thousands)
|
Average
Recorded
Investment
|
|
Recognized Interest Income
|
|
Average
Recorded
Investment
|
|
Recognized Interest Income
|
|
National Lending
|
|
|
|
|
|
|
|
|
Term lending
|
$
|
24,946
|
|
|
$
|
240
|
|
|
$
|
4,667
|
|
|
$
|
262
|
|
|
Asset based lending
|
571
|
|
|
—
|
|
|
1,267
|
|
|
—
|
|
|
Factoring
|
4,387
|
|
|
—
|
|
|
4,178
|
|
|
5
|
|
|
Lease financing
|
2,929
|
|
|
14
|
|
|
3,070
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
SBA/USDA
|
3,530
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Commercial finance
|
36,363
|
|
|
254
|
|
|
13,325
|
|
|
284
|
|
|
|
|
|
|
|
|
|
|
|
Other consumer finance
|
1,775
|
|
|
111
|
|
|
1,215
|
|
|
38
|
|
|
Consumer finance
|
1,775
|
|
|
111
|
|
|
1,215
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total National Lending
|
38,138
|
|
|
365
|
|
|
14,540
|
|
|
322
|
|
|
Community Banking
|
|
|
|
|
|
|
|
|
Commercial real estate and operating
|
511
|
|
|
27
|
|
|
259
|
|
|
9
|
|
|
Consumer one-to-four family real estate and other
|
101
|
|
|
9
|
|
|
154
|
|
|
3
|
|
|
Agricultural real estate and operating
|
2,677
|
|
|
(134)
|
|
|
1,371
|
|
|
63
|
|
|
Total Community Banking
|
3,289
|
|
|
(98)
|
|
|
1,784
|
|
|
75
|
|
|
Total loans and leases
|
$
|
41,427
|
|
|
$
|
267
|
|
|
$
|
16,324
|
|
|
$
|
397
|
|
The Company’s troubled debt restructurings ("TDRs") typically involve forgiving a portion of interest or principal on existing loans, making loans at a rate materially less than current market rates, or extending the term of the loan. There were $1.4 million of national lending loans that were modified in a TDR during the three months ended June 30, 2020, all of which were modified to extend the term of the loan, and no community banking loans. There were $0.7 million community banking loans and $0.1 million of national lending loans and leases that were modified in a TDR during the three months ended June 30, 2019.
During the nine months ended June 30, 2020, there were $5.5 million of national lending loans and $0.6 million of community bank loans that were modified in a TDR, all of which were modified to extend the term of the loan. There were $1.7 million of national lending loans and leases and $0.7 million of community banking loans that were modified in a TDR during the nine months ended June 30, 2019.
During the nine months ended June 30, 2020, the Company had $3.3 million of community banking loans and $1.3 million of national lending loans that were modified in a TDR within the previous 12 months and for which there was a payment default. During the nine months ended June 30, 2019, the Company had $0.9 million of community banking loans and no national lending loans that were modified in a TDR within the previous 12 months and for which there was a payment default. TDR net charge-offs and the impact of TDRs on the Company's allowance for loan and lease losses were insignificant during the quarters ended June 30, 2020 and June 30, 2019.
NOTE 7. EARNINGS PER COMMON SHARE
Earnings per common share is computed after deducting any preferred dividends, if applicable. The Company has granted restricted share awards with dividend rights that are considered to be participating securities. Accordingly, a portion of the Company’s earnings is allocated to those participating securities in the earnings per share calculation. Basic earnings per common share is computed by dividing income available to common stockholders after the allocation of dividends and undistributed earnings to the participating securities by the weighted average number of common shares outstanding for the period. Diluted earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, and is computed after giving consideration to the weighted average dilutive effect of the Company’s stock options and after the allocation of earnings to the participating securities. Antidilutive options are disregarded in earnings per share calculations.
A reconciliation of net income and common stock share amounts used in the computation of basic and diluted earnings per share is presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
(Dollars in Thousands, Except Share and Per Share Data)
|
2020
|
|
2019
|
|
Basic income per common share:
|
|
|
|
|
Net income attributable to Meta Financial Group, Inc.
|
$
|
18,190
|
|
|
$
|
29,291
|
|
|
Weighted average common shares outstanding
|
34,616,038
|
|
|
38,903,266
|
|
|
Basic income per common share
|
$
|
0.53
|
|
|
$
|
0.75
|
|
|
|
|
|
|
|
Diluted income per common share:
|
|
|
|
|
Net income attributable to Meta Financial Group, Inc.
|
$
|
18,190
|
|
|
$
|
29,291
|
|
|
Weighted average common shares outstanding
|
34,616,038
|
|
|
38,903,266
|
|
|
Outstanding options - based upon the two-class method
|
7,076
|
|
|
74,424
|
|
|
Weighted average diluted common shares outstanding
|
34,623,114
|
|
|
38,977,690
|
|
|
Diluted income per common share
|
$
|
0.53
|
|
|
$
|
0.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30,
|
|
|
|
(Dollars in Thousands, Except Share and Per Share Data)
|
2020
|
|
2019
|
|
Basic income per common share:
|
|
|
|
|
Net income attributable to Meta Financial Group, Inc.
|
$
|
91,562
|
|
|
$
|
76,809
|
|
|
Weighted average common shares outstanding
|
36,004,877
|
|
|
39,220,793
|
|
|
Basic income per common share
|
$
|
2.54
|
|
|
$
|
1.96
|
|
|
|
|
|
|
|
Diluted income per common share:
|
|
|
|
|
Net income attributable to Meta Financial Group, Inc.
|
$
|
91,562
|
|
|
$
|
76,809
|
|
|
Weighted average common shares outstanding
|
36,004,877
|
|
|
39,220,793
|
|
|
Outstanding options - based upon the two-class method
|
11,160
|
|
|
68,218
|
|
|
Weighted average diluted common shares outstanding
|
36,016,037
|
|
|
39,289,011
|
|
|
Diluted income per common share
|
$
|
2.54
|
|
|
$
|
1.95
|
|
NOTE 8. RENTAL EQUIPMENT, NET
Rental equipment consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
June 30, 2020
|
|
September 30, 2019
|
|
Computers and IT networking equipment
|
$
|
29,846
|
|
|
$
|
37,352
|
|
|
Motor vehicles and other
|
122,995
|
|
|
98,149
|
|
|
Office furniture and equipment
|
2,576
|
|
|
2,875
|
|
|
Solar panels and equipment
|
118,583
|
|
|
116,505
|
|
|
Total
|
274,000
|
|
|
254,881
|
|
|
|
|
|
|
|
Accumulated depreciation
|
(59,576)
|
|
|
(46,344)
|
|
|
Unamortized initial direct costs
|
1,912
|
|
|
—
|
|
|
Net book value
|
$
|
216,336
|
|
|
$
|
208,537
|
|
Undiscounted future minimum lease payments expected to be received for operating leases were as follows:
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|
Remaining in 2020
|
$
|
9,345
|
|
|
2021
|
32,668
|
|
|
2022
|
26,109
|
|
|
2023
|
21,461
|
|
|
2024
|
15,601
|
|
|
Thereafter
|
27,915
|
|
|
Total undiscounted future minimum lease payments receivable for operating leases
|
$
|
133,099
|
|
NOTE 9. FORECLOSED REAL ESTATE AND REPOSSESSED ASSETS
The following table provides an analysis of changes in foreclosed real estate and repossessed assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30,
|
|
|
|
(Dollars in Thousands)
|
2020
|
|
2019
|
|
Balance, beginning of period
|
$
|
29,494
|
|
|
$
|
31,638
|
|
|
Additions
|
5,983
|
|
|
105
|
|
|
Reductions:
|
|
|
|
|
Write-downs
|
568
|
|
|
339
|
|
|
Net proceeds from sale
|
23,086
|
|
|
1,905
|
|
|
Gain (loss) on sale
|
(5,039)
|
|
|
15
|
|
|
Total reductions
|
28,693
|
|
|
2,229
|
|
|
Balance, ending of period
|
$
|
6,784
|
|
|
$
|
29,514
|
|
At June 30, 2020 and September 30, 2019, the Company had established a valuation allowance of $0.5 million and $0.1 million for repossessed assets, respectively. As of June 30, 2020 and September 30, 2019, the Company had no loans or leases in the process of foreclosure.
During the nine months ended June 30, 2020, the Company sold $28.1 million of other real estate owned ("OREO"), which consisted of assets related to a Community Bank agriculture real estate customer. The sale occurred via public auction and consisted of 30-plus parcels of land. The sale of 30-plus parcels closed in the fiscal 2020 first quarter. The Company applied Subtopic ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets to record the sale. The following table is a summary of the sale transaction, as reflected in the Company's financial statements:
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
June 30, 2020
|
|
Purchase price
|
$
|
23,083
|
|
|
Carrying value of OREO
|
28,122
|
|
|
Loss on sale
|
(5,039)
|
|
|
Deferred income recognized
|
1,096
|
|
|
Net impact
|
$
|
(3,943)
|
|
The Company recognized a $5.0 million loss from the sale of foreclosed property during the nine months ended June 30, 2020, which is included in the "Gain (loss) on sale of other" line on the Consolidated Statements of Operations. The Company also recognized $1.1 million in deferred rental income and $0.2 million in OREO expenses related to these foreclosed properties during the nine months ended June 30, 2020.
NOTE 10. GOODWILL AND INTANGIBLE ASSETS
The Company held a total of $309.5 million of goodwill at June 30, 2020. The recorded goodwill is a result of multiple business combinations that have been consummated since fiscal year 2015, with the most recent being the merger with Crestmark pursuant to the Crestmark Acquisition that closed on August 1, 2018. Goodwill is assessed for impairment at least annually or more often if conditions indicate a possible impairment. The assessment is done at a reporting unit level, which is one level below the operating segments. The Company has changed its basis of presentation for segments. See Note 17. Segment Reporting for additional information on the Company's segment reporting.
Due to the ongoing economic impacts from the COVID-19 pandemic, the Company conducted a quantitative interim goodwill impairment assessment at June 30, 2020. The impairment assessment compares the fair value of each reporting unit with its carrying amount (including goodwill). If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. The Company's interim assessment estimated fair value for each reporting unit using an income approach that incorporated a discounted cash flow model that involves many management assumptions based upon future growth projections which include estimates of COVID-19 impacts on our various business lines. Assumptions include estimates of future after-tax cash flows, growth rates, and discount rates based upon industry and competitor analyses. Results of the interim assessment indicated no goodwill impairment for any of the reporting units as of June 30, 2020.
The changes in the carrying amount of the Company’s goodwill and intangible assets for the nine months ended June 30, 2020 and 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Consumer
|
|
Commercial
|
|
Corporate Services/Other
|
|
Total
|
|
Goodwill
|
|
|
|
|
|
|
|
|
September 30, 2019
|
$
|
87,145
|
|
|
$
|
222,360
|
|
|
$
|
—
|
|
|
$
|
309,505
|
|
|
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
June 30, 2020
|
$
|
87,145
|
|
|
$
|
222,360
|
|
|
$
|
—
|
|
|
$
|
309,505
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2018
|
$
|
87,145
|
|
|
$
|
216,125
|
|
|
$
|
—
|
|
|
$
|
303,270
|
|
|
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Measurement Period Adjustments(1)
|
—
|
|
|
4,671
|
|
|
—
|
|
|
4,671
|
|
|
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
June 30, 2019
|
$
|
87,145
|
|
|
$
|
220,796
|
|
|
$
|
—
|
|
|
$
|
307,941
|
|
(1) The Company recognized measurement period adjustments on provisional goodwill during the fiscal 2019 second quarter related to the Crestmark acquisition.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Trademark(1)
|
|
Non-Compete(2)
|
|
Customer Relationships(3)
|
|
All Others(4)
|
|
Total
|
|
Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2019
|
$
|
11,959
|
|
|
$
|
827
|
|
|
$
|
33,207
|
|
|
$
|
6,817
|
|
|
$
|
52,810
|
|
|
Acquisitions during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
35
|
|
|
Amortization during the period
|
(793)
|
|
|
(310)
|
|
|
(7,112)
|
|
|
(499)
|
|
|
(8,714)
|
|
|
Write-offs during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
(157)
|
|
|
(157)
|
|
|
Balance as of June 30, 2020
|
$
|
11,166
|
|
|
$
|
517
|
|
|
$
|
26,095
|
|
|
$
|
6,196
|
|
|
$
|
43,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross carrying amount
|
$
|
14,624
|
|
|
$
|
2,480
|
|
|
$
|
82,088
|
|
|
$
|
10,112
|
|
|
$
|
109,304
|
|
|
Accumulated amortization
|
(3,458)
|
|
|
(1,963)
|
|
|
(45,745)
|
|
|
(3,726)
|
|
|
(54,892)
|
|
|
Accumulated impairment
|
—
|
|
|
—
|
|
|
(10,248)
|
|
|
(190)
|
|
|
(10,438)
|
|
|
Balance as of June 30, 2020
|
$
|
11,166
|
|
|
$
|
517
|
|
|
$
|
26,095
|
|
|
$
|
6,196
|
|
|
$
|
43,974
|
|
(1) Book amortization period of 5-15 years. Amortized using the straight line and accelerated methods.
(2) Book amortization period of 3-5 years. Amortized using the straight line method.
(3) Book amortization period of 10-30 years. Amortized using the accelerated method.
(4) Book amortization period of 3-20 years. Amortized using the straight line method.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Trademark(1)
|
|
Non-Compete(2)
|
|
Customer Relationships(3)
|
|
All Others(4)
|
|
Total
|
|
Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2018
|
$
|
12,987
|
|
|
$
|
1,297
|
|
|
$
|
48,455
|
|
|
$
|
7,980
|
|
|
$
|
70,719
|
|
|
Acquisitions during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
100
|
|
|
Amortization during the period
|
(771)
|
|
|
(353)
|
|
|
(12,504)
|
|
|
(724)
|
|
|
(14,352)
|
|
|
Write-offs during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
(314)
|
|
|
(314)
|
|
|
Balance as of June 30, 2019
|
$
|
12,216
|
|
|
$
|
944
|
|
|
$
|
35,951
|
|
|
$
|
7,042
|
|
|
$
|
56,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross carrying amount
|
$
|
14,624
|
|
|
$
|
2,480
|
|
|
$
|
82,088
|
|
|
$
|
10,688
|
|
|
$
|
109,880
|
|
|
Accumulated amortization
|
(2,408)
|
|
|
(1,536)
|
|
|
(35,889)
|
|
|
(2,987)
|
|
|
(42,820)
|
|
|
Accumulated impairment
|
—
|
|
|
—
|
|
|
(10,248)
|
|
|
(659)
|
|
|
(10,907)
|
|
|
Balance as of June 30, 2019
|
$
|
12,216
|
|
|
$
|
944
|
|
|
$
|
35,951
|
|
|
$
|
7,042
|
|
|
$
|
56,153
|
|
(1) Book amortization period of 5-15 years. Amortized using the straight line and accelerated methods.
(2) Book amortization period of 3-5 years. Amortized using the straight line method.
(3) Book amortization period of 10-30 years. Amortized using the accelerated method.
(4) Book amortization period of 3-20 years. Amortized using the straight line method.
The estimated amortization expense of intangible assets assumes no activities, such as acquisitions, which would result in additional amortizable intangible assets. Estimated amortization expense of intangible assets in the remaining three months of fiscal 2020 and subsequent fiscal years at June 30, 2020 was as follows:
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|
Remaining in 2020
|
$
|
2,283
|
|
|
2021
|
8,545
|
|
|
2022
|
6,419
|
|
|
2023
|
5,101
|
|
|
2024
|
4,383
|
|
|
2025
|
3,826
|
|
|
Thereafter
|
13,417
|
|
|
Total anticipated intangible amortization
|
$
|
43,974
|
|
The Company tests intangible assets for impairment at least annually or more often if conditions indicate a possible impairment. There were no impairments to intangible assets during the three and nine months ended June 30, 2020 or the three months ended June 30, 2019. There was $0.1 million in impairments to intangible assets during the nine months ended June 30, 2019.
NOTE 11. OPERATING LEASE RIGHT-OF-USE ASSETS AND LIABILITIES
Operating lease ROU assets, included in other assets, were $26.5 million at June 30, 2020.
Operating lease liabilities, included in accrued expenses and other liabilities, were $28.0 million at June 30, 2020.
Undiscounted future minimum operating lease payments and a reconciliation to the amount recorded as operating lease liabilities were as follows:
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|
Remaining in 2020
|
$
|
958
|
|
|
2021
|
3,742
|
|
|
2022
|
3,479
|
|
|
2023
|
2,799
|
|
|
2024
|
2,808
|
|
|
Thereafter
|
18,520
|
|
|
Total undiscounted future minimum lease payments
|
32,306
|
|
|
Discount
|
(4,347)
|
|
|
Total operating lease liabilities
|
$
|
27,959
|
|
The weighted-average discount rate and remaining lease term for operating leases were as follows:
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
Weighted-average discount rate
|
2.35
|
%
|
|
Weighted-average remaining lease term (years)
|
11.51
|
The components of total lease costs for operating leases, included in occupancy and equipment noninterest expense, were as follows:
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Nine Months Ended June 30, 2020
|
|
Lease expense
|
$
|
2,533
|
|
|
Short-term and variable lease cost
|
452
|
|
|
Sublease income
|
(552)
|
|
|
Total lease cost for operating leases
|
$
|
2,433
|
|
NOTE 12. STOCKHOLDERS' EQUITY
Repurchase of Common Stock
During the nine months ended June 30, 2020, the Company repurchased 3,498,394 of its shares, at an average price of $34.34, which exhausted the remaining shares available for repurchase by the Company under the March 26, 2019 share repurchase program. The Company's Board of Directors authorized the November 20, 2019 share repurchase program to repurchase up to an additional 7,500,000 shares of the Company's outstanding common stock through December 31, 2022. During the three months ended June 30, 2020, the Company did not repurchase shares as part of the share repurchase program because the Company suspended its share repurchase activity in March 2020.
For the nine months ended June 30, 2020, and 2019, the Company also repurchased 89,613 and 90,264 shares, or $3.0 million and $3.0 million of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock.
Repurchase of Treasury Stock
On June 25, 2019, the Company retired 114,558 shares of common stock held in treasury. The Company accounts for the retirement of repurchased shares, including treasury stock, using the par value method under which the repurchase price is charged to paid-in capital up to the amount of the original proceeds of those shares. When the repurchase price is greater than the original issue proceeds, the excess is charged to retained earnings. No shares of common stock held in treasury were retired in the nine months ended June 30, 2020.
NOTE 13. STOCK COMPENSATION
The Company maintains the Meta Financial Group, Inc. 2002 Omnibus Incentive Plan, as amended and restated (the "2002 Omnibus Incentive Plan"), which, among other things, provides for the awarding of stock options and nonvested (restricted) shares to certain officers and directors of the Company. Awards are granted by the Compensation Committee of the Board of Directors based on the performance of the award recipients or other relevant factors.
Compensation expense for share-based awards is recorded over the vesting period at the fair value of the award at the time of the grant. The exercise price of options or fair value of nonvested (restricted) shares granted under the Company’s incentive plan is equal to the fair market value of the underlying stock at the grant date. The Company has elected, with the adoption of ASU 2016-09, to record forfeitures as they occur.
The following tables show the activity of options and nonvested (restricted) shares granted, exercised, or forfeited under the 2002 Omnibus Incentive Plan for the nine months ended June 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands, Except Per Share Data)
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (Yrs)
|
|
Aggregate Intrinsic Value
|
|
Options outstanding, September 30, 2019
|
59,835
|
|
|
$
|
8.06
|
|
|
1.54
|
|
$
|
1,469
|
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Exercised
|
(41,949)
|
|
|
6.98
|
|
|
1.01
|
|
866
|
|
|
Forfeited or expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Options outstanding, June 30 2020
|
17,886
|
|
|
$
|
10.60
|
|
|
0.25
|
|
$
|
135
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable, June 30, 2020
|
17,886
|
|
|
$
|
10.60
|
|
|
0.25
|
|
$
|
135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands, Except Per Share Data)
|
Number of Shares
|
|
Weighted Average Fair Value at Grant
|
|
Nonvested shares outstanding, September 30, 2019
|
926,122
|
|
|
$
|
29.54
|
|
|
Granted
|
191,372
|
|
|
32.32
|
|
|
Vested
|
(276,193)
|
|
|
30.04
|
|
|
Forfeited or expired
|
(9,584)
|
|
|
31.48
|
|
|
Nonvested shares outstanding, June 30, 2020
|
831,717
|
|
|
$
|
29.99
|
|
At June 30, 2020, stock-based compensation expense not yet recognized in income totaled $9.4 million, which is expected to be recognized over a weighted average remaining period of 2.46 years.
NOTE 14. INCOME TAXES
The Company recorded an income tax expense of $3.9 million for the nine months ended June 30, 2020, resulting in an effective tax rate of 3.91%, compared to an income tax benefit of $3.2 million, or an effective tax rate of (4.20%), for the nine months ended June 30, 2019. The Company’s effective tax rate was lower than the U.S. statutory rate of 21% primarily because of the anticipated effect of investment tax credits during fiscal year 2019. The Company’s effective tax rate in the future will depend in part on actual investment tax credits earned as part of its financing of solar energy projects.
The table below compares the income tax expense components for the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30,
|
|
|
|
(Dollars in Thousands)
|
2020
|
|
2019
|
|
Provision at statutory rate
|
$
|
20,041
|
|
|
$
|
15,449
|
|
|
Tax-exempt income
|
(936)
|
|
|
(2,360)
|
|
|
State income taxes
|
4,475
|
|
|
3,243
|
|
|
Interim period effective rate adjustment
|
(8,850)
|
|
|
1,397
|
|
|
Tax credit investments, net - federal
|
(9,863)
|
|
|
(22,484)
|
|
|
Research tax credit
|
(1,709)
|
|
|
—
|
|
|
IRC 162(m) nondeductible compensation
|
1,250
|
|
|
1,612
|
|
|
Other, net
|
(538)
|
|
|
(101)
|
|
|
Income tax expense (benefit)
|
$
|
3,870
|
|
|
$
|
(3,244)
|
|
|
Effective tax rate
|
3.91
|
%
|
|
(4.20)
|
%
|
The Company does not expect significant income tax impacts due to the CARES Act, which was signed in response to the COVID-19 pandemic.
NOTE 15. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Bank makes various commitments to extend credit that are not reflected in the accompanying Condensed Consolidated Financial Statements as described below.
At June 30, 2020 and September 30, 2019, unfunded loan commitments approximated $1.12 billion and $978.1 million, respectively, excluding undisbursed portions of loans in process. Commitments, which are disbursed subject to certain limitations, extend over various periods of time. Generally, unused commitments are canceled upon expiration of the commitment term as outlined in each individual contract.
The Company had no commitments to purchase securities at June 30, 2020 or September 30, 2019. The Company had no commitments to sell securities at June 30, 2020 or September 30, 2019.
The exposure to credit loss in the event of non-performance by other parties to financial instruments for commitments to extend credit is represented by the contractual amount of those instruments. The same credit policies and collateral requirements are used in making commitments and conditional obligations as are used for on-balance-sheet instruments. At June 30, 2020 and at September 30, 2019, the Company had an allowance for credit losses on off-balance sheet credit exposures of $0.1 million. This amount is maintained as a separate liability account within other liabilities.
Since certain commitments to make loans and to fund lines of credit and loans in process expire without being used, the amount does not necessarily represent future cash commitments. In addition, commitments used to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.
Legal Proceedings
The Bank was served, on October 14, 2016, with a lawsuit captioned Card Limited, LLC v. MetaBank dba Meta Payment Systems, Civil No. 2:16-cv-00980 in the United States District Court for the District of Utah. This action was initiated by a former prepaid program manager of the Bank, which was terminated by the Bank in fiscal year 2016. Card Limited alleges that, after all of the programs were wound down, there were two accounts with positive balances to which Card Limited is entitled. The Bank’s position is that Card Limited is not entitled to the funds contained in said accounts. The total amount to which Card Limited claims it is entitled is $4.0 million. The Court ruled in favor of MetaBank on cross motions for summary judgment and vacated the trial. Card Limited has the right to appeal once the ruling is finalized. The Bank intends to continue to vigorously defend this claim, if appealed. An estimate of a range of reasonably possible loss cannot be made at this stage of the litigation.
On February 9, 2018, the Bank’s AFS/IBEX division filed a lawsuit in the United States District Court for the Eastern District of New York captioned AFS/IBEX, a division of MetaBank v. Aegis Managing Agency Limited ("AMA"), Aegis Syndicate 1225 (together with AMA, the "Aegis defendants"), CRC Insurance Services, Inc. ("CRC"), and Transportation Underwriters, Inc. The suit was filed against commercial insurance underwriters and brokers that facilitated the issuance of commercial insurance policies to Red Hook Construction Group-II, LLC (“Red Hook”). The Bank’s position is that both CRC and Transportation Underwriters represented to the Bank that, upon cancellation of the insurance policies prior to their stated terms, any unearned premiums would be refunded. The Bank then provided insurance premium financing to Red Hook, and Red Hook executed a written premium finance agreement pursuant to which Red Hook assigned its rights to any unearned premiums to the Bank. After the policies were cancelled, the Aegis defendants failed to return the unearned insurance premiums totaling just over $1.6 million owed to the Bank under the insurance policies and the premium finance agreement. The Bank is seeking recovery of all amounts to which it is entitled at law or equity and intends to vigorously pursue its claims against the defendants.
The Bank was served on December 24, 2018, with a lawsuit captioned The Ohio Valley Bank Company v. MetaBank dba Refund Advantage, Case No. 18 CV 134 in the Court of Common Pleas, Gallia County, Ohio. This action alleges that MetaBank breached a contract with The Ohio Valley Bank Company by terminating the contract before the term expired, resulting in over $3.0 million in damages. This matter was settled between the parties upon terms agreeable to the Bank, and has been dismissed.
From time to time, the Company or its subsidiaries are subject to certain legal proceedings and claims in the ordinary course of business. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While management currently believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company’s financial position or its results of operations, legal proceedings are inherently uncertain and unfavorable resolution of some or all of these matters could, individually or in the aggregate, have a material adverse effect on the Company’s and its subsidiaries’ respective businesses, financial condition or results of operations.
NOTE 16. REVENUE FROM CONTRACTS WITH CUSTOMERS
Topic 606 applies to all contracts with customers unless such revenue is specifically addressed under existing guidance. The table below presents the Company’s revenue by operating segment. For additional descriptions of the Company’s operating segments, including additional financial information and the underlying management accounting process, see Note 17. Segment Reporting to the Condensed Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Consumer
|
|
|
|
Commercial
|
|
|
|
Corporate Services/Other
|
|
|
|
Consolidated Company
|
|
|
|
Three Months Ended June 30,
|
2020
|
2019
|
|
|
2020
|
2019
|
|
|
2020
|
2019
|
|
|
2020
|
2019
|
|
|
Net interest income(1)
|
$
|
29,507
|
|
$
|
22,981
|
|
|
|
$
|
36,104
|
|
$
|
39,688
|
|
|
|
$
|
(3,474)
|
|
$
|
4,299
|
|
|
|
$
|
62,137
|
|
$
|
66,968
|
|
|
|
Noninterest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Refund transfer product fees
|
4,595
|
|
6,697
|
|
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
|
4,595
|
|
6,697
|
|
|
|
Tax advance product fees(1)
|
28
|
|
34
|
|
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
|
28
|
|
34
|
|
|
|
Payment card and deposit fees
|
21,302
|
|
21,377
|
|
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
|
21,302
|
|
21,377
|
|
|
|
Other bank and deposit fees
|
—
|
|
—
|
|
|
|
213
|
|
296
|
|
|
|
1
|
|
199
|
|
|
|
214
|
|
495
|
|
|
|
Rental income(1)
|
5
|
|
5
|
|
|
|
11,226
|
|
9,091
|
|
|
|
—
|
|
290
|
|
|
|
11,231
|
|
9,386
|
|
|
|
Gain on sale of securities available-for-sale, net(1)
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
|
—
|
|
440
|
|
|
|
—
|
|
440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of other(1)
|
—
|
|
115
|
|
|
|
1,214
|
|
2,498
|
|
|
|
—
|
|
7
|
|
|
|
1,214
|
|
2,620
|
|
|
|
Other income(1)
|
324
|
|
344
|
|
|
|
1,267
|
|
934
|
|
|
|
873
|
|
1,463
|
|
|
|
2,464
|
|
2,741
|
|
|
|
Total noninterest income
|
26,254
|
|
28,572
|
|
|
|
13,920
|
|
12,819
|
|
|
|
874
|
|
2,399
|
|
|
|
41,048
|
|
43,790
|
|
|
|
Revenue
|
$
|
55,761
|
|
$
|
51,553
|
|
|
|
$
|
50,024
|
|
$
|
52,507
|
|
|
|
$
|
(2,600)
|
|
$
|
6,698
|
|
|
|
$
|
103,185
|
|
$
|
110,758
|
|
|
(1) These revenues are not within the scope of Topic 606. Additional details are included in other footnotes to the accompanying financial statements. The scope of Topic 606 explicitly excludes net interest income as well as many other revenues for financial assets and liabilities, including loans, leases, and securities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Consumer
|
|
|
|
Commercial
|
|
|
|
Corporate Services/Other
|
|
|
|
Consolidated Company
|
|
|
|
Nine Months Ended June 30,
|
2020
|
2019
|
|
|
2020
|
2019
|
|
|
2020
|
2019
|
|
|
2020
|
2019
|
|
|
Net interest income(1)
|
$
|
69,684
|
|
$
|
56,484
|
|
|
|
$
|
112,866
|
|
$
|
113,604
|
|
|
|
$
|
11,975
|
|
$
|
28,502
|
|
|
|
$
|
194,525
|
|
$
|
198,590
|
|
|
|
Noninterest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Refund transfer product fees
|
33,726
|
|
38,559
|
|
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
|
33,726
|
|
38,559
|
|
|
|
Tax advance product fees(1)
|
31,840
|
|
34,757
|
|
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
|
31,840
|
|
34,757
|
|
|
|
Payment card and deposit fees
|
65,957
|
|
66,855
|
|
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
|
65,957
|
|
66,855
|
|
|
|
Other bank and deposit fees
|
—
|
|
—
|
|
|
|
759
|
|
872
|
|
|
|
324
|
|
577
|
|
|
|
1,083
|
|
1,449
|
|
|
|
Rental income(1)
|
14
|
|
5
|
|
|
|
33,354
|
|
29,871
|
|
|
|
1,314
|
|
291
|
|
|
|
34,682
|
|
30,167
|
|
|
|
Gain on sale of securities available-for-sale, net(1)
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
|
—
|
|
649
|
|
|
|
—
|
|
649
|
|
|
|
Gain on divestitures(1)
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
|
19,275
|
|
—
|
|
|
|
19,275
|
|
—
|
|
|
|
(Loss) gain on sale of other(1)
|
(19)
|
|
173
|
|
|
|
6,131
|
|
5,874
|
|
|
|
(5,143)
|
|
70
|
|
|
|
969
|
|
6,117
|
|
|
|
Other income(1)
|
2,709
|
|
871
|
|
|
|
4,178
|
|
3,789
|
|
|
|
4,625
|
|
3,352
|
|
|
|
11,512
|
|
8,012
|
|
|
|
Total noninterest income
|
134,227
|
|
141,220
|
|
|
|
44,422
|
|
40,406
|
|
|
|
20,395
|
|
4,939
|
|
|
|
199,044
|
|
186,565
|
|
|
|
Revenue
|
$
|
203,911
|
|
$
|
197,704
|
|
|
|
$
|
157,288
|
|
$
|
154,010
|
|
|
|
$
|
32,370
|
|
$
|
33,441
|
|
|
|
$
|
393,569
|
|
$
|
385,155
|
|
|
(1) These revenues are not within the scope of Topic 606. Additional details are included in other footnotes to the accompanying financial statements. The scope of Topic 606 explicitly excludes net interest income as well as many other revenues for financial assets and liabilities, including loans, leases, and securities.
Following is a discussion of key revenues within the scope of Topic 606. The Company provides services to customers that have related performance obligations that must be completed to recognize revenue. Revenues are generally recognized immediately upon the completion of the service or over time as services are performed. Any services performed over time generally require that the Company renders services each period; therefore, the Company measures progress in completing these services based upon the passage of time. Revenue from contracts with customers did not generate significant contract assets and liabilities.
Refund Transfer Product Fees
Refund transfer fees are specific to the tax products offered by Refund Advantage and EPS. These fees are for products, services such as payment processing, and product referral commissions. Software partner fees paid and/or incurred are recorded on a net basis. The Company’s obligation for product fees and commissions is satisfied at the time of the product delivery and obligation for payment processing is satisfied at the time of processing. The transaction price for such activity is based upon stand-alone fees within the terms and conditions. At June 30, 2020 and September 30, 2019, there were no receivables related to refund transfer fees, which reflect earned revenue with unconditional rights to payment for product fee income. All refund transfer fees are recorded within the Consumer reporting segment.
Card Fees
Card fees relate to MPS, Community Bank, Refund Advantage and EPS products. These fees are for products and services such as card activation, product support, processing, and servicing. The Company earns these fees based upon the underlying terms and conditions with each cardholder over the contract term. Agreements with the Company’s cardholders are considered daily service contracts as they are not fixed in duration. The Company’s obligation for card activation and product support fees is satisfied at the time of product delivery, while the obligation for processing and servicing is satisfied over the course of each month. The transaction price for such activity is based upon the stand-alone fees within the terms and conditions of the cardholder agreements. Card fee revenue also includes income from sponsorships, associations and networks, and interchange income. Sponsorship income relates to fees charged to the Company’s ATM sponsorship partners, where the obligation is satisfied over the course of each month. Association and network income reflect incentives, performance bonuses and rebates with MasterCard and Visa. The obligation for such income is satisfied at the time when certain thresholds of transaction volume have been met. Interchange income is generated by cardholder activity, and therefore the Company’s obligations are satisfied as activity occurs. The transaction price for such activity is based on underlying rates and activity thresholds within the terms and conditions of the applicable agreements. Card fee revenue also includes breakage revenue. Breakage represents the estimated amount that will not be redeemed by the holder of unregistered, unused prepaid cards for goods or services. Breakage revenue is recognized ratably over the expected customer usage period and is an estimate based on cardholder behavior and breakage rates. Breakage is also impacted by escheatment laws. Card fees are recorded within both the Consumer and Commercial reporting segments, the substantial majority of which is derived from the Company's payments divisions and reported in payments card and deposit fees. Card fees related to the Community Bank are reported within other bank and deposit fees.
Bank and Deposit Fees
Fees are earned on depository accounts for consumer and commercial customers and include fees for account services, overdraft services, safety deposit box rentals, and event-driven services (i.e. returned checks, ATM surcharge, card replacement, wire transfers, and stop pays). The Company’s obligation for event-driven services is satisfied at the time of the event when the service is delivered, while its obligation for account services is satisfied over the course of each month. The Company’s obligation for overdraft services is satisfied at the time of overdraft. The transaction price for such activity is based upon stand-alone fees within the terms and conditions of the deposit agreements. Bank and deposit fees are recorded within both the Consumer and Commercial reporting segments, the majority of which are derived from the Company's payments divisions. Bank and deposit fees related to the Community Bank are reported within other bank and deposit fees.
Principal vs Agent
The Consumer reporting segment includes principal/agent relationships. Within this segment, MPS relationships are recorded on a gross basis within the Consolidated Statements of Operations, as Meta is the principal in the contract, with the exception of association/network contracts and partner/processor contracts for prepaid cards, which are recorded on a net basis within the Consolidated Statements of Operations as Meta is the agent in these contracts. Also within this segment, Tax Service relationships are recorded on a gross basis within the Consolidated Statements of Operations, as Meta is the principal in the contract, with the exception of contracts with software providers and merchants, which are recorded on a net basis within the Consolidated Statements of Operations as Meta is the agent in these contracts.
NOTE 17. SEGMENT REPORTING
An operating segment is generally defined as a component of a business for which discrete financial information is available and whose results are reviewed by the chief operating decision-maker. Operating segments are aggregated into reportable segments if certain criteria are met.
In the Annual Report on Form 10-K for the fiscal year ended September 30, 2019, the Company reported its results of operations through three business segments: Payments, Banking, and Corporate Services/Other. Beginning October 1, 2019, segments are now aligned with the new management operating structure implemented by the Company for fiscal year 2020. The Company accordingly has changed its basis of presentation for segments, and following such change, reports its results of operations through the following three business segments: Consumer, Commercial, and Corporate Services/Other. The Meta Payment Systems and Tax Services divisions, formerly reported in the Payments segment, are now included in the Consumer segment. The Warehouse Finance, Consumer Credit Products and ClearBalance business lines, previously reported in the Banking segment, are now included in the Consumer segment. The Crestmark and AFS divisions, formerly reported in the Banking segment, are now included in the Commercial segment. The Community Bank division and Student Loan lending portfolio, previously reported in the Banking segment, are now included in the Corporate Services/Other segment. The Corporate Services/Other segment also includes certain shared services as well as treasury related functions such as the investment portfolio, wholesale deposits and borrowings. Prior periods have been reclassified to conform to the current period presentation. The Company does not report indirect general and administrative expenses in the Consumer and Commercial segments.
The following tables present segment data for the Company for the three and nine months ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Consumer
|
|
Commercial
|
|
Corporate
Services/Other
|
|
Total
|
|
Three Months Ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
$
|
29,507
|
|
|
$
|
36,104
|
|
|
$
|
(3,474)
|
|
|
$
|
62,137
|
|
|
Provision for loan and lease losses
|
(267)
|
|
|
7,946
|
|
|
7,414
|
|
|
15,093
|
|
|
Noninterest income
|
26,254
|
|
|
13,920
|
|
|
874
|
|
|
41,048
|
|
|
Noninterest expense
|
15,249
|
|
|
26,729
|
|
|
29,263
|
|
|
71,241
|
|
|
Income (loss) before income tax expense (benefit)
|
40,779
|
|
|
15,349
|
|
|
(39,277)
|
|
|
16,851
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
650,814
|
|
|
2,690,719
|
|
|
5,437,493
|
|
|
8,779,026
|
|
|
Total goodwill
|
87,145
|
|
|
222,360
|
|
|
—
|
|
|
309,505
|
|
|
Total deposits
|
6,767,516
|
|
|
9,243
|
|
|
813,566
|
|
|
7,590,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Consumer
|
|
Commercial
|
|
Corporate
Services/Other
|
|
Total
|
|
Nine Months Ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
$
|
69,684
|
|
|
$
|
112,866
|
|
|
$
|
11,975
|
|
|
$
|
194,525
|
|
|
Provision for loan and lease losses
|
20,348
|
|
|
23,641
|
|
|
11,807
|
|
|
55,796
|
|
|
Noninterest income
|
134,227
|
|
|
44,422
|
|
|
20,395
|
|
|
199,044
|
|
|
Noninterest expense
|
62,567
|
|
|
80,815
|
|
|
95,386
|
|
|
238,768
|
|
|
Income (loss) before income tax expense (benefit)
|
120,996
|
|
|
52,832
|
|
|
(74,823)
|
|
|
99,005
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
650,814
|
|
|
2,690,719
|
|
|
5,437,493
|
|
|
8,779,026
|
|
|
Total goodwill
|
87,145
|
|
|
222,360
|
|
|
—
|
|
|
309,505
|
|
|
Total deposits
|
6,767,516
|
|
|
9,243
|
|
|
813,566
|
|
|
7,590,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Consumer
|
|
Commercial
|
|
Corporate
Services/Other
|
|
Total
|
|
Three Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
$
|
22,981
|
|
|
$
|
39,688
|
|
|
$
|
4,299
|
|
|
$
|
66,968
|
|
|
Provision for loan and lease losses
|
1,121
|
|
|
6,501
|
|
|
1,490
|
|
|
9,112
|
|
|
Noninterest income
|
28,572
|
|
|
12,819
|
|
|
2,399
|
|
|
43,790
|
|
|
Noninterest expense
|
14,730
|
|
|
28,564
|
|
|
29,174
|
|
|
72,468
|
|
|
Income (loss) before income tax expense (benefit)
|
35,702
|
|
|
17,442
|
|
|
(23,966)
|
|
|
29,178
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
663,579
|
|
|
2,320,589
|
|
|
3,116,904
|
|
|
6,101,072
|
|
|
Total goodwill
|
87,145
|
|
|
220,796
|
|
|
—
|
|
|
307,941
|
|
|
Total deposits
|
2,811,582
|
|
|
5,988
|
|
|
1,957,644
|
|
|
4,775,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Consumer
|
|
Commercial
|
|
Corporate
Services/Other
|
|
Total
|
|
Nine Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
$
|
56,484
|
|
|
$
|
113,604
|
|
|
$
|
28,502
|
|
|
$
|
198,590
|
|
|
Provision for loan losses
|
25,739
|
|
|
17,441
|
|
|
8,349
|
|
|
51,529
|
|
|
Noninterest income
|
141,220
|
|
|
40,406
|
|
|
4,939
|
|
|
186,565
|
|
|
Noninterest expense
|
62,834
|
|
|
95,567
|
|
|
98,615
|
|
|
257,016
|
|
|
Income (loss) before income tax expense (benefit)
|
109,131
|
|
|
41,002
|
|
|
(73,523)
|
|
|
76,610
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
663,579
|
|
|
2,320,589
|
|
|
3,116,904
|
|
|
6,101,072
|
|
|
Total goodwill
|
87,145
|
|
|
220,796
|
|
|
—
|
|
|
307,941
|
|
|
Total deposits
|
2,811,582
|
|
|
5,988
|
|
|
1,957,644
|
|
|
4,775,214
|
|
NOTE 18. FAIR VALUES OF FINANCIAL INSTRUMENTS
Accounting Standards Codification ("ASC") 820, Fair Value Measurements defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system and requires disclosures about fair value measurement. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts.
The fair value hierarchy is as follows:
Level 1 Inputs - Valuation is based upon quoted prices for identical instruments traded in active markets that the Company has the ability to access at measurement date.
Level 2 Inputs - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which significant assumptions are observable in the market.
Level 3 Inputs - Valuation is generated from model-based techniques that use significant assumptions not observable in the market and are used only to the extent that observable inputs are not available. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
There were no transfers between levels of the fair value hierarchy at June 30, 2020 or September 30, 2019.
Debt Securities Available for Sale and Held to Maturity. Debt securities available for sale are recorded at fair value on a recurring basis and debt securities held to maturity are carried at amortized cost.
The fair values of debt securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs), or valuation based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which significant assumptions are observable in the market (Level 2 inputs). The Company considers these valuations supplied by a third-party provider, which utilizes several sources for valuing fixed-income securities. These sources include Interactive Data Corporation, Reuters, Standard and Poor’s, Bloomberg Financial Markets, Street Software Technology and the third-party provider’s own matrix and desk pricing. The Company, no less than annually, reviews the third-party provider’s methods and source’s methodology for reasonableness and to ensure an understanding of inputs utilized in determining fair value. Sources utilized by the third-party provider include but are not limited to pricing models that vary based on asset class and include available trade, bid, and other market information. This methodology includes but is not limited to broker quotes, proprietary models, descriptive terms and conditions databases, as well as extensive quality control programs. Monthly, the Company receives and compares prices provided by multiple securities dealers and pricing providers to validate the accuracy and reasonableness of prices received from the third-party provider; and our Investment Committee reviews mark-to-market changes in the securities portfolio for reasonableness.
Equity Securities. Marketable equity securities and certain non-marketable equity securities are recorded at fair value on a recurring basis. The fair values of marketable equity securities are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs).
The following tables summarize the fair values of debt securities available for sale and equity securities as they are measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value At June 30, 2020
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Debt securities AFS
|
|
|
|
|
|
|
|
|
SBA securities
|
$
|
170,267
|
|
|
$
|
—
|
|
|
$
|
170,267
|
|
|
$
|
—
|
|
|
Obligations of states and political subdivisions
|
843
|
|
|
—
|
|
|
843
|
|
|
—
|
|
|
Non-bank qualified obligations of states and political subdivisions
|
331,324
|
|
|
—
|
|
|
331,324
|
|
|
—
|
|
|
Asset-backed securities
|
323,145
|
|
|
—
|
|
|
323,145
|
|
|
—
|
|
|
Mortgage-backed securities
|
338,250
|
|
|
—
|
|
|
338,250
|
|
|
—
|
|
|
Total debt securities AFS
|
$
|
1,163,829
|
|
|
$
|
—
|
|
|
$
|
1,163,829
|
|
|
$
|
—
|
|
|
Common equities and mutual funds(1)
|
$
|
3,012
|
|
|
$
|
3,012
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Non-marketable equity securities(2)
|
$
|
2,741
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1) Equity securities at fair value are included within other assets on the consolidated statement of financial condition at June 30, 2020 and September 30, 2019.
(2) Consists of certain non-marketable equity securities that are measured at fair value using net asset value ("NAV") per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value At September 30, 2019
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Debt securities AFS
|
|
|
|
|
|
|
|
|
SBA securities
|
$
|
185,982
|
|
|
$
|
—
|
|
|
$
|
185,982
|
|
|
$
|
—
|
|
|
Obligations of states and political subdivisions
|
874
|
|
|
—
|
|
|
874
|
|
|
—
|
|
|
Non-bank qualified obligations of states and political subdivisions
|
400,557
|
|
|
—
|
|
|
400,557
|
|
|
—
|
|
|
Asset-backed securities
|
302,534
|
|
|
—
|
|
|
302,534
|
|
|
—
|
|
|
Mortgage-backed securities
|
382,546
|
|
|
—
|
|
|
382,546
|
|
|
—
|
|
|
Total debt securities AFS
|
$
|
1,272,493
|
|
|
$
|
—
|
|
|
$
|
1,272,493
|
|
|
$
|
—
|
|
|
Common equities and mutual funds(1)
|
$
|
2,606
|
|
|
$
|
2,606
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Non-marketable equity securities(2)
|
$
|
1,669
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1) Equity securities at fair value are included within other assets on the consolidated statement of financial condition at June 30, 2020 and September 30, 2019.
(2) Consists of certain non-marketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy.
Foreclosed Real Estate and Repossessed Assets. Real estate properties and repossessed assets are initially recorded at the fair value less selling costs at the date of foreclosure, establishing a new cost basis. The carrying amount represents the lower of the new cost basis or the fair value less selling costs of foreclosed assets that were measured at fair value subsequent to their initial classification as foreclosed assets.
Loans and Leases. The Company does not record loans and leases at fair value on a recurring basis. However, if a loan or lease is considered impaired, an allowance for loan and lease losses is established. Once a loan or lease is identified as individually impaired, management measures impairment in accordance with ASC 310, Receivables. See Note 5. Loans and Leases, Net for further information.
The following table summarizes the assets of the Company that are measured at fair value in the Condensed Consolidated Statements of Financial Condition on a non-recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value At June 30, 2020
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Impaired loans and leases, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial finance
|
$
|
14,493
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total National Lending
|
14,493
|
|
|
—
|
|
|
—
|
|
|
14,493
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate and operating
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
Total Community Banking
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
Total impaired loans and leases, net
|
14,513
|
|
|
—
|
|
|
—
|
|
|
14,513
|
|
|
Foreclosed assets, net
|
6,784
|
|
|
—
|
|
|
—
|
|
|
6,784
|
|
|
Total
|
$
|
21,297
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value At September 30, 2019
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Impaired loans and leases, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial finance
|
$
|
8,707
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total National Lending
|
8,707
|
|
|
—
|
|
|
—
|
|
|
8,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impaired loans and leases, net
|
8,707
|
|
|
—
|
|
|
—
|
|
|
8,707
|
|
|
Foreclosed assets, net
|
29,494
|
|
|
—
|
|
|
—
|
|
|
29,494
|
|
|
Total
|
$
|
38,201
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quantitative Information About Level 3 Fair Value Measurements
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Fair Value at
June 30, 2020
|
|
Fair Value at
September 30, 2019
|
|
Valuation
Technique
|
|
Unobservable Input
|
|
Range of Inputs
|
|
Impaired loans and leases, net
|
$
|
14,513
|
|
|
8,707
|
|
|
Market approach
|
|
Appraised values(1)
|
|
4% - 10%
|
|
Foreclosed assets, net
|
$
|
6,784
|
|
|
29,494
|
|
|
Market approach
|
|
Appraised values(1)
|
|
4% - 30%
|
(1) The Company generally relies on external appraisers to develop this information. Management reduced the appraised value by estimating selling costs and other inputs in a range of 4% to 30%.
The following tables disclose the Company’s estimated fair value amounts of its financial instruments at the dates set forth below. It is management’s belief that the fair values presented below are reasonable based on the valuation techniques and data available to the Company at June 30, 2020 and September 30, 2019, as more fully described below. The operations of the Company are managed from a going concern basis and not a liquidation basis. As a result, the ultimate value realized for the financial instruments presented could be substantially different when actually recognized over time through the normal course of operations. Additionally, a substantial portion of the Company’s inherent value is the Bank’s capitalization and franchise value. Neither of these components have been given consideration in the presentation of fair values below.
The following tables present the carrying amount and estimated fair value of the financial instruments held by the Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
3,108,141
|
|
|
$
|
3,108,141
|
|
|
$
|
3,108,141
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Debt securities available for sale
|
1,163,829
|
|
|
1,163,829
|
|
|
—
|
|
|
1,163,829
|
|
|
—
|
|
|
Debt securities held to maturity
|
104,587
|
|
|
103,832
|
|
|
—
|
|
|
103,832
|
|
|
—
|
|
|
Common equities and mutual funds(1)
|
3,012
|
|
|
3,012
|
|
|
3,012
|
|
|
—
|
|
|
—
|
|
|
Non-marketable equity securities(1)(2)
|
13,741
|
|
|
13,741
|
|
|
—
|
|
|
11,000
|
|
|
—
|
|
|
Loans held for sale
|
79,905
|
|
|
79,905
|
|
|
—
|
|
|
79,905
|
|
|
—
|
|
|
Loans and leases receivable
|
3,496,709
|
|
|
3,488,875
|
|
|
—
|
|
|
—
|
|
|
3,488,875
|
|
|
Federal Reserve Bank and Federal Home Loan Bank stocks
|
31,836
|
|
|
31,836
|
|
|
—
|
|
|
31,836
|
|
|
—
|
|
|
Accrued interest receivable
|
17,545
|
|
|
17,545
|
|
|
17,545
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
7,590,325
|
|
|
7,592,382
|
|
|
7,037,218
|
|
|
555,164
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank advances
|
110,000
|
|
|
111,877
|
|
|
—
|
|
|
111,877
|
|
|
—
|
|
|
Other short- and long-term borrowings
|
99,781
|
|
|
100,342
|
|
|
—
|
|
|
100,342
|
|
|
—
|
|
|
Accrued interest payable
|
4,332
|
|
|
4,332
|
|
|
4,332
|
|
|
—
|
|
|
—
|
|
(1) Equity securities at fair value are included within other assets on the consolidated statement of financial condition at June 30, 2020 and September 30, 2019.
(2) Includes certain non-marketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
126,545
|
|
|
$
|
126,545
|
|
|
$
|
126,545
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Debt securities available for sale
|
1,272,493
|
|
|
1,272,493
|
|
|
—
|
|
|
1,272,493
|
|
|
—
|
|
|
Debt securities held to maturity
|
134,764
|
|
|
133,470
|
|
|
—
|
|
|
133,470
|
|
|
—
|
|
|
Common equities and mutual funds(1)
|
2,606
|
|
|
2,606
|
|
|
2,606
|
|
|
—
|
|
|
—
|
|
|
Non-marketable equity securities(1)(2)
|
8,169
|
|
|
8,169
|
|
|
—
|
|
|
6,500
|
|
|
—
|
|
|
Loans held for sale
|
148,777
|
|
|
148,777
|
|
|
—
|
|
|
148,777
|
|
|
—
|
|
|
Loans and leases receivable
|
3,651,413
|
|
|
3,622,597
|
|
|
—
|
|
|
—
|
|
|
3,622,597
|
|
|
Federal Home Loan Bank stock
|
30,916
|
|
|
30,916
|
|
|
—
|
|
|
30,916
|
|
|
—
|
|
|
Accrued interest receivable
|
20,400
|
|
|
20,400
|
|
|
20,400
|
|
|
—
|
|
|
—
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
4,337,005
|
|
|
4,338,510
|
|
|
2,920,516
|
|
|
1,417,994
|
|
|
—
|
|
|
Overnight federal funds purchased
|
642,000
|
|
|
642,000
|
|
|
642,000
|
|
|
—
|
|
|
—
|
|
|
Federal Home Loan Bank advances
|
110,000
|
|
|
110,691
|
|
|
—
|
|
|
110,691
|
|
|
—
|
|
|
Other short- and long-term borrowings
|
109,857
|
|
|
113,876
|
|
|
—
|
|
|
113,876
|
|
|
—
|
|
|
Accrued interest payable
|
9,414
|
|
|
9,414
|
|
|
9,414
|
|
|
—
|
|
|
—
|
|
(1) Equity securities at fair value are included within other assets on the consolidated statement of financial condition at June 30, 2020 and September 30, 2019.
(2) Includes certain non-marketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy.
The following sets forth the methods and assumptions used in determining the fair value estimates for the Company’s financial instruments at June 30, 2020 and September 30, 2019.
CASH AND CASH EQUIVALENTS
The carrying amount of cash and short-term investments is assumed to approximate the fair value.
DEBT SECURITIES AVAILABLE FOR SALE AND EQUITY SECURITIES
Debt securities available for sale and equity securities are recorded at fair value on a recurring basis. Fair values for these investment securities are based on obtaining quoted prices on nationally recognized securities exchanges, or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities. Non-marketable equity securities are measured at fair value using NAV per share (or its equivalent) as a practical expedient.
LOANS HELD FOR SALE
The carrying amount of loans held for sale is assumed to approximate the fair value.
LOANS AND LEASES, NET
The fair values of loans and leases were estimated using an exit price methodology. The exit price estimation of fair value is based on the present value of expected cash flows, which are based on the contractual terms of the loans, adjusted for prepayments and a discount rate based on the relative risk of the cash flows. Other considerations include the loan type, remaining life of the loan and credit risk.
FEDERAL RESERVE BANK AND FEDERAL HOME LOAN BANK STOCKS
The fair value of FRB and FHLB stock is assumed to approximate book value since the Company is only able to redeem this stock at par value.
ACCRUED INTEREST RECEIVABLE
The carrying amount of accrued interest receivable is assumed to approximate the fair value.
DEPOSITS
The carrying values of noninterest-bearing checking deposits, interest-bearing checking deposits, savings, money markets, and wholesale non-maturing deposits are assumed to approximate fair value since deposits are immediately withdrawable without penalty. The fair value of time certificate deposits and wholesale certificate of deposits are estimated using a discounted cash flows calculation that applies the FHLB Des Moines curve to aggregated expected maturities of time deposits. In accordance with Subtopic 825-10, Financial Instruments, no value has been assigned to the Company’s long-term relationships with its deposit customers (core value of deposits intangible) as such intangibles are not financial instruments as defined under Subtopic 825-10.
OVERNIGHT FEDERAL FUNDS PURCHASED
The carrying amount of federal funds purchased is assumed to approximate the fair value.
FEDERAL HOME LOAN BANK ADVANCES
The fair value of such advances was estimated by discounting the expected future cash flows using current interest rates for advances with similar terms and remaining maturities.
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE, SUBORDINATED DEBENTURES AND OTHER BORROWINGS
The fair value of these instruments was estimated by discounting the expected future cash flows using derived interest rates approximating market over the contractual maturity of such borrowings.
ACCRUED INTEREST PAYABLE
The carrying amount of accrued interest payable is assumed to approximate the fair value.
LIMITATIONS
Fair value estimates are made at a specific point in time and are based on relevant market information about the financial instrument. Additionally, fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business, customer relationships and the value of assets and liabilities that are not considered financial instruments. These estimates do not reflect any premium or discount that could result from offering the Company’s entire holdings of a particular financial instrument for sale at one time. Furthermore, since no market exists for certain of the Company’s financial instruments, fair value estimates may be based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with a high level of precision. Changes in assumptions as well as tax considerations could significantly affect the estimates. Accordingly, based on the limitations described above, the aggregate fair value estimates are not intended to represent the underlying value of the Company, on either a going concern or a liquidation basis.
NOTE 19. SUBSEQUENT EVENTS
Management has evaluated subsequent events that occurred after June 30, 2020. During this period, up to the filing date of this Quarterly Report on Form 10-Q, management identified the following subsequent events:
•On August 5, 2020, MetaBank, N.A., a wholly-owned subsidiary of the Company (“MetaBank”) entered into a three-year program management agreement (the “PMA”) with Emerald Financial Services, LLC (“EFS”), a wholly owned indirect subsidiary of H&R Block, Inc. (“H&R Block”), pursuant to which MetaBank will serve as a facilitator for H&R Block’s suite of financial services products, which include: Emerald Prepaid MasterCard®, Refund Transfers, Refund Advances, Emerald Advance® lines of credit, and other products through H&R Block’s distribution channels. EFS has the right to terminate the PMA under certain circumstances, including if the Bank should lose its exemption from certain provisions of the Dodd-Frank Act known as the “Durbin Amendment.” Based on current projections (or forecasts) MetaBank does not anticipate losing its Durbin Amendment exemption during the initial term of the PMA. Upon termination of the PMA or any of the related product schedules, EFS has the right to purchase or arrange the purchase of all of the affected accounts related to its ongoing product offerings.
•On August 4, 2020, the Company sold an additional $58.6 million of the retained Community Bank portfolio to Central Bank. The sale did not result in any material gain to the Company. The loans included in the sale were classified as held for sale for the quarter ended June 30, 2020.
•As a result of interagency guidance issued on March 22, 2020 encouraging companies to work with customers impacted by COVID-19, the Company has granted deferral of payments or has made other COVID-19 related modifications. As of July 31, 2020, loans and leases totaling $175.8 million were still in their deferment period and $33.9 million of other COVID-19 related modifications were still active.