Notes to Condensed Consolidated Financial Statements – Unaudited
(Table amounts in thousands except share and per share data)
Note 1: Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information or footnotes necessary for a complete presentation of financial condition, results of operations, changes in shareholders’ equity, or cash flows in accordance with GAAP. In our opinion, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation have been included. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results expected for the year ending December 31, 2022 or any other period. The September 30, 2022 condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the First Internet Bancorp Annual Report on Form 10-K for the year ended December 31, 2021.
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, or assumptions that could have a material effect on the carrying value of certain assets and liabilities. These estimates, judgments, and assumptions affect the amounts reported in the condensed consolidated financial statements and the disclosures provided. The determination of the allowance for loan losses, valuations and impairments of investment securities, valuation of the servicing asset and the accounting for income tax expense are highly dependent upon management’s estimates, judgments, and assumptions, and changes in any of these could have a significant impact on the condensed consolidated financial statements.
The condensed consolidated financial statements include the accounts of First Internet Bancorp (the “Company”), its wholly owned subsidiary, First Internet Bank of Indiana (the “Bank”), and the Bank’s three wholly owned subsidiaries, First Internet Public Finance Corp., JKH Realty Services, LLC and SPF15, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.
The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations, and cash flows of the Company.
Certain reclassifications have been made to the 2021 financial statements to conform to the presentation of the 2022 financial statements. These reclassifications had no effect on net income.
Note 2: Earnings Per Share
Earnings per share of common stock are based on the weighted-average number of basic shares and dilutive shares outstanding during the period.
The following is a reconciliation of the weighted-average common shares for the basic and diluted earnings per share computations for the three and nine months ended September 30, 2022 and 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(dollars in thousands, except per share data) | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
Basic earnings per share | | | | | | | | |
Net income | | $ | 8,436 | | | $ | 12,090 | | | $ | 29,190 | | | $ | 35,636 | |
Weighted-average common shares | | 9,458,259 | | | 9,936,237 | | | 9,615,039 | | | 9,922,877 | |
Basic earnings per common share | | $ | 0.89 | | | $ | 1.22 | | | $ | 3.04 | | | $ | 3.59 | |
Diluted earnings per share | | | | | | | | |
Net income | | $ | 8,436 | | | $ | 12,090 | | | $ | 29,190 | | | $ | 35,636 | |
Weighted-average common shares | | 9,458,259 | | | 9,936,237 | | | 9,615,039 | | | 9,922,877 | |
| | | | | | | | |
Dilutive effect of equity compensation | | 67,596 | | | 51,865 | | | 66,703 | | | 51,194 | |
Weighted-average common and incremental shares | | 9,525,855 | | | 9,988,102 | | | 9,681,742 | | | 9,974,071 | |
Diluted earnings per common share (1) | | $ | 0.89 | | | $ | 1.21 | | | $ | 3.01 | | | $ | 3.57 | |
| | | | | | | | |
(1) Potential dilutive common shares are excluded from the computation of diluted EPS in the periods where the effect would be antidilutive. Excluded from the computation of diluted EPS were weighted-average antidilutive shares totaling 426 and 1,616 for the three and nine months ended September 30, 2022, respectively. There were 0 and 28 weighted-average antidilutive shares for the three and nine months ended September 30, 2021, respectively.
Note 3: Securities
The following tables summarize securities available-for-sale and securities held-to-maturity as of September 30, 2022 and December 31, 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2022 |
| | Amortized | | Gross Unrealized | | Fair |
(in thousands) | | Cost | | Gains | | Losses | | Value |
Securities available-for-sale | | | | | | | | |
U.S. Government-sponsored agencies | | $ | 38,197 | | | $ | — | | | $ | (1,868) | | | $ | 36,329 | |
Municipal securities | | 71,156 | | | 181 | | | (7,800) | | | 63,537 | |
Agency mortgage-backed securities - residential | | 259,568 | | | — | | | (40,377) | | | 219,191 | |
Agency mortgage-backed securities - commercial | | 17,825 | | | — | | | (1,303) | | | 16,522 | |
Private label mortgage-backed securities - residential | | 12,320 | | | — | | | (1,279) | | | 11,041 | |
Asset-backed securities | | 5,000 | | | — | | | (116) | | | 4,884 | |
Corporate securities | | 44,644 | | | 25 | | | (2,608) | | | 42,061 | |
| | | | | | | | |
Total available-for-sale | | $ | 448,710 | | | $ | 206 | | | $ | (55,351) | | | $ | 393,565 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2022 |
| | Amortized | | Gross Unrealized | | Fair |
(in thousands) | | Cost | | Gains | | Losses | | Value |
Securities held-to-maturity | | | | | | | | |
Municipal securities | | $ | 13,957 | | | $ | — | | | $ | (1,289) | | | $ | 12,668 | |
Mortgage-backed securities - residential | | 123,718 | | | — | | | (16,148) | | | 107,570 | |
Mortgage-backed securities - commercial | | 5,828 | | | — | | | (1,142) | | | 4,686 | |
Corporate securities | | 47,554 | | | 9 | | | (2,510) | | | 45,053 | |
Total held-to-maturity | | $ | 191,057 | | | $ | 9 | | | $ | (21,089) | | | $ | 169,977 | |
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| | December 31, 2021 |
| | Amortized | | Gross Unrealized | | Fair |
(in thousands) | | Cost | | Gains | | Losses | | Value |
Securities available-for-sale | | | | | | | | |
U.S. Government-sponsored agencies | | $ | 50,013 | | | $ | 164 | | | $ | (1,137) | | | $ | 49,040 | |
Municipal securities | | 75,158 | | | 1,940 | | | (65) | | | 77,033 | |
Agency mortgage-backed securities - residential | | 377,928 | | | 960 | | | (5,652) | | | 373,236 | |
Agency mortgage-backed securities - commercial | | 36,024 | | | 441 | | | (139) | | | 36,326 | |
Private label mortgage-backed securities - residential | | 15,902 | | | 122 | | | (3) | | | 16,021 | |
Asset-backed securities | | 5,000 | | | 4 | | | — | | | 5,004 | |
Corporate securities | | 46,482 | | | 597 | | | (695) | | | 46,384 | |
| | | | | | | | |
Total available-for-sale | | $ | 606,507 | | | $ | 4,228 | | | $ | (7,691) | | | $ | 603,044 | |
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| | December 31, 2021 |
| | Amortized | | Gross Unrealized | | Fair |
(in thousands) | | Cost | | Gains | | Losses | | Value |
Securities held-to-maturity | | | | | | | | |
Municipal securities | | $ | 13,992 | | | $ | 717 | | | $ | — | | | $ | 14,709 | |
Corporate securities | | 45,573 | | | 1,186 | | | — | | | 46,759 | |
Total held-to-maturity | | $ | 59,565 | | | $ | 1,903 | | | $ | — | | | $ | 61,468 | |
The carrying value of securities at September 30, 2022 is shown below by their contractual maturity date. Actual maturities will differ because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| | | | | | | | | | | | | | |
| | Available-for-Sale |
(in thousands) | | Amortized Cost | | Fair Value |
| | | | |
One to five years | | $ | 32,743 | | | $ | 31,812 | |
Five to ten years | | 50,888 | | | 48,261 | |
After ten years | | 70,366 | | | 61,854 | |
| | 153,997 | | | 141,927 | |
Agency mortgage-backed securities - residential | | 259,568 | | | 219,191 | |
Agency mortgage-backed securities - commercial | | 17,825 | | | 16,522 | |
Private label mortgage-backed securities - residential | | 12,320 | | | 11,041 | |
Asset-backed securities | | 5,000 | | | 4,884 | |
| | | | |
Total | | $ | 448,710 | | | $ | 393,565 | |
| | | | | | | | | | | | | | |
| | Held-to-Maturity |
(in thousands) | | Amortized Cost | | Fair Value |
| | | | |
One to five years | | $ | 11,163 | | | $ | 10,915 | |
Five to ten years | | 44,865 | | | 42,091 | |
After ten years | | 5,483 | | | 4,715 | |
| | 61,511 | | | 57,721 | |
Agency mortgage-backed securities - residential | | 123,718 | | | 107,570 | |
Agency mortgage-backed securities - commercial | | 5,828 | | | 4,686 | |
Total | | $ | 191,057 | | | $ | 169,977 | |
There were no gross gains or losses resulting from the sale of available-for-sale securities during the three and nine months ended September 30, 2022 and September 30, 2021, respectively.
Certain investments in debt securities are reported in the condensed consolidated financial statements at an amount less than their historical cost. The total fair value of these investments at September 30, 2022 and December 31, 2021 was $541.0 million and $403.2 million, which was approximately 96% and 61%, respectively, of the Company’s AFS and HTM securities portfolios. As of September 30, 2022, the Company’s security portfolio consisted of 447 securities, of which 438 were in an unrealized loss position. The unrealized losses are related to the categories noted below.
These declines resulted primarily from fluctuations in market interest rates after purchase. Management believes the declines in fair value for these securities are temporary. Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced, with the resulting loss recognized in net income in the period the other-than-temporary impairment (“OTTI”) is identified.
U. S. Government-Sponsored Agencies, Municipal Securities and Corporate Securities
The unrealized losses on the Company’s investments in securities issued by U.S. Government-sponsored agencies, municipal organizations and corporate entities were caused primarily by interest rate changes. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company does not intend to sell the investments and it is not likely that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be upon maturity, the Company does not consider those investments to be other-than-temporarily impaired at September 30, 2022.
Agency Mortgage-Backed, Private Label Mortgage-Backed and Asset-Backed Securities
The unrealized losses on the Company’s investments in agency mortgage-backed, private label mortgage-backed and asset-backed securities were caused primarily by interest rate changes. The Company expects to recover the amortized cost bases over the terms of the securities. Because the Company does not intend to sell the investments and it is not likely that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be upon maturity, the Company does not consider those investments to be other-than-temporarily impaired at September 30, 2022.
The following tables show the securities portfolio’s 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 at September 30, 2022 and December 31, 2021.
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| | September 30, 2022 |
| | Less Than 12 Months | | 12 Months or Longer | | Total |
(in thousands) | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
Securities available-for-sale | | | | | | | | | | | | |
U.S. Government-sponsored agencies | | $ | 33,956 | | | $ | (1,092) | | | $ | 2,223 | | | $ | (776) | | | $ | 36,179 | | | $ | (1,868) | |
Municipal securities | | 52,815 | | | (7,800) | | | — | | | — | | | 52,815 | | | (7,800) | |
Agency mortgage-backed securities- residential | | 186,134 | | | (34,577) | | | 30,061 | | | (5,800) | | | 216,195 | | | (40,377) | |
Agency mortgage-backed securities- commercial | | 11,072 | | | (849) | | | 5,442 | | | (454) | | | 16,514 | | | (1,303) | |
Private label mortgage-backed securities - residential | | 3,352 | | | (418) | | | 7,689 | | | (861) | | | 11,041 | | | (1,279) | |
Asset-backed securities | | 4,884 | | | (116) | | | — | | | — | | | 4,884 | | | (116) | |
Corporate securities | | 27,595 | | | (1,478) | | | 11,376 | | | (1,130) | | | 38,971 | | | (2,608) | |
| | | | | | | | | | | | |
Total | | $ | 319,808 | | | $ | (46,330) | | | $ | 56,791 | | | $ | (9,021) | | | $ | 376,599 | | | $ | (55,351) | |
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| | September 30, 2022 |
| | Less Than 12 Months | | 12 Months or Longer | | Total |
(in thousands) | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
Securities held-to-maturity | | | | | | | | | | | | |
Municipal securities | | $ | 12,167 | | | $ | (1,256) | | | $ | 388 | | | $ | (33) | | | $ | 12,555 | | | $ | (1,289) | |
Agency mortgage-backed securities - residential | | 75,251 | | | (10,583) | | | 32,319 | | | (5,565) | | | 107,570 | | | (16,148) | |
Agency mortgage-backed securities - commercial | | 4,686 | | | (1,142) | | | — | | | — | | | 4,686 | | | (1,142) | |
Corporate securities | | 33,712 | | | (2,342) | | | 5,831 | | | (168) | | | 39,543 | | | (2,510) | |
| | | | | | | | | | | | |
Total | | $ | 125,816 | | | $ | (15,323) | | | $ | 38,538 | | | $ | (5,766) | | | $ | 164,354 | | | $ | (21,089) | |
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| | December 31, 2021 |
| | Less Than 12 Months | | 12 Months or Longer | | Total |
(in thousands) | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
Securities available-for-sale | | | | | | | | | | | | |
U.S. Government-sponsored agencies | | $ | 2,921 | | | $ | (79) | | | $ | 40,305 | | | $ | (1,058) | | | $ | 43,226 | | | $ | (1,137) | |
Municipal securities | | 5,721 | | | (65) | | | — | | | — | | | 5,721 | | | (65) | |
Agency mortgage-backed securities - residential | | 287,820 | | | (3,694) | | | 40,840 | | | (1,958) | | | 328,660 | | | (5,652) | |
Agency mortgage-backed securities - commercial | | 3,944 | | | (139) | | | — | | | — | | | 3,944 | | | (139) | |
Private label mortgage-backed securities | | 374 | | | (3) | | | — | | | — | | | 374 | | | (3) | |
Asset-backed securities | | — | | | — | | | — | | | — | | | — | | | — | |
Corporate securities | | 11,813 | | | (187) | | | 9,491 | | | (508) | | | 21,304 | | | (695) | |
| | | | | | | | | | | | |
Total | | $ | 312,593 | | | $ | (4,167) | | | $ | 90,636 | | | $ | (3,524) | | | $ | 403,229 | | | $ | (7,691) | |
There were no amounts reclassified from accumulated other comprehensive loss to the condensed consolidated statements of income during the three and nine months ended September 30, 2022 and September 30, 2021, respectively.
Note 4: Loans
Loan balances as of September 30, 2022 and December 31, 2021 are summarized in the table below. Categories of loans include:
| | | | | | | | | | | | | | |
(in thousands) | | September 30, 2022 | | December 31, 2021 |
Commercial loans | | | | |
Commercial and industrial | | $ | 104,780 | | | $ | 96,008 | |
Owner-occupied commercial real estate | | 58,615 | | | 66,732 | |
Investor commercial real estate | | 91,021 | | | 28,019 | |
Construction | | 139,509 | | | 136,619 | |
Single tenant lease financing | | 895,302 | | | 865,854 | |
Public finance | | 614,139 | | | 592,665 | |
Healthcare finance | | 293,686 | | | 387,852 | |
Small business lending | | 113,001 | | | 108,666 | |
Franchise finance | | 225,012 | | | 81,448 | |
| | | | |
Total commercial loans | | 2,535,065 | | | 2,363,863 | |
Consumer loans | | | | |
Residential mortgage | | 337,565 | | | 186,770 | |
Home equity | | 22,114 | | | 17,665 | |
Other consumer loans | | 312,512 | | | 265,478 | |
| | | | |
Total consumer loans | | 672,191 | | | 469,913 | |
Total commercial and consumer loans | | 3,207,256 | | | 2,833,776 | |
Net deferred loan origination fees/costs and premiums/discounts on purchased loans and other(1) | | 48,650 | | | 53,886 | |
Total loans | | 3,255,906 | | | 2,887,662 | |
Allowance for loan losses | | (29,866) | | | (27,841) | |
Net loans | | $ | 3,226,040 | | | $ | 2,859,821 | |
(1) Includes carrying value adjustments of $33.9 million and $37.5 million related to terminated interest rate swaps associated with public finance loans as of September 30, 2022 and December 31, 2021, respectively.
Risk characteristics of each loan portfolio segment are as follows:
Commercial and Industrial: Commercial and industrial loans’ sources of repayment are primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected, and the collateral securing these loans may fluctuate in value. Loans are made for working capital, equipment purchases, or other purposes. Most commercial and industrial loans are secured by the assets being financed and may incorporate a personal guarantee. This portfolio segment is generally concentrated in the Midwest and Southwest regions of the United States.
Owner-Occupied Commercial Real Estate: The primary source of repayment is the cash flow from the ongoing operations and activities conducted by the borrower, or an affiliate of the borrower, who owns the property. This portfolio segment is generally concentrated in the Midwest and Southwest regions of the United States and its loans are often secured by manufacturing and service facilities, as well as office buildings.
Investor Commercial Real Estate: These loans are underwritten primarily based on the cash flow expected to be generated from the property and are secondarily supported by the value of the real estate. These loans typically incorporate a personal guarantee from the primary sponsor or sponsors. This portfolio segment generally involves larger loan amounts with repayment primarily dependent on the successful leasing and operation of the property securing the loan or the business conducted on the property securing the loan. Investor commercial real estate loans may be more adversely affected by changing economic conditions in the real estate markets, industry dynamics or the overall health of the local economy where the property is located. The properties securing the Company’s investor commercial real estate portfolio tend to be diverse in terms of property type and are generally located in the Midwest and Southwest regions of the United States. Management monitors and evaluates commercial real estate loans based on property financial performance, collateral value, guarantor strength, economic and industry conditions together with other risk grade criteria. As a general rule, the Company avoids financing special use projects unless other underwriting factors are present to mitigate these additional risks.
Construction: Construction loans are secured by land and related improvements and are made to assist in the construction of new structures, which may include commercial (retail, industrial, office, and multi-family) properties or single family residential properties offered for sale by the builder. These loans generally finance a variety of project costs, including land, site preparation, architectural services, construction, closing and soft costs and interim financing needs. The cash flows of builders, while initially predictable, may fluctuate with market conditions, and the value of the collateral securing these loans may be subject to fluctuations based on general economic changes. This portfolio segment is generally concentrated in the Midwest and Southwest regions of the United States.
Single Tenant Lease Financing: These loans are made on a nationwide basis to property owners of real estate subject to long-term lease arrangements with single tenant operators. The real estate is typically operated by regionally, nationally or globally branded businesses. The loans are underwritten based on the financial strength of the borrower, characteristics of the real estate, cash flows generated from the lease arrangements and the financial strength of the tenant. Similar to the other loan portfolio segments, management monitors and evaluates these loans based on borrower and tenant financial performance, collateral value, industry trends and other risk grade criteria.
Public Finance: These loans are made on a nationwide basis to governmental and not-for-profit entities to provide both tax-exempt and taxable loans for a variety of purposes including: short-term cash-flow needs; debt refinancing; economic development; quality of life projects; infrastructure improvements; renewable energy projects; and equipment financing. The primary sources of repayment for public finance loans include pledged revenue sources including but not limited to: general obligations; property taxes; income taxes; tax increment revenue; utility revenue; gaming revenues; sales tax; and pledged general revenue. Certain loans may also include an additional collateral pledge of mortgaged property or a security interest in financed equipment.
Healthcare Finance: These loans were made on a nationwide basis to healthcare providers, primarily dentists, for practice acquisition financing or refinancing that occasionally includes owner-occupied commercial real estate and equipment purchases. The sources of repayment are primarily based on the identified cash flows from operations of the borrower and related entities and secondarily on the underlying collateral provided by the borrower.
Small Business Lending: These loans are made on a nationwide basis to small businesses and generally carry a partial guaranty from the U.S. Small Business Administration (“SBA”) under its 7(a) loan program. We generally sell the government guaranteed portion of SBA loans into the secondary market while retaining the non-guaranteed portion of the loan and the servicing rights. Loans in the small business lending portfolio have sources of repayment that are primarily based on the identified cash flows of the borrower and secondarily on any underlying collateral provided by the borrower. Loans may, but do not always, have a collateral shortfall. For SBA loans where the guaranteed portion is retained, the SBA guaranty provides a tertiary source of repayment to the Bank in event of borrower default. Cash flows of borrowers, however, may not be as expected and collateral securing these loans may fluctuate in value. Loans are made for a broad array of purposes including, but not limited to, providing operating cash flow, funding ownership changes, and facilitating equipment purchases. These loans also include loans originated by the Bank under the SBA’s Paycheck Protection Program, which are fully guaranteed by the SBA.
Franchise Finance: These loans are made on a nationwide basis through our partnership with ApplePie Capital, which, through their deep relationships with franchise brands provides franchisees with financing options for new franchise units, recapitalization, expansion, equipment and working capital. The sources of repayment are either based on identified cash flows from existing operations of the borrower or pro forma cash flow for new franchise locations.
Residential Mortgage: With respect to residential loans that are secured by 1-to-4 family residences and are generally owner occupied, the Company typically establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded. Repayment of these loans is primarily dependent on the financial circumstances of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Repayment can also be impacted by changes in residential property values. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers in geographically diverse locations throughout the country.
Home Equity: Home equity loans and lines of credit are typically secured by a subordinate interest in 1-to-4 family residences. The properties securing the home equity portfolio segment are generally geographically diverse as the Company offers these products on a nationwide basis. Repayment of these loans and lines of credit is primarily dependent on the financial circumstances of the borrowers and may be impacted by changes in unemployment levels and property values on residential properties, among other economic conditions in the market.
Other Consumer: These loans primarily consist of consumer loans and credit cards. Consumer loans may be secured by consumer assets such as horse trailers or recreational vehicles. Some consumer loans are unsecured, such as small installment loans, home improvement loans and certain lines of credit. Repayment of consumer loans is primarily dependent upon the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers in geographically diverse locations throughout the country.
Allowance for Loan Losses Methodology
Company policy is designed to maintain an adequate allowance for loan losses (“ALLL”). The portfolio is segmented by loan type, and the required ALLL for types of performing homogeneous loans which do not have a specific reserve is determined by applying a factor based on average historical losses, adjusted for current economic factors and portfolio trends. Management adds qualitative factors for observable trends, changes in internal practices, changes in delinquencies and impairments, and external factors. Observable factors include changes in the composition and size of portfolios, as well as loan terms or concentration levels. The Company evaluates the impact of internal changes such as management and staff experience levels or modification to loan underwriting processes. Delinquency trends are scrutinized for both volume and severity of past due, nonaccrual, or classified loans, as well as any changes in the value of underlying collateral. Finally, the Company considers the effect of other external factors such as national, regional, and local economic and business conditions, as well as competitive, legal, and regulatory requirements. Loans that are considered to be impaired are evaluated to determine the need for a specific allowance by applying at least one of three methodologies: present value of future cash flows; fair value of collateral less costs to sell; or the loan’s observable market price. All troubled debt restructurings (“TDR”) are considered impaired loans. Loans evaluated for impairment are removed from other pools to prevent double-counting. Accounting Standards Codification (“ASC”) Topic 310, Receivables, requires that impaired loans be measured based on the present value of expected future cash flows discounted at the loans’ effective interest rates or the fair value of the underlying collateral less costs to sell and allows existing methods for recognizing interest income.
Provision for Loan Losses
A provision for estimated losses on loans is charged to income based upon management’s evaluation of the potential losses. Such an evaluation, which includes a review of all loans for which full repayment may not be reasonably assured, considers, among other matters, the estimated net realizable value of the underlying collateral, as applicable, economic conditions, loan loss experience, and other factors that are particularly susceptible to changes that could result in a material adjustment in the near term. While management attempts to use the best information available in making its evaluations, future allowance adjustments may be necessary if economic conditions change substantially from the assumptions used in making the evaluations.
Policy for Charging Off Loans
The Company’s policy is to charge off a loan at any point in time when it no longer can be considered a bankable asset, meaning collectible within the parameters of policy. A secured loan is generally charged down to the estimated fair value of the collateral, less costs to sell, no later than when it is 120 days past due as to principal or interest. An unsecured loan generally is charged off no later than when it is 180 days past due as to principal or interest. A home improvement loan generally is charged off no later than when it is 90 days past due as to principal or interest.
The following tables present changes in the balance of the ALLL during the three and nine months ended September 30, 2022 and 2021.
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(in thousands) | Three Months Ended September 30, 2022 |
Allowance for loan losses: | Balance, Beginning of Period | | (Credit) Provision Charged to Expense | | Losses Charged Off | | Recoveries | | Balance, End of Period |
Commercial and industrial | $ | 2,026 | | | $ | (301) | | | $ | — | | | $ | 2 | | | $ | 1,727 | |
Owner-occupied commercial real estate | 703 | | | (87) | | | — | | | — | | | 616 | |
Investor commercial real estate | 621 | | | 453 | | | — | | | — | | | 1,074 | |
Construction | 1,707 | | | (117) | | | — | | | — | | | 1,590 | |
Single tenant lease financing | 9,712 | | | 315 | | | — | | | — | | | 10,027 | |
Public finance | 1,850 | | | (61) | | | — | | | — | | | 1,789 | |
Healthcare finance | 4,762 | | | (1,150) | | | — | | | — | | | 3,612 | |
Small business lending | 1,956 | | | 217 | | | (130) | | | 3 | | | 2,046 | |
Franchise finance | 2,281 | | | 734 | | | — | | | — | | | 3,015 | |
| | | | | | | | | |
Residential mortgage | 1,138 | | | 231 | | | — | | | 1 | | | 1,370 | |
Home equity | 54 | | | 7 | | | — | | | 1 | | | 62 | |
Other consumer loans | 2,343 | | | 651 | | | (106) | | | 50 | | | 2,938 | |
| | | | | | | | | |
Total | $ | 29,153 | | | $ | 892 | | | $ | (236) | | | $ | 57 | | | $ | 29,866 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2022 |
Allowance for loan losses: | Balance, Beginning of Period | | (Credit) Provision Charged to Expense | | Losses Charged Off | | Recoveries | | Balance, End of Period |
Commercial and industrial | $ | 1,891 | | | $ | (166) | | | $ | — | | | $ | 2 | | | $ | 1,727 | |
Owner-occupied commercial real estate | 742 | | | (126) | | | — | | | — | | | 616 | |
Investor commercial real estate | 328 | | | 746 | | | — | | | — | | | 1,074 | |
Construction | 1,612 | | | (22) | | | — | | | — | | | 1,590 | |
Single tenant lease financing | 10,385 | | | (1,589) | | | — | | | 1,231 | | | 10,027 | |
Public finance | 1,776 | | | 13 | | | — | | | — | | | 1,789 | |
Healthcare finance | 5,940 | | | (2,328) | | | — | | | — | | | 3,612 | |
Small business lending | 1,387 | | | 847 | | | (210) | | | 22 | | | 2,046 | |
Franchise finance | 1,083 | | | 1,932 | | | — | | | — | | | 3,015 | |
| | | | | | | | | |
Residential mortgage | 643 | | | 724 | | | — | | | 3 | | | 1,370 | |
Home equity | 64 | | | (139) | | | — | | | 137 | | | 62 | |
Other consumer loans | 1,990 | | | 1,116 | | | (397) | | | 229 | | | 2,938 | |
Tax refund advance loans | — | | | 1,860 | | | (1,860) | | | — | | | — | |
Total | $ | 27,841 | | | $ | 2,868 | | | $ | (2,467) | | | $ | 1,624 | | | $ | 29,866 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands) | Three Months Ended September 30, 2021 |
Allowance for loan losses: | Balance, Beginning of Period | | (Credit) Provision Charged to Expense | | Losses Charged Off | | Recoveries | | Balance, End of Period |
Commercial and industrial | $ | 1,902 | | | $ | 122 | | | $ | — | | | $ | 2 | | | $ | 2,026 | |
Owner-occupied commercial real estate | 1,021 | | | (28) | | | — | | | — | | | 993 | |
Investor commercial real estate | 329 | | | (4) | | | — | | | — | | | 325 | |
Construction | 1,357 | | | (30) | | | — | | | — | | | 1,327 | |
Single tenant lease financing | 11,205 | | | (152) | | | — | | | — | | | 11,053 | |
Public finance | 1,700 | | | 32 | | | — | | | — | | | 1,732 | |
Healthcare finance | 6,938 | | | (584) | | | — | | | — | | | 6,354 | |
Small business lending | 783 | | | 415 | | | (10) | | | 26 | | | 1,214 | |
Franchise finance | — | | | 310 | | | — | | | — | | | 310 | |
| | | | | | | | | |
Residential mortgage | 594 | | | 19 | | | — | | | 3 | | | 616 | |
Home equity | 63 | | | — | | | — | | | 2 | | | 65 | |
Other consumer loans | 2,174 | | | (129) | | | (110) | | | 50 | | | 1,985 | |
Total | $ | 28,066 | | | $ | (29) | | | $ | (120) | | | $ | 83 | | | $ | 28,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2021 |
Allowance for loan losses: | Balance, Beginning of Period | | (Credit) Provision Charged to Expense | | Losses Charged Off | | Recoveries | | Balance, End of Period |
Commercial and industrial | $ | 1,146 | | | $ | 823 | | | $ | (28) | | | $ | 85 | | | $ | 2,026 | |
Owner-occupied commercial real estate | 1,082 | | | (89) | | | — | | | — | | | 993 | |
Investor commercial real estate | 155 | | | 170 | | | — | | | — | | | 325 | |
Construction | 1,192 | | | 135 | | | — | | | — | | | 1,327 | |
Single tenant lease financing | 12,990 | | | 454 | | | (2,391) | | | — | | | 11,053 | |
Public finance | 1,732 | | | — | | | — | | | — | | | 1,732 | |
Healthcare finance | 7,485 | | | (1,131) | | | — | | | — | | | 6,354 | |
Small business lending | 628 | | | 776 | | | (222) | | | 32 | | | 1,214 | |
Franchise finance | — | | | 310 | | | — | | | — | | | 310 | |
| | | | | | | | | |
Residential mortgage | 519 | | | 91 | | | (6) | | | 12 | | | 616 | |
Home equity | 48 | | | 63 | | | (51) | | | 5 | | | 65 | |
Other consumer loans | 2,507 | | | (334) | | | (423) | | | 235 | | | 1,985 | |
Total | $ | 29,484 | | | $ | 1,268 | | | $ | (3,121) | | | $ | 369 | | | $ | 28,000 | |
The following tables present the recorded investment in loans based on portfolio segment and impairment method as of September 30, 2022 and December 31, 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands) | Loans | | Allowance for Loan Losses |
September 30, 2022 | Ending Balance: Collectively Evaluated for Impairment | | Ending Balance: Individually Evaluated for Impairment | | Ending Balance | | Ending Balance: Collectively Evaluated for Impairment | | Ending Balance: Individually Evaluated for Impairment | | Ending Balance |
Commercial and industrial | $ | 94,617 | | | $ | 10,163 | | | $ | 104,780 | | | $ | 1,377 | | | $ | 350 | | | $ | 1,727 | |
Owner-occupied commercial real estate | 56,993 | | | 1,622 | | | 58,615 | | | 616 | | | — | | | 616 | |
Investor commercial real estate | 91,021 | | | — | | | 91,021 | | | 1,074 | | | — | | | 1,074 | |
Construction | 139,509 | | | — | | | 139,509 | | | 1,590 | | | — | | | 1,590 | |
Single tenant lease financing | 895,302 | | | — | | | 895,302 | | | 10,027 | | | — | | | 10,027 | |
Public finance | 614,139 | | | — | | | 614,139 | | | 1,789 | | | — | | | 1,789 | |
Healthcare finance | 293,686 | | | — | | | 293,686 | | | 3,612 | | | — | | | 3,612 | |
Small business lending(1) | 105,129 | | | 7,872 | | | 113,001 | | | 1,368 | | | 678 | | | 2,046 | |
Franchise finance | 225,012 | | | — | | | 225,012 | | | 3,015 | | | — | | | 3,015 | |
| | | | | | | | | | | |
Residential mortgage | 334,082 | | | 3,483 | | | 337,565 | | | 1,370 | | | — | | | 1,370 | |
Home equity | 22,114 | | | — | | | 22,114 | | | 62 | | | — | | | 62 | |
Other consumer | 312,509 | | | 3 | | | 312,512 | | | 2,938 | | | — | | | 2,938 | |
| | | | | | | | | | | |
Total | $ | 3,184,113 | | | $ | 23,143 | | | $ | 3,207,256 | | | $ | 28,838 | | | $ | 1,028 | | | $ | 29,866 | |
1 Balance of loans individually evaluated for impairment are partially guaranteed by the U.S. government.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands) | Loans | | Allowance for Loan Losses |
December 31, 2021 | Ending Balance: Collectively Evaluated for Impairment | | Ending Balance: Individually Evaluated for Impairment | | Ending Balance | | Ending Balance: Collectively Evaluated for Impairment | | Ending Balance: Individually Evaluated for Impairment | | Ending Balance |
Commercial and industrial | $ | 95,364 | | | $ | 644 | | | $ | 96,008 | | | $ | 1,441 | | | $ | 450 | | | $ | 1,891 | |
Owner-occupied commercial real estate | 63,387 | | | 3,345 | | | 66,732 | | | 742 | | | — | | | 742 | |
Investor commercial real estate | 28,019 | | | — | | | 28,019 | | | 328 | | | — | | | 328 | |
Construction | 136,619 | | | — | | | 136,619 | | | 1,612 | | | — | | | 1,612 | |
Single tenant lease financing | 864,754 | | | 1,100 | | | 865,854 | | | 10,290 | | | 95 | | | 10,385 | |
Public finance | 592,665 | | | — | | | 592,665 | | | 1,776 | | | — | | | 1,776 | |
Healthcare finance | 386,926 | | | 926 | | | 387,852 | | | 5,417 | | | 523 | | | 5,940 | |
Small business lending(1) | 106,682 | | | 1,984 | | | 108,666 | | | 994 | | | 393 | | | 1,387 | |
Franchise finance | 81,448 | | | — | | | 81,448 | | | 1,083 | | | — | | | 1,083 | |
| | | | | | | | | | | |
Residential mortgage | 183,852 | | | 2,918 | | | 186,770 | | | 643 | | | — | | | 643 | |
Home equity | 17,651 | | | 14 | | | 17,665 | | | 64 | | | — | | | 64 | |
Other consumer | 265,469 | | | 9 | | | 265,478 | | | 1,990 | | | — | | | 1,990 | |
| | | | | | | | | | | |
Total | $ | 2,822,836 | | | $ | 10,940 | | | $ | 2,833,776 | | | $ | 26,380 | | | $ | 1,461 | | | $ | 27,841 | |
1 Balance of loans individually evaluated for impairment are partially guaranteed by the U.S. government.
The Company utilizes a risk grading matrix to assign a risk grade to each of its commercial loans. A description of the general characteristics of the risk grades is as follows:
•“Pass” - Higher quality loans that do not fit any of the other categories described below.
•“Special Mention” - Loans that possess some credit deficiency or potential weakness, which deserve close attention.
•“Substandard” - Loans that possess a defined weakness or weaknesses that jeopardize the liquidation of the debt. Loans characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Loans that are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.
•“Doubtful” - Such loans have been placed on nonaccrual status and may be heavily dependent upon collateral possessing a value that is difficult to determine or based upon some near-term event that lacks clear certainty. These loans have all of the weaknesses of those classified as Substandard; however, based on existing conditions, these weaknesses make full collection of the principal balance highly improbable.
•“Loss” - Loans that are considered uncollectible and of such little value that continuing to carry them as assets is not warranted.
Nonaccrual Loans
Any loan which becomes 90 days delinquent or for which the full collection of principal and interest may be in doubt will be considered for nonaccrual status. At the time a loan is placed on nonaccrual status, all accrued but unpaid interest will be reversed from interest income. Placing the loan on nonaccrual status does not relieve the borrower of the obligation to repay interest. A loan placed on nonaccrual status may be restored to accrual status when all delinquent principal and interest has been brought current, and the Company expects full payment of the remaining contractual principal and interest.
The following tables present the credit risk profile of the Company’s commercial and consumer loan portfolios based on rating category and payment activity as of September 30, 2022 and December 31, 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2022 |
(in thousands) | Pass | | Special Mention | | Substandard | | | | | | Total |
Commercial and industrial | $ | 93,262 | | | $ | 1,355 | | | $ | 10,163 | | | | | | | $ | 104,780 | |
Owner-occupied commercial real estate | 46,423 | | | 10,570 | | | 1,622 | | | | | | | 58,615 | |
Investor commercial real estate | 91,021 | | | — | | | — | | | | | | | 91,021 | |
Construction | 139,509 | | | — | | | — | | | | | | | 139,509 | |
Single tenant lease financing | 894,208 | | | 1,094 | | | — | | | | | | | 895,302 | |
Public finance | 611,709 | | | 2,430 | | | — | | | | | | | 614,139 | |
Healthcare finance | 292,280 | | | 1,406 | | | — | | | | | | | 293,686 | |
Small business lending(1) | 99,722 | | | 5,407 | | | 7,872 | | | | | | | 113,001 | |
Franchise finance | 224,721 | | | 291 | | | — | | | | | | | 225,012 | |
| | | | | | | | | | | |
Total commercial loans | $ | 2,492,855 | | | $ | 22,553 | | | $ | 19,657 | | | | | | | $ | 2,535,065 | |
1 Balance in “Substandard” is partially guaranteed by the U.S. government.
| | | | | | | | | | | | | | | | | |
| September 30, 2022 |
(in thousands) | Performing | | Nonaccrual | | Total |
Residential mortgage | $ | 336,492 | | | $ | 1,073 | | | $ | 337,565 | |
Home equity | 22,114 | | | — | | | 22,114 | |
Other consumer | 312,509 | | | 3 | | | 312,512 | |
| | | | | |
Total consumer loans | $ | 671,115 | | | $ | 1,076 | | | $ | 672,191 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 | |
(in thousands) | Pass | | Special Mention | | Substandard | | | | | | Total | |
Commercial and industrial | $ | 82,412 | | | $ | 12,952 | | | $ | 644 | | | | | | | $ | 96,008 | | |
Owner-occupied commercial real estate | 59,369 | | | 4,018 | | | 3,345 | | | | | | | 66,732 | | |
Investor commercial real estate | 28,019 | | | — | | | — | | | | | | | 28,019 | | |
Construction | 124,578 | | | 12,041 | | | — | | | | | | | 136,619 | | |
Single tenant lease financing | 859,612 | | | 5,142 | | | 1,100 | | | | | | | 865,854 | | |
Public finance | 591,630 | | | 1,035 | | | — | | | | | | | 592,665 | | |
Healthcare finance | 386,337 | | | 589 | | | 926 | | | | | | | 387,852 | | |
Small business lending(1) | 99,250 | | | 7,433 | | | 1,983 | | | | | | | 108,666 | | |
Franchise finance | 81,448 | | | — | | | — | | | | | | | 81,448 | | |
| | | | | | | | | | | | |
Total commercial loans | $ | 2,312,655 | | | $ | 43,210 | | | $ | 7,998 | | | | | | | $ | 2,363,863 | | |
1 Balance in “Substandard” is partially guaranteed by the U.S. government.
| | | | | | | | | | | | | | | | | |
| December 31, 2021 |
(in thousands) | Performing | | Nonaccrual | | Total |
Residential mortgage | $ | 185,544 | | | $ | 1,226 | | | $ | 186,770 | |
Home equity | 17,651 | | | 14 | | | 17,665 | |
Other consumer | 265,469 | | | 9 | | | 265,478 | |
Total consumer loans | $ | 468,664 | | | $ | 1,249 | | | $ | 469,913 | |
The following tables present the Company’s loan portfolio delinquency analysis as of September 30, 2022 and December 31, 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2022 |
(in thousands) | | 30-59 Days Past Due | | 60-89 Days Past Due | | 90 Days or More Past Due | | Total Past Due | | Current | | Total Loans | | Non- accrual Loans | | Total Loans 90 Days or More Past Due and Accruing |
Commercial and industrial | | $ | — | | | $ | — | | | $ | 350 | | | $ | 350 | | | $ | 104,430 | | | $ | 104,780 | | | $ | 350 | | | $ | — | |
Owner-occupied commercial real estate | | — | | | — | | | — | | | — | | | 58,615 | | | 58,615 | | | 1,622 | | | — | |
Investor commercial real estate | | — | | | — | | | — | | | — | | | 91,021 | | | 91,021 | | | — | | | — | |
Construction | | — | | | — | | | — | | | — | | | 139,509 | | | 139,509 | | | — | | | — | |
Single tenant lease financing | | — | | | — | | | — | | | — | | | 895,302 | | | 895,302 | | | — | | | — | |
Public finance | | — | | | — | | | — | | | — | | | 614,139 | | | 614,139 | | | — | | | — | |
Healthcare finance | | — | | | — | | | — | | | — | | | 293,686 | | | 293,686 | | | — | | | — | |
Small business lending(1) | | — | | | 356 | | | 488 | | | 844 | | | 112,157 | | | 113,001 | | | 2,958 | | | — | |
Franchise finance | | — | | | — | | | — | | | — | | | 225,012 | | | 225,012 | | | — | | | — | |
| | | | | | | | | | | | | | | | |
Residential mortgage | | 171 | | | 71 | | | 353 | | | 595 | | | 336,970 | | | 337,565 | | | 1,073 | | | — | |
Home equity | | — | | | — | | | — | | | — | | | 22,114 | | | 22,114 | | | — | | | — | |
Other consumer | | 30 | | | 20 | | | — | | | 50 | | | 312,462 | | | 312,512 | | | 3 | | | — | |
| | | | | | | | | | | | | | | | |
Total | | $ | 201 | | | $ | 447 | | | $ | 1,191 | | | $ | 1,839 | | | $ | 3,205,417 | | | $ | 3,207,256 | | | $ | 6,006 | | | $ | — | |
1 Balance in “Total Past Due” is partially guaranteed by the U.S. government.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2021 |
(in thousands) | | 30-59 Days Past Due | | 60-89 Days Past Due | | 90 Days or More Past Due | | Total Past Due | | Current | | Total Loans | | Non- accrual Loans | | Total Loans 90 Days or More Past Due and Accruing |
Commercial and industrial | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 96,008 | | | $ | 96,008 | | | $ | 674 | | | $ | — | |
Owner-occupied commercial real estate | | — | | | — | | | — | | | — | | | 66,732 | | | 66,732 | | | — | | | — | |
Investor commercial real estate | | — | | | — | | | — | | | — | | | 28,019 | | | 28,019 | | | 3,419 | | | — | |
Construction | | — | | | — | | | — | | | — | | | 136,619 | | | 136,619 | | | — | | | — | |
Single tenant lease financing | | — | | | — | | | — | | | — | | | 865,854 | | | 865,854 | | | 1,100 | | | — | |
Public finance | | — | | | — | | | — | | | — | | | 592,665 | | | 592,665 | | | — | | | — | |
Healthcare finance | | — | | | — | | | — | | | — | | | 387,852 | | | 387,852 | | | — | | | — | |
Small business lending(1) | | — | | | — | | | 657 | | | 657 | | | 108,009 | | | 108,666 | | | 959 | | | — | |
Franchising Finance | | — | | | — | | | — | | | — | | | 81,448 | | | 81,448 | | | — | | | — | |
| | | | | | | | | | | | | | | | |
Residential mortgage | | 51 | | | 226 | | | 106 | | | 383 | | | 186,387 | | | 186,770 | | | 1,226 | | | — | |
Home equity | | — | | | — | | | — | | | — | | | 17,665 | | | 17,665 | | | 14 | | | — | |
Other consumer | | 68 | | | 18 | | | — | | | 86 | | | 265,392 | | | 265,478 | | | 9 | | | — | |
Total | | $ | 119 | | | $ | 244 | | | $ | 763 | | | $ | 1,126 | | | $ | 2,832,650 | | | $ | 2,833,776 | | | $ | 7,401 | | | $ | — | |
1 Balance in “Total Past Due” is partially guaranteed by the U.S. government.
Impaired Loans
A loan is designated as impaired, in accordance with the impairment accounting guidance, when, based on current information or events, it is probable that the Company will be unable to collect all amounts due (principal and interest) according to the contractual terms of the loan agreement. Payments with delays generally not exceeding 90 days outstanding are not considered impaired. Certain nonaccrual and substantially all delinquent loans more than 90 days past due may be considered to be impaired. Generally, loans are placed on nonaccrual status at 90 days past due and accrued interest is reversed against earnings, unless the loan is well-secured and in the process of collection. The accrual of interest on impaired and nonaccrual loans is discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due.
Impaired loans include nonperforming loans as well as loans modified in TDRs where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance, or other actions intended to maximize collection.
ASC Topic 310, Receivables, requires that impaired loans be measured based on the present value of expected future cash flows discounted at the loans’ effective interest rates or the fair value of the underlying collateral, less costs to sell, and allows existing methods for recognizing interest income.
The following table presents the Company’s impaired loans as of September 30, 2022 and December 31, 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2022 | | December 31, 2021 |
(in thousands) | | Recorded Balance | | Unpaid Principal Balance | | Specific Allowance | | Recorded Balance | | Unpaid Principal Balance | | Specific Allowance |
Loans without a specific valuation allowance | | | | | | | | | | | | |
Commercial and industrial | | $ | 9,813 | | | $ | 9,813 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Owner-occupied commercial real estate | | — | | | — | | | — | | | 3,345 | | | 3,466 | | | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Small business lending(1) | | 5,838 | | | 6,087 | | | — | | | 959 | | | 1,193 | | | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Residential mortgage | | 3,483 | | | 3,634 | | | — | | | 2,918 | | | 3,063 | | | — | |
Home equity | | — | | | — | | | — | | | 14 | | | 15 | | | — | |
Other consumer loans | | 3 | | | 29 | | | — | | | 9 | | | 44 | | | — | |
Total | | 19,137 | | | 19,563 | | | — | | | 7,245 | | | 7,781 | | | — | |
Loans with a specific valuation allowance | | | | | | | | | | | | |
Commercial and industrial | | 350 | | | 350 | | | 350 | | | 644 | | | 677 | | | 450 | |
Owner-occupied commercial real estate | | 1,622 | | | 1,779 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Single tenant lease financing | | — | | | — | | | — | | | 1,100 | | | 1,123 | | | 95 | |
| | | | | | | | | | | | |
Healthcare finance | | — | | | — | | | — | | | 926 | | | 926 | | | 523 | |
Small business lending(1) | | 2,034 | | | 2,034 | | | 678 | | | 1,025 | | | 1,025 | | | 393 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Total | | 4,006 | | | 4,163 | | | 1,028 | | | 3,695 | | | 3,751 | | | 1,461 | |
Total impaired loans | | $ | 23,143 | | | $ | 23,726 | | | $ | 1,028 | | | $ | 10,940 | | | $ | 11,532 | | | $ | 1,461 | |
1 Balance of loans individually evaluated for impairment are partially guaranteed by the U.S. government.
The table below presents average balances and interest income recognized for impaired loans during the three and nine months ended September 30, 2022 and 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | September 30, 2022 | | September 30, 2021 | | September 30, 2022 | | September 30, 2021 |
(in thousands) | | Average Balance | | Interest Income | | Average Balance | | Interest Income | | Average Balance | | Interest Income | | Average Balance | | Interest Income |
Loans without a specific valuation allowance | | | | | | | | | | | | | | | | |
Commercial and industrial | | $ | 4,906 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,636 | | | $ | — | | | $ | 259 | | | $ | 9 | |
Owner-occupied commercial real estate | | 1,645 | | | — | | | 3,457 | | | — | | | 2,471 | | | — | | | 3,297 | | | — | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Single tenant lease financing | | — | | | — | | | 1,315 | | | — | | | — | | | — | | | 100 | | | 5 | |
| | | | | | | | | | | | | | | | |
Healthcare finance | | — | | | — | | | — | | | — | | | — | | | — | | | 336 | | | — | |
Small business lending(1) | | 2,167 | | | — | | | — | | | — | | | 1,288 | | | — | | | 1,005 | | | — | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Residential mortgage | | 3,711 | | | 9 | | | 2,267 | | | 15 | | | 3,550 | | | 26 | | | 2,138 | | | 28 | |
Home equity | | 15 | | | — | | | 14 | | | — | | | 14 | | | — | | | 13 | | | — | |
Other consumer | | 8 | | | — | | | 23 | | | — | | | 9 | | | — | | | 27 | | | — | |
Total | | 12,452 | | | 9 | | | 7,076 | | | 15 | | | 8,968 | | | 26 | | | 7,175 | | | 42 | |
Loans with a specific valuation allowance | | | | | | | | | | | | | | | | |
Commercial and industrial | | 350 | | | — | | | 690 | | | — | | | 456 | | | — | | | 677 | | | — | |
Owner-occupied commercial real estate | | — | | | — | | | — | | | — | | | — | | | — | | | 473 | | | — | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Single tenant lease financing | | — | | | — | | | 2,048 | | | — | | | 547 | | | — | | | 4,875 | | | — | |
| | | | | | | | | | | | | | | | |
Healthcare finance | | 660 | | | — | | | 956 | | | 37 | | | 826 | | | 45 | | | 809 | | | 73 | |
Small business lending(1) | | 1,827 | | | — | | | 1,203 | | | — | | | 1,611 | | | — | | | 401 | | | — | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Other consumer | | 199 | | | — | | | — | | | — | | | 66 | | | — | | | — | | | — | |
Total | | 3,036 | | | — | | | 4,897 | | | 37 | | | 3,506 | | | 45 | | | 7,235 | | | 73 | |
Total impaired loans | | $ | 15,488 | | | $ | 9 | | | $ | 11,973 | | | $ | 52 | | | $ | 12,474 | | | $ | 71 | | | $ | 14,410 | | | $ | 115 | |
1 Balance is partially guaranteed by the U.S. government.
The Company did not have any other real estate owned (“OREO”) as of September 30, 2022. The Company had $1.2 million in OREO as of December 31, 2021, which consisted of one commercial property. There were two loans totaling $0.2 million and one loan totaling $0.1 million in the process of foreclosure at September 30, 2022 and December 31, 2021, respectively.
Troubled Debt Restructurings
The loan portfolio includes TDRs, which are loans that have been modified to grant economic concessions to borrowers who have experienced financial difficulties. These concessions typically result from loss mitigation efforts and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are classified as nonperforming at the time of restructuring and typically are returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally not less than six consecutive months.
When loans are modified in a TDR, any possible impairment similar to other impaired loans is evaluated based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, or using the current fair value of the collateral, less selling costs, for collateral dependent loans. If it is determined that the value of the modified loan is less than the recorded balance of the loan, impairment is recognized through a specific allowance or charge-off to the allowance. In periods subsequent to modification, all TDRs, including those that have payment defaults, are evaluated for possible impairment, and impairment is recognized through the allowance.
In the course of working with troubled borrowers, the Company may choose to restructure the contractual terms of certain loans in an effort to work out an alternative payment schedule with the borrower in order to optimize the collectability of the loan. Any loan modification is reviewed by the Company to identify whether a TDR has occurred when the Company grants a concession to the borrower that it would not otherwise consider based on economic or legal reasons related to a borrower’s financial difficulties. Terms may be modified to fit the ability of the borrower to repay in line with its current financial status or the loan may be restructured to obtain additional collateral and/or guarantees to support the debt, or a combination of the two.
There were no loans classified as new TDRs during the three months ended September 30, 2022. There was one portfolio residential mortgage loan classified as a new TDR during the nine months ended September 30, 2022 with a pre-modification and post-modification outstanding recorded investment of $0.7 million. The Company did not allocate a specific allowance for that loan as of September 30, 2022. The modifications consisted of interest-only payments for a period of time. There was one portfolio residential mortgage loan classified as a new TDR during the three and nine months ended September 30, 2021 with a pre-modification and post-modification outstanding recorded investment of $0.8 million. The Company did not allocate a specific allowance for that loan as of September 30, 2021. The modifications consisted of interest-only payments for a period of time. There were no performing TDRs that had payment defaults within the twelve months following modification during the three and nine months ended September 30, 2022 and 2021, respectively.
Non-TDR Loan Modifications due to COVID-19
The “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus” was issued by our banking regulators on March 22, 2020. This guidance encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19.
Additionally, Section 4013 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) provides that loan modifications due to the impact of COVID-19 that would otherwise be classified as TDRs under GAAP will not be so classified. Modifications within the scope of this relief were in effect from the period beginning March 1, 2020 until the earlier of January 1, 2022 or 60 days after the date on which the national emergency related to the COVID-19 pandemic formally terminates. As of September 30, 2022, the Company had no loans as non-TDR loan modifications due to COVID-19.
Note 5: Premises and Equipment
The following table summarizes premises and equipment at September 30, 2022 and December 31, 2021.
| | | | | | | | | | | | | | |
(in thousands) | | September 30, 2022 | | December 31, 2021 |
Land | | $ | 5,598 | | | $ | — | |
Construction in process | | 5 | | | 57,469 | |
Right of use leased asset | | 244 | | | 208 | |
Building and improvements | | 55,226 | | | 1,090 | |
Furniture and equipment | | 19,424 | | | 7,800 | |
| | | | |
Less: accumulated depreciation | | (9,750) | | | (6,725) | |
Total | | $ | 70,747 | | | $ | 59,842 | |
On February 16, 2021, the Company entered into an agreement to sell its then headquarters (the “Prior Headquarters”) and certain equipment located in the Prior Headquarters to a third party. The sale was completed on April 16, 2021, and the Company recorded a gain on sale of $2.5 million. As a part of the sale agreement, the buyer agreed to lease the Prior Headquarters back to the Company through December 31, 2021. The Company vacated the Prior Headquarters at the end of the lease, on or prior to December 31, 2021.
Note 6: Goodwill
As of September 30, 2022 and December 31, 2021, the carrying amount of goodwill was $4.7 million. There have been no changes in the carrying amount of goodwill for the three and nine months ended September 30, 2022. Goodwill is assessed for impairment annually as of August 31, or more frequently if events occur or circumstances change that indicate an impairment may exist. When assessing goodwill for impairment, first, a qualitative assessment can be made to determine whether it is more likely than not that the estimated fair value of a reporting unit is less than its estimated carrying value. If the results of the qualitative assessment are not conclusive, a quantitative goodwill test is performed. Alternatively, a quantitative goodwill test can be performed without performing a qualitative assessment.
Goodwill was assessed for impairment using a qualitative test performed as of August 31, 2022. The estimated fair value of the reporting unit exceeded the net carrying value, and therefore no goodwill impairment existed as of that date.
Note 7: Servicing Asset
Activity for the servicing asset and the related changes in fair value for the three and nine months ended September 30, 2022 and 2021 are shown in the table below.
| | | | | | | | | | | | | | | | |
| | Three Months Ended |
(in thousands) | | September 30, 2022 | | September 30, 2021 | | |
Balance, beginning of period | | $ | 5,345 | | | $ | 4,120 | | | |
Additions: | | | | | | |
Originated and purchased servicing | | 783 | | | 566 | | | |
Subtractions | | | | | | |
Paydowns: | | (279) | | | (176) | | | |
Changes in fair value due to changes in valuation inputs or assumptions used in the valuation model | | (54) | | | (98) | | | |
Loan servicing asset revaluation | | $ | (333) | | | $ | (274) | | | |
Balance, end of period | | $ | 5,795 | | | $ | 4,412 | | | |
| | | | | | | | | | | | | | |
| | Nine Months Ended |
(in thousands) | | September 30, 2022 | | September 30, 2021 |
Balance, beginning of period | | $ | 4,702 | | | $ | 3,569 | |
Additions: | | | | |
Originated and purchased servicing | | 2,193 | | | 1,512 | |
Subtractions | | | | |
Paydowns: | | (888) | | | (500) | |
Changes in fair value due to changes in valuation inputs or assumptions used in the valuation model | | (212) | | | (169) | |
Loan servicing asset revaluation | | $ | (1,100) | | | $ | (669) | |
Balance, end of period | | $ | 5,795 | | | $ | 4,412 | |
Loans serviced for others are not included in the condensed consolidated balance sheets. The unpaid principal balances of these loans serviced for others as of September 30, 2022 and December 31, 2021 are shown in the table below.
| | | | | | | | | | | | | | | | | | | | |
| | | | |
(in thousands) | | September 30, 2022 | | December 31, 2021 | | | | | | |
Loan portfolios serviced for: | | | | | | | | | | |
SBA guaranteed loans | | $ | 285,736 | | | $ | 230,514 | | | | | | | |
| | | | | | | | | | |
Total | | $ | 285,736 | | | $ | 230,514 | | | | | | | |
| | | | | | | | | | |
Loan servicing revenue totaled $0.7 million and $1.9 million for the three and nine months ended September 30, 2022 and $0.5 million and $1.4 million for the three and nine months ended September 30, 2021, respectively. Loan servicing asset revaluation, which represents the change in fair value of the servicing asset, resulted in a $0.3 million and $1.1 million downward valuation for the three and nine months ended September 30, 2022, respectively, and a $0.3 million and $0.7 million downward valuation for the three and nine months ended September 30, 2021, respectively.
The fair value of servicing rights is highly sensitive to changes in underlying assumptions. Though fluctuations in prepayment speeds and changes in secondary market premiums generally have the most substantial impact on the fair value of servicing rights, other influencing factors include changing economic conditions, changes to the discount rate assumption and the weighted average life of the servicing portfolio. Measurement of fair value is limited to the conditions existing and the assumptions used as of a particular point in time; however, those assumptions may change over time. Refer to Note 11 - Fair Value of Financial Instruments for further details.
Note 8: Subordinated Debt
In September 2016, the Company issued $25.0 million aggregate principal amount of 6.0% Fixed-to-Floating Rate Subordinated Notes due 2026 (the “2026 Notes”) in a public offering. The 2026 Notes initially had a fixed interest rate of 6.0% per year to, but excluding September 30, 2021, and thereafter a floating rate equal to the then-current three-month LIBOR rate plus 485 basis points. All interest on the 2026 Notes was payable quarterly. The 2026 Notes were scheduled to mature on September 30, 2026. The 2026 Notes were unsecured subordinated obligations of the Company eligible to be repaid, without penalty, on any interest payment date on or after September 30, 2021. The 2026 Notes were intended to qualify as Tier 2 capital under regulatory guidelines. The Company redeemed the 2026 Notes in full on September 30, 2021.
In June 2019, the Company issued $37.0 million aggregate principal amount of 6.0% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “2029 Notes”) in a public offering. The 2029 Notes initially bear a fixed interest rate of 6.0% per year to, but excluding, June 30, 2024, and thereafter a floating rate equal to the then-current benchmark rate (initially three-month LIBOR rate plus 4.11%). All interest on the 2029 Notes is payable quarterly. The 2029 Notes are scheduled to mature on June 30, 2029. The 2029 Notes are unsecured subordinated obligations of the Company and may be repaid, without penalty, on any interest payment date on or after June 30, 2024. The 2029 Notes are intended to qualify as Tier 2 capital under regulatory guidelines.
In October 2020, the Company entered into a term loan in the principal amount of $10.0 million evidenced by a term note due 2030 (the “2030 Note”). The 2030 Note initially bears a fixed interest rate of 6.0% per year to, but excluding, November 1, 2025 and thereafter at a floating rate equal to the then-current benchmark rate (initially the then current three-month term secured overnight financing rate (“Term SOFR”) plus 5.795%). The 2030 Note is an unsecured subordinated obligation of the Company and may be repaid, without penalty, on any interest payment date on or after November 1, 2025. The 2030 Note is intended to qualify as Tier 2 capital under regulatory guidelines. The Company used the net proceeds from the issuance of the 2030 Note to redeem a subordinated term note that had been entered into in October 2015.
In August 2021, the Company issued $60.0 million aggregate principal amount of 3.75% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “2031 Notes”) in a private placement. The 2031 Notes initially bear a fixed interest rate of 3.75% per year to, but excluding, September 1, 2026, and thereafter a floating rate equal to the then-current benchmark rate (initially three-month Term SOFR plus 3.11%). The 2031 Notes are scheduled to mature on September 1, 2031. The 2031 Notes are unsecured subordinated obligations of the Company and may be repaid, without penalty, on any interest payment date on or after September 1, 2026. The 2031 Notes are intended to qualify as Tier 2 capital under regulatory guidelines. The Company used a portion of the net proceeds from the issuance of the 2031 Notes to redeem the 2026 Notes. Pursuant to the terms of a Registration Rights Agreement between the Company and the initial purchasers of the 2031 Notes, the Company offered to exchange the 2031 Notes for subordinated notes that are registered under the Securities Act of 1933, as amended, and have substantially the same terms as the 2031 Notes. On December 30, 2021, we completed an exchange of $59.3 million principal amount of the unregistered 2031 Notes for registered 2031 Notes in satisfaction of our obligations under the registration rights agreement. Holders of $0.7 million of unregistered 2031 Notes did not participate in the exchange.
The following table presents the principal balance and unamortized debt issuance costs for the 2029 Notes, the 2030 Notes, and the 2031 Notes as of September 30, 2022 and December 31, 2021.
| | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2022 | | December 31, 2021 |
(in thousands) | Principal | | Unamortized Debt Issuance Costs | | Principal | | Unamortized Debt Issuance Costs |
| | | | | | | |
2029 Notes | $ | 37,000 | | | $ | (1,060) | | | $ | 37,000 | | | $ | (1,178) | |
2030 Notes | 10,000 | | | (190) | | | 10,000 | | | (208) | |
2031 Notes | 60,000 | | | (1,294) | | | 60,000 | | | (1,383) | |
| | | | | | | |
| | | | | | | |
Total | $ | 107,000 | | | $ | (2,544) | | | $ | 107,000 | | | $ | (2,769) | |
Note 9: Benefit Plans
Employment Agreements
The Company is party to certain employment agreements with each of its Chief Executive Officer, President and Chief Operating Officer and Executive Vice President and Chief Financial Officer. The employment agreements each provide for annual base salaries and annual bonuses, if any, as determined from time to time by the Compensation Committee of our Board of Directors. The annual bonuses are to be determined with reference to the achievement of annual performance objectives established by the Compensation Committee. The agreements also provide that each of the Chief Executive Officer, President and Chief Operating Officer and Executive Vice President and Chief Financial Officer, may be awarded additional compensation, benefits, or consideration as the Compensation Committee may determine.
The agreements also provide for the continuation of salary and certain other benefits for a specified period of time upon termination of employment under certain circumstances, including resignation for “good reason” or termination by the Company without “cause” at any time or any termination of employment within twelve months following a “change in control,” along with other specific conditions.
2022 Equity Incentive Plan
The First Internet Bancorp 2022 Equity Incentive Plan (the “2022 Plan”) was approved by our Board of Directors and ratified by our shareholders on May 16, 2022. The plan permits awards of incentive and non-statutory stock options, stock appreciation rights, restricted stock awards, stock unit awards, performance awards and other stock-based awards. All employees, consultants, and advisors of the Company or any subsidiary, as well as all non-employee directors of the Company, are eligible to receive awards under the 2022 Plan. The 2022 Plan initially authorized the issuance of 400,000 new shares of the Company’s common stock plus all shares of common stock that remained available for future grants under the First Internet Bancorp 2013 Equity Incentive Plan (the “2013 Plan”).
Award Activity Under 2022 Plan
The Company recorded less than $0.1 million of share-based compensation expense for both the three and nine months ended September 30, 2022, related to stock-based awards under the 2022 Plan.
The following table summarizes the stock-based award activity under the 2022 Plan for the nine months ended September 30, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Restricted Stock Units | | Weighted-Average Grant Date Fair Value Per Share | | Restricted Stock Awards | | Weighted-Average Grant Date Fair Value Per Share | | Deferred Stock Units | | Weighted-Average Grant Date Fair Value Per Share |
Unvested at December 31, 2021 | — | | | $ | — | | | — | | | $ | — | | | — | | | $ | — | |
Granted | — | | | — | | | 4,151 | | | 36.84 | | | — | | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Unvested at September 30, 2022 | — | | | $ | — | | | 4,151 | | | $ | 36.84 | | | — | | | $ | — | |
At September 30, 2022, the total unrecognized compensation cost related to unvested stock-based awards was 0.1 million with a weighted-average expense recognition period of 0.6 years.
2013 Equity Incentive Plan
The 2013 Plan authorized the issuance of 750,000 shares of the Company’s common stock in the form of stock-based awards to employees, directors, and other eligible persons. Although outstanding stock-based awards under the 2013 Plan remain in place according to their terms, our authority to grant new awards under the 2013 Plan terminated upon shareholder approval of the 2022 Plan.
Award Activity Under 2013 Plan
The Company recorded $0.4 million and $2.0 million of share-based compensation expense for the three and nine months ended September 30, 2022, respectively, related to stock-based awards under the 2013 Plan. The Company recorded $0.6 million and $1.8 million of share-based compensation expense for the three and nine months ended September 30, 2021, related to stock-based awards under the 2013 Plan.
The following table summarizes the stock-based award activity under the 2013 Plan for the nine months ended September 30, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Restricted Stock Units | | Weighted-Average Grant Date Fair Value Per Share | | Restricted Stock Awards | | Weighted-Average Grant Date Fair Value Per Share | | Deferred Stock Units | | Weighted-Average Grant Date Fair Value Per Share |
Unvested at December 31, 2021 | 112,822 | | | $ | 28.18 | | | — | | | $ | — | | | — | | | $ | — | |
Granted | 41,662 | | | 46.67 | | | 9,954 | | | 52.64 | | | 3 | | | 41.87 | |
Cancelled/Forfeited | (5,441) | | | 36.68 | | | (644) | | | 52.64 | | | — | | | — | |
Vested | (23,256) | | | 24.62 | | | (7,378) | | | 52.64 | | | (3) | | | 41.87 | |
| | | | | | | | | | | |
Unvested at September 30, 2022 | 125,787 | | | $ | 34.59 | | | 1,932 | | | $ | 52.64 | | | — | | | $ | — | |
At September 30, 2022, the total unrecognized compensation cost related to unvested stock-based awards was $2.1 million with a weighted-average expense recognition period of 1.8 years.
Directors Deferred Stock Plan
Until January 2014, the Company had a practice of granting awards under a stock compensation plan for members of the Board of Directors (“Directors Deferred Stock Plan”). The Company reserved 180,000 shares of common stock that could have been issued pursuant to the Directors Deferred Stock Plan. The Directors Deferred Stock Plan provided directors the option to elect to receive up to 100% of their annual retainer in either common stock or deferred stock rights. Deferred stock rights were to be settled in common stock following the end of the deferral period payable on the basis of one share of common stock for each deferred stock right.
The following table summarizes the status of deferred stock rights related to the Directors Deferred Stock Plan for the nine months ended September 30, 2022.
| | | | | | | | | |
| | Deferred Stock Rights | |
Outstanding, beginning of period | | 84,536 | | |
Granted | | 322 | | |
Exercised | | — | | |
Outstanding, end of period | | 84,858 | | |
All deferred stock rights granted during the 2022 period were additional rights issued in lieu of cash dividends payable on outstanding deferred stock rights.
Note 10: Commitments and Credit Risk
In the normal course of business, the Company makes various commitments to extend credit which are not reflected in the accompanying condensed consolidated financial statements. At September 30, 2022 and December 31, 2021, the Company had outstanding loan commitments totaling approximately $508.6 million and $324.3 million, respectively.
Capital Commitments
Capital expenditures contracted for at the balance sheet date but not yet recognized in the financial statements are associated with the construction of the building where our corporate headquarters is located, along with an attached parking garage. The Company has entered into construction-related contracts in the amount of $69.2 million. As of September 30, 2022, $6.1 million of such contract commitments had not yet been incurred. These commitments are due within one year.
Note 11: Fair Value of Financial Instruments
ASC Topic 820, Fair Value Measurement, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1 Quoted prices in active markets for identical assets or liabilities
Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying condensed consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.
Available-for-Sale Securities
Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid mutual funds. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.
Level 2 securities include U.S. Government-sponsored agencies, municipal securities, mortgage- and asset-backed securities and corporate securities. Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for specific investment securities but also on the investment securities’ relationship to other benchmark quoted investment securities.
In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. Fair values are calculated using discounted cash flows. Discounted cash flows are calculated based off of the anticipated future cash flows updated to incorporate loss severities. Rating agency and industry research reports as well as default and deferral activity are reviewed and incorporated into the calculation. The Company did not own any securities classified within Level 3 of the hierarchy as of September 30, 2022 or December 31, 2021.
Loans Held-for-Sale (mandatory pricing agreements)
The fair value of loans held-for-sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan (Level 2).
Servicing Asset
Fair value is based on a loan-by-loan basis taking into consideration the original maturity of the loans, the current age of the loans and the remaining term to maturity. The valuation methodology utilized for the servicing assets begins with generating estimated future cash flows for each servicing asset, based on their unique characteristics and market-based assumptions for prepayment speeds and costs to service. The present value of the future cash flows is then calculated utilizing market-based discount rate assumptions (Level 3).
Interest Rate Swap Agreements
The fair value of interest rate swap agreements is estimated using current market interest rates as of the balance sheet date and calculated using discounted cash flows that are observable or that can be corroborated by observable market data (Level 2).
Forward Contracts
The fair values of forward contracts on to-be-announced securities are determined using quoted prices in active markets or benchmarked thereto (Level 1).
Interest Rate Lock Commitments
The fair values of interest rate lock commitments (“IRLCs”) are determined using the projected sale price of individual loans based on changes in market interest rates, projected pull-through rates (the probability that an IRLC will ultimately result in an originated loan), the reduction in the value of the applicant’s option due to the passage of time, and the remaining origination costs to be incurred based on management’s estimate of market costs (Level 3).
The following tables present the fair value measurements of assets and liabilities recognized in the accompanying condensed consolidated balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2022 and December 31, 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | September 30, 2022 Fair Value Measurements Using |
(in thousands) | | Fair Value | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
U.S. Government-sponsored agencies | | $ | 36,329 | | | $ | — | | | $ | 36,329 | | | $ | — | |
Municipal securities | | 63,537 | | | — | | | 63,537 | | | — | |
Agency mortgage-backed securities - residential | | 219,191 | | | — | | | 219,191 | | | — | |
Agency mortgage-backed securities - commercial | | 16,522 | | | — | | | 16,522 | | | — | |
Private label mortgage-backed securities - residential | | 11,041 | | | — | | | 11,041 | | | — | |
Asset-backed securities | | 4,884 | | | — | | | 4,884 | | | — | |
Corporate securities | | 42,061 | | | — | | | 42,061 | | | — | |
| | | | | | | | |
Total available-for-sale securities | | $ | 393,565 | | | $ | — | | | $ | 393,565 | | | $ | — | |
Loans held-for-sale (mandatory pricing agreements) | | 9,677 | | | — | | | 9,677 | | | — | |
Servicing asset | | 5,795 | | | — | | | — | | | 5,795 | |
Interest rate swap assets | | 8,978 | | | — | | | 8,978 | | | — | |
| | | | | | | | |
Forward contracts | | 1,006 | | | 1,006 | | | — | | | — | |
IRLCs | | (388) | | | — | | | — | | | (388) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | December 31, 2021 Fair Value Measurements Using |
(in thousands) | | Fair Value | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
U.S. Government-sponsored agencies | | $ | 49,040 | | | $ | — | | | $ | 49,040 | | | $ | — | |
Municipal securities | | 77,033 | | | — | | | 77,033 | | | — | |
Agency mortgage-backed securities - residential | | 373,236 | | | — | | | 373,236 | | | — | |
Agency mortgage-backed securities - commercial | | 36,326 | | | — | | | 36,326 | | | — | |
Private label mortgage-backed securities - residential | | 16,021 | | | — | | | 16,021 | | | — | |
Asset-backed securities | | 5,004 | | | — | | | 5,004 | | | — | |
Corporate securities | | 46,384 | | | — | | | 46,384 | | | — | |
| | | | | | | | |
Total available-for-sale securities | | $ | 603,044 | | | $ | — | | | $ | 603,044 | | | $ | — | |
Loans held-for-sale (mandatory pricing agreements) | | 23,233 | | | — | | | 23,233 | | | — | |
Servicing asset | | 4,702 | | | — | | | — | | | 4,702 | |
| | | | | | | | |
Interest rate swap agreements | | (14,271) | | | — | | | (14,271) | | | — | |
Forward contracts | | (30) | | | (30) | | | — | | | — | |
IRLCs | | 718 | | | — | | | — | | | 718 | |
The following tables reconcile the beginning and ending balances of recurring fair value measurements recognized in the accompanying condensed consolidated balance sheets using significant unobservable (Level 3) inputs for the three and nine months ended September 30, 2022 and 2021.
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| | | | Three Months Ended |
(in thousands) | | | | Servicing Asset | | Interest Rate Lock Commitments |
Balance, July 1, 2022 | | | | $ | 5,345 | | | $ | 462 | |
Total realized gains | | | | | | |
Additions: | | | | | | |
Originated and purchased servicing | | | | 783 | | | — | |
Subtractions: | | | | | | |
Paydowns | | | | (279) | | | — | |
Change in fair value | | | | (54) | | | (850) | |
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Balance, September 30, 2022 | | | | $ | 5,795 | | | $ | (388) | |
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Balance as of July 1, 2021 | | | | $ | 4,120 | | | $ | 818 | |
Total realized gains | | | | | | |
Additions: | | | | | | |
Originated and purchased servicing | | | | 566 | | | — | |
Subtractions: | | | | | | |
Paydowns | | | | (176) | | | — | |
Change in fair value | | | | (98) | | | 22 | |
Balance, September 30, 2021 | | | | $ | 4,412 | | | $ | 840 | |
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| | | | Nine Months Ended |
(in thousands) | | | | Servicing Asset | | Interest Rate Lock Commitments |
Balance, January 1, 2022 | | | | $ | 4,702 | | | $ | 718 | |
Total realized gains | | | | | | |
Additions: | | | | | | |
Originated and purchased servicing | | | | 2,193 | | | — | |
Subtractions: | | | | | | |
Paydowns | | | | (888) | | | — | |
Change in fair value | | | | (212) | | | (1,106) | |
Balance, September 30, 2022 | | | | $ | 5,795 | | | $ | (388) | |
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Balance as of January 1, 2021 | | | | $ | 3,569 | | | $ | 3,361 | |
Total realized gains | | | | | | |
Additions: | | | | | | |
Originated and purchased servicing | | | | 1,512 | | | — | |
Subtractions: | | | | | | |
Paydowns | | | | (500) | | | — | |
Change in fair value | | | | (169) | | | (2,521) | |
Balance, September 30, 2021 | | | | $ | 4,412 | | | $ | 840 | |
The following describes the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis, as well as the general classification of such assets pursuant to the valuation hierarchy.
Impaired Loans (Collateral Dependent)
Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment. The amount of impairment may be determined based on the fair value of the underlying collateral, less costs to sell, the estimated present value of future cash flows or the loan’s observable market price.
If the impaired loan is identified as collateral dependent, the fair value of the underlying collateral, less costs to sell, is used to measure impairment. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. If the impaired loan is not collateral dependent, the Company utilizes a discounted cash flow analysis to measure impairment.
Impaired loans with a specific valuation allowance based on the value of the underlying collateral or a discounted cash flow analysis are classified as Level 3 assets.
The following table presents the fair value measurements of assets and liabilities recognized in the accompanying condensed consolidated balance sheets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurement falls at September 30, 2022 and December 31, 2021.
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| | | | September 30, 2022 |
(in thousands) | | | | Fair Value Measurements Using |
| | Fair Value | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
Impaired loans | | $ | 1,134 | | | $ | — | | | $ | — | | | $ | 1,134 | |
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| | | | December 31, 2021 |
(in thousands) | | | | Fair Value Measurements Using |
| | Fair Value | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
Impaired loans | | $ | 1,228 | | | $ | — | | | $ | — | | | $ | 1,228 | |
Significant Unobservable (Level 3) Inputs
The following tables present quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements.
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(dollars in thousands) | | Fair Value at September 30, 2022 | | Valuation Technique | | Significant Unobservable Inputs | | Range | | Weighted-Average Range |
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Impaired loans | | $ | 1,134 | | | Fair value of collateral | | Discount for type of property and current market conditions | | 10% | | 10% |
IRLCs | | (388) | | | Discounted cash flow | | Loan closing rates | | 25% - 100% | | 81% |
Servicing asset | | 5,795 | | | Discounted cash flow | | Prepayment speeds
Discount rate | | 0% - 25%
12% | | 14.6%
12% |
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(dollars in thousands) | | Fair Value at December 31, 2021 | | Valuation Technique | | Significant Unobservable Inputs | | Range | | Weighted-Average Range |
Impaired loans | | $ | 1,228 | | | Fair value of collateral | | Discount for type of property and current market conditions | | 0% - 35% | | 10.1% |
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IRLCs | | 718 | | | Discounted cash flow | | Loan closing rates | | 42% - 100% | | 89% |
Servicing asset | | 4,702 | | | Discounted cash flow | | Prepayment speeds
Discount rate | | 0% - 25%
10% | | 12.5%
10% |
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The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying condensed consolidated balance sheets at amounts other than fair value.
Cash and Cash Equivalents
For these instruments, the carrying amount is a reasonable estimate of fair value.
Securities Held-to-Maturity
Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid mutual funds. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.
Level 2 securities include municipal securities and corporate securities. Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for
specific investment securities but also on the investment securities’ relationship to other benchmark quoted investment securities.
In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. Fair values are calculated using discounted cash flows. Discounted cash flows are calculated based off of the anticipated future cash flows updated to incorporate loss severities. Rating agency and industry research reports as well as default and deferral activity are reviewed and incorporated into the calculation. The Company did not own any securities classified within Level 3 of the hierarchy as of September 30, 2022 or December 31, 2021.
Loans Held-for-Sale (best efforts pricing agreements)
The fair value of these loans approximates carrying value.
Loans
The fair value of loans is estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors.
Accrued Interest Receivable
The fair value of these financial instruments approximates carrying value.
Federal Home Loan Bank of Indianapolis Stock
The fair value approximates carrying value.
Deposits
The fair value of noninterest-bearing and interest-bearing demand deposits, savings and money market accounts approximates carrying value. The fair value of fixed maturity certificates of deposit and brokered deposits are estimated using rates currently offered for deposits of similar remaining maturities.
Advances from Federal Home Loan Bank
The fair value of fixed rate advances is estimated using rates currently available for advances with similar remaining maturities. The carrying value of variable rate advances approximates fair value.
Subordinated Debt
The fair value of the Company’s publicly traded subordinated debt is obtained from quoted market prices. The fair value of the Company’s remaining subordinated debt is estimated using discounted cash flow analysis, based on current borrowing rates for similar types of debt instruments.
Accrued Interest Payable
The fair value of these financial instruments approximates carrying value.
Commitments
The fair value of commitments to extend credit are based on fees currently charged to enter into similar agreements with similar maturities and interest rates. The Company determined that the fair value of commitments was zero based on the contractual value of outstanding commitments at each of September 30, 2022 and December 31, 2021.
The following tables present the carrying value and estimated fair value of all financial assets and liabilities that are not measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021.
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| | September 30, 2022 Fair Value Measurements Using |
(in thousands) | | Carrying Amount | | Fair Value | | Quoted Prices In Active Market for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
Cash and cash equivalents | | $ | 221,052 | | | $ | 221,052 | | | $ | 221,052 | | | $ | — | | | $ | — | |
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Securities held-to-maturity | | 191,057 | | | 169,977 | | | — | | | 169,977 | | | — | |
Loans held-for-sale (best efforts pricing agreements) | | 13,426 | | | 13,426 | | | — | | | 13,426 | | | — | |
Net loans | | 3,226,040 | | | 3,027,916 | | | — | | | — | | | 3,027,916 | |
Accrued interest receivable | | 16,918 | | | 16,918 | | | 16,918 | | | — | | | — | |
Federal Home Loan Bank of Indianapolis stock | | 28,350 | | | 28,350 | | | — | | | 28,350 | | | — | |
Deposits | | 3,192,644 | | | 3,056,730 | | | 1,910,715 | | | — | | | 1,146,015 | |
Advances from Federal Home Loan Bank | | 589,926 | | | 545,824 | | | — | | | 545,824 | | | — | |
Subordinated debt | | 104,456 | | | 104,544 | | | 34,425 | | | 70,119 | | | — | |
Accrued interest payable | | 1,887 | | | 1,887 | | | 1,887 | | | — | | | — | |
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| | December 31, 2021 Fair Value Measurements Using |
(in thousands) | | Carrying Amount | | Fair Value | | Quoted Prices In Active Market for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
Cash and cash equivalents | | $ | 442,960 | | | $ | 442,960 | | | $ | 442,960 | | | $ | — | | | $ | — | |
| | | | | | | | | | |
Securities held-to-maturity | | 59,565 | | | 61,468 | | | — | | | 61,468 | | | — | |
Loans held-for-sale (best efforts pricing agreements) | | 24,512 | | | 24,512 | | | — | | | 24,512 | | | — | |
Net loans | | 2,859,821 | | | 2,880,024 | | | — | | | — | | | 2,880,024 | |
Accrued interest receivable | | 16,037 | | | 16,037 | | | 16,037 | | | — | | | — | |
Federal Home Loan Bank of Indianapolis stock | | 25,650 | | | 25,650 | | | — | | | 25,650 | | | — | |
Deposits | | 3,178,959 | | | 3,190,000 | | | 1,909,432 | | | — | | | 1,280,568 | |
Advances from Federal Home Loan Bank | | 514,922 | | | 526,143 | | | — | | | 526,143 | | | — | |
Subordinated debt | | 104,231 | | | 108,788 | | | 38,643 | | | 70,145 | | | — | |
Accrued interest payable | | 2,018 | | | 2,018 | | | 2,018 | | | — | | | — | |
Note 12: Mortgage Banking Activities
The Company’s residential real estate lending business originates mortgage loans for customers and typically sells a majority of the originated loans into the secondary market. For most of the mortgages it sells in the secondary market, the Company hedges its mortgage banking pipeline by entering into forward contracts for the future delivery of mortgage loans to third party investors and entering into IRLCs with potential borrowers to fund specific mortgage loans that will be sold into the secondary market. To facilitate the hedging of the loans, the Company has elected the fair value option for loans originated and intended for sale in the secondary market under mandatory pricing agreements. Changes in the fair value of loans held-for-sale, IRLCs and forward contracts are recorded in the mortgage banking activities line item within noninterest income. Refer to Note 13 for further information on derivative financial instruments.
During the three months ended September 30, 2022 and 2021, the Company originated mortgage loans held-for-sale of $85.1 million and $198.3 million, respectively, and sold $95.0 million and $186.1 million of mortgage loans, respectively, into the secondary market. During the nine months ended September 30, 2022 and 2021, the Company originated mortgage loans held-for-sale of $343.3 million and $585.5 million, respectively, and sold $365.3 million and $579.2 million of mortgage loans, respectively, into the secondary market.
The following table presents the components of income from mortgage banking activities for the three and nine months ended September 30, 2022 and 2021.
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
(in thousands) | 2022 | | 2021 | | 2022 | | 2021 |
Gain on loans sold | $ | 1,178 | | | $ | 3,244 | | | $ | 5,119 | | | $ | 14,550 | |
Gain (loss) resulting from the change in fair value of loans held-for-sale | (450) | | | 110 | | | (599) | | | (854) | |
Gain (loss) resulting from the change in fair value of derivatives | 143 | | | 496 | | | (66) | | | (1,422) | |
Net revenue from mortgage banking activities | $ | 871 | | | $ | 3,850 | | | $ | 4,454 | | | $ | 12,274 | |
Fluctuations in interest rates and changes in IRLC and loan volume within the mortgage banking pipeline may cause volatility in the fair value of loans held-for-sale and the fair value of derivatives used to hedge the mortgage banking pipeline.
Note 13: Derivative Financial Instruments
The Company uses derivative financial instruments to help manage exposure to interest rate risk and the effects that changes in interest rates may have on net income and the fair value of assets and liabilities. The Company enters into interest rate swap agreements as part of its asset/liability management strategy to help manage its interest rate risk position. Additionally, the Company enters into forward contracts for the future delivery of mortgage loans to third-party investors and enters into IRLCs with potential borrowers to fund specific mortgage loans that will be sold into the secondary market. The forward contracts are entered into in order to economically hedge the effect of changes in interest rates resulting from the Company’s commitment to fund the loans.
The Company had various interest rate swap agreements designated and qualifying as accounting hedges during the reported periods. Designating an interest rate swap as an accounting hedge allows the Company to recognize gains and losses in the condensed consolidated statements of income within the same period that the hedged item affects earnings. The Company includes the gain or loss on the hedged items in the same line item as the offsetting loss or gain on the related interest rate swaps. For derivative instruments that are designated and qualify as cash flow hedges, any gains or losses related to changes in fair value are recorded in accumulated other comprehensive loss, net of tax. The fair value of interest rate swaps with a positive fair value are reported in accrued income and other assets in the condensed consolidated balance sheets, while interest rate swaps with a negative fair value are reported in accrued expenses and other liabilities in the condensed consolidated balance sheets.
The IRLCs and forward contracts are not designated as accounting hedges and are recorded at fair value with changes in fair value reflected in noninterest income on the condensed consolidated statements of income. The fair value of derivative instruments with a positive fair value are reported in accrued income and other assets in the condensed consolidated balance sheets, while derivative instruments with a negative fair value are reported in accrued expenses and other liabilities in the condensed consolidated balance sheets.
The following table presents amounts that were recorded on the condensed consolidated balance sheets related to cumulative basis adjustments for interest rate swap derivatives designated as fair value accounting hedges as of September 30, 2022 and December 31, 2021.
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(in thousands) | | Carrying amount of the hedged asset | | Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged assets |
Line item in the condensed consolidated balance sheets in which the hedged item is included | | September 30, 2022 | | December 31, 2021 | | September 30, 2022 | | December 31, 2021 |
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Securities available-for-sale (1) | | $ | 69,050 | | | $ | 75,156 | | | $ | (2,106) | | | $ | 1,729 | |
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(1) These amounts include the amortized cost basis of closed portfolios used to designate hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. The designated hedged items were $50.0 million at both September 30, 2022 and December 31, 2021.
The following tables present a summary of interest rate swap derivatives designated as fair value accounting hedges of fixed-rate receivables used in the Company’s asset/liability management activities at September 30, 2022 and December 31, 2021, identified by the underlying interest rate-sensitive instruments.
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(dollars in thousands) September 30, 2022 | | Notional Value | | Weighted- Average Remaining Maturity (years) | | | | Weighted-Average Ratio |
Instruments Associated With | | | | Fair Value | | Receive | | Pay |
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Securities available-for-sale | | $ | 50,000 | | | 2.1 | | $ | 2,094 | | | 3-month LIBOR | | 2.33 | % |
Total at September 30, 2022 | | $ | 50,000 | | | 2.1 | | $ | 2,094 | | | 3-month LIBOR | | 2.33 | % |
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(dollars in thousands)
December 31, 2021 | | Notional Value | | Weighted- Average Remaining Maturity (years) | | | | Weighted-Average Ratio | |
Instruments Associated With | | | | Fair Value | | Receive | | Pay | |
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Securities available-for-sale | | $ | 50,000 | | | 2.8 | | $ | (1,731) | | | 3-month LIBOR | | 2.33 | % | |
Total at December 31, 2021 | | $ | 50,000 | | | 2.8 | | $ | (1,731) | | | 3-month LIBOR | | 2.33 | % | |
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In March 2021, the Company terminated the last layer of interest rate swaps associated with available-for-sale agency mortgage-backed securities - residential, which resulted in swap termination payments to counterparties totaling $1.9 million. The corresponding fair value hedging adjustment was allocated pro-rata to the underlying hedged securities and is being amortized over the remaining lives of the designated securities. During the three and nine months ended September 30, 2022, amortization expense totaling $0.1 million and $0.2 million, respectively, was recognized as a reduction to interest income on securities.
In June 2020, the Company terminated all fair value hedging relationships associated with loans, which resulted in swap termination payments to counterparties totaling $46.1 million. The corresponding loan fair value hedging adjustment as of the date of termination is being amortized over the remaining lives of the designated loans, which have a weighted average term to maturity of 11.5 years as of September 30, 2022. Amortization expense totaling $1.5 million and $3.6 million, for the three and nine months ended September 30 2022, respectively, and $1.5 million and $3.8 million, for the three and nine months ended September 30, 2021 respectively, related to these previously terminated fair value hedges was recognized as a reduction to interest income on loans.
The following tables present a summary of interest rate swap derivatives designated as cash flow accounting hedges of variable-rate liabilities used in the Company’s asset/liability management activities at September 30, 2022 and December 31, 2021.
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(dollars in thousands) September 30, 2022 | | Notional | | Weighted- Average Remaining Maturity | | | | Weighted-Average Ratio |
Cash Flow Hedges | | Value | | (years) | | Fair Value | | Receive | | Pay |
Interest rate swaps | | $ | 110,000 | | | 4.34 | | $ | 5,242 | | | 3-month LIBOR | | 2.88 | % |
Interest rate swaps | | 60,000 | | | 0.89 | | 730 | | | 1-month LIBOR | | 2.88 | % |
Interest rate swaps | | 40,000 | | | 1.67 | | 912 | | | Fed Funds Effective | | 2.78 | % |
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(dollars in thousands)
December 31, 2021 | | Notional | | Weighted- Average Remaining Maturity | | | | Weighted-Average Ratio |
Cash Flow Hedges | | Value | | (years) | | Fair Value | | Receive | | Pay |
Interest rate swaps | | $ | 110,000 | | | 5.1 | | $ | (8,560) | | | 3-month LIBOR | | 2.88 | % |
Interest rate swaps | | 100,000 | | | 2.0 | | (3,980) | | | 1-month LIBOR | | 2.88 | % |
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These derivative financial instruments were entered into for the purpose of managing the interest rate risk of certain assets and liabilities. As of September 30, 2022 the Company had no pledged cash collateral compared to $15.7 million, as of December 31, 2021. Cash collateral is pledged to counterparties on interest rate swap agreements as security for its obligations related to these agreements. Collateral posted and received is dependent on the market valuation of the underlying hedges.
The following table presents the notional amount and fair value of interest rate swaps, IRLCs and forward contracts utilized by the Company at September 30, 2022 and December 31, 2021.
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| | September 30, 2022 | | December 31, 2021 |
(in thousands) | | Notional Amount | | Fair Value | | Notional Amount | | Fair Value |
Asset Derivatives | | | | | | | | |
Derivatives designated as hedging instruments | | | | | | | | |
Interest rate swaps associated with securities available-for-sale | | $ | 50,000 | | | $ | 2,094 | | | $ | — | | | $ | — | |
Interest rate swaps associated with variable-rate liabilities | | 210,000 | | | 6,884 | | | — | | | — | |
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Derivatives not designated as hedging instruments | | | | | | | | |
IRLCs | | — | | | — | | | 62,789 | | | 718 | |
Forward contracts | | 27,750 | | | 1,006 | | | — | | | — | |
Total contracts | | $ | 287,750 | | | $ | 9,984 | | | $ | 62,789 | | | $ | 718 | |
Liability Derivatives | | | | | | | | |
Derivatives designated as hedging instruments | | | | | | | | |
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Interest rate swaps associated with securities available-for-sale | | $ | — | | | $ | — | | | $ | 50,000 | | | $ | (1,731) | |
Interest rate swaps associated with variable-rate liabilities | | — | | | — | | | 210,000 | | | (12,540) | |
Derivatives not designated as hedging instruments | | | | | | | | |
Forward contracts | | — | | | — | | | 72,750 | | | (30) | |
IRLCs | | 31,202 | | | (388) | | | — | | | — | |
Total contracts | | $ | 31,202 | | | $ | (388) | | | $ | 332,750 | | | $ | (14,301) | |
The fair value of interest rate swaps was estimated using a discounted cash flow method that incorporates current market interest rates as of the balance sheet date. Fair values of IRLCs and forward contracts were estimated using changes in mortgage interest rates from the date the Company entered into the IRLC and the balance sheet date.
The following table presents the effects of the Company’s cash flow hedge relationships on the condensed consolidated statements of comprehensive income during the three and nine months ended September 30, 2022 and 2021.
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| | Amount of Gain Recognized in Other Comprehensive Income (Loss) in The Three Months Ended | | Amount of Gain Recognized in Other Comprehensive Income (Loss) in The Nine Months Ended |
(in thousands) | | September 30, 2022 | | September 30, 2021 | | September 30, 2022 | | September 30, 2021 |
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Interest rate swap agreements | | $ | 6,058 | | | $ | 1,439 | | | $ | 19,424 | | | $ | 7,665 | |
The following table summarizes the periodic changes in the fair value of derivatives not designated as hedging instruments on the condensed consolidated statements of income for the three and nine ended September 30, 2022 and 2021.
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| | Amount of Gain / (Loss) Recognized in the Three Months Ended | | Amount of Gain / (Loss) Recognized in the Nine Months Ended |
(in thousands) | | September 30, 2022 | | September 30, 2021 | | September 30, 2022 | | September 30, 2021 |
Asset Derivatives | | | | | | | | |
Derivatives not designated as hedging instruments | | | | | | | | |
IRLCs | | $ | — | | | $ | — | | | $ | — | | | $ | (2,519) | |
Forward contracts | | 993 | | | — | | | 1,036 | | | — | |
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Liability Derivatives | | | | | | | | |
Derivatives not designated as hedging instruments | | | | | | | | |
IRLCs | | $ | (850) | | | $ | 22 | | | $ | (1,102) | | | $ | — | |
Forward contracts | | — | | | 474 | | | — | | | 1,097 | |
The following table presents the effects of the Company’s interest rate swap agreements on the condensed consolidated statements of income during the three and nine months ended September 30, 2022 and 2021.
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(in thousands)
Line item in the condensed consolidated statements of income | | Three Months Ended | | Nine Months Ended |
| September 30, 2022 | | September 30, 2021 | | September 30, 2022 | | September 30, 2021 |
Interest income | | | | | | | | |
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Securities - taxable | | $ | — | | | $ | — | | | $ | — | | | $ | (253) | |
Securities - non-taxable | | (7) | | | (280) | | | (442) | | | (817) | |
Total interest income | | (7) | | | (280) | | | (442) | | | (1,070) | |
Interest expense | | | | | | | | |
Deposits | | 159 | | | 702 | | | 1,338 | | | 2,072 | |
Other borrowed funds | | 168 | | | 774 | | | 1,355 | | | 2,258 | |
Total interest expense | | 327 | | | 1,476 | | | 2,693 | | | 4,330 | |
Net interest income | | $ | (334) | | | $ | (1,756) | | | $ | (3,135) | | | $ | (5,400) | |
Note 14: Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss, included in shareholders' equity, for the nine months ended September 30, 2022 and 2021, respectively, are presented in the table below.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands) | | Unrealized Losses On Debt Securities | | Unrealized Losses On Debt Securities Transferred From Available-For-Sale To Held-To-Maturity | | Cash Flow Hedges | | Total |
Balance, January 1, 2022 | | $ | (2,555) | | | $ | — | | | $ | (8,484) | | | $ | (11,039) | |
Other comprehensive (loss) income before reclassifications from accumulated other comprehensive loss before tax | | (51,682) | | | (5,402) | | | 19,424 | | | (37,660) | |
Reclassifications from accumulated other comprehensive (loss) income to earnings before tax | | — | | | 608 | | | — | | | 608 | |
| | | | | | | | |
Other comprehensive (loss) gain before tax | | (51,682) | | | (4,794) | | | 19,424 | | | (37,052) | |
Income tax (benefit) provision | | (13,384) | | | (1,203) | | | 5,639 | | | (8,948) | |
Other comprehensive (loss) income - net of tax | | (38,298) | | | (3,591) | | | 13,785 | | | (28,104) | |
Balance, September 30, 2022 | | $ | (40,853) | | | $ | (3,591) | | | $ | 5,301 | | | $ | (39,143) | |
| | | | | | | | |
Balance, January 1, 2021 | | $ | 468 | | | $ | — | | | $ | (17,664) | | | $ | (17,196) | |
Other comprehensive (loss) income before reclassifications from accumulated other comprehensive loss before tax | | (2,596) | | | — | | | 7,665 | | | 5,069 | |
| | | | | | | | |
Other comprehensive (loss) gain before tax | | (2,596) | | | — | | | 7,665 | | | 5,069 | |
Income tax (benefit) provision | | (616) | | | — | | | 1,657 | | | 1,041 | |
Other comprehensive (loss) income - net of tax | | (1,980) | | | — | | | 6,008 | | | 4,028 | |
Balance, September 30, 2021 | | $ | (1,512) | | | $ | — | | | $ | (11,656) | | | $ | (13,168) | |
| | | | | | | | |
The components of accumulated other comprehensive loss, included in stockholders' equity, for the three months ended September 30, 2022 and 2021, respectively, are presented in the table below.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands) | | Unrealized Losses On Debt Securities | | Unrealized Losses On Debt Securities Transferred From Available-For-Sale To Held-To-Maturity | | Cash Flow Hedges | | Total |
Balance, July 1, 2022 | | $ | (27,568) | | | $ | (3,818) | | | $ | 636 | | | $ | (30,750) | |
Other comprehensive (loss) income before reclassifications from accumulated other comprehensive loss before tax | | (18,406) | | | — | | | 6,058 | | | (12,348) | |
Reclassifications from accumulated other comprehensive (loss) income to earnings before tax | | — | | | 296 | | | — | | | 296 | |
| | | | | | | | |
Other comprehensive (loss) gain before tax | | (18,406) | | | 296 | | | 6,058 | | | (12,052) | |
Income tax (benefit) provision | | (5,121) | | | 69 | | | 1,393 | | | (3,659) | |
Other comprehensive (loss) income - net of tax | | (13,285) | | | 227 | | | 4,665 | | | (8,393) | |
Balance, September 30, 2022 | | $ | (40,853) | | | $ | (3,591) | | | $ | 5,301 | | | $ | (39,143) | |
| | | | | | | | |
Balance, July 1, 2021 | | $ | (164) | | | $ | — | | | $ | (12,747) | | | $ | (12,911) | |
Other comprehensive (loss) income before reclassifications from accumulated other comprehensive loss before tax | | (1,789) | | | — | | | 1,439 | | | (350) | |
| | | | | | | | |
Other comprehensive gain (loss) before tax | | (1,789) | | | — | | | 1,439 | | | (350) | |
Income tax (benefit) provision | | (441) | | | — | | | 348 | | | (93) | |
Other comprehensive income (loss) - net of tax | | (1,348) | | | — | | | 1,091 | | | (257) | |
Balance, September 30, 2021 | | $ | (1,512) | | | $ | — | | | $ | (11,656) | | | $ | (13,168) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Details About Accumulated Other Comprehensive Income (Loss) Components | | Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) for the | | Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) for the | | Affected Line Item in the Statements of Income |
| Three Months Ended September 30, 2022 | | Three Months Ended September 30, 2021 | | Nine Months Ended September 30, 2022 | | Nine Months Ended September 30, 2021 | |
Reclassifications from accumulated other comprehensive loss to earnings before tax | | $ | (296) | | | — | | | $ | (608) | | | $ | — | | | Interest income |
Total amount reclassified before tax | | (296) | | | — | | | (608) | | | — | | | Income before income taxes |
Tax benefit | | (68) | | | — | | | (139) | | | — | | | Income tax provision |
Total reclassifications from accumulated other comprehensive loss | | $ | (228) | | | $ | — | | | $ | (469) | | | $ | — | | | Net income |
Note 15: Recent Accounting Pronouncements
ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (June 2016)
The main objective of this update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
The amendments affect entities holding financial assets that are not accounted for at fair value through net income. The amendments affect loans, debt securities, off-balance-sheet credit exposures, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this update affect an entity to varying degrees depending on the credit quality of the assets held by the entity, their duration, and how the entity applies current GAAP. There is diversity in practice in applying the incurred loss methodology, which means that before transition some entities may be more aligned under current GAAP than others to the new measure of expected credit losses. The following describes the main provisions of this update.
•Assets Measured at Amortized Cost: The amendments in this update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The statements of income reflect the measurement of credit losses for newly recognized financial assets, as well as the expected increase or decrease of credit losses that have taken place during the period. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances.
•Available-for-Sale Debt Securities: Credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. Available-for-sale accounting recognizes that value may be realized either through collection of contractual cash flows or through sale of the security. Therefore, the amendments limit the amount of the allowance for credit losses to the amount by which fair value is below amortized cost because the classification as available-for-sale is premised on an investment strategy that recognizes that the investment could be sold at fair value if cash collection would result in the realization of an amount less than fair value.
•In May 2019, the FASB issued ASU 2019-05 - Financial Instruments - Credit Losses (Topic 326) - Targeted Transition Relief. This ASU allows an option for preparers to irrevocably elect the fair value option, on an instrument-by-instrument basis, for eligible financial assets measured at amortized cost basis upon adoption of the credit losses standard. This increases the comparability of financial statement information provided by institutions that otherwise would have reported similar financial instruments using different measurement methodologies, potentially decreasing costs for financial statement preparers while providing more useful information to investors and other users.
The Company expects to adopt this guidance on January 1, 2023 and is currently evaluating the impact of the amendments on the Company’s consolidated financial statements. The Company has a current expected credit losses (“CECL”) working group that has been meeting to discuss implementation matters related to the completeness and accuracy of historical data, model development and corporate governance documentation. Specific to the model, the CECL working group has discussed results from parallel model runs for each portfolio segment, assumptions related to unfunded commitments and economic forecast factors. Model validation is expected to be completed in the fourth quarter 2022.
The Company expects to record a one-time cumulative effect adjustment to the ALLL in retained earnings on the consolidated balance sheet as of the beginning of the first reporting period in which the new standard is effective, as is required in the guidance. The Company believes there will be an increase in the ALLL as a result of the adoption of this new standard; however, it is waiting to provide an estimate until the completion of the model validation and analysis by the CECL working group. The Company will continue to evaluate and refine the ALLL throughout the remainder of 2022, considering changes in portfolio composition, economic conditions and the results from the model validation.
Coronavirus Aid, Relief and Economic Security Act (“CARES Act”)
In March 2020 in connection with the implementation of the CARES Act and related provisions, the Company adopted the temporary relief issued under the CARES Act, thereby suspending the guidance in ASC 310-40 on accounting for TDRs to loan modifications related to COVID-19. Section 4013 of the CARES Act specifies that loan modifications due to the impact of COVID-19 that would otherwise be classified as TDRs under GAAP will not be so classified. Modifications within the scope of this relief are in effect from the period beginning March 1, 2020 until the earlier of January 1, 2022 or 60 days after the date on which the national emergency related to the COVID-19 pandemic formally terminates. See the “Non-TDR Loan Modifications due to COVID-19” section of Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information.
ASU 2020-04 - Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (March 2020)
In March 2020, FASB issued ASU 2020-04 to ease the potential burden in accounting for the transition away from the LIBORon financial reporting. The ASU provides optional expedients and exceptions for applying GAAP to contract modification and hedge accounting relationships. The guidance is effective March 12, 2020 through December 31, 2022. The Company believes the adoption of this guidance will not have a material impact on the condensed consolidated financial statements.
ASU 2022-02 - Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (March 2022)
In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the separate recognition and measurement guidance for Troubled Debt Restructurings ("TDRs") by creditors. The elimination of the TDR guidance may be adopted prospectively for loan modifications after adoption or on a modified retrospective basis, which would also apply to loans previously modified, resulting in a cumulative effect adjustment to retained earnings in the period of adoption for changes in the allowance for credit losses. The ASU requires an entity to disclose current-period gross write-offs by year of origination for financing receivables within the scope of Subtopic 326-20. This guidance is effective on January 1, 2023, with early adoption permitted. The Company believes the adoption of this guidance will not have a material impact on the condensed consolidated financial statements.