ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Overview
We are headquartered in Iowa City, Iowa, and are a bank holding company under the BHCA that has elected to be a financial holding company. We are the holding company for MidWestOne Bank, an Iowa state non-member bank with its main office in Iowa City, Iowa. We also were the holding company for MidWestOne Insurance Services, Inc., until its dissolution in 2019.
On May 1, 2019, the Company acquired ATBancorp, a bank holding company whose wholly-owned banking subsidiaries were ATSB and ABTW, community banks headquartered in Dubuque, Iowa, and Cuba City, Wisconsin, respectively. As consideration for the merger, we issued 4,117,536 shares of our common stock with a value of $116 million and paid cash in the amount of $34.8 million. The effects of this acquisition are one of the primary causes of the stated changes in our operating results for the year ended December 31, 2020 compared to the year ended December 31, 2019, unless otherwise noted.
The Bank operates a total of 56 banking offices, which are located throughout central and eastern Iowa, the Minneapolis/St. Paul metropolitan area of Minnesota, southwestern Wisconsin, southwestern Florida, and Denver, Colorado. The Bank is focused on delivering relationship-based business and personal banking products and services. The Bank provides commercial loans, real estate loans, agricultural loans, credit card loans, and consumer loans. The Bank also provides deposit products including demand and interest checking accounts, savings accounts, money market accounts, and time deposits. Complementary to our loan and deposit products, the Bank also provides products and services including treasury management, Zelle, online and mobile banking, credit and debit cards, ATMs, and safe deposit boxes. The Bank also has a trust department through which it offers services including the administration of estates, personal trusts, and conservatorships and the management of real property. Finally, the Bank’s investment services department offers financial planning, investment advisory, and retail securities brokerage services (the latter of which is provided through an agreement with a third-party registered broker-dealer).
Our results of operations are significantly affected by our net interest income. Results of operations are also affected by noninterest income and expense, credit loss expense and income tax expense. Significant external factors that impact our results of operations include general economic and competitive conditions, as well as changes in market interest rates, government policies, and actions of regulatory authorities.
Financial Summary
Balance Sheet
Total assets increased to $5.56 billion at December 31, 2020 from $4.65 billion at December 31, 2019. Total securities held for investment increased $871.4 million, or 110.9%, from $786.0 million at December 31, 2019, to $1.66 billion at December 31, 2020. Gross loans held for investment increased $27.6 million, or 0.8%, from $3.47 billion at December 31, 2019, to $3.50 billion at December 31, 2020. As of December 31, 2020, the allowance for credit losses was $55.5 million, or 1.59% of total loans, compared with $29.1 million, or 0.84% of total loans, at December 31, 2019. Nonperforming assets totaled $45.0 million at December 31, 2020, a decrease of 0.7% as compared to $45.3 million at December 31, 2019. Total deposits at December 31, 2020, were $4.55 billion, an increase of $818.4 million, or 21.9%, from December 31, 2019. Long-term debt decreased to $208.7 million at December 31, 2020 from $231.7 million at December 31, 2019. The Company is well-capitalized with a total risk-based capital ratio of 13.41% at December 31, 2020.
Income Statement
Net income for the year ended December 31, 2020 was $6.6 million, a decrease of $37.0 million, or 84.8%, compared to $43.6 million of net income for 2019, with diluted earnings per share of $0.41 and $2.93 for the comparative annual periods, respectively. Net interest income for the year ended December 31, 2020, was $153.0 million, an increase of $9.3 million, or 6.5%, as compared to $143.7 million for the year ended December 31, 2019. Interest income was $184.8 million in 2020, compared to $182.4 million in 2019. The increase was primarily a result of increased volume of debt securities from the Company’s investment of net deposit inflows, partially offset by a decrease in yield. Interest expense was $31.8 million in 2020, compared to $38.8 million in 2019. The decrease in interest expense was primarily due to the decline in interest rates experienced in 2020 in response to the COVID-19 pandemic.
Credit loss expense was $28.4 million in 2020, an increase of $21.2 million, from $7.2 million in 2019. The increase reflected the impact of the current and forecasted economic conditions, primarily driven by the COVID-19 pandemic, on our allowance model. In addition, upon the Company’s adoption of the CECL accounting guidance on January 1, 2020, the methodology for estimating the total amount of the credit loss expense changed. Specifically, for the year ended December 31, 2020, we utilized the current expected credit loss methodology, as compared to incurred loss methodology that was utilized in the prior year comparable period.
For the year ended December 31, 2020, noninterest income increased to $38.6 million, an increase of $7.4 million, or 23.6%, from $31.2 million during 2019. The largest driver of the increase was an increase of $6.4 million, or 168.8%, in loan revenue, which reflected robust production from the Company’s residential mortgage business. Noninterest expense increased to $149.9 million for the year ended December 31, 2020 compared with $117.5 million for the year ended December 31, 2019, an increase of $32.4 million, or 27.5%. The increase in noninterest expense was due primarily to the goodwill impairment of $31.5 million that was recorded in the third quarter of 2020. Both noninterest income and noninterest expense for the year ended December 31, 2020 were also impacted by the acquisition of ATBancorp, which resulted in overall higher noninterest income and noninterest expenses in 2020 as compared to 2019, offset in part by a reduction in merger-related costs between these years.
COVID-19 Update
The outbreak of the COVID-19 pandemic in the United States had an adverse impact on our financial condition and results of operations as of and for the year ended December 31, 2020, and is expected to have a complex and an adverse impact on the economy, the banking industry and the Company in future fiscal periods, all subject to a high degree of uncertainty.
Effects on our Market Areas
Our commercial and consumer banking products and services are offered primarily in Iowa, Minnesota, Wisconsin, Florida and Colorado, where individual and governmental responses to the COVID-19 pandemic led to a broad curtailment of economic activity beginning in March 2020. More recently, we've seen in our markets a variety of responses to the COVID-19 pandemic as the economy continues to re-open, which have included social distancing protocols, limitations on the numbers of customers at restaurants and retail stores, limitations of social gathering sizes, safety practices for the at-risk and elderly, as well as other safeguarding practices. The Bank's banking offices have remained open during these orders because the Bank is deemed to be an essential business. Based on the current environment, it is unclear how the states in our market areas will continue to change policies in response to the COVID-19 pandemic and the impact of these policies on our customers and regional economies.
The U.S. experienced a substantial decline nationally in economic condition in 2020. The U.S. Bureau of Economic Analysis released an advanced estimate indicating a decline in GDP of 2.3% in 2020. The national unemployment rate has fluctuated throughout 2020 and continues to remain elevated at 6.7% in December 2020, as compared to 3.6% in December 2019 per the U.S. Department of Labor.
Policy and Regulatory Developments
Federal, state, and local governments and regulatory authorities throughout 2020 have enacted and issued a range of policy responses to the COVID-19 pandemic, including policies such as:
•The Federal Reserve decreased the range for the federal funds target rate by 0.5% on March 3, 2020, and by another 1.0% on March 16, 2020, reaching a current range of 0.0 - 0.25%.
•Congress, the President, and the FRB have also taken several actions designed to cushion the economic fallout. The CARES Act was signed into law at the end of March 2020 as a $2 trillion legislative package, which included $349
billion in funding for the PPP loan program administered through the SBA. An additional $310 billion in funding for PPP loans was authorized in April 2020.
•Federal banking regulators on April 7, 2020 issued a revised Interagency Statement on Loan Modifications and Reporting for Financial Institutions, which, among other things, encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19, and stated that institutions generally do not need to categorize COVID-19-related modifications as TDRs and that the agencies will not direct supervised institutions to automatically categorize all COVID-19 related loan modifications as TDRs. See Note 4. Loans Receivable and the Allowance for Credit Losses for additional information on TDRs.
•President Trump on December 27, 2020 signed a new COVID-19 relief bill into law, which included as part of the bill up to $284.5 billion of a second wave of PPP funding and extended the deadlines related to COVID-19 related loan modifications.
•The SBA issued guidance that amended the threshold for PPP loans that qualify for the simplified forgiveness application from $50,000 or less to $150,000 or less.
Our Response
In the first quarter of 2020, we activated our business continuity plan upon the World Health Organization’s declaration of COVID-19 as a global pandemic. Shortly after enacting the plan, the Company deployed a successful remote working strategy. As of December 31, 2020, the majority of our employees had returned to work in our banking offices with no disruption to our operations. Our response to COVID-19 continues to be focused on how we can best serve our employees, customers, and communities. The Bank has utilized a combination of digital banking, voice, branch drive-thru and other channels in order to meet the needs of our customers. In addition, we have implemented additional safety measures to achieve appropriate social distancing for both customers and employees throughout our locations, with all of our locations having capacity restrictions and requirements to wear protective face coverings, among other social distancing requirements for both customers and employees. We have also increased our cleaning services and implemented business travel restrictions.
We continue to work with our customers to understand the level of impact to their business operations as the pandemic continues to determine how best to serve them in these unprecedented times. We also continue to lend to qualified businesses for working capital and general business purposes, while also meeting the needs of our individual customers. Further, we implemented a loan payment deferral program and assisted our clients through the PPP.
Financial Condition & Results of Operations
Net Interest Income. The Company’s net interest income was impacted by the COVID-19 pandemic in a variety of ways. For example, in response to the pandemic, in March 2020 the FRB began utilizing a variety of monetary policy tools to stimulate the economy and influence overall growth and distribution of credit, bank loans, investments and deposits, and also to affect interest rates charged on loans or paid on deposits, each of which are tools utilized by the FRB to regulate the money supply and credit conditions. These specific tactics included reducing the reserve requirement ratio to zero, reducing the target federal funds rate 1.5% to a level of 0-0.25%, and commencing quantitative easing by purchasing longer-term Treasury and mortgage-backed securities. These actions reduced both short-term and long-term interest rates and added significantly to the country’s money supply. Thus, the rate at which we originated new loans and repriced existing loans was generally lower than existing loan portfolio rates, reducing loan interest income. Further, in keeping with guidance from regulators, the Company actively worked and continues to work with COVID-19 affected borrowers to defer their loan principal and/or interest payments. At this time, the Company is unable to project the materiality of these actions on the Company’s results of operations, but the Company recognizes that the economic impact from COVID-19 may affect its borrowers’ ability to repay the deferred principal and interest in future periods, which would reduce interest income. The aforementioned increase in the country’s money supply, in combination with the fiscal stimulus and general economic uncertainty amid the COVID-19 pandemic, weakened customer loan demand and line utilization, but increased customer deposit balances. As a result, the Company invested the net deposit inflows into debt securities, which negatively impacted the Company’s earning asset mix and reduced net interest income. In addition, a severe and sustained economic downturn could impact the debt securities issuers' ability to make payments on debt or to raise additional funds to continue operations, which could result in a reduction in interest income from debt securities and increased credit loss expense. With respect to interest expense, the reduction in short-term interest rates led to a corresponding reduction in the rates we pay for customer deposit accounts and short-term borrowings. We also utilized excess liquidity to pay-down certain long-term, higher rate debt at maturity. Finally, the Company’s funding mix changed favorably toward lower cost deposit products. However, an extended recession could cause large numbers of our deposit customers to withdraw their funds, which could increase our reliance on more volatile or expensive funding sources.
Credit Loss Expense. The Company's credit loss expense was impacted by COVID-19. Pertaining to our December 31, 2020 financial condition and results of operations, COVID-19, as well as other factors, such as changes in our modeling assumptions, had an impact on our ACL. Our ACL calculation and credit loss expense are significantly impacted by changes in forecasted economic conditions. Significant worsening of forecasted conditions is possible and would result in further increases in the ACL and credit loss expense in future periods.
Noninterest Income. The Company’s fee income was affected due to COVID-19. For example, in keeping with guidance from regulators, during the second and third quarters of 2020, the Company worked with COVID-19 affected customers and temporarily waived fees from a variety of sources, such as, but not limited to, insufficient funds and overdraft fees, ATM fees, and account maintenance fees. This suspension was one contributing factor to the change in noninterest income between 2019 and 2020, as discussed further below.
Noninterest Expense. We experienced increases in noninterest expenses that resulted from COVID-19 for additional cleaning services, protective equipment, supplies, and expanded IT equipment and network/information services. The PPP impacted noninterest expense by impacting the timing of compensation and benefit expense as PPP loan origination costs are deferred and amortized over the life of the loan to which they relate. In addition, PPP led to increased information service expenses.
Credit Administration. Section 4013 of the CARES Act, “Temporary Relief From Troubled Debt Restructurings,” allows financial institutions the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time during the COVID-19 pandemic. In March 2020, various regulatory agencies, including the FRB and the FDIC, issued an interagency statement, effective immediately, on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not to be considered TDRs. This includes short-term (e.g., six months) modifications, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. The relief related to TDRs was extended by the CAA, which was signed into law on December 27, 2020. As discussed as part of the CAA, relief will continue until the earlier of 60 days after the date the COVID-19 national emergency comes to an end or January 1, 2022. As of December 31, 2020, the total amount of the eligible loans in deferral (deferral of principal and/or interest) that met the requirements set forth under the interagency statement and therefore were not considered TDRs was 68 loans, totaling $39.3 million. We anticipate that the current and future economic conditions will continue to have an impact on the initial modifications that were made that qualified under such criteria. As such, we expect the Company's financial statements will be materially impacted by the CARES Act, the interagency guidance, and the CAA, of which at this time the total impact cannot be quantified.
The Bank is a participating lender in the PPP. The PPP loans have a two-year term and earn interest at 1%. Loans funded through the PPP program are fully guaranteed by the U.S. government if certain criteria are met. The Company believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. Should those circumstances change, the Company could be required to establish additional allowance for credit loss through additional credit loss expense charged to earnings. During 2020, the Company funded 2,681 PPP loans totaling $348.5 million. As of December 31, 2020, there were 2,410 loans totaling $259.3 million, including $5.3 million of unamortized net fees, outstanding. The Company remains committed to supporting our customers and communities and is participating in the second wave of PPP funding, with an expectation that the volume of second wave funding will be lower than the first round.
Loan Portfolio. COVID-19 has impacted loan growth in 2020, and we anticipate that loan growth will be impacted in the future as a result of COVID-19 and the related decline in economic conditions in our market areas. While all industries have experienced adverse impacts as a result of the COVID-19 pandemic, we consider certain industries to be “vulnerable” to significant impact including non-essential retail, restaurants, hotels, CRE-retail, and arts, entertainment & gaming industries, which represented approximately 14% of our loan portfolio as of December 31, 2020. In addition, we anticipate the COVID-19 pandemic will impact the value of certain collateral securing our loans.
Goodwill and Other Intangible Assets. Due to the economic impact that COVID-19 has had on the Company, management concluded that factors, such as the decline in macroeconomic conditions and a sustained decrease in share price, led to the occurrence of a triggering event for goodwill impairment. The Company completed an interim goodwill assessment as of September 30, 2020 that contemplated a single reporting unit. Based upon our interim assessment, we recorded a goodwill impairment charge of $31.5 million, as our estimated fair value was less than our book value on that date. This non-cash charge was reflected within "Noninterest expense" in the Consolidated Statements of Income and had no impact on our regulatory capital ratios, cash flows or liquidity position.
Capital and Liquidity
As of December 31, 2020, all of our capital ratios, and the Bank’s capital ratios, were in excess of all regulatory requirements. While we believe that we have sufficient capital to withstand an extended economic recession brought about by COVID-19, our reported and regulatory capital ratios could be adversely impacted by further credit losses. On July 28, 2020, the Company completed the private placement of $65.0 million of its subordinated notes, of which $63.75 million have been exchanged for subordinated notes registered under the Securities Act of 1933. The 5.75% fixed-to-floating rate subordinated notes are due July 30, 2030. For regulatory capital purposes, the subordinated notes have been structured to qualify initially as Tier 2 Capital for the Company. We rely on cash on hand as well as dividends from the Bank to service our debt. If our capital deteriorates such that our Bank is unable to pay dividends to us for an extended period of time, we may not be able to service our debt. If an extended recession causes large numbers of our deposit customers to withdraw their funds, we might become more reliant on volatile or more expensive sources of funding.
As stated above, liquidity was also impacted by the actions of the federal, state, and local governments and other regulatory authorities in response to COVID-19. Specifically, the FRB’s use of a variety of monetary policy tools to stimulate the economy and influence overall growth and distribution of credit, bank loans, investments and deposits, and also to affect interest rates charged on loans or paid on deposits, included tactics such as the reduction in the reserve requirement ratio to zero, reduction in the target federal funds rate, and also commencing quantitative easing by purchasing longer-term Treasury and mortgage-backed securities. These aforementioned monetary policy tools utilized by the FRB significantly added to the country’s money supply. This increase in the money supply, coupled with general economic uncertainty amid the COVID-19 pandemic, weakened customer loan demand and line utilization, but increased customer deposits balances. As a result, the Company invested the net deposit inflows into debt securities. Further, we also utilized excess liquidity to pay-down certain long-term, higher rate debt at maturity.
In March 2020, the Company temporarily suspended its share repurchase program in light of market conditions associated with the COVID-19 pandemic. During the fourth quarter of 2020, the Company's board of directors authorized resuming repurchases under the Company's share repurchase program.
Critical Accounting Policies
We have identified the following critical accounting policies and practices relative to the reporting of our results of operations and financial condition. These accounting policies relate to the allowance for credit losses, fair value of assets acquired and liabilities assumed in a business combination, and the annual impairment testing of goodwill and other intangible assets.
Allowance for Credit Losses
Loans Held for Investment
Under the current expected credit loss model, the allowance for credit losses is a valuation account estimated at each balance sheet date and deducted from the amortized cost basis of loans held for investment to present the net amount expected to be collected.
The Company estimates the ACL based on the underlying assets’ amortized cost basis, which is the amount at which the financing receivable is originated or acquired, adjusted for collection of cash and charge-offs, as well as applicable accretion or amortization of premium, discount, and net deferred fees or costs. In the event that collection of principal becomes uncertain, the Company has policies in place to reverse accrued interest in a timely manner. Therefore, the Company has made a policy election to exclude accrued interest from the measurement of ACL.
Expected credit losses are reflected in the allowance for credit losses through a charge to credit loss expense. When the Company deems all or a portion of a financial asset to be uncollectible, the appropriate amount is written off and the ACL is reduced by the same amount. The Company applies judgment to determine when a financial asset is deemed uncollectible; however, generally speaking, an asset will be considered uncollectible no later than when all efforts at collection have been exhausted. Subsequent recoveries, if any, are credited to the ACL when received.
The Company measures expected credit losses of financial assets on a collective (pool) basis when the financial assets share similar risk characteristics. Depending on the nature of the pool of financial assets with similar risk characteristics, the Company uses a DCF method or a loss-rate method to estimate expected credit losses.
The Company’s methodologies for estimating the ACL consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. The methodologies apply historical loss information, adjusted for asset-specific characteristics, economic conditions at the measurement date, and forecasts about future economic conditions expected to exist through the contractual lives of the financial assets that are reasonable and supportable, to the identified pools of financial assets with similar risk characteristics for which the historical loss experience was observed. Specifically, the economic forecast used by the Company is sensitive to changes in the following loss drivers: (1) Midwest unemployment, (2) year-to-year change in national retail sales, (3) year-to-year change in the CRE Index, (4) year-to-year change in U.S. GDP, (5) year-to-year change in the National Home Price Index, and (6) Rental Vacancy. General deterioration in these loss drivers, coupled with any changes to our modeling assumptions stemming from overall uncertainties in the current and future economic conditions, also impacts the Company’s estimation of the ACL. The Company’s methodologies revert back to historical loss driver information on a straight-line basis over four quarters when it can no longer develop reasonable and supportable forecasts. The Company adjusted in the first quarter of 2020 the reversion period from the previously disclosed six quarters to four quarters based upon current forecasted conditions.
Discounted Cash Flow Method
The Company uses the DCF method to estimate expected credit losses for the agricultural, commercial and industrial, CRE - construction and development, CRE - farmland, CRE - multifamily, CRE - other, RRE - owner-occupied one-to-four family first liens, RRE - non-owner-occupied one-to-four family first liens, RRE - one-to-four family junior liens, and consumer loan pools. For each of these pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data.
The Company uses regression analysis of historical internal and peer data to determine which variables are best suited to be economic variables utilized when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the economic variables. For the loan pools utilizing the DCF method, management utilizes one or multiple of the following economic variables: Midwest unemployment, national retail sales, CRE index, US rental vacancy rate, US gross domestic product, and national home price index (“HPI”).
For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four quarter forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.
The combination of adjustments for credit expectations (default and loss) and timing expectations (prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (“NPV”). An ACL is established for the difference between the instrument’s NPV and amortized cost basis. In addition, management utilizes qualitative factors to adjust the calculated ACL as appropriate. Qualitative factors are based on management's judgment of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions.
Loss-Rate Method
The Company uses a loss-rate method to estimate expected credit losses for the credit card and overdraft pools. For each of these pools, the Company applies an expected loss ratio based on internal and peer historical losses, adjusted as appropriate for qualitative factors. Qualitative loss factors are based on management's judgment of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions.
Collateral Dependent Financial Assets
Loans that do not share risk characteristics are evaluated on an individual basis. For collateral dependent financial assets where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial
difficulty and the Company expects repayment of the financial asset to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the present value of expected cash flows from the operation of the collateral. When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell. The ACL may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset.
The Company’s estimate of the ACL reflects losses expected over the remaining contractual life of the assets. The contractual term does not consider extensions, renewals or modifications unless the Company has identified an expected TDR.
A loan that has been modified or renewed is considered a TDR when two conditions are met: 1) the borrower is experiencing financial difficulty and 2) concessions are made for the borrower's benefit that would not otherwise be considered for a borrower or transaction with similar credit risk characteristics. The Company’s ACL reflects all effects of a TDR when an individual asset is specifically identified as a reasonably expected TDR. The Company has determined that a TDR is reasonably expected no later than the point when the lender concludes that modification is the best course of action and it is at least reasonably possible that the troubled borrower will accept some form of concession from the lender to avoid a default. Reasonably expected TDRs and executed non-performing TDRs are evaluated individually to determine the required ACL. TDRs performing in accordance with their modified contractual terms for a reasonable period of time may be included in the Company’s existing pools based on the underlying risk characteristics of the loan to measure the ACL.
Accounting for Business Combinations
In May 2019, we completed the acquisition of ATBancorp, which generated significant amounts of fair value adjustments to assets and liabilities. The fair value adjustments assigned to assets and liabilities, as well as their related useful lives, are subject to judgment and estimation by our management. Valuation of intangible assets is generally based on the estimated cash flows related to those assets, while the initial value assigned to goodwill is the residual of the purchase price over the fair value of all identifiable assets acquired and liabilities assumed. Useful lives are determined based on the expected future period of the benefit of the asset or liability, the assessment of which considers various characteristics of the asset or liability, including the historical cash flows. Due to the number of estimates involved, we have identified accounting for business combinations as a critical accounting policy.
Goodwill and Other Intangible Assets
Goodwill and intangible assets arise from business combinations. Goodwill represented $62.5 million of our $5.56 billion total assets at December 31, 2020. Under the Intangibles - Goodwill and Other topic of the FASB ASC, goodwill is tested at least annually for impairment. The Company’s annual assessment is done at the reporting unit level, which the Company has concluded is at the consolidated level. We review goodwill for impairment annually during the fourth quarter and also test for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of our reporting unit below its carrying amount. Such events and circumstances may include among others: a significant adverse change in legal factors or in the general business climate; significant decline in our stock price and market capitalization; unanticipated competition; the testing for recoverability of a significant asset group within the reporting unit; and an adverse action or assessment by a regulator. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and could have a material impact on our consolidated financial statements.
Due to the continued economic impact that COVID-19 has had on the Company, management concluded that factors, such as the decline in macroeconomic conditions and a sustained decrease in share price, led to the occurrence of a triggering event and therefore an interim impairment test over goodwill was performed as of September 30, 2020. As a result of the interim assessment, the Company recorded a goodwill impairment charge of $31.5 million as its estimated fair value was less than its book value on that date. No goodwill impairment charge was recorded in 2019 as a result of the Company’s internal assessment.
Other intangible assets represented $25.2 million of our $5.56 billion total assets at December 31, 2020. The accounting for a recognized intangible asset is based on its useful life to the Company. An intangible asset with a finite useful life is amortized over its estimated useful life to the Company; an intangible asset with an indefinite useful life is not amortized but rather is tested at least annually for impairment. The intangible assets with finite lives reflected on our financial statements relate to core deposit relationships, trade name, and customer lists. The initial and subsequent measurements of intangible assets involve the use of significant estimates and assumptions. These estimates and assumptions include, among other things, the estimated cost
to service deposits acquired, discount rates, estimated attrition rates and useful lives, future economic and market conditions, comparison of our market value to book value and determination of appropriate market comparables. Periodically we evaluate the estimated useful lives of intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization. We also assess these intangible assets for impairment annually or more often if conditions indicate a possible impairment. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. See Note 7. Goodwill and Intangible Assets to our consolidated financial statements for additional information related to our intangible assets.
Results of Operations
Summary
Our consolidated net income for the year ended December 31, 2020 was $6.6 million, a decrease of $37.0 million, or 84.8%, compared to $43.6 million for 2019. The decrease in net income was due primarily to an increase of $32.4 million, or 27.5%, in noninterest expense, coupled with an increase of $21.2 million, or 296.3%, in credit loss expense. Noninterest expense increased primarily as a result of the $31.5 million goodwill impairment that was recorded in the third quarter of 2020. Offsetting these amounts was a $9.3 million, or 6.5%, increase in net interest income and a $7.4 million, or 23.6%, increase in noninterest income. Both basic and diluted earnings per common share for the year ended December 31, 2020 were $0.41 as compared with basic and diluted earnings per common share of $2.93 for the year ended December 31, 2019. Our return on average shareholders' equity was 1.28% for the year ended December 31, 2020 compared with 9.65% for the year ended December 31, 2019.
Various operating and equity ratios for the Company are presented in the table below for the years indicated:
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As of or For the Years Ended December 31,
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(dollars in thousands, except per share amounts)
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2020
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2019
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2018
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Net Income
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$6,623
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$43,630
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$30,351
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Return on Average Assets
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0.13%
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1.04%
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0.93%
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Return on Average Equity
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1.28
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9.65
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8.78
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Return on Average Tangible Equity(1)
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10.80
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13.98
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11.87
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Efficiency Ratio (1)
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56.92
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57.56
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61.23
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Dividend Payout Ratio
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214.63
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27.65
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31.45
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Common Equity Ratio
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9.27
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10.94
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10.85
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Tangible Common Equity Ratio (1)
|
|
7.82
|
|
8.50
|
|
8.78
|
Book Value per Share
|
|
$32.17
|
|
$31.49
|
|
$29.32
|
Tangible Book Value per Share (1)
|
|
$26.69
|
|
$23.81
|
|
$23.20
|
|
|
|
|
|
|
|
|
(1)A non-GAAP financial measure - see the "Non-GAAP Presentations" section for a reconciliation to the most comparable GAAP equivalent.
Net Interest Income
Net interest income is the difference between interest income and fees earned on interest-earning assets, less interest expense incurred on interest-bearing liabilities. Tax equivalent net interest margin is the net interest income, on a tax equivalent basis, as a percentage of average interest-earning assets.
The following table shows the consolidated average balance sheets, detailing the major categories of assets and liabilities, the interest income earned on interest-earning assets, the interest expense paid for interest-bearing liabilities, and the related interest yields and costs for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
(dollars in thousands)
|
Average Balance
|
|
Interest Income/ Expense
|
|
Average Yield/Cost
|
|
Average Balance
|
|
Interest Income/Expense
|
|
Average Yield/Cost
|
|
Average Balance
|
|
Interest Income/Expense
|
|
Average Yield/Cost
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees (1)(2)(3)
|
$
|
3,551,945
|
|
|
$
|
160,752
|
|
|
4.53
|
%
|
|
$
|
3,157,127
|
|
|
$
|
164,948
|
|
|
5.22
|
%
|
|
$
|
2,354,354
|
|
|
$
|
112,233
|
|
|
4.77
|
%
|
Taxable investment securities
|
797,954
|
|
|
17,610
|
|
|
2.21
|
|
|
465,484
|
|
|
13,132
|
|
|
2.82
|
|
|
428,757
|
|
|
11,027
|
|
|
2.57
|
|
Tax-exempt investment securities (2)
|
342,000
|
|
|
10,395
|
|
|
3.04
|
|
|
204,375
|
|
|
7,177
|
|
|
3.51
|
|
|
207,605
|
|
|
7,342
|
|
|
3.54
|
|
Total securities held for investment (2)
|
1,139,954
|
|
|
28,005
|
|
|
2.46
|
|
|
669,859
|
|
|
20,309
|
|
|
3.03
|
|
|
636,362
|
|
|
18,369
|
|
|
2.89
|
|
Other
|
73,255
|
|
|
262
|
|
|
0.36
|
|
|
21,289
|
|
|
450
|
|
|
2.11
|
|
|
3,372
|
|
|
62
|
|
|
1.84
|
|
Total interest earning assets (2)
|
$
|
4,765,154
|
|
|
$
|
189,019
|
|
|
3.97
|
%
|
|
$
|
3,848,275
|
|
|
$
|
185,707
|
|
|
4.83
|
%
|
|
$
|
2,994,088
|
|
|
$
|
130,664
|
|
|
4.36
|
%
|
Other assets
|
370,687
|
|
|
|
|
|
|
352,765
|
|
|
|
|
|
|
255,630
|
|
|
|
|
|
Total assets
|
$
|
5,135,841
|
|
|
|
|
|
|
$
|
4,201,040
|
|
|
|
|
|
|
$
|
3,249,718
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest checking deposits
|
$
|
1,108,997
|
|
|
$
|
4,435
|
|
|
0.40
|
%
|
|
$
|
806,624
|
|
|
$
|
4,723
|
|
|
0.59
|
%
|
|
$
|
672,069
|
|
|
$
|
2,907
|
|
|
0.43
|
%
|
Money market deposits
|
844,137
|
|
|
3,696
|
|
|
0.44
|
|
|
766,812
|
|
|
7,549
|
|
|
0.98
|
|
|
543,359
|
|
|
3,020
|
|
|
0.56
|
|
Savings deposits
|
454,000
|
|
|
1,386
|
|
|
0.31
|
|
|
329,199
|
|
|
1,092
|
|
|
0.33
|
|
|
214,244
|
|
|
254
|
|
|
0.12
|
|
Time deposits
|
945,234
|
|
|
14,402
|
|
|
1.52
|
|
|
873,978
|
|
|
16,563
|
|
|
1.90
|
|
|
723,830
|
|
|
11,150
|
|
|
1.54
|
|
Total interest bearing deposits
|
3,352,368
|
|
|
23,919
|
|
|
0.71
|
|
|
2,776,613
|
|
|
29,927
|
|
|
1.08
|
|
|
2,153,502
|
|
|
17,331
|
|
|
0.80
|
|
Short-term borrowings
|
157,346
|
|
|
914
|
|
|
0.58
|
|
|
124,956
|
|
|
1,847
|
|
|
1.48
|
|
|
105,094
|
|
|
1,315
|
|
|
1.25
|
|
Long-term debt
|
220,448
|
|
|
6,990
|
|
|
3.17
|
|
|
224,149
|
|
|
7,017
|
|
|
3.13
|
|
|
169,540
|
|
|
4,195
|
|
|
2.47
|
|
Total borrowed funds
|
377,794
|
|
|
7,904
|
|
|
2.09
|
|
|
349,105
|
|
|
8,864
|
|
|
2.54
|
|
|
274,634
|
|
|
5,510
|
|
|
2.01
|
|
Total interest-bearing liabilities
|
$
|
3,730,162
|
|
|
$
|
31,823
|
|
|
0.85
|
%
|
|
$
|
3,125,718
|
|
|
$
|
38,791
|
|
|
1.24
|
%
|
|
$
|
2,428,136
|
|
|
$
|
22,841
|
|
|
0.94
|
%
|
Noninterest bearing deposits
|
832,038
|
|
|
|
|
|
|
586,100
|
|
|
|
|
|
|
455,223
|
|
|
|
|
|
Other liabilities
|
58,186
|
|
|
|
|
|
|
37,204
|
|
|
|
|
|
|
20,625
|
|
|
|
|
|
Shareholders’ equity
|
515,455
|
|
|
|
|
|
|
452,018
|
|
|
|
|
|
|
345,734
|
|
|
|
|
|
Total liabilities and shareholders’ equity
|
$
|
5,135,841
|
|
|
|
|
|
|
$
|
4,201,040
|
|
|
|
|
|
|
$
|
3,249,718
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (2)
|
|
|
$
|
157,196
|
|
|
|
|
|
|
$
|
146,916
|
|
|
|
|
|
|
$
|
107,823
|
|
|
|
Net interest spread (2)
|
|
|
|
|
3.12
|
%
|
|
|
|
|
|
3.59
|
%
|
|
|
|
|
|
3.42
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin (2)
|
|
|
|
|
3.30
|
%
|
|
|
|
|
|
3.82
|
%
|
|
|
|
|
|
3.60
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits(4)
|
$
|
4,184,406
|
|
|
$
|
23,919
|
|
|
0.57
|
%
|
|
$
|
3,362,713
|
|
|
$
|
29,927
|
|
|
0.89
|
%
|
|
$
|
2,608,725
|
|
|
$
|
17,331
|
|
|
0.66
|
%
|
Cost of funds(5)
|
|
|
|
|
0.70
|
%
|
|
|
|
|
|
1.05
|
%
|
|
|
|
|
|
0.79
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Average balance includes nonaccrual loans.
|
(2)
|
Tax equivalent.
|
(3)
|
Interest income includes net loan fees, loan purchase discount accretion and tax equivalent adjustments. Net loan fees were $4.4 million, $(316) thousand, and $(407) thousand for the years ended December 31, 2020, 2019 and 2018, respectively. Loan purchase discount accretion was $9.1 million, $14.0 million, and $2.7 million for the years ended December 31, 2020, 2019 and 2018, respectively.
|
(4)
|
Total deposits is the sum of total interest-bearing deposits and noninterest bearing deposits. The cost of total deposits is calculated as interest expense on deposits divided by average total deposits.
|
(5)
|
Cost of funds is calculated as total interest expense divided by the sum of average total deposits and borrowed funds.
|
Net interest income is impacted by changes in volume, interest rate, and the mix of interest earning assets and interest-bearing liabilities. The following table shows changes attributable to (i) changes in volume and (ii) changes in rate. Changes attributable to both rate and volume have been allocated proportionately to the change due to volume and the change due to rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, 2020, 2019, and 2018
|
|
Year 2020 to 2019 Change due to
|
|
Year 2019 to 2018 Change due to
|
(dollars in thousands)
|
Volume
|
|
Yield/Cost
|
|
Net
|
|
Volume
|
|
Yield/Cost
|
|
Net
|
Increase (decrease) in interest income
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees(1)
|
$
|
19,294
|
|
|
$
|
(23,490)
|
|
|
$
|
(4,196)
|
|
|
$
|
41,135
|
|
|
$
|
11,580
|
|
|
$
|
52,715
|
|
Taxable investment securities
|
7,814
|
|
|
(3,336)
|
|
|
4,478
|
|
|
988
|
|
|
1,117
|
|
|
2,105
|
|
Tax-exempt investment securities (1)
|
4,291
|
|
|
(1,073)
|
|
|
3,218
|
|
|
(113)
|
|
|
(52)
|
|
|
(165)
|
|
Total securities held for investment (1)
|
12,105
|
|
|
(4,409)
|
|
|
7,696
|
|
|
875
|
|
|
1,065
|
|
|
1,940
|
|
Other
|
418
|
|
|
(606)
|
|
|
(188)
|
|
|
378
|
|
|
10
|
|
|
388
|
|
Change in interest income (1)
|
31,817
|
|
|
(28,505)
|
|
|
3,312
|
|
|
42,388
|
|
|
12,655
|
|
|
55,043
|
|
Increase (decrease) in interest expense
|
|
|
|
|
|
|
|
|
|
|
|
Interest checking deposits
|
1,471
|
|
|
(1,759)
|
|
|
(288)
|
|
|
654
|
|
|
1,162
|
|
|
1,816
|
|
Money market deposits
|
688
|
|
|
(4,541)
|
|
|
(3,853)
|
|
|
1,596
|
|
|
2,933
|
|
|
4,529
|
|
Savings deposits
|
367
|
|
|
(73)
|
|
|
294
|
|
|
197
|
|
|
641
|
|
|
838
|
|
Time deposits
|
1,272
|
|
|
(3,433)
|
|
|
(2,161)
|
|
|
2,565
|
|
|
2,848
|
|
|
5,413
|
|
Total interest bearing deposits
|
3,798
|
|
|
(9,806)
|
|
|
(6,008)
|
|
|
5,012
|
|
|
7,584
|
|
|
12,596
|
|
Short-term borrowings
|
392
|
|
|
(1,325)
|
|
|
(933)
|
|
|
271
|
|
|
261
|
|
|
532
|
|
Long-term debt
|
(117)
|
|
|
90
|
|
|
(27)
|
|
|
1,547
|
|
|
1,275
|
|
|
2,822
|
|
Total borrowed funds
|
275
|
|
|
(1,235)
|
|
|
(960)
|
|
|
1,818
|
|
|
1,536
|
|
|
3,354
|
|
Change in interest expense
|
4,073
|
|
|
(11,041)
|
|
|
(6,968)
|
|
|
6,830
|
|
|
9,120
|
|
|
15,950
|
|
Change in net interest income (1)
|
$
|
27,744
|
|
|
$
|
(17,464)
|
|
|
$
|
10,280
|
|
|
$
|
35,558
|
|
|
$
|
3,535
|
|
|
$
|
39,093
|
|
Percentage increase (decrease) in net interest income over prior period
|
|
|
|
|
7.0
|
%
|
|
|
|
|
|
36.3
|
%
|
Our net interest income for the year ended December 31, 2020, was $153.0 million, an increase of $9.3 million, or 6.5%, as compared to $143.7 million for the year ended December 31, 2019. The increase in net interest income was primarily due to a decline in interest expense of $7.0 million, or 18.0% to $31.8 million for the year 2020 and an increase of $2.3 million, or 1.3%, in interest income to $184.8 million for the year 2020. The decline in interest expense was primarily due to a decline in interest expense on interest-bearing deposits of $6.0 million, or 20.1% to $23.9 million as a result of lower rates paid on such deposits that more than offset the increase in the volume of deposits, which stemmed from increases in the country’s overall money supply as a result of the FRB’s utilization of a variety of monetary policy tools to stimulate the economy and influence overall growth and distribution of credit, bank loans, investments and deposits, coupled with general uncertainty amid the COVID-19 pandemic. In addition, the decline in interest expense was also due to a decrease in interest expense on borrowed funds of $1.0 million, or 10.8%, to $7.9 million. The increase in interest income was primarily due to increased volume of securities held for investment that was primarily attributable to the Company’s investment of net deposit inflows, partially offset by a decrease in yield, which resulted in a net increase in investment security interest income of $7.0 million, or 37.4%, to $25.9 million. This increase was partially offset by a decline in loan interest income of $4.5 million, or 2.8%, to $158.7 million for the year 2020 compared to the year 2019. The aforementioned increase in the country’s overall money supply also played a role in the decline in loan interest income, as such increase, coupled with the general economic uncertainty amid the COVID-19 pandemic, weakened customer loan demand and line utilization. Loan purchase discount accretion contributed $9.1 million to net interest income for the year ended December 31, 2020, compared to $14.0 million for the year ended December 31, 2019. Net fee accretion for PPP loans for the year 2020 was $5.4 million, compared to none for the year 2019.
The tax equivalent net interest margin for 2020 was 3.30%, down 52 basis points from the net interest margin of 3.82% for 2019. The yield on loans decreased 69 basis points, approximately 7 basis points of which was attributable to PPP loans, which have a coupon rate of 1%. The tax equivalent yield on investment securities decreased by 57 basis points. Combined, the resulting yield on interest-earning assets for the year ended December 31, 2020 was 86 basis points lower than the year ended December 31, 2019, and reflected the origination and re-pricing of loans at generally lower coupon rates compared to existing portfolio coupon rates, as well as a shift in earning asset mix to a greater proportion of investment securities, which generally have lower yields than loans. The cost of interest-bearing deposits decreased 37 basis points, while the average cost of borrowings was lower by 45 basis points for the full year 2020 as compared to the full year of 2019. The FRB decreased the target federal funds interest rate by a total of 25 basis points in each of August, September and October of 2019, and an additional 150 basis points in March 2020 in response to the COVID-19 pandemic, which contributed to the decreased interest rates for the year ended December 31, 2020, as compared to the year ended December 31, 2019.
Credit Loss Expense
We recorded credit loss expense of $28.4 million during 2020 compared to $7.2 million in 2019, an increase of $21.2 million, or 296.3%. The increase in credit loss expense reflects the impact that the COVID-19 pandemic had on current and forecasted economic conditions utilized in our ACL model. Specifically, the economic forecast used by the Company is sensitive to changes in the following loss drivers: (1) Midwest unemployment, (2) year-to-year change in national retail sales, (3) year-to-year change in the CRE Index, (4) year-to-year change in U.S. GDP, (5) year-to-year change in the National Home Price Index, and (6) Rental Vacancy. General deterioration in these loss drivers, coupled with any changes to our modeling assumptions stemming from overall uncertainties in the current and future economic conditions, impacts the recorded credit loss expense. In addition, upon the Company's adoption of the CECL accounting guidance on January 1, 2020, the methodology for estimating the total amount of the credit loss expense changed. Specifically, for the year ended December 31, 2020, we utilized the current expected credit loss methodology, as compared to incurred loss methodology that was utilized in the prior year comparable period. The total amount of net loans charged off in the year ended December 31, 2020 was lower at $5.3 million, as compared to $7.4 million in the year ended December 31, 2019.
Noninterest Income
The following table sets forth the various categories of noninterest income for the years ended December 31, 2020, 2019, and 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
(dollars in thousands)
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
Investment services and trust activities
|
$
|
9,632
|
|
|
$
|
8,040
|
|
|
$
|
1,592
|
|
|
19.8
|
%
|
|
$
|
8,040
|
|
|
$
|
4,953
|
|
|
$
|
3,087
|
|
|
62.3
|
%
|
Service charges and fees
|
6,178
|
|
|
7,452
|
|
|
(1,274)
|
|
|
(17.1)
|
|
|
7,452
|
|
|
6,157
|
|
|
1,295
|
|
|
21.0
|
|
Card revenue
|
5,719
|
|
|
5,594
|
|
|
125
|
|
|
2.2
|
|
|
5,594
|
|
|
4,223
|
|
|
1,371
|
|
|
32.5
|
|
Loan revenue
|
10,185
|
|
|
3,789
|
|
|
6,396
|
|
|
168.8
|
|
|
3,789
|
|
|
3,622
|
|
|
167
|
|
|
4.6
|
|
Bank-owned life insurance
|
2,226
|
|
|
1,877
|
|
|
349
|
|
|
18.6
|
|
|
1,877
|
|
|
1,610
|
|
|
267
|
|
|
16.6
|
|
Insurance commissions
|
—
|
|
|
734
|
|
|
(734)
|
|
|
(100.0)
|
|
|
734
|
|
|
1,284
|
|
|
(550)
|
|
|
(42.8)
|
|
Investment securities gains, net
|
184
|
|
|
90
|
|
|
94
|
|
|
104.4
|
|
|
90
|
|
|
193
|
|
|
(103)
|
|
|
(53.4)
|
|
Other
|
4,496
|
|
|
3,670
|
|
|
826
|
|
|
22.5
|
|
|
3,670
|
|
|
1,173
|
|
|
2,497
|
|
|
212.9
|
|
Total noninterest income
|
$
|
38,620
|
|
|
$
|
31,246
|
|
|
$
|
7,374
|
|
|
23.6
|
%
|
|
$
|
31,246
|
|
|
$
|
23,215
|
|
|
$
|
8,031
|
|
|
34.6
|
%
|
Total noninterest income for the year ended December 31, 2020 was $38.6 million, an increase of $7.4 million, or 23.6%, from $31.2 million during the same period of 2019. The largest driver of the increase was an increase of $6.4 million, or 168.8%, in loan revenue, which reflected robust production from the Company’s residential mortgage business as low interest rates drove new purchase and refinance volumes coupled with the inclusion of a full year of the acquired ATBancorp operations. Similarly, the $1.6 million increase in 2020 from investment services and trust activities reflected the first full year of acquired ATBancorp operations in the Company’s results. Finally, ‘Other’ noninterest income increased $0.8 million due primarily to a $1.9 million increase in commercial loan swap program revenue offset by a $1.1 million pre-tax gain on sale of MidWestOne Insurance Services, Inc. assets recognized in June 2019 with no such gain recognized in 2020. The MidWestOne Insurance Services, Inc. subsidiary was dissolved effective December 2019. Partially offsetting these increases was a reduction of service charges and fees income of $1.3 million and a decline of $0.7 million in insurance commissions that stemmed from the aforementioned sale and dissolution of the insurance subsidiary in 2019.
Noninterest Expense
The following table sets forth the various categories of noninterest expense for the years ended December 31, 2020, 2019, and 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
(dollars in thousands)
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
Compensation and employee benefits
|
$
|
66,397
|
|
|
$
|
65,660
|
|
|
$
|
737
|
|
|
1.1
|
%
|
|
$
|
65,660
|
|
|
$
|
49,758
|
|
|
$
|
15,902
|
|
|
32.0
|
%
|
Occupancy expense of premises, net
|
9,348
|
|
|
8,647
|
|
|
701
|
|
|
8.1
|
|
|
8,647
|
|
|
7,597
|
|
|
1,050
|
|
|
13.8
|
|
Equipment
|
7,865
|
|
|
7,717
|
|
|
148
|
|
|
1.9
|
|
|
7,717
|
|
|
5,565
|
|
|
2,152
|
|
|
38.7
|
|
Legal and professional
|
6,153
|
|
|
8,049
|
|
|
(1,896)
|
|
|
(23.6)
|
|
|
8,049
|
|
|
4,641
|
|
|
3,408
|
|
|
73.4
|
|
Data processing
|
5,362
|
|
|
4,579
|
|
|
783
|
|
|
17.1
|
|
|
4,579
|
|
|
2,951
|
|
|
1,628
|
|
|
55.2
|
|
Marketing
|
3,815
|
|
|
3,789
|
|
|
26
|
|
|
0.7
|
|
|
3,789
|
|
|
2,660
|
|
|
1,129
|
|
|
42.4
|
|
Amortization of intangibles
|
6,976
|
|
|
5,906
|
|
|
1,070
|
|
|
18.1
|
|
|
5,906
|
|
|
2,296
|
|
|
3,610
|
|
|
157.2
|
|
FDIC insurance
|
1,858
|
|
|
690
|
|
|
1,168
|
|
|
169.3
|
|
|
690
|
|
|
1,533
|
|
|
(843)
|
|
|
(55.0)
|
|
Communications
|
1,746
|
|
|
1,701
|
|
|
45
|
|
|
2.6
|
|
|
1,701
|
|
|
1,353
|
|
|
348
|
|
|
25.7
|
|
Foreclosed assets, net
|
150
|
|
|
580
|
|
|
(430)
|
|
|
(74.1)
|
|
|
580
|
|
|
21
|
|
|
559
|
|
|
2,661.9
|
|
Other
|
8,723
|
|
|
10,217
|
|
|
(1,494)
|
|
|
(14.6)
|
|
|
10,217
|
|
|
4,840
|
|
|
5,377
|
|
|
111.1
|
|
Goodwill impairment
|
31,500
|
|
|
—
|
|
|
31,500
|
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
Total noninterest expense
|
$
|
149,893
|
|
|
$
|
117,535
|
|
|
$
|
32,358
|
|
|
27.5
|
%
|
|
$
|
117,535
|
|
|
$
|
83,215
|
|
|
$
|
34,320
|
|
|
41.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
(dollars in thousands)
|
|
2020
|
|
2019
|
|
2018
|
Merger-related expenses:
|
|
|
|
|
|
|
Compensation and employee benefits
|
|
$
|
—
|
|
|
$
|
5,435
|
|
|
$
|
—
|
|
Equipment
|
|
7
|
|
|
483
|
|
|
2
|
|
Legal and professional
|
|
—
|
|
|
2,762
|
|
|
680
|
|
Data processing
|
|
44
|
|
|
90
|
|
|
100
|
|
Other
|
|
10
|
|
|
360
|
|
|
15
|
|
Total impact of merger-related expenses to noninterest expense
|
|
$
|
61
|
|
|
$
|
9,130
|
|
|
$
|
797
|
|
Noninterest expense was $149.9 million for the year ended December 31, 2020, an increase of $32.4 million, or 27.5%, from $117.5 million for the year ended December 31, 2019. The increase in noninterest expense was primarily due to a $31.5 million goodwill impairment charge that was recorded in the third quarter of 2020. Excluding the goodwill impairment charge, noninterest expense increased $0.9 million, or 0.7%, and was impacted by the acquisition of ATBancorp that was completed on May 1, 2019, which resulted in overall higher noninterest expenses in 2020 as compared to 2019, offset by a reduction in merger-related costs between these years.
Full-time equivalent employee levels were 757, 771, and 597 at December 31, 2020, 2019 and 2018, respectively.
Income Tax Expense
Our effective tax rate, or income taxes divided by income before taxes, was 50.3% for 2020 compared with 13.1% for 2019. Excluding non-deductible goodwill impairment, the effective income tax rate for the full year 2020 was 14.9%, reflecting benefits related to general business and renewable energy tax credits and tax exempt interest.
Financial Condition
Following is a table that represents the major categories of the Company’s balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
(dollars in thousands)
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
Assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
82,659
|
|
|
$
|
73,484
|
|
|
$
|
9,175
|
|
|
12.5
|
%
|
Loans held for sale
|
59,956
|
|
|
5,400
|
|
|
54,556
|
|
|
1,010.3
|
|
Debt securities available for sale
|
1,657,381
|
|
|
785,977
|
|
|
871,404
|
|
|
110.9
|
|
Loans held for investment, net of unearned income
|
3,482,223
|
|
|
3,451,266
|
|
|
30,957
|
|
|
0.9
|
|
Allowance for credit losses
|
(55,500)
|
|
|
(29,079)
|
|
|
(26,421)
|
|
|
90.9
|
|
Total loans held for investment, net
|
3,426,723
|
|
|
3,422,187
|
|
|
4,536
|
|
|
91.8
|
|
Other assets
|
329,929
|
|
|
366,525
|
|
|
(36,596)
|
|
|
(10.0)
|
|
Total assets
|
$
|
5,556,648
|
|
|
$
|
4,653,573
|
|
|
$
|
903,075
|
|
|
19.4
|
%
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
Total deposits
|
$
|
4,547,049
|
|
|
$
|
3,728,655
|
|
|
$
|
818,394
|
|
|
21.9
|
%
|
Total borrowings
|
439,480
|
|
|
371,009
|
|
|
68,471
|
|
|
18.5
|
|
Other liabilities
|
54,869
|
|
|
44,927
|
|
|
9,942
|
|
|
22.1
|
|
Total shareholders’ equity
|
515,250
|
|
|
508,982
|
|
|
6,268
|
|
|
1.2
|
|
Total liabilities and shareholders’ equity
|
$
|
5,556,648
|
|
|
$
|
4,653,573
|
|
|
$
|
903,075
|
|
|
19.4
|
%
|
Debt Securities
The composition of debt securities available for sale was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(dollars in thousands)
|
2020
|
|
2019
|
|
|
Debt securities available for sale
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies and corporations
|
$
|
361
|
|
|
—
|
%
|
|
$
|
441
|
|
|
0.1
|
%
|
|
|
|
States and political subdivisions
|
628,346
|
|
|
37.9
|
|
|
257,205
|
|
|
32.7
|
|
|
|
|
Mortgage-backed securities
|
94,018
|
|
|
5.7
|
|
|
43,530
|
|
|
5.5
|
|
|
|
|
Collateralized mortgage obligations
|
565,836
|
|
|
34.1
|
|
|
292,946
|
|
|
37.3
|
|
|
|
|
Corporate debt securities
|
368,820
|
|
|
22.3
|
|
|
191,855
|
|
|
24.4
|
|
|
|
|
Fair value of debt securities available for sale
|
$
|
1,657,381
|
|
|
100.0
|
%
|
|
$
|
785,977
|
|
|
100.0
|
%
|
|
|
|
Our investment securities portfolio is managed to provide both a source of liquidity and earnings. The size of the portfolio varies along with fluctuations in levels of deposits and loans. We consider many factors in determining the composition of our investment portfolio including tax-equivalent yield, credit quality, duration, expected cash flows and prepayment risk, as well as the liquidity position and the interest rate risk profile of the Company.
Debt securities available for sale are carried at fair value. As of December 31, 2020, the fair value of our debt securities available for sale was $1.7 billion, an increase of $871.4 million from $786.0 million at December 31, 2019, primarily driven by the increased levels of deposit balances. There were $34.6 million of gross unrealized gains and $1.3 million of gross unrealized losses in our debt securities available for sale portfolio for a net unrealized gain of $33.3 million at December 31, 2020. During the quarter ended December 31, 2019, the Company transferred all of its debt securities classified as held to maturity to available for sale.
As of December 31, 2020 and 2019, the Company’s mortgage-backed and collateralized mortgage obligations portfolios consisted of securities predominantly backed by one- to four-family mortgage loans and underwritten to the standards of and guaranteed by the following government agencies and government-sponsored enterprises: FHLMC, the FNMA, and the GNMA. The receipt of principal, at par, and interest on these securities is guaranteed by the respective government agency or government-sponsored enterprise, and as such the Company believes exposure for credit-related losses from its mortgage-backed securities and collateralized mortgage obligations is reduced. Further, the Company owns several privately issued collateralized mortgage obligations. These securities are structured with high levels of credit enhancement and carry the highest ratings from the credit rating agencies.
The maturities, carrying values and weighted average yields of debt securities as of December 31, 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity
|
|
|
|
|
|
After One but
|
|
After Five but
|
|
|
|
|
|
Within One Year
|
|
Within Five Years
|
|
Within Ten Years
|
|
After Ten Years
|
(dollars in thousands)
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
Debt securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies and corporations
|
$
|
—
|
|
|
—
|
%
|
|
$
|
361
|
|
|
2.05
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
States and political subdivisions (1)
|
9,879
|
|
|
3.12
|
|
|
83,247
|
|
|
2.98
|
|
|
199,172
|
|
|
2.37
|
|
|
336,048
|
|
|
2.43
|
|
Mortgage-backed securities (2)
|
—
|
|
|
—
|
|
|
11,228
|
|
|
2.48
|
|
|
2,419
|
|
|
2.48
|
|
|
80,371
|
|
|
1.81
|
|
Collateralized mortgage obligations (2)
|
—
|
|
|
—
|
|
|
19
|
|
|
2.94
|
|
|
4,027
|
|
|
1.48
|
|
|
561,790
|
|
|
1.49
|
|
Corporate debt securities
|
31,471
|
|
|
2.78
|
|
|
210,606
|
|
|
2.14
|
|
|
120,923
|
|
|
3.72
|
|
|
5,820
|
|
|
4.18
|
|
Total debt securities available for sale
|
$
|
41,350
|
|
|
2.86
|
%
|
|
$
|
305,461
|
|
|
2.38
|
%
|
|
$
|
326,541
|
|
|
2.86
|
%
|
|
$
|
984,029
|
|
|
1.85
|
%
|
(1) Yield is on a tax-equivalent basis, assuming a federal income tax rate of 21%.
|
(2) These securities are presented based upon contractual maturities.
|
|
|
As of December 31, 2020, no non-agency issuer’s securities exceeded 10% of the Company’s total shareholders’ equity.
Loans
The composition of our loan portfolio by type of loan was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
(dollars in thousands)
|
Amount
|
|
Total
|
|
Amount
|
|
Total
|
|
Amount
|
|
Total
|
|
Amount
|
|
Total
|
|
Amount
|
|
Total
|
Agricultural
|
$
|
116,392
|
|
|
3.3
|
%
|
|
$
|
140,446
|
|
|
4.1
|
%
|
|
$
|
96,956
|
|
|
4.1
|
%
|
|
$
|
105,512
|
|
|
4.6
|
%
|
|
$
|
113,343
|
|
|
5.2
|
%
|
Commercial and industrial
|
1,055,488
|
|
|
30.3
|
|
|
835,236
|
|
|
24.2
|
|
|
533,188
|
|
|
22.2
|
|
|
503,624
|
|
|
22.0
|
|
|
460,970
|
|
|
21.3
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction & development
|
181,291
|
|
|
5.2
|
|
|
298,077
|
|
|
8.6
|
|
|
217,617
|
|
|
9.1
|
|
|
165,276
|
|
|
7.3
|
|
|
126,685
|
|
|
5.9
|
|
Farmland
|
144,970
|
|
|
4.2
|
|
|
181,885
|
|
|
5.3
|
|
|
88,807
|
|
|
3.7
|
|
|
87,868
|
|
|
3.8
|
|
|
94,979
|
|
|
4.4
|
|
Multifamily
|
256,525
|
|
|
7.4
|
|
|
227,407
|
|
|
6.6
|
|
|
134,741
|
|
|
5.6
|
|
|
134,506
|
|
|
5.9
|
|
|
136,003
|
|
|
6.3
|
|
Commercial real estate-other
|
1,149,575
|
|
|
33.0
|
|
|
1,107,490
|
|
|
32.1
|
|
|
826,163
|
|
|
34.4
|
|
|
784,321
|
|
|
34.3
|
|
|
706,576
|
|
|
32.6
|
|
Total commercial real estate
|
1,732,361
|
|
|
49.8
|
|
|
1,814,859
|
|
|
52.6
|
|
|
1,267,328
|
|
|
52.8
|
|
|
1,171,971
|
|
|
51.3
|
|
|
1,064,243
|
|
|
49.2
|
|
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family first liens
|
355,684
|
|
|
10.2
|
|
|
407,418
|
|
|
11.8
|
|
|
341,830
|
|
|
14.3
|
|
|
352,226
|
|
|
15.4
|
|
|
372,233
|
|
|
17.2
|
|
One- to four-family junior liens
|
143,422
|
|
|
4.1
|
|
|
170,381
|
|
|
4.9
|
|
|
120,049
|
|
|
5.0
|
|
|
117,204
|
|
|
5.1
|
|
|
117,763
|
|
|
5.4
|
|
Total residential real estate
|
499,106
|
|
|
14.3
|
|
|
577,799
|
|
|
16.7
|
|
|
461,879
|
|
|
19.3
|
|
|
469,430
|
|
|
20.5
|
|
|
489,996
|
|
|
22.6
|
|
Consumer
|
78,876
|
|
|
2.3
|
|
|
82,926
|
|
|
2.4
|
|
|
39,428
|
|
|
1.6
|
|
|
36,158
|
|
|
1.6
|
|
|
36,591
|
|
|
1.7
|
|
Loans held for investment, net of unearned income
|
$
|
3,482,223
|
|
|
100.0
|
%
|
|
$
|
3,451,266
|
|
|
100.0
|
%
|
|
$
|
2,398,779
|
|
|
100.0
|
%
|
|
$
|
2,286,695
|
|
|
100.0
|
%
|
|
$
|
2,165,143
|
|
|
100.0
|
%
|
Loans held for sale
|
$
|
59,956
|
|
|
|
|
$
|
5,400
|
|
|
|
|
$
|
666
|
|
|
|
|
$
|
856
|
|
|
|
|
$
|
4,241
|
|
|
|
Loans held for investment, net of unearned income, increased $31.0 million, or 0.9%, to $3.48 billion as of December 31, 2020 from $3.45 billion at December 31, 2019, primarily as a result of the Company’s participation in the PPP, offset in part by loan paydowns. Excluding the impact of PPP, organic loan growth was negatively impacted by COVID-19, as the increase in the country’s overall money supply that stemmed from the FRB’s utilization of a variety of monetary policy tools to stimulate the economy and influence overall growth and distribution of credit, bank loans, investments and deposits, coupled with general economic uncertainty, weakened customer loan demand and line utilization. As of December 31, 2020, the amortized cost basis of PPP loans was $259.3 million, or 7.4% of loans held for investment, net of unearned income.
Commitments under standby letters of credit, unused lines of credit and other conditionally approved credit lines totaled approximately $991.4 million and $900.8 million as of December 31, 2020 and 2019, respectively.
Our loan to deposit ratio decreased to 76.58% at year end 2020 from 92.56% at the end of 2019, with our target range for this ratio being between 80% and 90%. The loan to deposit ratio was below our target range at year-end 2020 as a result of loan payoffs experienced during the year coupled with lower loan demand and line utilization. In addition, deposit growth fueled by government stimulus was principally utilized to purchase debt securities and payoff long-term debt.
The following table sets forth remaining maturities and rate types of loans at December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturities Within
|
|
Maturities After
|
|
|
|
Due In
|
|
|
|
|
|
One Year
|
|
One Year
|
|
Due Within
|
|
One to
|
|
Due After
|
|
|
|
Fixed
|
|
Variable
|
|
Fixed
|
|
Variable
|
(dollars in thousands)
|
One Year
|
|
Five Years
|
|
Five Years
|
|
Total
|
|
Rates
|
|
Rates
|
|
Rates
|
|
Rates
|
Agricultural
|
$
|
81,194
|
|
|
$
|
29,327
|
|
|
$
|
5,871
|
|
|
$
|
116,392
|
|
|
$
|
25,223
|
|
|
$
|
55,971
|
|
|
$
|
29,714
|
|
|
$
|
5,484
|
|
Commercial and industrial
|
164,252
|
|
|
507,906
|
|
|
383,330
|
|
|
1,055,488
|
|
|
45,519
|
|
|
118,733
|
|
|
609,151
|
|
|
282,085
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction & development
|
49,811
|
|
|
109,680
|
|
|
21,800
|
|
|
181,291
|
|
|
27,725
|
|
|
22,086
|
|
|
73,001
|
|
|
58,479
|
|
Farmland
|
18,946
|
|
|
65,972
|
|
|
60,052
|
|
|
144,970
|
|
|
16,525
|
|
|
2,421
|
|
|
81,442
|
|
|
44,582
|
|
Multifamily
|
21,209
|
|
|
122,972
|
|
|
112,344
|
|
|
256,525
|
|
|
11,555
|
|
|
9,654
|
|
|
132,904
|
|
|
102,412
|
|
Commercial real estate-other
|
159,986
|
|
|
438,763
|
|
|
550,826
|
|
|
1,149,575
|
|
|
140,053
|
|
|
19,933
|
|
|
456,685
|
|
|
532,904
|
|
Total commercial real estate
|
249,952
|
|
|
737,387
|
|
|
745,022
|
|
|
1,732,361
|
|
|
195,858
|
|
|
54,094
|
|
|
744,032
|
|
|
738,377
|
|
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family first liens
|
19,160
|
|
|
75,645
|
|
|
260,879
|
|
|
355,684
|
|
|
9,509
|
|
|
9,651
|
|
|
154,346
|
|
|
182,178
|
|
One- to four- family junior liens
|
4,885
|
|
|
20,479
|
|
|
118,058
|
|
|
143,422
|
|
|
2,882
|
|
|
2,003
|
|
|
48,553
|
|
|
89,984
|
|
Total residential real estate
|
24,045
|
|
|
96,124
|
|
|
378,937
|
|
|
499,106
|
|
|
12,391
|
|
|
11,654
|
|
|
202,899
|
|
|
272,162
|
|
Consumer
|
11,370
|
|
|
50,649
|
|
|
16,857
|
|
|
78,876
|
|
|
5,953
|
|
|
5,417
|
|
|
66,262
|
|
|
1,244
|
|
Total loans
|
$
|
530,813
|
|
|
$
|
1,421,393
|
|
|
$
|
1,530,017
|
|
|
$
|
3,482,223
|
|
|
$
|
284,944
|
|
|
$
|
245,869
|
|
|
$
|
1,652,058
|
|
|
$
|
1,299,352
|
|
Of the $1.55 billion of variable rate loans, approximately $804.5 million, or 52.1%, are subject to interest rate floors, with a weighted average floor rate of 4.05%.
Nonperforming Assets
The following table sets forth information concerning nonperforming loans by class of receivable at December 31, 2020 and December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
(dollars in thousands)
|
Nonaccrual
|
|
90+ Days Past Due and Still Accruing Interest
|
|
Total
|
|
Nonaccrual
|
|
90+ Days Past Due and Still Accruing Interest
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
|
$
|
2,584
|
|
|
$
|
—
|
|
|
$
|
2,584
|
|
|
$
|
2,893
|
|
|
$
|
—
|
|
|
$
|
2,893
|
|
Commercial and industrial
|
7,326
|
|
|
106
|
|
|
7,432
|
|
|
13,276
|
|
|
—
|
|
|
13,276
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
Construction & development
|
1,145
|
|
|
—
|
|
|
1,145
|
|
|
1,494
|
|
|
—
|
|
|
1,494
|
|
Farmland
|
8,319
|
|
|
—
|
|
|
8,319
|
|
|
10,402
|
|
|
—
|
|
|
10,402
|
|
Multifamily
|
746
|
|
|
—
|
|
|
746
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Commercial real estate-other
|
19,134
|
|
|
—
|
|
|
19,134
|
|
|
10,141
|
|
|
—
|
|
|
10,141
|
|
Total commercial real estate
|
29,344
|
|
|
—
|
|
|
29,344
|
|
|
22,037
|
|
|
—
|
|
|
22,037
|
|
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family first liens
|
1,895
|
|
|
625
|
|
|
2,520
|
|
|
2,556
|
|
|
99
|
|
|
2,655
|
|
One- to four- family junior liens
|
722
|
|
|
—
|
|
|
722
|
|
|
513
|
|
|
25
|
|
|
538
|
|
Total residential real estate
|
2,617
|
|
|
625
|
|
|
3,242
|
|
|
3,069
|
|
|
124
|
|
|
3,193
|
|
Consumer
|
79
|
|
|
8
|
|
|
87
|
|
|
206
|
|
|
12
|
|
|
218
|
|
Total (1)
|
$
|
41,950
|
|
|
$
|
739
|
|
|
$
|
42,689
|
|
|
$
|
41,481
|
|
|
$
|
136
|
|
|
$
|
41,617
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Starting in the second quarter of 2020, performing troubled debt restructured loans held for investment are no longer included in nonperforming assets. Prior period information has been adjusted to exclude these loans.
|
The gross interest income that would have been recorded in the years ended December 31, 2020, 2019 and 2018 if the nonaccrual and TDRs had been current in accordance with their original terms was $3.8 million, $5.8 million, and $2.4 million, respectively. The amount of interest collected on those loans that was included in interest income was $1.4 million, $2.4 million, and $0.9 million for the years ended December 31, 2020, 2019 and 2018, respectively.
The following table sets forth information concerning nonperforming assets and performing TDRs at December 31 for each of the years indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(dollars in thousands)
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Nonaccrual loans held for investment
|
$
|
41,950
|
|
|
$
|
41,481
|
|
|
$
|
19,924
|
|
|
$
|
14,784
|
|
|
$
|
20,668
|
|
Accruing loans contractually past due 90 days or more
|
739
|
|
|
136
|
|
|
365
|
|
|
207
|
|
|
485
|
|
Foreclosed assets, net
|
2,316
|
|
|
3,706
|
|
|
535
|
|
|
2,010
|
|
|
2,097
|
|
Total nonperforming assets (1)
|
$
|
45,005
|
|
|
$
|
45,323
|
|
|
$
|
20,824
|
|
|
$
|
17,001
|
|
|
$
|
23,250
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming assets ratio(2)
|
1.29
|
%
|
|
1.31
|
%
|
|
0.87
|
%
|
|
0.74
|
%
|
|
1.07
|
%
|
|
|
|
|
|
|
|
|
|
|
Performing troubled debt restructured
|
$
|
2,630
|
|
|
$
|
4,372
|
|
|
$
|
5,284
|
|
|
$
|
9,815
|
|
|
$
|
7,377
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Starting in the second quarter of 2020, performing troubled debt restructured loans held for investment are no longer included in nonperforming assets. Prior period information has been adjusted to exclude these loans.
|
(2) Nonperforming assets ratio is calculated as total nonperforming assets divided by the sum of loans held for investment, net of unearned income and foreclosed assets, net at the end of the period.
|
Total nonperforming assets were $45.0 million at December 31, 2020, compared to $45.3 million at December 31, 2019, a $0.3 million, or 0.7%, decrease. Nonperforming loans increased slightly from $41.6 million, or 1.21% of total loans, at December 31, 2019, to $42.7 million, or 1.23% of total loans, at December 31, 2020, while foreclosed assets, net, decreased $1.4 million, or 37.5%, during 2020. The COVID-19 pandemic negatively impacted nonperforming asset volumes at December 31, 2020, as the Company saw a deterioration of certain credits. However, the effects of such deterioration were more than offset by the resolution of existing nonperforming assets. Foreclosed assets, net, are carried at the lower of cost or fair value less estimated costs of disposal. Additional discounts could be required to market and sell the properties, resulting in a write down through expense. The nonperforming assets ratio declined 2 basis points from 1.31% at December 31, 2019, to 1.29% at December 31, 2020.
Loan Review and Classification Process for Agricultural Loans, Commercial and Industrial Loans, and Commercial Real Estate Loans:
The Bank maintains a loan review and classification process which involves multiple officers of the Bank and is designed to assess the general quality of credit underwriting and to promote early identification of potential problem loans. All commercial and agricultural loan officers are charged with the responsibility of risk rating all loans in their portfolios and updating the ratings, positively or negatively, on an ongoing basis as conditions warrant. Risk ratings are selected from an 8-point scale with ratings as follows: ratings 1- 4 Satisfactory (pass), rating 5 Watch (potential weakness), rating 6 Substandard (well-defined weakness), rating 7 Doubtful, and rating 8 Loss.
When a loan officer originates a new loan, based upon proper loan authorization, they document the credit file with an offering sheet summary, supplemental underwriting analysis, relevant financial information and collateral evaluations. All of this information is used in the determination of the initial loan risk rating. The Bank’s loan review department undertakes independent credit reviews of relationships based on either criteria established by loan policy, risk-focused sampling, or random sampling. Loan policy requires all credit relationships with total exposure of $5.0 million or more, as determined semi-annually as of month-end December and June, to be reviewed no less than annually. In addition, all classified (loan grades 6 through 8) and watch (loan grade 5) rated credits over $1.0 million are to be reviewed no less than annually. The individual loan reviews consider such items as: loan type; nature, type and estimated value of collateral; borrower and/or guarantor estimated financial strength; most recently available financial information; related loans and total borrower exposure; and current and anticipated performance of the loan. The results of such reviews are presented to both executive management and the audit committee of the Company's board of directors.
Through the review of delinquency reports, updated financial statements or other relevant information, the lending officer and/or loan review personnel may determine that a loan relationship has weakened to the point that a watch (loan grade 5) or classified (loan grades 6 through 8) status is warranted. When a loan relationship with total related exposure of $1.0 million or
greater is adversely graded (loan grade 5 or above), or is classified as a TDR (regardless of size), the lending officer is then charged with preparing a loan strategy summary worksheet that outlines the background of the credit problem, current repayment status of the loans, current collateral evaluation and a workout plan of action. This plan may include goals to improve the credit rating, assist the borrower in moving the loans to another institution and/or collateral liquidation. All such reports are first presented to regional management and then to the loan strategy committee. Copies of the minutes of these committee meetings are presented to the board of directors of the Bank.
Depending upon the individual facts and circumstances and the result of the classified/watch review process, loan officers and/or loan review personnel may categorize the loan relationship as impaired. Once that determination has occurred, the credit analyst will complete an evaluation of the collateral (for collateral-dependent loans) based upon the estimated collateral value, adjusting for current market conditions and other local factors that may affect collateral value. Loan review personnel may also complete an independent impairment analysis when deemed necessary. These judgmental evaluations may produce an initial specific allowance for placement in the Company’s allowance for credit losses calculation. Impairment analysis for the underlying collateral value is completed in the last month of the quarter. The impairment analysis worksheets are reviewed by the Credit Administration department prior to quarter-end. The board of directors of the Bank on a quarterly basis reviews the classified/watch reports including changes in credit grades of 5 or higher as well as all impaired loans, the related allowances and foreclosed assets, net.
The review process also provides for the upgrade of loans that show improvement since the last review. All requests for an upgrade of a credit are approved by the loan strategy committee before the rating can be changed.
Enhanced Credit Monitoring
In response to the current economic environment, beginning in the second quarter of 2020, we performed a quarterly additional risk rating review, which encompassed all loans greater than $1 million from industry groups identified as "vulnerable" to significant impact from COVID-19 (e.g. non-essential retail, restaurants, hotels, CRE-retail, and arts, entertainment and gaming industries), in addition to the top 30 largest loan relationships. The additional risk rating review allows us to build on our existing portfolio monitoring processes, while also creating enhanced monitoring procedures to increase the penetration of our portfolio and ultimately the transparency of the risk profile of the portfolio.
Loan Modifications
We restructure loans for our customers who appear to be able to meet the terms of their loan over the long term, but who may be unable to meet the terms of the loan in the near term due to individual circumstances. We consider the customer’s past performance, previous and current credit history, the individual circumstances surrounding the current difficulties and their plan to meet the terms of the loan in the future prior to restructuring the terms of the loan. See Note 1. Nature of Business and Significant Accounting Policies for additional information on factors considered related to concessions.
Generally, short-term deferral of required payments would not be considered a concession. Once a restructured loan has gone 90 days or more past due or is placed on nonaccrual status, it is included in the 90 days or more past due or nonaccrual totals. During the year ended December 31, 2020, the Company modified 22 loans that were considered TDRs. Refer above to Note 4. Loans Receivable and the Allowance for Credit Losses for details pertaining to the modifications that were a result of COVID-19 that were not deemed to be TDRs.
Allowance for Credit Losses
The following table shows activity affecting the allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
(dollars in thousands)
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Loans held for investment, net of unearned income
|
$
|
3,482,223
|
|
|
$
|
3,451,266
|
|
|
$
|
2,398,779
|
|
|
$
|
2,286,695
|
|
|
$
|
2,165,143
|
|
Average loans held for investment, net of unearned income
|
$
|
3,551,945
|
|
|
$
|
3,157,127
|
|
|
$
|
2,354,354
|
|
|
$
|
2,201,364
|
|
|
$
|
2,161,376
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses at beginning of period
|
$
|
29,079
|
|
|
$
|
29,307
|
|
|
$
|
28,059
|
|
|
$
|
21,850
|
|
|
$
|
19,427
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
Agricultural
|
$
|
1,051
|
|
|
$
|
1,130
|
|
|
$
|
656
|
|
|
$
|
1,202
|
|
|
$
|
1,204
|
|
Commercial and industrial
|
2,502
|
|
|
4,774
|
|
|
2,752
|
|
|
2,338
|
|
|
3,066
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
Construction & development
|
—
|
|
|
—
|
|
|
—
|
|
|
257
|
|
|
734
|
|
Farmland
|
267
|
|
|
650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Commercial real estate-other
|
2,050
|
|
|
887
|
|
|
2,901
|
|
|
7,674
|
|
|
197
|
|
Total commercial real estate
|
2,317
|
|
|
1,537
|
|
|
2,901
|
|
|
7,931
|
|
|
931
|
|
Residential real estate:
|
|
|
|
|
|
|
|
|
|
One- to four- family first liens
|
151
|
|
|
61
|
|
|
83
|
|
|
250
|
|
|
462
|
|
One- to four- family junior liens
|
35
|
|
|
168
|
|
|
30
|
|
|
55
|
|
|
320
|
|
Total residential real estate
|
186
|
|
|
229
|
|
|
113
|
|
|
305
|
|
|
782
|
|
Consumer
|
737
|
|
|
720
|
|
|
618
|
|
|
257
|
|
|
98
|
|
Total charge-offs
|
$
|
6,793
|
|
|
$
|
8,390
|
|
|
$
|
7,040
|
|
|
$
|
12,033
|
|
|
$
|
6,081
|
|
Recoveries:
|
|
|
|
|
|
|
|
|
|
Agricultural
|
$
|
130
|
|
|
$
|
32
|
|
|
$
|
67
|
|
|
$
|
187
|
|
|
$
|
33
|
|
Commercial and industrial
|
1,055
|
|
|
195
|
|
|
291
|
|
|
232
|
|
|
124
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
Construction & development
|
—
|
|
|
6
|
|
|
60
|
|
|
167
|
|
|
54
|
|
Farmland
|
8
|
|
|
202
|
|
|
—
|
|
|
24
|
|
|
1
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Commercial real estate-other
|
116
|
|
|
103
|
|
|
230
|
|
|
100
|
|
|
137
|
|
Total commercial real estate
|
124
|
|
|
311
|
|
|
290
|
|
|
291
|
|
|
192
|
|
Residential real estate:
|
|
|
|
|
|
|
|
|
|
One- to four- family first liens
|
17
|
|
|
47
|
|
|
139
|
|
|
24
|
|
|
82
|
|
One- to four- family junior liens
|
32
|
|
|
58
|
|
|
149
|
|
|
156
|
|
|
75
|
|
Total residential real estate
|
49
|
|
|
105
|
|
|
288
|
|
|
180
|
|
|
157
|
|
Consumer
|
170
|
|
|
361
|
|
|
52
|
|
|
18
|
|
|
15
|
|
Total recoveries
|
$
|
1,528
|
|
|
$
|
1,004
|
|
|
$
|
988
|
|
|
$
|
908
|
|
|
$
|
521
|
|
Net loans charged off
|
$
|
5,265
|
|
|
$
|
7,386
|
|
|
$
|
6,052
|
|
|
$
|
11,125
|
|
|
$
|
5,560
|
|
Credit loss expense
|
$
|
27,702
|
|
|
$
|
7,158
|
|
|
$
|
7,300
|
|
|
$
|
17,334
|
|
|
$
|
7,983
|
|
Day 1 transition adjustment from adoption of ASC 326
|
$
|
3,984
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Allowance for credit losses at end of period
|
$
|
55,500
|
|
|
$
|
29,079
|
|
|
$
|
29,307
|
|
|
$
|
28,059
|
|
|
$
|
21,850
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-off ratio(1)
|
0.15
|
%
|
|
0.23
|
%
|
|
0.26
|
%
|
|
0.51
|
%
|
|
0.26
|
%
|
Allowance for credit losses ratio(2)
|
1.59
|
%
|
|
0.84
|
%
|
|
1.22
|
%
|
|
1.23
|
%
|
|
1.01
|
%
|
Adjusted allowance for credit losses ratio(3)
|
1.72
|
%
|
|
0.84
|
%
|
|
1.22
|
%
|
|
1.23
|
%
|
|
1.01
|
%
|
|
|
|
|
|
|
|
|
|
|
(1) Net charge-off ratio is calculated as net charge-offs divided by average loans held for investment, net of unearned income during the period.
|
(2) Allowance for credit losses ratio is calculated as allowance for credit losses divided by loans held for investment, net of unearned income at the end of the period.
|
(3) Non-GAAP financial measure. See the “Non-GAAP Presentations” section for a reconciliation to the most comparable GAAP equivalent.
|
The following table sets forth the allowance for credit losses by loan portfolio segments compared to the percentage of loans to total loans by loan portfolio segment as of December 31 for each of the years indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
(dollars in thousands)
|
Allowance Amount
|
|
Percent of Loans to Total Loans
|
|
Allowance Amount
|
|
Percent of Loans to Total Loans
|
|
Allowance Amount
|
|
Percent of Loans to Total Loans
|
|
Allowance Amount
|
|
Percent of Loans to Total Loans
|
|
Allowance Amount
|
|
Percent of Loans to Total Loans
|
Agricultural
|
$
|
1,346
|
|
|
3.3
|
%
|
|
$
|
3,748
|
|
|
4.1
|
%
|
|
$
|
3,637
|
|
|
4.1
|
%
|
|
$
|
2,790
|
|
|
4.6
|
%
|
|
$
|
2,003
|
|
|
5.2
|
%
|
Commercial and industrial
|
15,689
|
|
|
30.3
|
|
|
8,394
|
|
|
24.2
|
|
|
7,478
|
|
|
22.2
|
|
|
8,518
|
|
|
22.0
|
|
|
6,274
|
|
|
21.3
|
|
Commercial real estate
|
32,640
|
|
|
49.8
|
|
|
13,804
|
|
|
52.6
|
|
|
15,635
|
|
|
52.8
|
|
|
13,637
|
|
|
51.3
|
|
|
9,860
|
|
|
49.2
|
|
Residential real estate
|
4,882
|
|
|
14.3
|
|
|
2,685
|
|
|
16.7
|
|
|
2,349
|
|
|
19.3
|
|
|
2,870
|
|
|
20.5
|
|
|
3,458
|
|
|
22.6
|
|
Consumer
|
943
|
|
|
2.3
|
|
|
448
|
|
|
2.4
|
|
|
208
|
|
|
1.6
|
|
|
244
|
|
|
1.6
|
|
|
255
|
|
|
1.7
|
|
Total
|
$
|
55,500
|
|
|
100.0
|
%
|
|
$
|
29,079
|
|
|
100.0
|
%
|
|
$
|
29,307
|
|
|
100.0
|
%
|
|
$
|
28,059
|
|
|
100.0
|
%
|
|
$
|
21,850
|
|
|
100.0
|
%
|
CECL Adoption and ACL Framework: The framework requires that management's estimate reflects credit losses over the full remaining expected life of each credit, which includes the acquired loan portfolio that was previously excluded, and considers expected future changes in macroeconomic conditions. The adoption resulted in the recognition on January 1, 2020 of cumulative effect adjustments of $4.0 million related to the allowance for credit losses for loans and $3.4 million related to the liability for off-balance sheet credit exposures. See Note 1. Nature of Business and Significant Accounting Policies for additional information on the Company's adoption of CECL.
Actual Results: Our ACL as of December 31, 2020 was $55.5 million, which was 1.59% of loans held for investment, net of unearned income, as of that date. This compares with an ALL of $29.1 million as of December 31, 2019, which was 0.84% of loans held for investment, net of unearned income. The ACL at December 31, 2020 does not include a reserve for the PPP loans as they are fully guaranteed by the SBA. When adjusted for the impact of PPP loans, the ratio of the ACL as a percentage of loans held for investment, net of unearned income, as of December 31, 2020 was 1.72%, an increase of 88 basis points from the prior year’s ratio of 0.84% (a non-GAAP financial measure - see "Non-GAAP Presentations"). The increase in the ACL is due in part to the adoption of the CECL accounting guidance, which included the one-time cumulative effect adjustment previously described. In addition, the adoption of CECL resulted in a higher allowance estimate for acquired loans, while under the prior methodology the allowance estimate for acquired loans was partially offset by purchase discounts. The increase in the ACL also reflects changes in current and forecasted conditions, which were negatively impacted by the COVID-19 pandemic, as well as changes to modeling assumptions. The liability for off-balance sheet credit exposures totaled $4.1 million as of December 31, 2020 and is included in 'Other liabilities' on the balance sheet.
The Company recorded credit loss expense related to loans of $27.7 million for the year ended December 31, 2020 as compared to $7.2 million for the year ended December 31, 2019. Gross charge-offs for the year ended December 31, 2020 were $6.8 million, while there were $1.5 million in recoveries of previously charged-off loans. The ratio of net loan charge offs to average loans for the year ended December 31, 2020 declined to 0.15% compared to 0.23% for the year ended December 31, 2019 and was the lowest level experienced over the last five years.
Economic Forecast: At December 31, 2020, the economic forecast used by the Company showed the following: (1) Midwest unemployment – slight increase over the next three forecasted quarters, with a decline in the fourth forecasted quarter; (2) Year-to-year change in national retail sales - increases over the next four forecasted quarters; (3) Year-to-year change in CRE Index - decreases over the next four forecasted quarters; (4) Year-to-year change in U.S. GDP - a decrease in the first forecasted quarter, followed by increases in the following three quarters; (5) Year-to-year change in National Home Price Index – increases over the next four forecasted quarters; and (6) Rental Vacancy - an increase over the forecasted four quarters. These loss drivers saw overall economic improvement when compared to the previously disclosed third quarter 2020 results, but are consistently worse when compared to recent historical trends over the past several years, largely as a result of the COVID-19 pandemic.
Loan Policy: We specifically evaluate all nonaccrual loans greater than $250,000 individually on a quarterly basis to estimate the appropriate allowance due to collateral deficiency or insufficient cash-flow based on a discounted cash-flow analysis. At December 31, 2020, TDRs were not a material portion of the loan portfolio. We review loans 90 days or more past due that are still accruing interest no less than quarterly to determine if the asset is both well secured and in the process of collection. If not, such loans are placed on non-accrual status.
Based on the inherent risk in the loan portfolio, management believed that as of December 31, 2020, the ACL was adequate; however, there is no assurance losses will not exceed the allowance, and any growth in the loan portfolio or uncertainty in the general economy will require that management continue to evaluate the adequacy of the ACL and make additional provisions in future periods as deemed necessary. See Note 4. Loans Receivable and the Allowance for Credit Losses for additional information related to the allowance for credit losses.
Goodwill and Other Intangible Assets
Goodwill was $62.5 million as of December 31, 2020, a decline of $29.4 million, or 32.0%, from $91.9 million at December 31, 2019 due to the $31.5 million goodwill impairment that was recorded in the third quarter of 2020, offset in part by the $2.1 million purchase accounting adjustment from the merger with ATBancorp that was finalized in the first quarter of 2020. Other intangible assets were $25.2 million at December 31, 2020, a decrease of $7.0 million, or 21.7%, from $32.2 million at December 31, 2019 due to the additional amortization of these assets.
Deposits
The composition of deposits was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
As of December 31, 2019
|
(in thousands)
|
Balance
|
|
% of Total
|
|
Balance
|
|
% of Total
|
Noninterest bearing deposits
|
$
|
910,655
|
|
|
20.0
|
%
|
|
$
|
662,209
|
|
|
17.8
|
%
|
Interest checking deposits
|
1,351,641
|
|
|
29.8
|
%
|
|
962,830
|
|
|
25.7
|
%
|
Money market deposits
|
918,654
|
|
|
20.2
|
%
|
|
763,028
|
|
|
20.5
|
%
|
Savings deposits
|
529,751
|
|
|
11.7
|
%
|
|
387,142
|
|
|
10.4
|
%
|
Time deposits under $250,000
|
581,471
|
|
|
12.8
|
%
|
|
682,232
|
|
|
18.3
|
%
|
Time deposits of $250,000 or more
|
254,877
|
|
|
5.6
|
%
|
|
271,214
|
|
|
7.3
|
%
|
Total deposits
|
$
|
4,547,049
|
|
|
100.0
|
%
|
|
$
|
3,728,655
|
|
|
100.0
|
%
|
Deposits increased $818.4 million from December 31, 2019, or 21.9%, reflecting the combination of fiscal stimulus and general economic uncertainty amid the COVID-19 pandemic. Approximately 81.3% of our total deposits were considered “core” deposits as of December 31, 2020, compared to 74.2% at December 31, 2019. We consider core deposits to be the total of all deposits other than certificates of deposit and brokered money market deposits.
The following table shows the composition and average balance of deposits for the indicated years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
Average
|
|
%
|
|
Average
|
|
Average
|
|
%
|
|
Average
|
|
Average
|
|
%
|
|
Average
|
|
Average
|
|
%
|
|
Average
|
|
Average
|
|
%
|
|
Average
|
(dollars in thousands)
|
Balance
|
|
Total
|
|
Rate
|
|
Balance
|
|
Total
|
|
Rate
|
|
Balance
|
|
Total
|
|
Rate
|
|
Balance
|
|
Total
|
|
Rate
|
|
Balance
|
|
Total
|
|
Rate
|
Non-interest-bearing deposits
|
$
|
832,038
|
|
|
19.9
|
%
|
|
N/A
|
|
$
|
586,100
|
|
|
17.4
|
%
|
|
NA
|
|
$
|
455,223
|
|
|
17.5
|
%
|
|
NA
|
|
$
|
471,170
|
|
|
18.8
|
%
|
|
NA
|
|
$
|
512,383
|
|
|
21.0
|
%
|
|
NA
|
Interest-bearing checking and money market
|
1,953,134
|
|
|
46.7
|
|
|
0.42
|
%
|
|
1,573,436
|
|
|
46.8
|
|
|
0.78
|
%
|
|
1,215,428
|
|
|
46.6
|
|
|
0.49
|
%
|
|
1,152,350
|
|
|
46.0
|
|
|
0.32
|
%
|
|
1,087,757
|
|
|
44.5
|
|
|
0.29
|
%
|
Savings deposits
|
454,000
|
|
|
10.8
|
|
|
0.31
|
|
|
329,199
|
|
|
9.8
|
|
|
0.33
|
|
|
214,244
|
|
|
8.2
|
|
|
0.12
|
|
|
205,204
|
|
|
8.2
|
|
|
0.10
|
|
|
195,237
|
|
|
8.0
|
|
|
0.14
|
|
Time deposits
|
945,234
|
|
|
22.6
|
|
|
1.52
|
|
|
873,978
|
|
|
26.0
|
|
|
1.90
|
|
|
723,830
|
|
|
27.7
|
|
|
1.54
|
|
|
674,757
|
|
|
27.0
|
|
|
1.13
|
|
|
649,986
|
|
|
26.5
|
|
|
0.92
|
|
Total deposits
|
$
|
4,184,406
|
|
|
100.0
|
%
|
|
0.57
|
%
|
|
$
|
3,362,713
|
|
|
100.0
|
%
|
|
0.89
|
%
|
|
$
|
2,608,725
|
|
|
100.0
|
%
|
|
0.66
|
%
|
|
$
|
2,503,481
|
|
|
100.0
|
%
|
|
0.46
|
%
|
|
$
|
2,445,363
|
|
|
100.0
|
%
|
|
0.38
|
%
|
Time deposits of $100,000 and over at December 31, 2020 had the following maturities:
|
|
|
|
|
|
(in thousands)
|
|
Three months or less
|
$
|
147,576
|
|
Over three through six months
|
106,596
|
|
Over six months through one year
|
81,179
|
|
Over one year
|
117,570
|
|
Total
|
$
|
452,921
|
|
Short-Term Borrowings
Federal funds purchased: The Bank purchases federal funds for short-term funding needs from correspondent and regional banks. As of December 31, 2020 and 2019, the Bank had no federal funds purchased.
Securities Sold Under Agreements to Repurchase: Securities sold under agreement to repurchase rose $57.0 million, or 48.6%, to $174.3 million as of December 31, 2020, compared with $117.2 million as of December 31, 2019. Securities sold under agreements to repurchase are agreements in which the Company acquires funds by selling investment securities to another party under a simultaneous agreement to repurchase the same investment securities at a specified price and date. The Company enters into repurchase agreements and also offers a demand deposit account product to customers that sweeps their balances in excess of an agreed upon target amount into overnight repurchase agreements. As such, the balance of these borrowings vary according to the liquidity needs of the customers participating in these sweep accounts.
Federal Home Loan Bank Advances: The Bank utilizes FHLB short-term advances for short-term funding needs. As of December 31, 2020 and 2019, FHLB advances were $56.5 million and $22.1 million, respectively.
Line of Credit: The Bank entered into a line of credit agreement with a correspondent bank under which the Company is able to borrow up to $25.0 million from an unsecured revolving credit facility. The Company had nothing outstanding under this revolving credit facility as of both December 31, 2020 and 2019.
Long-Term Debt
Finance Lease Payable: The Company has one existing finance lease for a banking office location, with a present value liability of $1.1 million as of December 31, 2020, as compared to $1.2 million as of December 31, 2019.
Junior Subordinated Notes Issued to Capital Trusts: Junior subordinated notes that have been issued to capital trusts that issued trust preferred securities were $41.8 million as of December 31, 2020, compared to $41.6 million as of December 31, 2019.
Subordinated Debentures: On May 1, 2019, the Company assumed $10.9 million in aggregate principal amount of subordinated debentures as a result of the merger with ATBancorp. In addition, on July 28, 2020, the Company completed a private placement offering of $65.0 million aggregate principal amount of 5.75% fixed-to-floating rate subordinated notes, of which $63.75 million have been exchanged for subordinated notes registered under the Securities Act of 1933. As a result of the offering, the balance of subordinated debentures increased to $74.6 million at December 31, 2020, as compared to $10.9 million at December 31, 2019.
Federal Home Loan Bank Borrowings: FHLB borrowings totaled $91.2 million as of December 31, 2020, compared to $145.7 million as of December 31, 2019, a decrease of $54.5 million, or 37.4% due to maturities of FHLB advances. We utilize FHLB borrowings as a supplement to customer deposits to fund interest earning assets and to assist in managing interest rate risk.
Other Long-Term Debt: On April 30, 2015, the Company entered into a $35.0 million unsecured note payable with a correspondent bank with a maturity date of June 30, 2020. The Company drew $25.0 million on the note prior to June 30, 2015, at which time the ability to obtain additional advances ceased. The note was paid-off on June 30, 2020.
On April 30, 2019, the Company entered into a $35.0 million unsecured note in connection with the ATBancorp acquisition, with a maturity date of April 30, 2024. The note was paid-off on November 3, 2020.
See Note 12. Long-Term Debt to our consolidated financial statements for additional information related to long-term debt.
The following table sets forth the distribution of borrowed funds and weighted average interest rates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
Weighted
|
|
|
|
Weighted
|
|
|
|
Weighted
|
(dollars in thousands)
|
Balance
|
|
Average Rate
|
|
Balance
|
|
Average Rate
|
|
Balance
|
|
Average Rate
|
Federal funds purchased, repurchase agreements, and FHLB overnight advances
|
$
|
230,789
|
|
|
0.28
|
%
|
|
$
|
139,349
|
|
|
1.17
|
%
|
|
$
|
131,422
|
|
|
1.70
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB borrowings
|
91,198
|
|
|
1.92
|
|
|
145,700
|
|
|
2.25
|
|
|
136,000
|
|
|
2.45
|
|
Junior subordinated notes issued to capital trusts
|
41,763
|
|
|
2.17
|
|
|
41,587
|
|
|
3.85
|
|
|
23,888
|
|
|
4.97
|
|
Subordinated debentures
|
74,634
|
|
|
5.86
|
|
|
10,899
|
|
|
6.50
|
|
|
—
|
|
|
—
|
|
Finance lease payable
|
1,096
|
|
|
8.89
|
|
|
1,224
|
|
|
8.89
|
|
|
—
|
|
|
—
|
|
Other long-term debt
|
—
|
|
|
—
|
|
|
32,250
|
|
|
3.44
|
|
|
7,500
|
|
|
3.78
|
|
Total
|
$
|
439,480
|
|
|
1.77
|
%
|
|
$
|
371,009
|
|
|
2.27
|
%
|
|
$
|
298,810
|
|
|
2.35
|
%
|
The following table sets forth the maximum amount of borrowed funds outstanding at any month-end for the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(dollars in thousands)
|
2020
|
|
2019
|
|
2018
|
Federal funds purchased, repurchase agreements, and FHLB overnight advances
|
$
|
230,789
|
|
|
$
|
159,236
|
|
|
$
|
131,420
|
|
Line of credit
|
10,000
|
|
|
—
|
|
|
—
|
|
FHLB borrowings
|
140,691
|
|
|
160,755
|
|
|
148,000
|
|
Junior subordinated notes issued to capital trusts
|
41,763
|
|
|
44,030
|
|
|
23,888
|
|
Subordinated debentures
|
74,761
|
|
|
10,903
|
|
|
—
|
|
Finance lease payable
|
1,215
|
|
|
1,329
|
|
|
—
|
|
Other long-term debt
|
32,250
|
|
|
41,250
|
|
|
12,500
|
|
Total
|
$
|
531,469
|
|
|
$
|
417,503
|
|
|
$
|
315,808
|
|
The following table sets forth the average amount of and the average rate paid on borrowed funds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
Average
|
|
Average
|
|
Average
|
|
Average
|
|
Average
|
|
Average
|
(dollars in thousands)
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
Federal funds purchased, repurchase agreements, and FHLB overnight advances
|
$
|
154,149
|
|
|
0.53
|
%
|
|
$
|
124,956
|
|
|
1.46
|
%
|
|
$
|
105,094
|
|
|
1.24
|
%
|
Line of credit
|
3,197
|
|
|
2.88
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
FHLB borrowings
|
114,325
|
|
|
2.00
|
|
|
151,764
|
|
|
2.30
|
|
|
133,814
|
|
|
1.95
|
|
Junior subordinated notes issued to capital trusts
|
41,676
|
|
|
3.37
|
|
|
35,956
|
|
|
5.15
|
|
|
23,841
|
|
|
4.97
|
|
Subordinated debentures
|
38,254
|
|
|
6.09
|
|
|
7,304
|
|
|
6.31
|
|
|
—
|
|
|
—
|
|
Finance lease payable
|
1,161
|
|
|
8.79
|
|
|
1,282
|
|
|
8.81
|
|
|
—
|
|
|
—
|
|
Other long-term debt
|
25,032
|
|
|
2.57
|
|
|
27,844
|
|
|
3.97
|
|
|
10,596
|
|
|
3.77
|
|
Total
|
$
|
377,794
|
|
|
2.03
|
%
|
|
$
|
349,106
|
|
|
2.53
|
%
|
|
$
|
273,345
|
|
|
2.01
|
%
|
Off-Balance-Sheet Transactions
During the normal course of business, we are a party to financial instruments with off-balance-sheet risk in order to meet the financing needs of our customers. These financial instruments include commitments to extend credit, commitments to sell loans, and standby letters of credit. We follow the same credit policy (including requiring collateral, if deemed appropriate) to make such commitments as is followed for those loans that are recorded in our financial statements.
Our exposure to credit losses in the event of nonperformance is represented by the contractual amount of the commitments. Management does not expect any significant losses as a result of these commitments, and also expects to have sufficient liquidity available to cover these off-balance-sheet instruments. Off-balance-sheet transactions are more fully discussed in Note 18. Commitments and Contingencies to our consolidated financial statements.
The following table summarizes the Bank’s commitments by expiration period, as of December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than
|
|
1 to 3
|
|
3 to 5
|
|
More than
|
(in thousands)
|
Total
|
|
1 year
|
|
years
|
|
years
|
|
5 years
|
Commitments to extend credit
|
$
|
897,274
|
|
|
$
|
321,966
|
|
|
$
|
252,364
|
|
|
$
|
47,801
|
|
|
$
|
275,143
|
|
Commitments to sell loans
|
59,956
|
|
|
59,956
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Standby letters of credit
|
34,212
|
|
|
24,025
|
|
|
8,055
|
|
|
579
|
|
|
1,553
|
|
Total
|
$
|
991,442
|
|
|
$
|
405,947
|
|
|
$
|
260,419
|
|
|
$
|
48,380
|
|
|
$
|
276,696
|
|
Capital Resources
Contractual Obligations
We are a party to many contractual financial obligations, including repayments of deposits and borrowings and payments for noncancellable operating lease and finance lease obligations. The table below summarizes certain future financial obligations of the Company due by period, as of December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual Obligations
|
|
|
Less than
|
|
1 to 3
|
|
3 to 5
|
|
More than
|
(dollars in thousands)
|
Total
|
|
1 year
|
|
years
|
|
years
|
|
5 years
|
Time certificates of deposit
|
$
|
836,348
|
|
|
$
|
651,374
|
|
|
$
|
160,611
|
|
|
$
|
23,292
|
|
|
$
|
1,071
|
|
Federal funds purchased, repurchase agreements, and FHLB overnight advances
|
230,789
|
|
|
230,789
|
|
|
—
|
|
|
—
|
|
|
—
|
|
FHLB borrowings
|
91,198
|
|
|
43,085
|
|
|
42,101
|
|
|
6,012
|
|
|
—
|
|
Junior subordinated notes issued to capital trusts
|
41,763
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,763
|
|
Subordinated debentures
|
74,634
|
|
|
—
|
|
|
10,882
|
|
|
—
|
|
|
63,752
|
|
|
|
|
|
|
|
|
|
|
|
Noncancellable operating leases and finance lease obligations
|
7,274
|
|
|
1,347
|
|
|
2,410
|
|
|
1,439
|
|
|
2,078
|
|
Total
|
$
|
1,282,006
|
|
|
$
|
926,595
|
|
|
$
|
216,004
|
|
|
$
|
30,743
|
|
|
$
|
108,664
|
|
Shareholders’ Equity & Capital Adequacy
Total shareholders’ equity was $515.3 million as of December 31, 2020, compared to $509.0 million as of December 31, 2019, an increase of $6.3 million, or 1.23%. The total shareholders’ equity to total assets ratio was 9.27% at December 31, 2020, down from 10.94% at December 31, 2019. Dividends per common share were $0.88 and $0.81 for the years ended December 31, 2020 and 2019, respectively.
The Federal Reserve uses capital adequacy guidelines in its examination and regulation of bank holding companies and their subsidiary banks. Risk-based capital ratios are established by allocating assets and certain off-balance-sheet commitments into four risk-weighted categories. These balances are then multiplied by the factor appropriate for that risk-weighted category. Pursuant to the Basel III Rules, the Company and the Bank, respectively, are subject to regulatory capital adequacy requirements promulgated by the Federal Reserve and the FDIC. Failure by the Company or the Bank to meet minimum capital requirements could result in certain mandatory and discretionary actions by our regulators that could have a material adverse effect on our consolidated financial statements. Under the capital requirements and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and the Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of total risk-based capital, Tier 1 capital (as defined in the regulations) and Common Equity Tier 1 Capital (as defined in the regulations) to risk-weighted assets (as defined in the regulations), and a leverage ratio consisting of Tier 1 capital (as defined in the regulations) to average assets (as defined in the regulations). As of December 31, 2020, the Company and the Bank exceeded federal regulatory minimum capital requirements to be classified as well-capitalized (including the capital conservation buffer). See Note 17. Regulatory Capital Requirements and Restrictions on Subsidiary Cash to our consolidated financial statements for additional information related to our regulatory capital ratios.
In order to be a “well-capitalized” depository institution, the Company and the Bank must maintain a Common Equity Tier 1 capital ratio of 6.5% or more; a Tier 1 capital ratio of 8% or more; a total capital ratio of 10% or more; and a leverage ratio of 5% or more. A capital conservation buffer, comprised of 2.5% of Common Equity Tier 1 Capital, is also established above the regulatory minimum capital requirements.
Stock Compensation
On April 20, 2017, the Company’s shareholders approved the MidWestOne Financial Group, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan is the successor to the MidWestOne Financial Group, Inc. 2008 Equity Incentive Plan (the “2008 Plan”), which expired on November 20, 2017.
Restricted stock units were granted to certain officers and directors of the Company on February 15, 2020, May 15, 2020, August 15, 2020, and November 15, 2020 in the amounts of 48,066, 17,083, 6,579, and 437 respectively. Additionally, during the year ended 2020, 39,005 shares of common stock were issued in connection with the vesting of previously awarded grants of restricted stock units, of which 4,973 shares were surrendered by grantees to satisfy tax requirements, and 1,396 unvested restricted stock units were forfeited.
During the fourth quarter of 2020, the Company's board of directors authorized resuming repurchases under of the Company's share repurchase program. The Company previously announced the temporary suspension of its share repurchase program in light of market conditions associated with the COVID-19 pandemic.
Liquidity
Liquidity Management
Liquidity management involves meeting the cash flow requirements of depositors and borrowers. We conduct liquidity management on both a daily and long-term basis, and adjust our investments in liquid assets based on expected loan demand, projected loan maturities and payments, expected deposit flows, yields available on interest-bearing deposits, and the objectives of our asset/liability management program. Excess liquidity is invested generally in short-term U.S. government and agency securities, short- and medium-term state and political subdivision securities, and other investment securities. Our most liquid assets are cash and due from banks, interest-bearing bank deposits, and federal funds sold. The balances of these assets are dependent on our operating, investing, and financing activities during any given period.
Generally, the government’s response to the COVID-19 pandemic in the form of fiscal stimulus payments to individuals, coupled with economic uncertainty stemming from the pandemic, increased liquidity during 2020.
Cash and cash equivalents are summarized in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
(dollars in thousands)
|
|
|
|
|
|
Cash and due from banks
|
$
|
65,078
|
|
|
$
|
67,174
|
|
|
$
|
43,787
|
|
Interest-bearing deposits
|
17,409
|
|
|
6,112
|
|
|
1,693
|
|
Federal funds sold
|
172
|
|
|
198
|
|
|
—
|
|
Total
|
$
|
82,659
|
|
|
$
|
73,484
|
|
|
$
|
45,480
|
|
Generally, our principal sources of funds are deposits, advances from the FHLB, principal repayments on loans, proceeds from the sale of loans, proceeds from the maturity and sale of investment securities, our federal funds lines, and funds provided by operations. While scheduled loan amortization and maturing interest-bearing deposits are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by economic conditions, the general level of interest rates, and competition. We utilized particular sources of funds based on comparative costs and availability. The Bank maintains unsecured lines of credit with several correspondent banks and secured lines with the Federal Reserve Bank Discount Window and the FHLB that would allow us to borrow funds on a short-term basis, if necessary. We also hold debt securities classified as available for sale that could be sold to meet liquidity needs if necessary.
Net cash provided by operations was another major source of liquidity. The net cash provided by operating activities was $9.2 million for the year ended December 31, 2020 and $47.3 million for the year ended December 31, 2019.
As of December 31, 2020, we had outstanding commitments to extend credit to borrowers of $897.3 million, standby letters of credit of $34.2 million, and commitments to sell loans of $60.0 million. Certificates of deposit maturing in one year or less totaled $651.4 million as of December 31, 2020. We believe that a significant portion of these deposits will remain with us upon maturity.
Dividends
Our ability to pay dividends to our shareholders is affected by both corporate law considerations and policies of the FRB applicable to bank holding companies. The FRB requires notification and must provide approval before any declaration and payment of a dividend can occur in a period in which quarterly and/or cumulative twelve-month net earnings are insufficient to fund the dividend amount, among other requirements. Under such circumstances, we may not pay a dividend if the FRB objects or until such time as we receive approval from the FRB. Due to the impact of the goodwill impairment charge on our earnings during the third quarter of 2020, we were required to receive approval from the FRB, as described above, prior to declaring a dividend. Such approval was received from the FRB prior to the declaration of a cash dividend of $0.22 per share by the board of directors of the Company on October 28, 2020.
Inflation
The effects of price changes and inflation can vary substantially for most financial institutions. While management believes that inflation affects the growth of total assets, it is difficult to assess its overall impact on the Company. The price of one or more of the components of the Consumer Price Index may fluctuate considerably and thereby influence the overall Consumer Price Index without having a corresponding effect on interest rates or upon the cost of those goods and services normally purchased by us. In years of high inflation and high interest rates, intermediate and long-term interest rates tend to increase, thereby adversely impacting the market values of investment securities, mortgage loans and other long-term fixed rate loans held by financial institutions. In addition, higher short-term interest rates caused by inflation tend to increase financial institutions’ cost of funds. In other years, the reverse situation may occur.
Non-GAAP Presentations
Certain ratios and amounts not in conformity with GAAP are provided to evaluate and measure the Company’s operating performance and financial condition, including return on average tangible equity, tangible common equity, tangible book value per share, tangible common equity ratio, net interest margin (tax equivalent), core net interest margin, efficiency ratio, and the adjusted allowance for credit losses ratio. Management believes these ratios and amounts provide investors with useful information regarding the Company’s profitability, financial condition and capital adequacy, consistent with how management evaluates the Company’s financial performance. The following tables provide a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on Average Tangible Equity
|
|
For the Year Ended December 31,
|
(Dollars in thousands)
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
Net income
|
|
$
|
6,623
|
|
|
$
|
43,630
|
|
|
$
|
30,351
|
|
|
|
|
|
Intangible amortization, net of tax(1)
|
|
5,232
|
|
|
4,430
|
|
|
1,722
|
|
|
|
|
|
Goodwill impairment
|
|
31,500
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Tangible net income
|
|
$
|
43,355
|
|
|
$
|
48,060
|
|
|
$
|
32,073
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average shareholders’ equity
|
|
$
|
515,455
|
|
|
$
|
452,018
|
|
|
$
|
345,734
|
|
|
|
|
|
Average intangible assets, net
|
|
(113,978)
|
|
|
(108,242)
|
|
|
(75,531)
|
|
|
|
|
|
Average tangible equity
|
|
$
|
401,477
|
|
|
$
|
343,776
|
|
|
$
|
270,203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average equity
|
|
1.28
|
%
|
|
9.65
|
%
|
|
8.78
|
%
|
|
|
|
|
Return on average tangible equity(2)
|
|
10.80
|
%
|
|
13.98
|
%
|
|
11.87
|
%
|
|
|
|
|
(1) Computed on a tax-equivalent basis, assuming an income tax rate of 25%.
|
(2) Tangible net income divided by average tangible equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible Common Equity / Tangible Book Value Per Share/ Tangible Common Equity Ratio
|
|
|
As of December 31,
|
(Dollars in thousands, except per share data)
|
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity
|
|
$
|
515,250
|
|
|
$
|
508,982
|
|
|
$
|
357,067
|
|
|
|
|
|
Intangible assets, net
|
|
(87,719)
|
|
|
(124,136)
|
|
|
(74,529)
|
|
|
|
|
|
Tangible common equity
|
|
$
|
427,531
|
|
|
$
|
384,846
|
|
|
$
|
282,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
5,556,648
|
|
|
$
|
4,653,573
|
|
|
$
|
3,291,480
|
|
|
|
|
|
Intangible assets, net
|
|
(87,719)
|
|
|
(124,136)
|
|
|
(74,529)
|
|
|
|
|
|
Tangible assets
|
|
$
|
5,468,929
|
|
|
$
|
4,529,437
|
|
|
$
|
3,216,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value per share
|
|
$
|
32.17
|
|
|
$
|
31.49
|
|
|
$
|
29.32
|
|
|
|
|
|
Tangible book value per share(1)
|
|
$
|
26.69
|
|
|
$
|
23.81
|
|
|
$
|
23.20
|
|
|
|
|
|
Shares outstanding
|
|
16,016,780
|
|
|
16,162,176
|
|
|
12,180,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity to assets ratio
|
|
9.27
|
%
|
|
10.94
|
%
|
|
10.85
|
%
|
|
|
|
|
Tangible common equity ratio(2)
|
|
7.82
|
%
|
|
8.50
|
%
|
|
8.78
|
%
|
|
|
|
|
(1) Tangible common equity divided by shares outstanding.
|
(2) Tangible common equity divided by tangible assets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Margin, Tax Equivalent / Core Net Interest Margin
|
|
For the Year Ended December 31,
|
(Dollars in thousands)
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
Net interest income
|
|
$
|
152,964
|
|
|
$
|
143,650
|
|
|
$
|
105,268
|
|
|
|
|
|
Tax equivalent adjustments:
|
|
|
|
|
|
|
|
|
|
|
Loans(1)
|
|
2,096
|
|
|
1,785
|
|
|
1,040
|
|
|
|
|
|
Securities(1)
|
|
2,136
|
|
|
1,481
|
|
|
1,515
|
|
|
|
|
|
Net interest income, tax equivalent
|
|
$
|
157,196
|
|
|
$
|
146,916
|
|
|
$
|
107,823
|
|
|
|
|
|
Loan purchase discount accretion
|
|
(9,098)
|
|
|
(13,977)
|
|
|
(2,720)
|
|
|
|
|
|
Core net interest income
|
|
$
|
148,098
|
|
|
$
|
132,939
|
|
|
$
|
105,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin
|
|
3.21
|
%
|
|
3.73
|
%
|
|
3.52
|
%
|
|
|
|
|
Net interest margin, tax equivalent(2)
|
|
3.30
|
%
|
|
3.82
|
%
|
|
3.60
|
%
|
|
|
|
|
Core net interest margin(3)
|
|
3.11
|
%
|
|
3.45
|
%
|
|
3.51
|
%
|
|
|
|
|
Average interest earning assets
|
|
$
|
4,765,154
|
|
|
$
|
3,848,275
|
|
|
$
|
2,994,088
|
|
|
|
|
|
(1) The federal statutory tax rate utilized was 21%.
|
(2) Tax equivalent net interest income divided by average interest earning assets.
|
(3) Core net interest income divided by average interest earning assets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Efficiency Ratio
|
|
For the Year Ended December 31,
|
(Dollars in thousands)
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
Total noninterest expense
|
|
$
|
149,893
|
|
|
$
|
117,535
|
|
|
$
|
83,215
|
|
|
|
|
|
Amortization of intangibles
|
|
(6,976)
|
|
|
(5,906)
|
|
|
(2,296)
|
|
|
|
|
|
Merger-related expenses
|
|
(61)
|
|
|
(9,130)
|
|
|
(797)
|
|
|
|
|
|
Goodwill impairment
|
|
(31,500)
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Noninterest expense used for efficiency ratio
|
|
$
|
111,356
|
|
|
$
|
102,499
|
|
|
$
|
80,122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income, tax equivalent (1)
|
|
$
|
157,196
|
|
|
$
|
146,916
|
|
|
$
|
107,823
|
|
|
|
|
|
Noninterest income
|
|
38,620
|
|
|
31,246
|
|
|
23,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities gains, net
|
|
(184)
|
|
|
(90)
|
|
|
(193)
|
|
|
|
|
|
Net revenues used for efficiency ratio
|
|
$
|
195,632
|
|
|
$
|
178,072
|
|
|
$
|
130,845
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Efficiency ratio(2)
|
|
56.92
|
%
|
|
57.56
|
%
|
|
61.23
|
%
|
|
|
|
|
(1) Computed on a tax-equivalent basis, assuming a federal income tax rate of 21%.
|
(2) Noninterest expense adjusted for amortization of intangibles, merger-related expenses, and goodwill impairment divided by the sum of tax equivalent net interest income, noninterest income and net investment securities gains.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Allowance for Credit Losses Ratio
|
|
For the Year Ended December 31,
|
(Dollars in thousands)
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
Loans held for investment, net of unearned income
|
$
|
3,482,223
|
|
|
$
|
3,451,266
|
|
|
$
|
2,398,779
|
|
|
$
|
2,286,695
|
|
|
$
|
2,165,143
|
|
|
|
|
|
|
|
|
|
|
|
PPP loans
|
$
|
(259,261)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Core loans
|
$
|
3,222,962
|
|
|
$
|
3,451,266
|
|
|
$
|
2,398,779
|
|
|
$
|
2,286,695
|
|
|
$
|
2,165,143
|
|
Allowance for credit losses
|
$
|
55,500
|
|
|
$
|
29,079
|
|
|
$
|
29,307
|
|
|
$
|
28,059
|
|
|
$
|
21,850
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses ratio
|
1.59
|
%
|
|
0.84
|
%
|
|
1.22
|
%
|
|
1.23
|
%
|
|
1.01
|
%
|
Adjusted allowance for credit losses ratio(1)
|
1.72
|
%
|
|
0.84
|
%
|
|
1.22
|
%
|
|
1.23
|
%
|
|
1.01
|
%
|
(1) Allowance for credit losses divided by core loans.
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of MidWestOne Financial Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of MidWestOne Financial Group, Inc. and its subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 11, 2021, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Adoption of New Accounting Standard
As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for credit losses on financial instruments in 2020 due to the adoption of Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (Credit Losses).
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Allowance for Credit Losses
At December 31, 2020, the Company’s total loans were $3.5 billion and the associated allowance for credit losses was $55.5 million. As explained in Note 1 of the consolidated financial statements, the allowance for credit losses consists of reserves for expected losses over the life of the loans that have been identified by management related to specific borrowing relationships that are collateral dependent financial assets evaluated for impairment (individual basis), as well as expected credit losses inherent in the loan portfolio that are not specifically identified (pool basis). The Company measures expected credit losses of financial assets on a collective (pool) basis when the financial assets share similar risk characteristics. Depending on the nature of the pool of financial assets with similar risk characteristics, the Company uses a discounted cash flow (DCF) method or a loss-rate method to estimate expected credit losses which includes adjustments for forecast periods. In addition, management utilizes qualitative factors to adjust the calculated allowance for credit losses as appropriate. Qualitative factors are based on
management’s judgement of a company, industry, or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rate loans, and reasonable and supportable forecast of economic conditions.
We identified the qualitative factors applied to the allowance for credit losses as a critical audit matter, because auditing this matter required significant auditor judgement due to the highly subjective nature of management’s significant inputs and assumptions used in the allowance for credit losses model.
Our audit procedures related to management’s evaluation and establishment of the qualitative factors applied to the allowance for credit losses include the following, among others:
•We obtained an understanding of the relevant controls related to the qualitative factors applied to the allowance for credit losses and tested such controls for design and operating effectiveness, including controls over management’s establishment, review and approval of the qualitative factors and the data used in determining the qualitative factors.
•We tested the completeness and accuracy of the data inputs used by management as a basis for the qualitative factors by agreeing them to internal and external data sources.
•We tested management’s process and evaluated the reasonableness of their inputs and assumptions by evaluating the reasonableness of the qualitative factor adjustments, including the magnitude and directional consistency of the adjustments.
Goodwill
During 2020, the Company recognized an impairment on goodwill of $31.5 million and maintains $62.5 million on the balance sheet as of December 31, 2020. As explained in Note 1 of the consolidated financial statements, goodwill of a reporting unit is tested for impairment on an annual basis, or between annual tests if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying amount. The Company estimates the fair value of the single reporting unit by making significant estimates and assumptions related to the specific circumstances of the reporting unit such as net interest income and net income projections, based on historical results and industry data, and the selection of an appropriate discount rate.
We identified the goodwill impairment assessment as a critical audit matter because of the complexity of the analysis and certain significant assumptions, including the projected cash flows, effective discount rate and comparable market companies. Auditing management’s assumptions required significant auditor judgment and increased audit effort, including the use of our valuation specialists.
Our audit procedures related to management’s evaluation and establishment of an impairment of goodwill include the following, among others:
•We obtained an understanding of the relevant controls related to the assessment of goodwill impairment and tested such controls for design and operating effectiveness, including controls over management’s preparation of cash flow projections, review of the significant assumptions such as discount rate and comparable market companies and review of the computations.
•We utilized internal valuation specialists to assist in:
◦Evaluating the reasonableness of the control premium used
◦Evaluating the comparable market companies used in management’s analysis
◦Developing independent estimates of discount rates based on publicly available market data and comparing the results to management’s estimates.
•We evaluated the reasonableness of management’s cash flow projections by comparing prior forecasts to historical data and by comparison of current operating ratios such as return on assets, loan to deposit ratios and net interest margin to historical and peer group results.
/s/ RSM US LLP
We have served as the Company’s auditor since 2013.
Des Moines, Iowa
March 11, 2021
MIDWESTONE FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(dollars in thousands)
|
2020
|
|
2019
|
ASSETS
|
|
|
|
Cash and due from banks
|
$
|
65,078
|
|
|
$
|
67,174
|
|
Interest earning deposits in banks
|
17,409
|
|
|
6,112
|
|
Federal funds sold
|
172
|
|
|
198
|
|
Total cash and cash equivalents
|
82,659
|
|
|
73,484
|
|
Debt securities available for sale at fair value
|
1,657,381
|
|
|
785,977
|
|
|
|
|
|
|
|
|
|
Loans held for sale
|
59,956
|
|
|
5,400
|
|
Gross loans held for investment
|
3,496,790
|
|
|
3,469,236
|
|
Unearned income, net
|
(14,567)
|
|
|
(17,970)
|
|
Loans held for investment, net of unearned income
|
3,482,223
|
|
|
3,451,266
|
|
Allowance for credit losses
|
(55,500)
|
|
|
(29,079)
|
|
Total loans held for investment, net
|
3,426,723
|
|
|
3,422,187
|
|
Premises and equipment, net
|
86,401
|
|
|
90,723
|
|
Goodwill
|
62,477
|
|
|
91,918
|
|
Other intangible assets, net
|
25,242
|
|
|
32,218
|
|
Foreclosed assets, net
|
2,316
|
|
|
3,706
|
|
Other assets
|
153,493
|
|
|
147,960
|
|
Total assets
|
$
|
5,556,648
|
|
|
$
|
4,653,573
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
Noninterest bearing deposits
|
$
|
910,655
|
|
|
$
|
662,209
|
|
Interest bearing deposits
|
3,636,394
|
|
|
3,066,446
|
|
Total deposits
|
4,547,049
|
|
|
3,728,655
|
|
Short-term borrowings
|
230,789
|
|
|
139,349
|
|
Long-term debt
|
208,691
|
|
|
231,660
|
|
Other liabilities
|
54,869
|
|
|
44,927
|
|
Total liabilities
|
5,041,398
|
|
|
4,144,591
|
|
|
|
|
|
Commitments and contingencies (Note 18)
|
|
|
|
|
|
|
|
Shareholders' equity
|
|
|
|
Preferred stock, no par value; authorized 500,000 shares; no shares issued and outstanding
|
—
|
|
|
—
|
|
Common stock, $1.00 par value; authorized 30,000,000 shares; issued shares of 16,581,017 and 16,581,017; outstanding shares of 16,016,780 and 16,162,176
|
16,581
|
|
|
16,581
|
|
Additional paid-in capital
|
300,137
|
|
|
297,390
|
|
Retained earnings
|
188,191
|
|
|
201,105
|
|
Treasury stock at cost, 564,237 and 418,841
|
(14,251)
|
|
|
(10,466)
|
|
Accumulated other comprehensive income
|
24,592
|
|
|
4,372
|
|
Total shareholders' equity
|
515,250
|
|
|
508,982
|
|
Total liabilities and shareholders' equity
|
$
|
5,556,648
|
|
|
$
|
4,653,573
|
|
See accompanying notes to consolidated financial statements.
MIDWESTONE FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31,
|
(dollars in thousands, except per share amounts)
|
|
2020
|
|
2019
|
|
2018
|
Interest income
|
|
|
|
|
|
|
Loans, including fees
|
|
$
|
158,656
|
|
|
$
|
163,163
|
|
|
$
|
111,193
|
|
Taxable investment securities
|
|
17,610
|
|
|
13,132
|
|
|
11,027
|
|
Tax-exempt investment securities
|
|
8,259
|
|
|
5,696
|
|
|
5,827
|
|
Other
|
|
262
|
|
|
450
|
|
|
62
|
|
Total interest income
|
|
184,787
|
|
|
182,441
|
|
|
128,109
|
|
Interest expense
|
|
|
|
|
|
|
Deposits
|
|
23,919
|
|
|
29,927
|
|
|
17,331
|
|
Short-term borrowings
|
|
914
|
|
|
1,847
|
|
|
1,315
|
|
Long-term debt
|
|
6,990
|
|
|
7,017
|
|
|
4,195
|
|
Total interest expense
|
|
31,823
|
|
|
38,791
|
|
|
22,841
|
|
Net interest income
|
|
152,964
|
|
|
143,650
|
|
|
105,268
|
|
Credit loss expense
|
|
28,369
|
|
|
7,158
|
|
|
7,300
|
|
Net interest income after credit loss expense
|
|
124,595
|
|
|
136,492
|
|
|
97,968
|
|
Noninterest income
|
|
|
|
|
|
|
Investment services and trust activities
|
|
9,632
|
|
|
8,040
|
|
|
4,953
|
|
Service charges and fees
|
|
6,178
|
|
|
7,452
|
|
|
6,157
|
|
Card revenue
|
|
5,719
|
|
|
5,594
|
|
|
4,223
|
|
Loan revenue
|
|
10,185
|
|
|
3,789
|
|
|
3,622
|
|
Bank-owned life insurance
|
|
2,226
|
|
|
1,877
|
|
|
1,610
|
|
Insurance commissions
|
|
—
|
|
|
734
|
|
|
1,284
|
|
Investment securities gains, net
|
|
184
|
|
|
90
|
|
|
193
|
|
Other
|
|
4,496
|
|
|
3,670
|
|
|
1,173
|
|
Total noninterest income
|
|
38,620
|
|
|
31,246
|
|
|
23,215
|
|
Noninterest expense
|
|
|
|
|
|
|
Compensation and employee benefits
|
|
66,397
|
|
|
65,660
|
|
|
49,758
|
|
Occupancy expense of premises, net
|
|
9,348
|
|
|
8,647
|
|
|
7,597
|
|
Equipment
|
|
7,865
|
|
|
7,717
|
|
|
5,565
|
|
Legal and professional
|
|
6,153
|
|
|
8,049
|
|
|
4,641
|
|
Data processing
|
|
5,362
|
|
|
4,579
|
|
|
2,951
|
|
Marketing
|
|
3,815
|
|
|
3,789
|
|
|
2,660
|
|
Amortization of intangibles
|
|
6,976
|
|
|
5,906
|
|
|
2,296
|
|
FDIC insurance
|
|
1,858
|
|
|
690
|
|
|
1,533
|
|
Communications
|
|
1,746
|
|
|
1,701
|
|
|
1,353
|
|
Foreclosed assets, net
|
|
150
|
|
|
580
|
|
|
21
|
|
Goodwill impairment
|
|
31,500
|
|
|
—
|
|
|
—
|
|
Other
|
|
8,723
|
|
|
10,217
|
|
|
4,840
|
|
Total noninterest expense
|
|
149,893
|
|
|
117,535
|
|
|
83,215
|
|
Income before income tax expense
|
|
13,322
|
|
|
50,203
|
|
|
37,968
|
|
Income tax expense
|
|
6,699
|
|
|
6,573
|
|
|
7,617
|
|
Net income
|
|
$
|
6,623
|
|
|
$
|
43,630
|
|
|
$
|
30,351
|
|
Earnings per share:
|
|
|
|
|
|
|
Basic
|
|
$
|
0.41
|
|
|
$
|
2.93
|
|
|
$
|
2.48
|
|
Diluted
|
|
$
|
0.41
|
|
|
$
|
2.93
|
|
|
$
|
2.48
|
|
See accompanying notes to consolidated financial statements.
MIDWESTONE FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
(dollars in thousands)
|
|
2020
|
|
2019
|
|
2018
|
Net income
|
|
$
|
6,623
|
|
|
$
|
43,630
|
|
|
$
|
30,351
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
Unrealized gain (loss) from debt securities available for sale:
|
|
|
|
|
|
|
Unrealized net holding gains (losses) on debt securities available for sale arising during the period
|
|
27,546
|
|
|
13,663
|
|
|
(3,865)
|
|
Reclassification adjustment for net gains included in net income
|
|
(184)
|
|
|
(87)
|
|
|
(197)
|
|
Income tax (expense) benefit
|
|
(7,142)
|
|
|
(3,543)
|
|
|
1,060
|
|
Unrealized net gains (losses) on debt securities available for sale, net of reclassification adjustment
|
|
20,220
|
|
|
10,033
|
|
|
(3,002)
|
|
Unrealized loss from cash flow hedging instruments:
|
|
|
|
|
|
|
Unrealized net holding losses in cash flow hedging instruments arising during the period
|
|
(1,002)
|
|
|
—
|
|
|
—
|
|
Reclassification adjustment for net losses in cash flow hedging instruments included in income
|
|
1,002
|
|
|
—
|
|
|
—
|
|
Income tax benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
Unrealized net losses on cash flow hedge instruments, net of reclassification adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
Other comprehensive income (loss), net of tax
|
|
$
|
20,220
|
|
|
$
|
10,033
|
|
|
$
|
(3,002)
|
|
Comprehensive income
|
|
$
|
26,843
|
|
|
$
|
53,663
|
|
|
$
|
27,349
|
|
See accompanying notes to consolidated financial statements.
MIDWESTONE FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
Accumulated
|
|
|
(dollars in thousands, except per share amounts)
|
|
Par
Value
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Other
Comprehensive
Income (Loss)
|
|
Total
|
Balance at December 31, 2017
|
|
$
|
12,463
|
|
|
$
|
187,486
|
|
|
$
|
148,078
|
|
|
$
|
(5,121)
|
|
|
$
|
(2,602)
|
|
|
$
|
340,304
|
|
Cumulative effect of change in accounting principle(1)
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
(57)
|
|
|
—
|
|
Net income
|
|
—
|
|
|
—
|
|
|
30,351
|
|
|
—
|
|
|
—
|
|
|
30,351
|
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,002)
|
|
|
(3,002)
|
|
Stock options exercised (9,700 shares)
|
|
—
|
|
|
(68)
|
|
|
—
|
|
|
204
|
|
|
—
|
|
|
136
|
|
Release/lapse of restriction on RSUs (29,715 shares, net)
|
|
—
|
|
|
(635)
|
|
|
—
|
|
|
547
|
|
|
—
|
|
|
(88)
|
|
Repurchase of common stock (76,128 shares)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,129)
|
|
|
—
|
|
|
(2,129)
|
|
Share-based compensation
|
|
—
|
|
|
1,030
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,030
|
|
Dividends paid on common stock ($0.7800 per share)
|
|
—
|
|
|
—
|
|
|
(9,535)
|
|
|
—
|
|
|
—
|
|
|
(9,535)
|
|
Balance at December 31, 2018
|
|
$
|
12,463
|
|
|
$
|
187,813
|
|
|
$
|
168,951
|
|
|
$
|
(6,499)
|
|
|
$
|
(5,661)
|
|
|
$
|
357,067
|
|
Net income
|
|
—
|
|
|
—
|
|
|
43,630
|
|
|
—
|
|
|
—
|
|
|
43,630
|
|
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,033
|
|
|
10,033
|
|
Issuance of common stock for acquisition of ATBancorp (4,117,536 shares), net of offering expenses of $323 and liquidity discount of $2,355
|
|
4,118
|
|
|
109,236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Release/lapse of restriction on RSUs (31,354 shares, net)
|
|
—
|
|
|
(815)
|
|
|
—
|
|
|
712
|
|
|
—
|
|
|
(103)
|
|
Repurchase of common stock (166,729 shares)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,679)
|
|
|
—
|
|
|
(4,679)
|
|
Share-based compensation
|
|
—
|
|
|
1,156
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,156
|
|
Dividends paid on common stock ($0.8100 per share)
|
|
—
|
|
|
—
|
|
|
(11,476)
|
|
|
—
|
|
|
—
|
|
|
(11,476)
|
|
Balance at December 31, 2019
|
|
$
|
16,581
|
|
|
$
|
297,390
|
|
|
$
|
201,105
|
|
|
$
|
(10,466)
|
|
|
$
|
4,372
|
|
|
$
|
508,982
|
|
Cumulative effect of change in accounting principle (2)
|
|
—
|
|
|
—
|
|
|
(5,362)
|
|
|
—
|
|
|
—
|
|
|
(5,362)
|
|
Net income
|
|
—
|
|
|
—
|
|
|
6,623
|
|
|
—
|
|
|
—
|
|
|
6,623
|
|
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,220
|
|
|
20,220
|
|
Acquisition fair value finalization (3)
|
|
—
|
|
|
2,355
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,355
|
|
Release/lapse of restriction on RSUs (34,032 shares, net)
|
|
—
|
|
|
(988)
|
|
|
—
|
|
|
839
|
|
|
—
|
|
|
(149)
|
|
Repurchase of common stock (179,428 shares)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,624)
|
|
|
—
|
|
|
(4,624)
|
|
Share-based compensation
|
|
—
|
|
|
1,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,380
|
|
Dividends paid on common stock ($0.8800 per share)
|
|
—
|
|
|
—
|
|
|
(14,175)
|
|
|
—
|
|
|
—
|
|
|
(14,175)
|
|
Balance at December 31, 2020
|
|
$
|
16,581
|
|
|
$
|
300,137
|
|
|
$
|
188,191
|
|
|
$
|
(14,251)
|
|
|
$
|
24,592
|
|
|
$
|
515,250
|
|
(1) Reclassification due to adoption of ASU 2016-01, Financial Instruments-Overall, Recognition and Measurement of Financial Assets and Financial Liabilities.
(3) Relates to the finalization of the purchase accounting adjustments for the ATBancorp acquisition. This purchase accounting adjustment had a $2.06 million impact on goodwill, $296 thousand impact on deferred income taxes, with the offsetting impact being to additional paid-in capital. See Note 7. Goodwill and Other Intangible Assets for additional information.
See accompanying notes to consolidated financial statements.
MIDWESTONE FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
Cash flows from operating activities:
|
|
|
|
|
|
Net income
|
$
|
6,623
|
|
|
$
|
43,630
|
|
|
$
|
30,351
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
Credit loss expense
|
28,369
|
|
|
7,158
|
|
|
7,300
|
|
Goodwill impairment
|
31,500
|
|
|
—
|
|
|
—
|
|
Depreciation, amortization, and accretion
|
4,555
|
|
|
2,751
|
|
|
9,045
|
|
Net loss (gain) on sale of premises and equipment
|
32
|
|
|
119
|
|
|
(20)
|
|
Share-based compensation
|
1,380
|
|
|
1,156
|
|
|
1,030
|
|
Net (gain) on sale or call of debt securities available for sale
|
(157)
|
|
|
(87)
|
|
|
(197)
|
|
Net (gain) loss on call of debt securities held to maturity
|
—
|
|
|
(3)
|
|
|
4
|
|
Net (gain) loss on sale of foreclosed assets, net
|
(39)
|
|
|
87
|
|
|
(241)
|
|
Writedown of premises and equipment
|
242
|
|
|
—
|
|
|
—
|
|
Writedown of foreclosed assets
|
105
|
|
|
170
|
|
|
22
|
|
Net gain on sale of loans held for sale
|
(8,872)
|
|
|
(2,297)
|
|
|
(1,725)
|
|
Origination and participations purchased of loans held for sale
|
(438,215)
|
|
|
(115,694)
|
|
|
(66,180)
|
|
Proceeds from sales of loans held for sale
|
392,531
|
|
|
114,605
|
|
|
68,108
|
|
Gain on sale of assets of MidWestOne Insurance Services, Inc.
|
—
|
|
|
(1,076)
|
|
|
—
|
|
Increase in cash surrender value of bank-owned life insurance
|
(2,117)
|
|
|
(1,877)
|
|
|
(1,610)
|
|
(Increase) decrease in deferred income taxes, net
|
(5,225)
|
|
|
2,708
|
|
|
(676)
|
|
Change in:
|
|
|
|
|
|
Other assets
|
(5,065)
|
|
|
1,917
|
|
|
(6,996)
|
|
Other liabilities
|
3,512
|
|
|
(5,953)
|
|
|
4,548
|
|
Net cash provided by operating activities
|
$
|
9,159
|
|
|
$
|
47,314
|
|
|
$
|
42,763
|
|
Cash flows from investing activities:
|
|
|
|
|
|
Purchases of equity securities
|
$
|
(9)
|
|
|
$
|
(10)
|
|
|
$
|
(509)
|
|
Proceeds from sales of debt securities available for sale
|
27,391
|
|
|
125,452
|
|
|
14,490
|
|
Proceeds from maturities and calls of debt securities available for sale
|
267,427
|
|
|
91,256
|
|
|
73,719
|
|
Purchases of debt securities available for sale
|
(1,139,738)
|
|
|
(289,733)
|
|
|
(61,512)
|
|
Proceeds from sales of debt securities held to maturity
|
—
|
|
|
1,381
|
|
|
—
|
|
Proceeds from maturities and calls of debt securities held to maturity
|
—
|
|
|
7,008
|
|
|
5,509
|
|
Purchase of debt securities held to maturity
|
—
|
|
|
—
|
|
|
(6,008)
|
|
Net (increase) decrease in loans held for investment
|
(24,249)
|
|
|
88,960
|
|
|
(118,710)
|
|
Purchases of premises and equipment
|
(2,128)
|
|
|
(2,186)
|
|
|
(5,568)
|
|
Proceeds from sale of foreclosed assets
|
2,927
|
|
|
2,071
|
|
|
2,268
|
|
Proceeds from sale of premises and equipment
|
679
|
|
|
56
|
|
|
657
|
|
Proceeds from sale of assets held for sale
|
—
|
|
|
—
|
|
|
895
|
|
Proceeds of principal and earnings from bank-owned life insurance
|
259
|
|
|
—
|
|
|
452
|
|
|
|
|
|
|
|
Proceeds from sale of assets of MidWestOne Insurance Services, Inc.
|
—
|
|
|
1,175
|
|
|
—
|
|
Payments to acquire intangible assets
|
—
|
|
|
—
|
|
|
(125)
|
|
Net cash acquired in business acquisition
|
—
|
|
|
47,315
|
|
|
—
|
|
Net cash (used in) provided by investing activities
|
$
|
(867,441)
|
|
|
$
|
72,745
|
|
|
$
|
(94,442)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
Net increase (decrease) in:
|
|
|
|
|
|
Deposits
|
$
|
818,046
|
|
|
$
|
25,723
|
|
|
$
|
7,610
|
|
Short-term borrowings
|
91,440
|
|
|
(92,834)
|
|
|
34,193
|
|
Proceeds from issuance of subordinated debt
|
65,000
|
|
|
—
|
|
|
—
|
|
Payments of subordinated debt issuance costs
|
(1,303)
|
|
|
—
|
|
|
—
|
|
Payments on finance lease liability
|
(128)
|
|
|
(113)
|
|
|
—
|
|
Proceeds from Federal Home Loan Bank borrowings
|
—
|
|
|
25,000
|
|
|
110,000
|
|
Payments of Federal Home Loan Bank borrowings
|
(54,400)
|
|
|
(58,000)
|
|
|
(89,000)
|
|
Proceeds from other long-term debt
|
—
|
|
|
35,000
|
|
|
—
|
|
Payments of other long-term debt
|
(32,250)
|
|
|
(10,250)
|
|
|
(5,000)
|
|
Proceeds from share-based award activity
|
—
|
|
|
—
|
|
|
137
|
|
Taxes paid relating to the release/lapse of restriction on RSUs
|
(149)
|
|
|
(103)
|
|
|
(89)
|
|
Dividends paid
|
(14,175)
|
|
|
(11,476)
|
|
|
(9,535)
|
|
|
|
|
|
|
|
Payment of stock issuance costs
|
—
|
|
|
(323)
|
|
|
—
|
|
Repurchase of common stock
|
(4,624)
|
|
|
(4,679)
|
|
|
(2,129)
|
|
Net cash provided by (used in) financing activities
|
$
|
867,457
|
|
|
$
|
(92,055)
|
|
|
$
|
46,187
|
|
Net increase (decrease) in cash and cash equivalents
|
$
|
9,175
|
|
|
$
|
28,004
|
|
|
$
|
(5,492)
|
|
Cash and cash equivalents:
|
|
|
|
|
|
Beginning of period
|
73,484
|
|
|
$
|
45,480
|
|
|
$
|
50,972
|
|
Ending balance
|
$
|
82,659
|
|
|
$
|
73,484
|
|
|
$
|
45,480
|
|
MIDWESTONE FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
Cash paid during the period for interest
|
$
|
31,558
|
|
|
$
|
34,089
|
|
|
$
|
22,441
|
|
Cash paid during the period for income taxes
|
10,545
|
|
|
7,269
|
|
|
6,245
|
|
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
|
|
Transfer of loans to foreclosed assets
|
$
|
1,603
|
|
|
$
|
2,408
|
|
|
$
|
574
|
|
Investment securities purchased but not settled
|
2,330
|
|
|
—
|
|
|
—
|
|
Transfer of premises and equipment to assets held for sale
|
1,329
|
|
|
580
|
|
|
895
|
|
Transfer from debt securities held to maturity to available for sale
|
—
|
|
|
186,447
|
|
|
—
|
|
Initial recognition of operating lease right of use asset
|
—
|
|
|
2,892
|
|
|
—
|
|
Initial recognition of operating lease liability
|
—
|
|
|
2,892
|
|
|
—
|
|
Transfer due to adoption of ASU 2016-03, reclassified from Retained Earnings to Allowance for Credit Losses
|
5,362
|
|
|
—
|
|
|
—
|
|
Transfer due to adoption of ASU 2016-01, reclassified from AOCI to Retained Earnings.
|
—
|
|
|
—
|
|
|
57
|
|
|
|
|
|
|
|
Supplemental Schedule of non-cash investing activities from acquisition:
|
|
|
|
|
|
Noncash assets acquired:
|
|
|
|
|
|
Debt securities available for sale
|
$
|
—
|
|
|
$
|
99,056
|
|
|
$
|
—
|
|
Loans
|
—
|
|
|
1,138,928
|
|
|
—
|
|
Premises and equipment
|
—
|
|
|
18,327
|
|
|
—
|
|
Goodwill
|
—
|
|
|
27,264
|
|
|
—
|
|
Core deposit intangible
|
—
|
|
|
23,539
|
|
|
—
|
|
Trust customer intangible
|
—
|
|
|
4,810
|
|
|
—
|
|
Bank-owned life insurance
|
—
|
|
|
18,759
|
|
|
—
|
|
Foreclosed assets
|
—
|
|
|
3,091
|
|
|
—
|
|
Other assets
|
—
|
|
|
23,889
|
|
|
—
|
|
Total noncash assets acquired
|
—
|
|
|
1,357,663
|
|
|
—
|
|
|
|
|
|
|
|
Liabilities assumed:
|
|
|
|
|
|
Deposits
|
—
|
|
|
1,089,355
|
|
|
—
|
|
Short-term borrowings
|
—
|
|
|
100,761
|
|
|
—
|
|
FHLB borrowings
|
—
|
|
|
42,770
|
|
|
—
|
|
Junior subordinated notes issued to capital trusts
|
—
|
|
|
17,555
|
|
|
—
|
|
Subordinated debentures
|
—
|
|
|
10,909
|
|
|
—
|
|
Other liabilities
|
—
|
|
|
29,951
|
|
|
—
|
|
Total liabilities assumed
|
$
|
—
|
|
|
$
|
1,291,301
|
|
|
$
|
—
|
|
See accompanying notes to consolidated financial statements.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1.Nature of Business and Significant Accounting Policies
Nature of business: MidWestOne Financial Group, Inc. (the “Company”), is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, that has elected to be a financial holding company. It is headquartered in Iowa City, Iowa and owns all of the outstanding common stock of MidWestOne Bank (the “Bank”), Iowa City, Iowa, and, until its dissolution in December 2019, all of the common stock of MidWestOne Insurance Services, Inc., Oskaloosa, Iowa. The Bank is also headquartered in Iowa City, Iowa, and provides services to individuals, businesses, governmental units and institutional customers through a total of 56 banking offices in central and eastern Iowa, the Minneapolis/St. Paul metropolitan area in Minnesota, western Wisconsin, Naples and Fort Myers, Florida, and Denver, Colorado. Prior to the sale of its assets in June 2019, MidWestOne Insurance Services, Inc. provided personal and business insurance services in Cedar Falls, Conrad, Melbourne, Oskaloosa, Parkersburg, and Pella, Iowa. The Bank is actively engaged in many areas of commercial banking, including: acceptance of demand, savings and time deposits; making commercial, real estate, agricultural and consumer loans, and other banking services tailored for its individual customers. The wealth management area of the Bank administers estates, personal trusts, and conservatorship accounts along with providing other management services to customers.
On May 1, 2019, the Company acquired ATBancorp, a bank holding company whose wholly-owned banking subsidiaries were ATSB and ABTW, community banks headquartered in Dubuque, Iowa, and Cuba City, Wisconsin, respectively. The primary reasons for the acquisition were to expand the Company’s business into new markets and grow the size of the Company’s business. As consideration for the merger, we issued 4,117,536 shares of our common stock with a value of $116.0 million and paid cash in the amount of $34.8 million.
On June 30, 2019, the Company sold substantially all of the assets used by its wholly owned insurance subsidiary, MidWestOne Insurance Services, Inc., to sell insurance products. The Company recognized a pre-tax gain of $1.1 million from the sale, which was reported in “Other” noninterest income on the Company’s consolidated statements of income. Effective December 31, 2019, MidWestOne Insurance Services, Inc. was legally dissolved.
Risks and uncertainties: The outbreak of COVID-19 has adversely impacted a broad range of industries in which the Company’s customers operate and could impair their ability to fulfill their financial obligations to the Company. The pandemic has caused significant disruptions in the U.S. economy and has disrupted banking and other financial activity in the areas in which the Company operates. While there has been no material impact to the Company’s employees to date, COVID-19 could also potentially create widespread business continuity issues for the Company.
Congress, the President, and the FRB have taken several actions designed to cushion the economic fallout. The CARES Act was signed into law at the end of March 2020 as a $2 trillion legislative package. In addition to the general impact of COVID-19, certain provisions of the CARES Act as well as other recent legislative and regulatory relief efforts are expected to have a material impact on the Company’s operations. On December 27, 2020, a new COVID-19 relief bill was signed into law by President Trump, which includes as part of the bill up to $284.5 billion of a second wave of PPP funding.
The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. If the global response to contain COVID-19 escalates further or is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows. While it is not possible to know the full universe or extent that the impact of COVID-19, and resulting measures to curtail its spread, will have on the Company’s operations, the Company discloses in this report potentially material items of which it is aware at the time this report is filed with the SEC.
Financial position and results of operations
The Company’s interest income could be reduced due to COVID-19. In accordance with CARES Act provisions and regulatory guidance as amended by the COVID-19 relief bill signed in December 2020, the Company is actively working with COVID-19 affected borrowers to defer their payments, interest, and fees. While interest and fees will still accrue to income, through normal GAAP accounting, should eventual credit losses on these deferred payments emerge, interest income and fees accrued would need to be reversed. In such a scenario, interest income in future periods could be negatively impacted. At this time, the
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Company is unable to project the materiality of such an impact, but recognizes the breadth of the economic impact of COVID-19 may affect its borrowers’ ability to repay in future periods.
The Company’s fee income could be reduced due to COVID-19. In keeping with guidance from regulators, the Company continues to actively work with COVID-19 affected customers. During the second and third quarters of 2020, we temporarily waived fees from a variety of sources, such as, but not limited to, insufficient funds and overdraft fees, ATM fees, and account maintenance fees.
Capital and liquidity
While the Company believes that it has sufficient capital to withstand an extended economic recession brought about by COVID-19, its reported and regulatory capital ratios could be adversely impacted by further credit losses. On July 28, 2020, the Company completed the private placement of $65.0 million of its subordinated notes. The 5.75% fixed-to-floating rate subordinated notes are due July 30, 2030. For regulatory capital purposes, the subordinated notes have been structured to qualify initially as Tier 2 Capital for the Company. The Company relies on cash on hand as well as dividends from its subsidiary bank to service its debt. If the Company’s capital deteriorates such that its subsidiary bank is unable to pay dividends to it for an extended period of time, the Company may not be able to service its debt. If an extended recession causes large numbers of the Company’s deposit customers to withdraw their funds, the Company might become more reliant on volatile or more expensive sources of funding.
Asset valuation
Currently, the Company does not expect COVID-19 to affect its ability to account timely for the assets on its balance sheet; however, this could change in future periods. While certain valuation assumptions and judgments will change to account for pandemic-related circumstances such as widening credit spreads, the Company does not anticipate significant changes in methodology used to determine the fair value of assets measured in accordance with GAAP.
It is possible that the lingering effects of COVID-19 could cause the occurrence of what management would deem to be subsequent triggering events that could, under certain circumstances, cause us to perform a goodwill or intangible asset impairment test and result in an impairment charge being recorded for that period. In the event that the Company concludes that all or a portion of its goodwill or intangible assets are impaired, a non-cash charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on the Company’s tangible capital or regulatory capital, cash flows or liquidity position.
In the third quarter of 2020, due to the continued economic impact that COVID-19 had on the Company, management concluded that factors, such as the decline in macroeconomic conditions and a sustained decrease in share price, had led to the occurrence of a triggering event and therefore an interim impairment test over goodwill was performed as of September 30, 2020. Based upon the interim impairment assessment, we concluded that a portion of our goodwill was impaired as our estimated fair value was less than our book value on this date. The Company recorded a goodwill impairment charge of $31.5 million, which was reflected within "Noninterest expense" in the Consolidated Statements of Income. See Note 7. Goodwill and Intangible Assets for additional information.
Processes, controls and business continuity plan
The Company maintains a business continuity plan, which was enacted upon the World Health Organization’s declaration of COVID-19 as a global pandemic. Shortly after enacting the plan, the Company deployed a successful remote working strategy. The Company also implemented a number of other safety protocols, as well as initiated strategies for monitoring and responding to COVID-19 in our market areas, including customer relief efforts. As of December 31, 2020, the majority of our employees returned to work in our banking offices with no disruption to our operations. To date, no material operational or internal control challenges or risks have been identified. We have also not incurred additional material cost related to our remote working strategy to date, nor do we anticipate incurring material costs in future periods. Further, as of December 31, 2020, the Company also does not anticipate significant challenges in its ability to maintain its systems and controls in light of the measures the Company has taken to prevent the spread of COVID-19. The Company does not currently face any material resource constraint through the implementation of its business continuity plans.
Credit
The Company is working with customers directly affected by COVID-19. The Company has offered and continues to offer short-term assistance in accordance with regulatory guidelines. As a result of the current economic environment caused by the COVID-19 virus, the Company is engaging in more frequent communication with borrowers to better understand their
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
situations and the challenges faced, allowing it to respond proactively as needs and issues arise. Should economic conditions worsen, the Company could experience further increases in its required ACL and record additional credit loss expense. It is possible that the Company’s asset quality measures could worsen at future measurement periods if the effects of COVID-19 are prolonged.
Accounting estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Certain significant estimates: The allowance for credit losses, fair value of assets acquired and liabilities assumed in a business combination, and the annual impairment testing of goodwill and other intangible assets involve certain significant estimates made by management. These estimates are reviewed by management routinely, and it is reasonably possible that circumstances that exist may change in the near-term future and that the effect could be material to the consolidated financial statements.
Principles of consolidation: The consolidated financial statements include the accounts of MidWestOne Financial Group, Inc., a bank holding company, and its wholly-owned subsidiary MidWestOne Bank, which is a state chartered bank whose primary federal regulator is the FDIC, and MidWestOne Insurance Services, Inc, until the sale of substantially all of its assets on June 30, 2019 and subsequent dissolution effective December 31, 2019. All significant inter-company accounts and transactions have been eliminated in consolidation.
Certain reclassifications have been made to prior periods’ consolidated financial statements to present them on a basis comparable with the current period’s consolidated financial statements.
Trust assets, other than cash deposits held by the Bank in a fiduciary or agency capacity for its customers, are not included in the accompanying consolidated financial statements because such accounts are not assets of the Bank.
Presentation of cash flows: For purposes of reporting cash flows, cash and due from banks includes cash on hand, amounts due from banks, and federal funds sold. Cash flows from loans, deposits, and short-term borrowings are reported net. Cash receipts and cash payments resulting from originations and sales of loans held for sale are classified as operating cash flows on a gross basis in the consolidated statements of cash flows.
The nature of the Company’s business requires that it maintain amounts due from banks that, at times, may exceed federally insured limits. In the opinion of management, no material risk of loss exists due to the various correspondent banks’ financial condition and the fact that they are well capitalized.
Investment securities: Debt securities that the Company has the positive intent and ability to hold to maturity are classified as held to maturity and recorded at amortized cost. As of December 31, 2020 and December 31, 2019, the Company held no debt securities classified as held to maturity. Debt securities not classified as held to maturity are classified as available for sale and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income.
The Company employs valuation techniques that utilize observable inputs when those inputs are available. These observable inputs reflect assumptions market participants would use in pricing the security, developed based on market data obtained from sources independent of the Company. When such information is not available, the Company employs valuation techniques which utilize unobservable inputs, or those which reflect the Company’s own assumptions about assumptions that market participants would use, based on the best information available in the circumstances. These valuation methods typically involve cash flow and other financial modeling techniques. Changes in underlying factors, assumptions, estimates, or other inputs to the valuation techniques could have a material impact on the Company’s future financial condition and results of operations. Fair value measurements are required to be classified as Level 1 (quoted prices), Level 2 (based on observable inputs) or Level 3 (based on unobservable inputs) discussed in more detail in Note 20. Estimated Fair Value of Financial Instruments and Fair Value Measurements to the consolidated financial statements.
Available for sale debt securities are recorded at fair value. Available for sale debt securities with unrealized gains are excluded from earnings and reported as a separate component of shareholders’ equity. For available for sale debt securities in an unrealized loss position, the Company evaluates the securities to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an allowance for credit losses related to debt securities AFS on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings. Both the ACL and the adjustment to net income may be reversed if conditions change. However, if the Company intends to sell an impaired available for sale debt security or more likely than not will be required to sell such a security before recovering its amortized cost basis, the entire impairment amount must be recognized in earnings with a corresponding adjustment to the security’s amortized cost basis. Because the security’s amortized cost basis is adjusted to fair value, there is no ACL in this situation. In evaluating available for sale debt securities in unrealized loss positions for impairment and the criteria regarding its intent or requirement to sell such securities, the Company considers the extent to which fair value is less than amortized cost, whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuers’ financial condition, among other factors.
Changes in the allowance for credit losses are recorded as credit loss expense (or reversal of credit loss expense). Losses are charged against the ACL when management believes the uncollectability of an available for sale debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued interest receivable is excluded from the estimate of credit losses.
Purchase premiums and discounts are recognized in interest income using the interest method between the date of purchase and the first call date, or the maturity date of the security when there is no call date. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.
Loans: Loans are stated at the principal amount outstanding, net of purchase premiums, purchase discounts and net deferred loan fees. Net deferred loan fees include nonrefundable loan origination fees less direct loan origination costs. Net deferred loan fees, purchase premiums and purchase discounts are amortized into interest income using either the interest method or straight-line method over the terms of the loans, adjusted for actual prepayments. The interest method is used for all loans except revolving loans, for which the straight-line method is used. Interest on loans is credited to income as earned based on the principal amount outstanding.
The accrual of interest on agricultural, commercial, commercial real estate, and consumer loan segments is discontinued at the time the loan is 90 days past due, and residential real estate loan segments at 120 days past due, unless the credit is well secured and in process of collection. Credit card loans and other personal loans are typically charged off no later than 180 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date, if collection of principal or interest is considered doubtful.
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
The Company requires a loan to be charged-off, in whole or in part, as soon as it becomes apparent that some loss will be incurred, or when its collectability is sufficiently questionable that it no longer is considered a bankable asset. The primary considerations when determining if and how much of a loan should be charged-off are as follows: (1) the potential for future cash flows; (2) the value of any collateral; and (3) the strength of any co-makers or guarantors.
The risk characteristics of each loan portfolio segment are as follows:
Agricultural - Agricultural loans, most of which are secured by crops, livestock, and machinery, are provided to finance capital improvements and farm operations as well as acquisitions of livestock and machinery. The ability of the borrower to repay may be affected by many factors outside of the borrower’s control including adverse weather conditions, loss of livestock due to disease or other factors, declines in market prices for agricultural products and the impact of government regulations. The ultimate repayment of agricultural loans is dependent upon the profitable operation or management of the agricultural entity. Collateral for these loans generally includes accounts receivable, inventory, equipment and real estate. However, depending on the overall financial condition of the borrower, some loans are made on an unsecured basis. The collateral securing these loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Commercial and Industrial - Commercial and industrial loans are primarily made based on the reported cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The collateral support provided by the borrower for most of these loans and the probability of repayment are based on the liquidation of the pledged collateral and enforcement of a personal guarantee, if any exists. The primary repayment risks of commercial and industrial loans are that the cash flows of the borrower may be unpredictable, and the collateral securing these loans may fluctuate in value. The size of the loans the Company can offer to commercial customers is less than the size of the loans that competitors with larger lending limits can offer. This may limit the Company’s ability to establish relationships with the largest businesses in the areas in which the Company operates. As a result, the Company may assume greater lending risks than financial institutions that have a lesser concentration of such loans and tend to make loans to larger businesses. Collateral for these loans generally includes accounts receivable, inventory, equipment and real estate. However, depending on the overall financial condition of the borrower, some loans are made on an unsecured basis. The collateral securing these loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. In addition, a decline in the U.S. economy could harm or continue to harm the businesses of the Company’s commercial and industrial customers and reduce the value of the collateral securing these loans.
Commercial Real Estate - The Company offers mortgage loans to commercial and agricultural customers for the acquisition of real estate used in their businesses, such as offices, warehouses and production facilities, and to real estate investors for the acquisition of apartment buildings, retail centers, office buildings and other commercial buildings. The market value of real estate securing commercial real estate loans can fluctuate significantly in a short period of time as a result of market conditions in the geographic area in which the real estate is located. Adverse developments affecting real estate values in one or more of the Company’s markets could increase the credit risk associated with its loan portfolio. Additionally, real estate lending typically involves higher loan principal amounts than other loans, and the repayment of the loans generally is dependent, in large part, on sufficient income from the properties securing the loans to cover operating expenses and debt service. Economic events or governmental regulations outside of the Company’s control or that of the borrower could negatively impact the future cash flow and market values of the affected properties.
Residential Real Estate - The Company generally retains short-term residential mortgage loans that are originated for its own portfolio but sells most long-term loans to other parties while retaining servicing rights on the majority of those loans. The market value of real estate securing residential real estate loans can fluctuate as a result of market conditions in the geographic area in which the real estate is located. Adverse developments affecting real estate values in one or more of the Company’s markets could increase the credit risk associated with its loan portfolio. Additionally, real estate lending typically involves higher loan principal amounts than other loans, and the repayment of the loans generally is dependent, in large part, on the borrower’s continuing financial stability, and is therefore more likely to be affected by adverse personal circumstances.
Consumer - Consumer loans typically have shorter terms, lower balances, higher yields and higher risks of default than real estate-related loans. Consumer loan collections are dependent on the borrower’s continuing financial stability, and are therefore more likely to be affected by adverse personal circumstances. Collateral for these loans generally includes automobiles, boats, recreational vehicles, mobile homes, and real estate. However, depending on the overall financial condition of the borrower, some loans are made on an unsecured basis. The collateral securing these loans may depreciate over time, may be difficult to recover and may fluctuate in value based on condition. In addition, a decline in the United States economy could result in reduced employment, impacting the ability of customers to repay their obligations.
TDR: TDRs exist when the Company, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession (either imposed by court order, law, or agreement between the borrower and the Company) to the borrower that it would not otherwise consider. The Company attempts to maximize its recovery of the balances of the loans through these various concessionary restructurings. All loans deemed TDR are considered impaired.
The following factors are potential indicators that a concession has been granted (one or multiple items may be present):
•The borrower receives a reduction of the stated interest rate for the remaining original life of the debt.
•The borrower receives an extension of the maturity date or dates at a stated interest rate lower than the current market interest rate for new debt with similar risk characteristics.
•The borrower receives a reduction of the face amount or maturity amount of the debt as stated in the instrument or other agreement.
•The borrower receives a deferral of required payments (principal and/or interest).
•The borrower receives a reduction of the accrued interest.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Guidance on Non-TDR Loan Modifications due to COVID-19: Section 4013 of the CARES Act, “Temporary Relief From Troubled Debt Restructurings,” as extended by the CAA, allows financial institutions the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time during the COVID-19 pandemic. Under Section 4013 of the CARES Act, loan modifications that qualify for such suspension are those where the borrower was not more than 30 days past due as of December 31, 2019. In addition, the loan modification being made in response to the COVID-19 pandemic must include a deferral or delay in the payment of principal or interest, or change in the interest rate on the loan. In March 2020, various regulatory agencies, including the FRB and the FDIC, issued an interagency statement, effective immediately, on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term (e.g., six months) modifications, such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented.
The relief related to TDRs was extended by the CAA, which was signed into law on December 27, 2020. As part of the CAA, relief will continue until the earlier of 60 days after the date the COVID-19 national emergency comes to an end or January 1, 2022.
Loans held for sale: Loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or estimated fair value, as determined by aggregate outstanding commitments from investors or current investor yield requirements. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income. As of December 31, 2020, loans held for sale were $60.0 million.
Mortgage loans held for sale are generally sold with the mortgage servicing rights retained. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price plus the value of servicing rights, less the carrying value of the related mortgage loans sold.
On December 1, 2020 the Company entered into a master participation arrangement with another bank (“seller”), that is in the business of originating qualifying, single-family mortgage loans. As part of this master participation arrangement, we agreed to provide up to $50 million in funding to the seller in order to receive our participation share of the principal and interest, less any fees paid to the seller for their service of each loan.
Allowance for credit losses related to loans held for investment: Under the current expected credit loss model, the allowance for credit losses is a valuation account estimated at each balance sheet date and deducted from the amortized cost basis of loans held for investment to present the net amount expected to be collected.
The Company estimates the ACL based on the underlying assets’ amortized cost basis, which is the amount at which the financing receivable is originated or acquired, adjusted for collection of cash and charge-offs, as well as applicable accretion or amortization of premium, discount, and net deferred fees or costs. In the event that collection of principal becomes uncertain, the Company has policies in place to reverse accrued interest in a timely manner. Therefore, the Company has made a policy election to exclude accrued interest from the measurement of ACL.
Expected credit losses are reflected in the allowance for credit losses through a charge to credit loss expense. When the Company deems all or a portion of a financial asset to be uncollectible, the appropriate amount is written off and the ACL is reduced by the same amount. The Company applies judgment to determine when a financial asset is deemed uncollectible; however, generally speaking, an asset will be considered uncollectible no later than when all efforts at collection have been exhausted. Subsequent recoveries, if any, are credited to the ACL when received.
The Company measures expected credit losses of financial assets on a collective (pool) basis when the financial assets share similar risk characteristics. Depending on the nature of the pool of financial assets with similar risk characteristics, the Company uses a DCF method or a loss-rate method to estimate expected credit losses.
The Company’s methodologies for estimating the ACL consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. The methodologies apply historical loss information, adjusted for asset-specific characteristics, economic conditions at the measurement date, and forecasts about future economic conditions expected to exist through the contractual lives of the
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
financial assets that are reasonable and supportable, to the identified pools of financial assets with similar risk characteristics for which the historical loss experience was observed. The Company’s methodologies revert back to historical loss driver information on a straight-line basis over four quarters when it can no longer develop reasonable and supportable forecasts. The Company adjusted in the first quarter of 2020 the reversion period from the previously disclosed six quarters to four quarters based upon current forecasted conditions.
Discounted Cash Flow Method
The Company uses the DCF method to estimate expected credit losses for the agricultural, commercial and industrial, CRE - construction and development, CRE - farmland, CRE - multifamily, CRE - other, RRE - owner-occupied one-to-four family first liens, RRE - nonowner-occupied one-to-four family first liens, RRE - one-to-four family junior liens, and consumer loan pools. For each of these pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data.
The Company uses regression analysis of historical internal and peer data to determine which variables are best suited to be economic variables utilized when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the economic variables. For the loan pools utilizing the DCF method, management utilizes one or multiple of the following economic variables: Midwest unemployment, national retail sales, CRE index, US rental vacancy rate, US gross domestic product, and HPI.
For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four quarter forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.
The combination of adjustments for credit expectations (default and loss) and timing expectations (prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (“NPV”). An ACL is established for the difference between the instrument’s NPV and amortized cost basis. In addition, management utilizes qualitative factors to adjust the calculated ACL as appropriate. Qualitative factors are based on management's judgment of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions.
Loss-Rate Method
The Company uses a loss-rate method to estimate expected credit losses for the credit card and overdraft pools. For each of these pools, the Company applies an expected loss ratio based on internal and peer historical losses, adjusted as appropriate for qualitative factors. Qualitative loss factors are based on management's judgment of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions.
Collateral Dependent Financial Assets
Loans that do not share risk characteristics are evaluated on an individual basis. For collateral dependent financial assets where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the financial asset to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the present value of expected cash flows from the operation of the collateral. When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell. The ACL may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s estimate of the ACL reflects losses expected over the contractual life of the assets, adjusted for estimated prepayments or curtailments. The contractual term does not consider extensions, renewals or modifications unless the Company has identified an expected TDR. A loan that has been modified or renewed is considered a TDR when two conditions are met: 1) the borrower is experiencing financial difficulty and 2) concessions are made for the borrower's benefit that would not otherwise be considered for a borrower or transaction with similar credit risk characteristics. The Company’s ACL reflects all effects of a TDR when an individual asset is specifically identified as a reasonably expected TDR. The Company has determined that a TDR is reasonably expected no later than the point when the lender concludes that modification is the best course of action and it is at least reasonably possible that the troubled borrower will accept some form of concession from the lender to avoid a default. Reasonably expected TDRs and executed non-performing TDRs are evaluated individually to determine the required ACL. TDRs performing in accordance with their modified contractual terms for a reasonable period of time may be included in the Company’s existing pools based on the underlying risk characteristics of the loan to measure the ACL.
Liability for Off-Balance Sheet Credit Losses: Financial instruments include off-balance sheet credit losses, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.
The Company recognizes a liability for off-balance sheet credit losses through a charge to credit loss expense for off-balance sheet credit losses, which is included in credit loss expense in the Company’s consolidated statements of income, unless the commitments to extend credit are unconditionally cancellable. The liability for off-balance sheet credit losses is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur, and is included in other liabilities on the Company’s consolidated balance sheets.
Transfers of financial assets: Revenue from the origination and sale of loans in the secondary market is recognized upon the transfer of financial assets and accounted for as sales when control over the assets has been surrendered. The Company also sells participation interests in some large loans originated to non-affiliated entities. Control over transferred assets is deemed to be surrendered when: (1) the assets have been isolated from the Company; (2) the transferee has the right to pledge or exchange the assets it received and no condition both constrains the transferee from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the transferor; and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.
Credit-related financial instruments: In the ordinary course of business, the Company has entered into commitments to extend credit, including commitments under credit card arrangements, commitments to sell loans, commercial letters of credit and standby letters of credit. Such financial instruments are recorded when they are funded.
Derivatives and hedging instruments: As part of its asset and liability management strategy, the Company uses derivative financial instruments to mitigate exposure to interest rate risks. The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
In accordance with the FASB’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Premises and equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. The estimated useful lives and primary method of depreciation for the principal items are as follows:
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Years
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|
|
Type of Assets
|
Minimum
|
|
Maximum
|
|
Depreciation Method
|
|
|
|
|
|
|
Buildings and leasehold improvements
|
10
|
-
|
39
|
|
Straight-line
|
Furniture and equipment
|
3
|
-
|
10
|
|
Straight-line
|
Charges for maintenance and repairs are expensed as incurred. When assets are retired or disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is recorded.
Foreclosed assets, net: Real estate properties and other assets acquired through or in lieu of foreclosure are initially recorded at fair value less estimated selling cost at the date of foreclosure, establishing a new cost basis. Fair value is determined by management by obtaining appraisals or other market value information at least annually. Any write-downs in value at the date of acquisition are charged to the allowance for credit losses. After foreclosure, valuations are periodically performed by management by obtaining updated appraisals or other market value information. Any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of a property to the updated fair value less estimated selling cost. Net costs related to the holding of properties are included in noninterest expense.
Goodwill and other intangibles: Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for as acquisitions. Under ASC Topic 350, goodwill of a reporting unit is tested for impairment on an annual basis, or between annual tests if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying amount. The Company's annual assessment is done at the reporting unit level, which the Company has concluded is at the consolidated level. Due to the continued economic impact that COVID-19 has had on the Company, management concluded that factors, such as the decline in macroeconomic conditions and a sustained decrease in share price, led to the occurrence of a triggering event and therefore an interim impairment test over goodwill was performed as of September 30, 2020.
The Company performed a market capitalization approach, a guideline public company approach and a discounted cash flow approach, to determine the fair value of the Company. As a result of this interim assessment, the Company recorded a goodwill impairment charge of $31.5 million as its estimated fair value was less than its book value on that date. This non-cash charge was reflected within "Noninterest expense" in the Consolidated Statements of Income and had no impact on the Company's regulatory capital ratios, cash flows and liquidity position.
The Company’s annual impairment test date is October 1, 2020. The Company concluded that there was no goodwill impairment as of that date as there was no change in enterprise value from the September 30, 2020 testing date. Between the annual impairment date of October 1, 2020 and year-end December 31, 2020, there were no additional triggering events.
Certain other intangible assets that have finite lives are amortized on an accelerated basis over the estimated life of the assets. Such assets are evaluated for impairment if events and circumstances indicate a possible impairment. See Note 7. Goodwill and Intangible Assets for additional information.
Federal Home Loan Bank Stock: The Bank is a member of the FHLB of Des Moines as well as the FHLB of Chicago, and ownership of FHLB stock is a requirement for such membership. The amount of FHLB stock the Bank is required to hold is directly related to the amount of FHLB advances borrowed. This security is carried at cost and evaluated for potential impairment each quarter. Redemption of this investment is at the option of the FHLB.
Mortgage servicing rights: Mortgage servicing rights are recorded at fair value based on assumptions through a third-party valuation service. The valuation model incorporates assumptions that are observable in the marketplace and that market participants would use in estimating future net servicing income, such as the servicing cost per loan, the discount rate, the escrow float rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses.
Bank-owned life insurance: BOLI represents life insurance policies on the lives of certain Company officers and directors or former officers and directors for which the Company is the beneficiary. Bank-owned life insurance is carried at cash surrender value, net of surrender and other charges, with increases/decreases reflected as noninterest income/expense in the consolidated statements of income.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Employee benefit plans: Deferred benefits under a salary continuation plan are charged to expense during the period in which the participating employees attain full eligibility.
Stock-based compensation: Compensation expense for share based awards is recorded over the vesting period at the fair value of the award at the time of grant. The exercise price of options or fair value of nonvested shares granted under the Company’s incentive plans is equal to the fair market value of the underlying stock at the grant date. The Company assumes no projected forfeitures on its stock based compensation, since actual historical forfeiture rates on its stock-based incentive awards have been negligible.
Income taxes: The Company and/or its subsidiaries file tax returns in all states and local taxing jurisdictions which impose corporate income, franchise or other taxes where it operates. The methods of filing and the methods for calculating taxable and apportionable income vary depending upon the laws of the taxing jurisdiction. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized as income or expense in the period that includes the enactment date of such change. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
In accordance with ASC 740, Income Taxes, the Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized upon examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. There were no material unrecognized tax benefits or any interest or penalties on any unrecognized tax benefits as of December 31, 2020 and 2019.
Common stock: In 2018, under the share repurchase program that was approved by the board of directors of the Company on July 21, 2016 and in effect through December 31, 2018, the Company repurchased 33,998 shares of common stock for approximately $1.1 million. This repurchase program was later replaced by a new program that was announced in October 2018, which authorized the repurchase of $5.0 million of stock and was due to expire on December 31, 2020. Since the plan was announced in October 2018, the Company repurchased 174,702 shares of common stock for approximately $4.7 million.
On August 20, 2019, the Board of Directors of the Company approved a new share repurchase program, allowing for the repurchase of up to $10.0 million of common stock through December 31, 2021. The new repurchase program replaced the Company’s prior repurchase program that was announced in October 2018. During 2019, the Company repurchased 34,157 shares of common stock under this plan at a cost of $1.0 million. During 2020, the Company repurchased 179,428 shares of common stock under this plan at a cost of $4.6 million, leaving $4.4 million of common stock available for possible future repurchases as of December 31, 2020.
Comprehensive income: Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of shareholders’ equity on the consolidated balance sheets, and are disclosed in the consolidated statements of comprehensive income.
The components of accumulated other comprehensive loss included in shareholders’ equity were as follows:
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Year Ended December 31,
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(in thousands)
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|
2020
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|
2019
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|
2018
|
|
|
|
|
|
|
|
Unrealized gains (losses) on securities available for sale
|
|
$
|
33,278
|
|
|
$
|
5,916
|
|
|
$
|
(7,660)
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|
Less: Tax effect
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|
8,686
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|
|
1,544
|
|
|
(1,999)
|
|
Accumulated other comprehensive gain (loss), net of tax
|
|
$
|
24,592
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|
|
$
|
4,372
|
|
|
$
|
(5,661)
|
|
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Effect of New Financial Accounting Standards
Accounting Guidance Adopted in 2020
On January 1, 2020, the Company adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables. It is also applied to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for AFS debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on AFS debt securities that management does not intend to sell or believes that it is more likely than not they will be required to sell.
The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance-sheet credit exposures. Results for reporting periods beginning after January 1, 2020 are presented under ASC 326, while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net decrease to retained earnings of $5.4 million as of January 1, 2020 for the cumulative effect of adopting ASC 326. The transition adjustment includes a $4.0 million impact due to the increase in ACL related to loans, a $3.4 million impact due the establishment of the allowance for unfunded commitments, and a $1.9 million impact on deferred taxes.
The Company adopted ASC 326 using the prospective transition approach for financial assets purchased with credit deterioration that were previously classified as PCI and accounted for under ASC 310-30. In accordance with the standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. On January 1, 2020, the amortized cost basis of the PCD assets were adjusted to reflect the addition of $119 thousand to the ACL. The remaining noncredit discount will be accreted into interest income at the effective interest rate as of January 1, 2020.
The following table illustrates the impact of ASC 326 on the allowance for credit losses on loans and the liability for off-balance sheet credit exposures:
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January 1, 2020
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(in thousands)
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Pre-ASC 326 Adoption
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|
Impact of ASC 326 Adoption
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|
As Reported Under ASC 326
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Assets:
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Loans
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Agricultural
|
$
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3,748
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|
|
$
|
(2,557)
|
|
|
$
|
1,191
|
|
Commercial and industrial
|
8,394
|
|
|
2,728
|
|
|
11,122
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|
Commercial real estate
|
13,804
|
|
|
1,300
|
|
|
15,104
|
|
Residential real estate
|
2,685
|
|
|
2,050
|
|
|
4,735
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|
Consumer
|
448
|
|
|
463
|
|
|
911
|
|
Allowance for credit losses on loans
|
$
|
29,079
|
|
|
$
|
3,984
|
|
|
$
|
33,063
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
Liability for off-balance sheet credit exposures
|
$
|
—
|
|
|
$
|
3,433
|
|
|
$
|
3,433
|
|
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including the consideration of costs and benefits. Four disclosure requirements were removed, three were modified, and two were added. In addition, the amendments eliminate “at a minimum” from the phrase “an entity shall disclose at a minimum” to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and to clarify that materiality is an appropriate consideration of entities and their auditors when evaluating disclosure requirements. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounting Guidance Pending Adoption at December 31, 2020
On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASC 848 contains optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. Certain optional expedients and exceptions for contract modifications and hedging relationships were amended in ASU 2021-01, Reference Rate Reform (Topic 848): Scope Refinement, issued on January 7, 2021. Entities may apply the provision as of the beginning of the reporting period when the election is made and are available until December 31, 2022. The Company is currently evaluating the impact of ASU 2020-04.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2.Business Combinations
On May 1, 2019, the Company acquired 100% of the equity of ATBancorp through a merger and acquired its wholly-owned banking subsidiaries ATSB and ABTW. The consideration included common stock valued at $116.0 million and cash consideration of $34.8 million.
The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. The assets and liabilities, both tangible and intangible, were recorded at their fair values as of the May 1, 2019 acquisition date net of any applicable tax effects. During 2020, as part of the finalization of purchase accounting associated with the merger, an additional $2.06 million was recorded to goodwill, $296 thousand was recorded to deferred income taxes, with the offsetting impact being to additional paid-in capital.
The table below summarizes the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
May 1, 2019
|
Merger consideration
|
|
|
|
|
Share consideration
|
|
$
|
116,032
|
|
|
|
Cash consideration
|
|
34,766
|
|
|
|
Total merger consideration
|
|
|
|
$
|
150,798
|
|
Identifiable net assets acquired, at fair value
|
|
|
|
|
Assets acquired
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
82,081
|
|
|
|
Debt securities available for sale
|
|
99,056
|
|
|
|
Loans
|
|
1,138,928
|
|
|
|
Premises and equipment
|
|
18,327
|
|
|
|
Other intangible assets
|
|
28,349
|
|
|
|
Foreclosed assets
|
|
3,091
|
|
|
|
Other assets
|
|
42,944
|
|
|
|
Total assets acquired
|
|
|
|
1,412,776
|
|
Liabilities assumed
|
|
|
|
|
Deposits
|
|
$
|
1,089,355
|
|
|
|
Short-term borrowings
|
|
100,761
|
|
|
|
Long-term debt
|
|
71,234
|
|
|
|
Other liabilities
|
|
29,951
|
|
|
|
Total liabilities assumed
|
|
|
|
1,291,301
|
|
Fair value of net assets acquired
|
|
|
|
121,475
|
|
Goodwill
|
|
|
|
$
|
29,323
|
|
The following table summarizes ATBancorp acquisition-related expenses for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
December 31,
|
(in thousands)
|
2020
|
|
2019
|
Noninterest Expense
|
|
|
|
Compensation and employee benefits
|
$
|
—
|
|
|
$
|
5,435
|
|
Occupancy expense of premises, net
|
7
|
|
|
483
|
|
Legal and professional
|
—
|
|
|
2,762
|
|
Data processing
|
44
|
|
|
90
|
|
Other
|
10
|
|
|
360
|
|
Total ATBancorp acquisition-related expenses
|
$
|
61
|
|
|
$
|
9,130
|
|
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3.Debt Securities
The amortized cost and fair value of investment debt securities AFS, with gross unrealized gains and losses, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Allowance for Credit Loss related to Debt Securities
|
|
Fair Value
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies and corporations
|
$
|
355
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
361
|
|
State and political subdivisions
|
611,666
|
|
|
17,163
|
|
|
483
|
|
|
—
|
|
|
628,346
|
|
Mortgage-backed securities
|
92,261
|
|
|
1,758
|
|
|
1
|
|
|
—
|
|
|
94,018
|
|
Collateralized mortgage obligations
|
559,718
|
|
|
6,332
|
|
|
214
|
|
|
—
|
|
|
565,836
|
|
Corporate debt securities
|
360,103
|
|
|
9,333
|
|
|
616
|
|
|
—
|
|
|
368,820
|
|
Total debt securities
|
$
|
1,624,103
|
|
|
$
|
34,592
|
|
|
$
|
1,314
|
|
|
$
|
—
|
|
|
$
|
1,657,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
(in thousands)
|
|
|
|
|
|
|
|
U.S. Government agencies and corporations
|
$
|
439
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
441
|
|
State and political subdivisions
|
253,750
|
|
|
3,803
|
|
|
348
|
|
|
257,205
|
|
Mortgage-backed securities
|
43,009
|
|
|
536
|
|
|
15
|
|
|
43,530
|
|
Collateralized mortgage obligations
|
293,911
|
|
|
1,000
|
|
|
1,965
|
|
|
292,946
|
|
Corporate debt securities
|
188,952
|
|
|
3,018
|
|
|
115
|
|
|
191,855
|
|
Total debt securities
|
$
|
780,061
|
|
|
$
|
8,359
|
|
|
$
|
2,443
|
|
|
$
|
785,977
|
|
Investment securities with a carrying value of $434.7 million and $264.8 million at December 31, 2020 and December 31, 2019, respectively, were pledged on public deposits, securities sold under agreements to repurchase and for other purposes, as required or permitted by law.
The following table presents debt securities AFS in an unrealized loss position for which an allowance for credit losses has not been recorded at December 31, 2020, aggregated by investment category and length of time in a continuous loss position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
Number
of
Securities
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
Available for Sale
|
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
(in thousands, except number of securities)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
27
|
|
|
$
|
31,489
|
|
|
$
|
157
|
|
|
$
|
4,065
|
|
|
$
|
326
|
|
|
$
|
35,554
|
|
|
$
|
483
|
|
Mortgage-backed securities
|
|
7
|
|
|
315
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
315
|
|
|
1
|
|
Collateralized mortgage obligations
|
|
8
|
|
|
133,032
|
|
|
214
|
|
|
—
|
|
|
—
|
|
|
133,032
|
|
|
214
|
|
Corporate debt securities
|
|
15
|
|
|
35,995
|
|
|
523
|
|
|
3,311
|
|
|
93
|
|
|
39,306
|
|
|
616
|
|
Total
|
|
57
|
|
|
$
|
200,831
|
|
|
$
|
895
|
|
|
$
|
7,376
|
|
|
$
|
419
|
|
|
$
|
208,207
|
|
|
$
|
1,314
|
|
As of December 31, 2020, 27 state and political subdivisions securities with total unrealized losses of $0.5 million were held by the Company. Management evaluated these securities by considering the yield spread to treasury securities, credit agency ratings, and payment history. In addition, management evaluated the most recent financial information available for certain of these securities. Based on this evaluation, management concluded that the decline in fair value was not attributable to credit losses.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2020, 7 mortgage-backed securities and 8 collateralized mortgage obligations with unrealized losses totaling $0.2 million were held by the Company. Management evaluated the payment history of these securities. In addition, management considered the implied U.S. government guarantee of these agency securities and the level of credit enhancement for non-agency securities. Based on this evaluation, management concluded that the decline in fair value was not attributable to credit losses.
As of December 31, 2020, 15 corporate debt securities with total unrealized losses of $0.6 million were held by the Company. Management evaluated these securities by considering credit agency ratings and payment history. In addition, management evaluated the most recent financial information available for certain of these securities. Based on this evaluation, management concluded that the decline in fair value was not attributable to credit losses.
Accrued interest receivable on available for sale debt securities, which is recorded within 'Other Assets,' totaled $7.3 million at December 31, 2020 and $4.2 million at December 31, 2019 and is excluded from the estimate of credit losses.
The following table presents information pertaining to debt securities with gross unrealized losses as of December 31, 2019, aggregated by investment category and length of time that individual securities have been in a continuous loss position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
|
Number
of
Securities
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
Available for Sale
|
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
(in thousands, except number of securities)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
47
|
|
|
$
|
27,161
|
|
|
$
|
322
|
|
|
$
|
2,112
|
|
|
$
|
26
|
|
|
$
|
29,273
|
|
|
$
|
348
|
|
Mortgage-backed securities
|
|
7
|
|
|
963
|
|
|
12
|
|
|
1,365
|
|
|
3
|
|
|
2,328
|
|
|
15
|
|
Collateralized mortgage obligations
|
|
33
|
|
|
103,395
|
|
|
719
|
|
|
65,604
|
|
|
1,246
|
|
|
168,999
|
|
|
1,965
|
|
Corporate debt securities
|
|
7
|
|
|
7,012
|
|
|
14
|
|
|
8,788
|
|
|
101
|
|
|
15,800
|
|
|
115
|
|
Total
|
|
94
|
|
|
$
|
138,531
|
|
|
$
|
1,067
|
|
|
$
|
77,869
|
|
|
$
|
1,376
|
|
|
$
|
216,400
|
|
|
$
|
2,443
|
|
Proceeds and gross realized gains and losses on debt securities available for sale for the years ended December 31, 2020, 2019 and 2018, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
Proceeds from sales of debt securities available for sale
|
$
|
27,391
|
|
|
$
|
125,452
|
|
|
$
|
14,490
|
|
|
|
|
|
|
|
Gross realized gains from sales of debt securities available for sale
|
$
|
280
|
|
|
$
|
143
|
|
|
$
|
203
|
|
Gross realized losses from sales of debt securities available for sale
|
(123)
|
|
|
(56)
|
|
|
(6)
|
|
|
|
|
|
|
|
Net realized gain from sales of debt securities available for sale
|
$
|
157
|
|
|
$
|
87
|
|
|
$
|
197
|
|
The contractual maturity distribution of investment debt securities at December 31, 2020, is shown below. Expected maturities of MBS and CMO may differ from contractual maturities because the mortgages underlying the securities may be called or prepaid without any penalties. Therefore, these securities are not included in the maturity categories in the following summary.
|
|
|
|
|
|
|
|
|
|
|
|
|
Available For Sale
|
(in thousands)
|
Amortized
Cost
|
|
Fair Value
|
Due in one year or less
|
$
|
41,111
|
|
|
$
|
41,350
|
|
Due after one year through five years
|
285,753
|
|
|
294,214
|
|
Due after five years through ten years
|
313,584
|
|
|
320,095
|
|
Due after ten years
|
331,676
|
|
|
341,868
|
|
|
$
|
972,124
|
|
|
$
|
997,527
|
|
Mortgage-backed securities
|
92,261
|
|
|
94,018
|
|
Collateralized mortgage obligations
|
559,718
|
|
|
565,836
|
|
Total
|
$
|
1,624,103
|
|
|
$
|
1,657,381
|
|
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4.Loans Receivable and the Allowance for Credit Losses
The composition of loans by class of receivable was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
(in thousands)
|
2020
|
|
2019
|
Agricultural
|
$
|
116,392
|
|
|
$
|
140,446
|
|
Commercial and industrial
|
1,055,488
|
|
|
835,236
|
|
Commercial real estate:
|
|
|
|
Construction & development
|
181,291
|
|
|
298,077
|
|
Farmland
|
144,970
|
|
|
181,885
|
|
Multifamily
|
256,525
|
|
|
227,407
|
|
Commercial real estate-other
|
1,149,575
|
|
|
1,107,490
|
|
Total commercial real estate
|
1,732,361
|
|
|
1,814,859
|
|
Residential real estate:
|
|
|
|
One- to four- family first liens
|
355,684
|
|
|
407,418
|
|
One- to four- family junior liens
|
143,422
|
|
|
170,381
|
|
Total residential real estate
|
499,106
|
|
|
577,799
|
|
Consumer
|
78,876
|
|
|
82,926
|
|
Loans held for investment, net of unearned income
|
$
|
3,482,223
|
|
|
$
|
3,451,266
|
|
|
|
|
|
|
|
|
|
Allowance for credit losses
|
$
|
(55,500)
|
|
|
$
|
(29,079)
|
|
Total loans held for investment, net
|
$
|
3,426,723
|
|
|
$
|
3,422,187
|
|
Loans with unpaid principal in the amount of $830.2 million and $945.9 million at December 31, 2020 and December 31, 2019, respectively, were pledged to the FHLB as collateral for borrowings.
Non-accrual and Delinquent Loans
Loans are placed on non-accrual when (1) payment in full of principal and interest is no longer expected or (2) principal or interest has been in default for 90 days or more unless the loan is both well secured with marketable collateral and in the process of collection. All loans rated doubtful or worse, and certain loans rated substandard, are placed on non-accrual.
A non-accrual loan may be restored to an accrual status when (1) all past due principal and interest has been paid (excluding renewals and modifications that involve the capitalizing of interest) or (2) the loan becomes well secured with marketable collateral and is in the process of collection. An established track record of performance is also considered when determining accrual status.
Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement or any portion thereof remains unpaid after the due date of the scheduled payment.
As of December 31, 2020, the Company had $7 thousand in commitments to lend additional funds to borrowers who have a nonaccrual loan.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the amortized cost basis of loans based on delinquency status:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Age Analysis of Past-Due Financial Assets
|
|
|
|
|
(in thousands)
|
Current
|
|
30 - 59 Days Past Due
|
|
60 - 89 Days Past Due
|
|
90 Days or More Past Due
|
|
Total
|
|
90 Days or More Past Due and Accruing
|
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
|
$
|
115,284
|
|
|
$
|
8
|
|
|
$
|
45
|
|
|
$
|
1,055
|
|
|
$
|
116,392
|
|
|
$
|
—
|
|
Commercial and industrial
|
1,051,727
|
|
|
477
|
|
|
333
|
|
|
2,951
|
|
|
1,055,488
|
|
|
106
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
Construction & development
|
180,059
|
|
|
586
|
|
|
42
|
|
|
604
|
|
|
181,291
|
|
|
—
|
|
Farmland
|
138,798
|
|
|
226
|
|
|
324
|
|
|
5,622
|
|
|
144,970
|
|
|
—
|
|
Multifamily
|
256,525
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
256,525
|
|
|
—
|
|
Commercial real estate-other
|
1,132,015
|
|
|
11,514
|
|
|
318
|
|
|
5,728
|
|
|
1,149,575
|
|
|
—
|
|
Total commercial real estate
|
1,707,397
|
|
|
12,326
|
|
|
684
|
|
|
11,954
|
|
|
1,732,361
|
|
|
—
|
|
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family first liens
|
351,370
|
|
|
2,062
|
|
|
566
|
|
|
1,686
|
|
|
355,684
|
|
|
625
|
|
One- to four- family junior liens
|
142,663
|
|
|
377
|
|
|
234
|
|
|
148
|
|
|
143,422
|
|
|
—
|
|
Total residential real estate
|
494,033
|
|
|
2,439
|
|
|
800
|
|
|
1,834
|
|
|
499,106
|
|
|
625
|
|
Consumer
|
78,747
|
|
|
43
|
|
|
39
|
|
|
47
|
|
|
78,876
|
|
|
8
|
|
Total
|
$
|
3,447,188
|
|
|
$
|
15,293
|
|
|
$
|
1,901
|
|
|
$
|
17,841
|
|
|
$
|
3,482,223
|
|
|
$
|
739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
|
$
|
137,715
|
|
|
$
|
975
|
|
|
$
|
—
|
|
|
$
|
1,756
|
|
|
$
|
140,446
|
|
|
$
|
—
|
|
Commercial and industrial
|
828,842
|
|
|
846
|
|
|
270
|
|
|
5,278
|
|
|
835,236
|
|
|
—
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
—
|
|
|
|
Construction & development
|
294,995
|
|
|
2,256
|
|
|
621
|
|
|
205
|
|
|
298,077
|
|
|
—
|
|
Farmland
|
175,281
|
|
|
362
|
|
|
—
|
|
|
6,242
|
|
|
181,885
|
|
|
—
|
|
Multifamily
|
227,013
|
|
|
394
|
|
|
—
|
|
|
—
|
|
|
227,407
|
|
|
—
|
|
Commercial real estate-other
|
1,102,504
|
|
|
1,965
|
|
|
347
|
|
|
2,674
|
|
|
1,107,490
|
|
|
—
|
|
Total commercial real estate
|
1,799,793
|
|
|
4,977
|
|
|
968
|
|
|
9,121
|
|
|
1,814,859
|
|
|
—
|
|
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family first liens
|
402,471
|
|
|
2,579
|
|
|
857
|
|
|
1,511
|
|
|
407,418
|
|
|
99
|
|
One- to four- family junior liens
|
169,592
|
|
|
518
|
|
|
108
|
|
|
163
|
|
|
170,381
|
|
|
25
|
|
Total residential real estate
|
572,063
|
|
|
3,097
|
|
|
965
|
|
|
1,674
|
|
|
577,799
|
|
|
124
|
|
Consumer
|
82,558
|
|
|
150
|
|
|
80
|
|
|
138
|
|
|
82,926
|
|
|
12
|
|
Total
|
$
|
3,420,971
|
|
|
$
|
10,045
|
|
|
$
|
2,283
|
|
|
$
|
17,967
|
|
|
$
|
3,451,266
|
|
|
$
|
136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the amortized cost basis of loans on non-accrual status, loans past due 90 days or more and still accruing by class of loan and related interest income recognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
Beginning of Period Nonaccrual
|
|
End of Period Nonaccrual
|
|
Nonaccrual with no Allowance for Credit Losses
|
|
90 Days or More Past Due And Accruing
|
|
Interest Income Recognized on Nonaccrual
|
As of and for the Year Ended December 31, 2020
|
|
|
|
|
|
|
|
|
|
Agricultural
|
$
|
2,893
|
|
|
$
|
2,584
|
|
|
$
|
1,599
|
|
|
$
|
—
|
|
|
$
|
134
|
|
Commercial and industrial
|
13,276
|
|
|
7,326
|
|
|
4,349
|
|
|
106
|
|
|
361
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
Construction and development
|
1,494
|
|
|
1,145
|
|
|
900
|
|
|
—
|
|
|
51
|
|
Farmland
|
10,402
|
|
|
8,319
|
|
|
7,266
|
|
|
—
|
|
|
206
|
|
Multifamily
|
—
|
|
|
746
|
|
|
39
|
|
|
—
|
|
|
2
|
|
Commercial real estate-other
|
10,141
|
|
|
19,134
|
|
|
2,497
|
|
|
—
|
|
|
108
|
|
Total commercial real estate
|
22,037
|
|
|
29,344
|
|
|
10,702
|
|
|
—
|
|
|
367
|
|
Residential real estate:
|
|
|
|
|
|
|
|
|
|
One- to four- family first liens
|
2,556
|
|
|
1,895
|
|
|
75
|
|
|
625
|
|
|
126
|
|
One- to four- family junior liens
|
513
|
|
|
722
|
|
|
1
|
|
|
—
|
|
|
33
|
|
Total residential real estate
|
3,069
|
|
|
2,617
|
|
|
76
|
|
|
625
|
|
|
159
|
|
Consumer
|
206
|
|
|
79
|
|
|
13
|
|
|
8
|
|
|
10
|
|
Total
|
$
|
41,481
|
|
|
$
|
41,950
|
|
|
$
|
16,739
|
|
|
$
|
739
|
|
|
$
|
1,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Quality Information
The Company aggregates loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience, credit documentation, and other factors. The Company analyzes loans individually to classify the loans as to credit risk. This analysis includes non-homogenous loans, such as agricultural, commercial and industrial, and commercial real estate loans. Loans not meeting the criteria described below that are analyzed individually are considered to be pass-rated. The Company uses the following definitions for risk ratings:
Special Mention/Watch - A special mention/watch asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Special mention/watch assets are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.
Substandard - Substandard loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.
Loss - Loans classified as loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future.
Homogenous loans, including residential real estate and consumer loans, are not individually risk rated. Instead, these loans are categorized based on performance: performing and nonperforming. Nonperforming loans include those loans on nonaccrual, loans greater than 90 days past due and on accrual, and TDRs on accrual.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table sets forth the amortized cost basis of loans by class of receivable by credit quality indicator and vintage based on the most recent analysis performed, as of December 31, 2020. As of December 31, 2020, there were no 'loss' rated credits.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loans by Origination Year
|
|
Revolving Loans
|
|
|
|
|
December 31, 2020
(in thousands)
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
Prior
|
|
|
|
Total
|
Agricultural
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
$
|
17,836
|
|
|
$
|
6,959
|
|
|
$
|
2,764
|
|
|
$
|
2,145
|
|
|
$
|
1,386
|
|
|
$
|
1,833
|
|
|
$
|
60,802
|
|
|
|
|
$
|
93,725
|
|
Special mention / watch
|
4,892
|
|
|
1,083
|
|
|
117
|
|
|
108
|
|
|
553
|
|
|
1,103
|
|
|
7,210
|
|
|
|
|
15,066
|
|
Substandard
|
4,075
|
|
|
650
|
|
|
258
|
|
|
183
|
|
|
121
|
|
|
226
|
|
|
2,086
|
|
|
|
|
7,599
|
|
Doubtful
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
|
|
2
|
|
Total
|
$
|
26,804
|
|
|
$
|
8,692
|
|
|
$
|
3,139
|
|
|
$
|
2,436
|
|
|
$
|
2,060
|
|
|
$
|
3,163
|
|
|
$
|
70,098
|
|
|
|
|
$
|
116,392
|
|
Commercial and industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
$
|
546,171
|
|
|
$
|
105,523
|
|
|
$
|
57,055
|
|
|
$
|
61,753
|
|
|
$
|
38,695
|
|
|
$
|
92,526
|
|
|
$
|
120,498
|
|
|
|
|
$
|
1,022,221
|
|
Special mention / watch
|
3,410
|
|
|
572
|
|
|
497
|
|
|
2,261
|
|
|
611
|
|
|
112
|
|
|
4,796
|
|
|
|
|
12,259
|
|
Substandard
|
5,014
|
|
|
1,539
|
|
|
928
|
|
|
656
|
|
|
461
|
|
|
3,261
|
|
|
9,144
|
|
|
|
|
21,003
|
|
Doubtful
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
|
|
5
|
|
Total
|
$
|
554,595
|
|
|
$
|
107,634
|
|
|
$
|
58,480
|
|
|
$
|
64,671
|
|
|
$
|
39,767
|
|
|
$
|
95,902
|
|
|
$
|
134,439
|
|
|
|
|
$
|
1,055,488
|
|
CRE - Construction and development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
$
|
109,885
|
|
|
$
|
25,972
|
|
|
$
|
14,994
|
|
|
$
|
2,696
|
|
|
$
|
679
|
|
|
$
|
876
|
|
|
$
|
22,519
|
|
|
|
|
$
|
177,621
|
|
Special mention / watch
|
843
|
|
|
298
|
|
|
542
|
|
|
—
|
|
|
9
|
|
|
3
|
|
|
—
|
|
|
|
|
1,695
|
|
Substandard
|
597
|
|
|
1,132
|
|
|
220
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
|
|
1,975
|
|
Doubtful
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
Total
|
$
|
111,325
|
|
|
$
|
27,402
|
|
|
$
|
15,756
|
|
|
$
|
2,696
|
|
|
$
|
688
|
|
|
$
|
905
|
|
|
$
|
22,519
|
|
|
|
|
$
|
181,291
|
|
CRE - Farmland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
$
|
48,378
|
|
|
$
|
25,022
|
|
|
$
|
9,577
|
|
|
$
|
10,490
|
|
|
$
|
8,378
|
|
|
$
|
13,003
|
|
|
$
|
1,263
|
|
|
|
|
$
|
116,111
|
|
Special mention / watch
|
8,088
|
|
|
4,583
|
|
|
935
|
|
|
660
|
|
|
361
|
|
|
237
|
|
|
—
|
|
|
|
|
14,864
|
|
Substandard
|
3,924
|
|
|
2,627
|
|
|
4,386
|
|
|
1,728
|
|
|
166
|
|
|
1,128
|
|
|
36
|
|
|
|
|
13,995
|
|
Doubtful
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
Total
|
$
|
60,390
|
|
|
$
|
32,232
|
|
|
$
|
14,898
|
|
|
$
|
12,878
|
|
|
$
|
8,905
|
|
|
$
|
14,368
|
|
|
$
|
1,299
|
|
|
|
|
$
|
144,970
|
|
CRE - Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
$
|
164,817
|
|
|
$
|
18,992
|
|
|
$
|
17,805
|
|
|
$
|
10,706
|
|
|
$
|
10,201
|
|
|
$
|
19,581
|
|
|
$
|
11,558
|
|
|
|
|
$
|
253,660
|
|
Special mention / watch
|
345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
|
|
404
|
|
Substandard
|
1,099
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,362
|
|
|
—
|
|
|
—
|
|
|
|
|
2,461
|
|
Doubtful
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
Total
|
$
|
166,261
|
|
|
$
|
18,992
|
|
|
$
|
17,805
|
|
|
$
|
10,706
|
|
|
$
|
11,622
|
|
|
$
|
19,581
|
|
|
$
|
11,558
|
|
|
|
|
$
|
256,525
|
|
CRE - other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
$
|
487,771
|
|
|
$
|
129,388
|
|
|
$
|
60,957
|
|
|
$
|
83,393
|
|
|
$
|
66,369
|
|
|
$
|
91,698
|
|
|
$
|
45,129
|
|
|
|
|
$
|
964,705
|
|
Special mention / watch
|
71,141
|
|
|
14,870
|
|
|
12,415
|
|
|
5,953
|
|
|
3,756
|
|
|
4,335
|
|
|
455
|
|
|
|
|
112,925
|
|
Substandard
|
48,690
|
|
|
7,162
|
|
|
6,370
|
|
|
1,222
|
|
|
579
|
|
|
6,997
|
|
|
925
|
|
|
|
|
71,945
|
|
Doubtful
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
Total
|
$
|
607,602
|
|
|
$
|
151,420
|
|
|
$
|
79,742
|
|
|
$
|
90,568
|
|
|
$
|
70,704
|
|
|
$
|
103,030
|
|
|
$
|
46,509
|
|
|
|
|
$
|
1,149,575
|
|
RRE - One- to four- family first liens
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing
|
$
|
117,923
|
|
|
$
|
46,581
|
|
|
$
|
42,875
|
|
|
$
|
30,628
|
|
|
$
|
37,407
|
|
|
$
|
68,501
|
|
|
$
|
9,249
|
|
|
|
|
$
|
353,164
|
|
Nonperforming
|
239
|
|
|
1
|
|
|
596
|
|
|
303
|
|
|
148
|
|
|
1,233
|
|
|
—
|
|
|
|
|
2,520
|
|
Total
|
$
|
118,162
|
|
|
$
|
46,582
|
|
|
$
|
43,471
|
|
|
$
|
30,931
|
|
|
$
|
37,555
|
|
|
$
|
69,734
|
|
|
$
|
9,249
|
|
|
|
|
$
|
355,684
|
|
RRE - One- to four- family junior liens
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing
|
$
|
19,818
|
|
|
$
|
7,973
|
|
|
$
|
12,140
|
|
|
$
|
6,152
|
|
|
$
|
3,467
|
|
|
$
|
5,354
|
|
|
$
|
87,795
|
|
|
|
|
$
|
142,699
|
|
Nonperforming
|
7
|
|
|
—
|
|
|
223
|
|
|
17
|
|
|
116
|
|
|
190
|
|
|
170
|
|
|
|
|
723
|
|
Total
|
$
|
19,825
|
|
|
$
|
7,973
|
|
|
$
|
12,363
|
|
|
$
|
6,169
|
|
|
$
|
3,583
|
|
|
$
|
5,544
|
|
|
$
|
87,965
|
|
|
|
|
$
|
143,422
|
|
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing
|
$
|
30,755
|
|
|
$
|
13,662
|
|
|
$
|
10,341
|
|
|
$
|
4,960
|
|
|
$
|
2,656
|
|
|
$
|
6,306
|
|
|
$
|
10,118
|
|
|
|
|
$
|
78,798
|
|
Nonperforming
|
2
|
|
|
21
|
|
|
13
|
|
|
5
|
|
|
13
|
|
|
24
|
|
|
—
|
|
|
|
|
78
|
|
Total
|
$
|
30,757
|
|
|
$
|
13,683
|
|
|
$
|
10,354
|
|
|
$
|
4,965
|
|
|
$
|
2,669
|
|
|
$
|
6,330
|
|
|
$
|
10,118
|
|
|
|
|
$
|
78,876
|
|
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loans by Origination Year
|
|
Revolving Loans
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
Prior
|
|
|
|
Total
|
Total by Credit Quality Indicator Category
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
$
|
1,374,858
|
|
|
$
|
311,856
|
|
|
$
|
163,152
|
|
|
$
|
171,183
|
|
|
$
|
125,708
|
|
|
$
|
219,517
|
|
|
$
|
261,769
|
|
|
|
|
$
|
2,628,043
|
|
Special mention / watch
|
88,719
|
|
|
21,406
|
|
|
14,506
|
|
|
8,982
|
|
|
5,349
|
|
|
5,790
|
|
|
12,461
|
|
|
|
|
157,213
|
|
Substandard
|
63,399
|
|
|
13,110
|
|
|
12,162
|
|
|
3,789
|
|
|
2,689
|
|
|
11,638
|
|
|
12,191
|
|
|
|
|
118,978
|
|
Doubtful
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
1
|
|
|
|
|
7
|
|
Performing
|
168,496
|
|
|
68,216
|
|
|
65,356
|
|
|
41,740
|
|
|
43,530
|
|
|
80,161
|
|
|
107,162
|
|
|
|
|
574,661
|
|
Nonperforming
|
248
|
|
|
22
|
|
|
832
|
|
|
325
|
|
|
277
|
|
|
1,447
|
|
|
170
|
|
|
|
|
3,321
|
|
Total
|
$
|
1,695,721
|
|
|
$
|
414,610
|
|
|
$
|
256,008
|
|
|
$
|
226,020
|
|
|
$
|
177,553
|
|
|
$
|
318,557
|
|
|
$
|
393,754
|
|
|
|
|
$
|
3,482,223
|
|
The following table sets forth the risk category of loans by class of loans and credit quality indicator used on the most recent analysis performed, as of December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
(in thousands)
|
Pass
|
|
Special Mention/Watch
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Total
|
Agricultural
|
$
|
117,374
|
|
|
$
|
13,292
|
|
|
$
|
9,780
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
140,446
|
|
Commercial and industrial
|
794,526
|
|
|
19,038
|
|
|
21,635
|
|
|
1
|
|
|
36
|
|
|
835,236
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
Construction & development
|
283,921
|
|
|
11,423
|
|
|
2,733
|
|
|
—
|
|
|
—
|
|
|
298,077
|
|
Farmland
|
141,107
|
|
|
21,307
|
|
|
19,471
|
|
|
—
|
|
|
—
|
|
|
181,885
|
|
Multifamily
|
226,124
|
|
|
90
|
|
|
1,193
|
|
|
—
|
|
|
—
|
|
|
227,407
|
|
Commercial real estate-other
|
1,036,418
|
|
|
50,691
|
|
|
20,381
|
|
|
—
|
|
|
—
|
|
|
1,107,490
|
|
Total commercial real estate
|
1,687,570
|
|
|
83,511
|
|
|
43,778
|
|
|
—
|
|
|
—
|
|
|
1,814,859
|
|
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family first liens
|
396,175
|
|
|
4,547
|
|
|
6,532
|
|
|
164
|
|
|
—
|
|
|
407,418
|
|
One- to four- family junior liens
|
168,229
|
|
|
1,282
|
|
|
870
|
|
|
—
|
|
|
—
|
|
|
170,381
|
|
Total residential real estate
|
564,404
|
|
|
5,829
|
|
|
7,402
|
|
|
164
|
|
|
—
|
|
|
577,799
|
|
Consumer
|
82,650
|
|
|
39
|
|
|
218
|
|
|
19
|
|
|
—
|
|
|
82,926
|
|
Total
|
$
|
3,246,524
|
|
|
$
|
121,709
|
|
|
$
|
82,813
|
|
|
$
|
184
|
|
|
$
|
36
|
|
|
$
|
3,451,266
|
|
Allowance for Credit Losses
At December 31, 2020, the economic forecast used by the Company showed the following: (1) Midwest unemployment – slight increase over the next three forecasted quarters, with a decline in the fourth forecasted quarter; (2) Year-to-year change in national retail sales - increases over the next four forecasted quarters; (3) Year-to-year change in CRE Index - decreases over the next four forecasted quarters; (4) Year-to-year change in U.S. GDP - a decrease in the first forecasted quarter, followed by increases in the following three quarters; (5) Year-to-year change in National Home Price Index – increases over the next four forecasted quarters; and (6) Rental Vacancy - an increase over the forecasted four quarters. These loss drivers saw overall economic improvement when compared to the previously disclosed third quarter results, but are consistently worse when compared to recent historical trends over the past several years, largely as a result of the COVID-19 pandemic.
We have made a policy election to report interest receivable as a separate line on the balance sheet. Accrued interest receivable, which is recorded within 'Other Assets' totaled $14.2 million at December 31, 2020 and December 31, 2019 and is excluded from the estimate of credit losses.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The changes in the allowance for credit losses by portfolio segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, 2020, 2019, and 2018
|
(in thousands)
|
Agricultural
|
|
Commercial and Industrial
|
|
Commercial Real Estate
|
|
Residential Real Estate
|
|
Consumer
|
|
|
|
Total
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance, prior to the adoption of ASC 326
|
$
|
3,748
|
|
|
$
|
8,394
|
|
|
$
|
13,804
|
|
|
$
|
2,685
|
|
|
$
|
448
|
|
|
|
|
$
|
29,079
|
|
Day 1 transition adjustment from adoption of ASC 326
|
(2,557)
|
|
|
2,728
|
|
|
1,300
|
|
|
2,050
|
|
|
463
|
|
|
|
|
$
|
3,984
|
|
Charge-offs
|
(1,051)
|
|
|
(2,502)
|
|
|
(2,317)
|
|
|
(186)
|
|
|
(737)
|
|
|
|
|
(6,793)
|
|
Recoveries
|
130
|
|
|
1,055
|
|
|
124
|
|
|
49
|
|
|
170
|
|
|
|
|
1,528
|
|
Credit loss expense (1)
|
1,076
|
|
|
6,014
|
|
|
19,729
|
|
|
284
|
|
|
599
|
|
|
|
|
27,702
|
|
Ending balance
|
$
|
1,346
|
|
|
$
|
15,689
|
|
|
$
|
32,640
|
|
|
$
|
4,882
|
|
|
$
|
943
|
|
|
|
|
$
|
55,500
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
$
|
3,637
|
|
|
$
|
7,478
|
|
|
$
|
15,635
|
|
|
$
|
2,349
|
|
|
$
|
208
|
|
|
|
|
$
|
29,307
|
|
Charge-offs
|
(1,130)
|
|
|
(4,774)
|
|
|
(1,537)
|
|
|
(229)
|
|
|
(720)
|
|
|
|
|
(8,390)
|
|
Recoveries
|
32
|
|
|
195
|
|
|
311
|
|
|
105
|
|
|
361
|
|
|
|
|
1,004
|
|
Credit loss expense
|
1,209
|
|
|
5,495
|
|
|
(605)
|
|
|
460
|
|
|
599
|
|
|
|
|
7,158
|
|
Ending balance
|
$
|
3,748
|
|
|
$
|
8,394
|
|
|
$
|
13,804
|
|
|
$
|
2,685
|
|
|
$
|
448
|
|
|
|
|
$
|
29,079
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
$
|
2,790
|
|
|
$
|
8,518
|
|
|
$
|
13,637
|
|
|
$
|
2,870
|
|
|
$
|
244
|
|
|
|
|
$
|
28,059
|
|
Charge-offs
|
(656)
|
|
|
(2,752)
|
|
|
(2,901)
|
|
|
(113)
|
|
|
(618)
|
|
|
|
|
(7,040)
|
|
Recoveries
|
67
|
|
|
291
|
|
|
290
|
|
|
288
|
|
|
52
|
|
|
|
|
988
|
|
Credit loss expense
|
1,436
|
|
|
1,421
|
|
|
4,609
|
|
|
(696)
|
|
|
530
|
|
|
|
|
7,300
|
|
Ending balance
|
$
|
3,637
|
|
|
$
|
7,478
|
|
|
$
|
15,635
|
|
|
$
|
2,349
|
|
|
$
|
208
|
|
|
|
|
$
|
29,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The difference in the credit loss expense reported herein as compared to the Consolidated Statements of Income is associated with the credit loss expense of $0.7 million related to off-balance sheet credit exposures for the year ended December 31, 2020.
|
The composition of allowance for credit losses by portfolio segment based on evaluation method were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
(in thousands)
|
Agricultural
|
|
Commercial and Industrial
|
|
Commercial Real Estate
|
|
Residential Real Estate
|
|
Consumer
|
|
Total
|
Loans held for investment, net of unearned income
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
$
|
2,088
|
|
|
$
|
6,582
|
|
|
$
|
28,235
|
|
|
$
|
427
|
|
|
$
|
8
|
|
|
$
|
37,340
|
|
Collectively evaluated for impairment
|
114,304
|
|
|
1,048,906
|
|
|
1,704,126
|
|
|
498,679
|
|
|
78,868
|
|
|
3,444,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
116,392
|
|
|
$
|
1,055,488
|
|
|
$
|
1,732,361
|
|
|
$
|
499,106
|
|
|
$
|
78,876
|
|
|
$
|
3,482,223
|
|
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
$
|
66
|
|
|
$
|
799
|
|
|
$
|
2,031
|
|
|
$
|
179
|
|
|
$
|
—
|
|
|
$
|
3,075
|
|
Collectively evaluated for impairment
|
1,280
|
|
|
14,890
|
|
|
30,609
|
|
|
4,703
|
|
|
943
|
|
|
52,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
1,346
|
|
|
$
|
15,689
|
|
|
$
|
32,640
|
|
|
$
|
4,882
|
|
|
$
|
943
|
|
|
$
|
55,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
(in thousands)
|
Agricultural
|
|
Commercial and Industrial
|
|
Commercial Real Estate
|
|
Residential Real Estate
|
|
Consumer
|
|
Total
|
Loans held for investment, net of unearned income
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
$
|
4,312
|
|
|
$
|
12,242
|
|
|
$
|
16,082
|
|
|
$
|
838
|
|
|
$
|
21
|
|
|
$
|
33,495
|
|
Collectively evaluated for impairment
|
135,246
|
|
|
822,939
|
|
|
1,781,306
|
|
|
572,865
|
|
|
82,864
|
|
|
3,395,220
|
|
Purchased credit impaired loans
|
888
|
|
|
55
|
|
|
17,471
|
|
|
4,096
|
|
|
41
|
|
|
22,551
|
|
Total
|
$
|
140,446
|
|
|
$
|
835,236
|
|
|
$
|
1,814,859
|
|
|
$
|
577,799
|
|
|
$
|
82,926
|
|
|
$
|
3,451,266
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
$
|
212
|
|
|
$
|
2,198
|
|
|
$
|
1,180
|
|
|
$
|
73
|
|
|
$
|
—
|
|
|
$
|
3,663
|
|
Collectively evaluated for impairment
|
3,536
|
|
|
6,194
|
|
|
11,836
|
|
|
2,152
|
|
|
448
|
|
|
24,166
|
|
Purchased credit impaired loans
|
—
|
|
|
2
|
|
|
788
|
|
|
460
|
|
|
—
|
|
|
1,250
|
|
Total
|
$
|
3,748
|
|
|
$
|
8,394
|
|
|
$
|
13,804
|
|
|
$
|
2,685
|
|
|
$
|
448
|
|
|
$
|
29,079
|
|
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the amortized cost basis of collateral dependent loans, by the primary collateral type, which are individually evaluated to determine expected credit losses, and the related ACL allocated to these loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
|
Primary Type of Collateral
|
(in thousands)
|
|
Real Estate
|
|
|
|
Equipment
|
|
Other
|
|
Total
|
|
ACL Allocation
|
Agricultural
|
|
$
|
516
|
|
|
|
|
$
|
824
|
|
|
$
|
748
|
|
|
$
|
2,088
|
|
|
$
|
66
|
|
Commercial and industrial
|
|
667
|
|
|
|
|
3,037
|
|
|
2,878
|
|
|
6,582
|
|
|
799
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and development
|
|
899
|
|
|
|
|
—
|
|
|
—
|
|
|
899
|
|
|
—
|
|
Farmland
|
|
7,850
|
|
|
|
|
—
|
|
|
—
|
|
|
7,850
|
|
|
88
|
|
Multifamily
|
|
746
|
|
|
|
|
—
|
|
|
—
|
|
|
746
|
|
|
202
|
|
Commercial real estate-other
|
|
18,740
|
|
|
|
|
—
|
|
|
—
|
|
|
18,740
|
|
|
1,741
|
|
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family first liens
|
|
204
|
|
|
|
|
—
|
|
|
—
|
|
|
204
|
|
|
132
|
|
One- to four- family junior liens
|
|
223
|
|
|
|
|
—
|
|
|
—
|
|
|
223
|
|
|
47
|
|
Consumer
|
|
—
|
|
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
Total
|
|
$
|
29,845
|
|
|
|
|
$
|
3,869
|
|
|
$
|
3,626
|
|
|
$
|
37,340
|
|
|
$
|
3,075
|
|
Troubled Debt Restructurings
TDRs totaled $11.0 million as of December 31, 2020 and December 31, 2019. The following table sets forth information on the Company's TDRs by class of financing receivable occurring during the stated periods. TDRs may include multiple concessions, and the disclosure classifications in the table are based on the primary concession provided to the borrower.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
(dollars in thousands)
|
Number of Contracts
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|
Number of Contracts
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|
Number of Contracts
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
CONCESSION - Interest rate reduction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
1
|
|
$
|
143
|
|
|
$
|
143
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONCESSION - Extended maturity date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
|
—
|
|
—
|
|
|
—
|
|
|
7
|
|
341
|
|
|
341
|
|
|
—
|
|
—
|
|
|
—
|
|
Commercial and industrial
|
2
|
|
480
|
|
|
480
|
|
|
3
|
|
6,309
|
|
|
6,309
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Farmland
|
—
|
|
—
|
|
|
—
|
|
|
1
|
|
158
|
|
|
158
|
|
|
1
|
|
86
|
|
|
86
|
|
Multifamily
|
1
|
|
39
|
|
|
39
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
Commercial real estate-other
|
3
|
|
759
|
|
|
808
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
One- to four- family first liens
|
3
|
|
274
|
|
|
278
|
|
|
4
|
|
294
|
|
|
293
|
|
|
1
|
|
39
|
|
|
46
|
|
One- to four- family junior liens
|
—
|
|
—
|
|
|
—
|
|
|
6
|
|
168
|
|
|
168
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONCESSION - Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
|
4
|
|
848
|
|
|
858
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Farmland
|
3
|
|
504
|
|
|
514
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
Multifamily
|
1
|
|
706
|
|
|
706
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
Commercial real estate-other
|
1
|
|
667
|
|
|
667
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
One- to four- family first liens
|
3
|
|
317
|
|
|
317
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
22
|
|
$
|
4,737
|
|
|
$
|
4,810
|
|
|
21
|
|
$
|
7,270
|
|
|
$
|
7,269
|
|
|
2
|
|
$
|
125
|
|
|
$
|
132
|
|
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Loans by class of financing receivable modified as TDRs that redefaulted within 12 months subsequent to restructure during the stated periods were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
Number of Contracts
|
|
Recorded Investment
|
|
Number of Contracts
|
|
Recorded Investment
|
|
Number of Contracts
|
|
Recorded Investment
|
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONCESSION - Extended maturity date
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
|
—
|
|
$
|
—
|
|
|
6
|
|
$
|
315
|
|
|
—
|
|
$
|
—
|
|
Commercial and industrial
|
1
|
|
142
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Farmland
|
—
|
|
—
|
|
|
1
|
|
158
|
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate-other
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
1
|
|
46
|
|
One- to four- family first liens
|
2
|
|
203
|
|
|
3
|
|
239
|
|
|
—
|
|
—
|
|
One- to four- family junior liens
|
—
|
|
—
|
|
|
2
|
|
30
|
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONCESSION - Other
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
|
1
|
|
59
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Farmland
|
1
|
|
150
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family first liens
|
1
|
|
169
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
6
|
|
$
|
723
|
|
|
12
|
|
$
|
742
|
|
|
1
|
|
$
|
46
|
|
Modifications in response to COVID-19:
The Company began offering short-term loan modifications to assist borrowers during the COVID-19 pandemic. The CARES Act and the Consolidated Appropriates Act, 2021, along with a joint interagency statement issued by the federal banking agencies provide that short-term modifications made in response to COVID-19 do not need to be accounted for as a TDR. Accordingly, the Company does not account for such loan modifications as TDRs. The Company's loan modifications allow for the initial deferral of three months of principal and/or interest. The deferred interest is due and payable at the end of the deferral period and the deferred principal is due and payable on the maturity date. At December 31, 2020, we had granted short-term payment deferrals on $39.3 million of loans. The program is ongoing and additional loans continue to be granted deferrals.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pre-ASC 326 Adoption Impaired Loan Disclosures
The following table presents loans individually evaluated for impairment, excluding purchased credit impaired loans, by class of receivable, as of December 31, 2019, which was prior to the adoption of ASC 326:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2019
|
|
|
(in thousands)
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
|
|
|
|
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
|
$
|
2,383
|
|
|
$
|
2,913
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Commercial and industrial
|
7,391
|
|
|
10,875
|
|
|
—
|
|
|
|
|
|
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
Construction & development
|
1,181
|
|
|
1,218
|
|
|
—
|
|
|
|
|
|
|
|
Farmland
|
4,306
|
|
|
4,331
|
|
|
—
|
|
|
|
|
|
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Commercial real estate-other
|
5,709
|
|
|
5,854
|
|
|
—
|
|
|
|
|
|
|
|
Total commercial real estate
|
11,196
|
|
|
11,403
|
|
|
—
|
|
|
|
|
|
|
|
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family first liens
|
577
|
|
|
578
|
|
|
—
|
|
|
|
|
|
|
|
One- to four- family junior liens
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Total residential real estate
|
577
|
|
|
578
|
|
|
—
|
|
|
|
|
|
|
|
Consumer
|
21
|
|
|
21
|
|
|
—
|
|
|
|
|
|
|
|
Total
|
$
|
21,568
|
|
|
$
|
25,790
|
|
|
$
|
—
|
|
|
|
|
|
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
|
$
|
1,929
|
|
|
$
|
1,930
|
|
|
$
|
212
|
|
|
|
|
|
|
|
Commercial and industrial
|
4,851
|
|
|
5,417
|
|
|
2,198
|
|
|
|
|
|
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
Construction & development
|
135
|
|
|
135
|
|
|
135
|
|
|
|
|
|
|
|
Farmland
|
1,109
|
|
|
1,148
|
|
|
347
|
|
|
|
|
|
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Commercial real estate-other
|
3,642
|
|
|
4,229
|
|
|
698
|
|
|
|
|
|
|
|
Total commercial real estate
|
4,886
|
|
|
5,512
|
|
|
1,180
|
|
|
|
|
|
|
|
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family first liens
|
261
|
|
|
262
|
|
|
73
|
|
|
|
|
|
|
|
One- to four- family junior liens
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Total residential real estate
|
261
|
|
|
262
|
|
|
73
|
|
|
|
|
|
|
|
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Total
|
$
|
11,927
|
|
|
$
|
13,121
|
|
|
$
|
3,663
|
|
|
|
|
|
|
|
Total:
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
|
$
|
4,312
|
|
|
$
|
4,843
|
|
|
$
|
212
|
|
|
|
|
|
|
|
Commercial and industrial
|
12,242
|
|
|
16,292
|
|
|
2,198
|
|
|
|
|
|
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
Construction & development
|
1,316
|
|
|
1,353
|
|
|
135
|
|
|
|
|
|
|
|
Farmland
|
5,415
|
|
|
5,479
|
|
|
347
|
|
|
|
|
|
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Commercial real estate-other
|
9,351
|
|
|
10,083
|
|
|
698
|
|
|
|
|
|
|
|
Total commercial real estate
|
16,082
|
|
|
16,915
|
|
|
1,180
|
|
|
|
|
|
|
|
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family first liens
|
838
|
|
|
840
|
|
|
73
|
|
|
|
|
|
|
|
One- to four- family junior liens
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
Total residential real estate
|
838
|
|
|
840
|
|
|
73
|
|
|
|
|
|
|
|
Consumer
|
21
|
|
|
21
|
|
|
—
|
|
|
|
|
|
|
|
Total
|
$
|
33,495
|
|
|
$
|
38,911
|
|
|
$
|
3,663
|
|
|
|
|
|
|
|
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the average recorded investment and interest income recognized for loans individually evaluated for impairment, excluding purchased credit impaired loans, by class of receivable, during the stated periods, which were prior to the adoption of ASC 326:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
|
|
(in thousands)
|
Average Recorded Investment
|
|
Interest Income Recognized
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
|
|
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
|
$
|
2,388
|
|
|
$
|
43
|
|
|
$
|
1,608
|
|
|
$
|
53
|
|
|
|
|
|
Commercial and industrial
|
5,323
|
|
|
—
|
|
|
2,607
|
|
|
94
|
|
|
|
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
Construction & development
|
244
|
|
|
37
|
|
|
84
|
|
|
—
|
|
|
|
|
|
Farmland
|
2,243
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|
|
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Commercial real estate-other
|
2,161
|
|
|
224
|
|
|
1,328
|
|
|
41
|
|
|
|
|
|
Total commercial real estate
|
4,648
|
|
|
261
|
|
|
1,478
|
|
|
41
|
|
|
|
|
|
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family first liens
|
323
|
|
|
2
|
|
|
404
|
|
|
—
|
|
|
|
|
|
One- to four- family junior liens
|
—
|
|
|
—
|
|
|
287
|
|
|
—
|
|
|
|
|
|
Total residential real estate
|
323
|
|
|
2
|
|
|
691
|
|
|
—
|
|
|
|
|
|
Consumer
|
17
|
|
|
—
|
|
|
5
|
|
|
1
|
|
|
|
|
|
Total
|
$
|
12,699
|
|
|
$
|
306
|
|
|
$
|
6,389
|
|
|
$
|
189
|
|
|
|
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
|
$
|
1,500
|
|
|
$
|
34
|
|
|
$
|
1,876
|
|
|
$
|
56
|
|
|
|
|
|
Commercial and industrial
|
2,186
|
|
|
136
|
|
|
4,991
|
|
|
59
|
|
|
|
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
Construction & development
|
26
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Farmland
|
684
|
|
|
5
|
|
|
1,692
|
|
|
—
|
|
|
|
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Commercial real estate-other
|
1,558
|
|
|
100
|
|
|
2,146
|
|
|
190
|
|
|
|
|
|
Total commercial real estate
|
2,268
|
|
|
112
|
|
|
3,838
|
|
|
190
|
|
|
|
|
|
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family first liens
|
265
|
|
|
9
|
|
|
861
|
|
|
32
|
|
|
|
|
|
One- to four- family junior liens
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Total residential real estate
|
265
|
|
|
9
|
|
|
861
|
|
|
32
|
|
|
|
|
|
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Total
|
$
|
6,219
|
|
|
$
|
291
|
|
|
$
|
11,566
|
|
|
$
|
337
|
|
|
|
|
|
Total:
|
|
|
|
|
|
|
|
|
|
|
|
Agricultural
|
$
|
3,888
|
|
|
$
|
77
|
|
|
$
|
3,484
|
|
|
$
|
109
|
|
|
|
|
|
Commercial and industrial
|
7,509
|
|
|
136
|
|
|
7,598
|
|
|
153
|
|
|
|
|
|
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
Construction & development
|
270
|
|
|
44
|
|
|
84
|
|
|
—
|
|
|
|
|
|
Farmland
|
2,927
|
|
|
5
|
|
|
1,758
|
|
|
—
|
|
|
|
|
|
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Commercial real estate-other
|
3,719
|
|
|
324
|
|
|
3,474
|
|
|
231
|
|
|
|
|
|
Total commercial real estate
|
6,916
|
|
|
373
|
|
|
5,316
|
|
|
231
|
|
|
|
|
|
Residential real estate:
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family first liens
|
588
|
|
|
11
|
|
|
1,265
|
|
|
32
|
|
|
|
|
|
One- to four- family junior liens
|
—
|
|
|
—
|
|
|
287
|
|
|
—
|
|
|
|
|
|
Total residential real estate
|
588
|
|
|
11
|
|
|
1,552
|
|
|
32
|
|
|
|
|
|
Consumer
|
17
|
|
|
—
|
|
|
5
|
|
|
1
|
|
|
|
|
|
Total
|
$
|
18,918
|
|
|
$
|
597
|
|
|
$
|
17,955
|
|
|
$
|
526
|
|
|
|
|
|
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Purchased Credit Impaired Loans (Pre-ASC 326 Adoption)
The following table summarizes the outstanding balance and carrying amount of our PCI loans that were identified prior to the adoption of ASC 326:
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
(in thousands)
|
|
|
|
Agricultural
|
|
|
$
|
904
|
|
Commercial and industrial
|
|
|
147
|
|
Commercial real estate
|
|
|
17,803
|
|
Residential real estate
|
|
|
4,136
|
|
Consumer
|
|
|
57
|
|
Outstanding balance
|
|
|
23,047
|
|
Carrying amount
|
|
|
22,551
|
|
Allowance for loan losses
|
|
|
1,250
|
|
Carrying amount, net of allowance for loan losses
|
|
|
$
|
21,301
|
|
Note 5.Derivatives, Hedging Activities and Balance Sheet Offsetting
The following table presents the total notional amounts and gross fair values of the Company’s derivatives as of the dates indicated. The derivative asset and liability balances are presented on a gross basis, prior to the application of master netting agreements, as included in other assets and other liabilities, respectively, on the consolidated balance sheets.
The fair values of the Company’s derivative instrument assets and liabilities are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
As of December 31, 2019
|
|
|
|
|
Fair Value
|
|
|
|
Fair Value
|
(in thousands)
|
|
Notional
Amount
|
|
Derivative
Assets
|
|
Derivative
Liabilities
|
|
Notional
Amount
|
|
Derivative
Assets
|
|
Derivative
Liabilities
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
|
$
|
25,559
|
|
|
$
|
34
|
|
|
$
|
2,452
|
|
|
$
|
16,734
|
|
|
$
|
—
|
|
|
$
|
1,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
25,559
|
|
|
$
|
34
|
|
|
$
|
2,452
|
|
|
$
|
16,734
|
|
|
$
|
—
|
|
|
$
|
1,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
|
$
|
347,380
|
|
|
$
|
10,758
|
|
|
$
|
10,807
|
|
|
$
|
113,632
|
|
|
$
|
1,824
|
|
|
$
|
1,999
|
|
RPAs - protection sold
|
|
4,471
|
|
|
4
|
|
|
—
|
|
|
4,702
|
|
|
24
|
|
|
—
|
|
RPAs - protection purchased
|
|
9,825
|
|
|
—
|
|
|
8
|
|
|
10,009
|
|
|
—
|
|
|
130
|
|
Total
|
|
$
|
361,676
|
|
|
$
|
10,762
|
|
|
$
|
10,815
|
|
|
$
|
128,343
|
|
|
$
|
1,848
|
|
|
$
|
2,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives Designated as Hedging Instruments
The Company uses derivative instruments to hedge its exposure to economic risks, including interest rate, liquidity, and credit risk. Certain hedging relationships are formally designated and qualify for hedge accounting under GAAP as fair value or cash flow hedges.
Fair Value Hedges - Derivatives are designated as fair value hedges to limit the Company's exposure to changes in the fair value of assets or liabilities due to movements in interest rates. The Company entered into pay-fixed receive-floating interest rate swaps to manage its exposure to changes in fair value in certain fixed-rate assets. The gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cash Flow Hedges - Derivatives are designated as cash flow hedges in order to minimize the variability in cash flows of earning assets or forecasted transactions caused by movement in interest rates. In February 2020, the Company entered into a pay-fixed receive-variable interest rate swap with a notional amount of $30.0 million to hedge against adverse fluctuations in interest rates by reducing exposure to variability in cash flows relating to interest payments on the Company's variable rate debt. The interest rate swap was designated as a cash flow hedge. The gain or loss on the derivative was recorded in accumulated other comprehensive income and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. The Company terminated its cash flow hedge in the fourth quarter of 2020.
The table below presents the effect of cash flow hedge accounting on AOCI for the years ended December 31, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain (Loss) Recognized in AOCI on Derivative
|
|
Location of Gain (Loss) Reclassified from AOCI into Income
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
(in thousands)
|
2020
|
|
2019
|
|
|
|
2020
|
|
2019
|
Interest rate swaps
|
$
|
(1,002)
|
|
|
$
|
—
|
|
|
Interest Expense and Other Noninterest Expense
|
|
$
|
(1,002)
|
|
|
$
|
—
|
|
The table below presents the effect of the Company’s derivative financial instruments designated as hedging instruments on the consolidated statements of income for the years ended December 31, 2020, 2019, and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location and Amount of Gain or Loss Recognized in Income on Fair Value and Cash Flow Hedging Relationships
|
|
For the Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
(in thousands)
|
Interest Income
|
|
Other Income
|
|
Interest Income
|
|
Other Income
|
|
Interest Income
|
|
Other Income
|
Total amounts of income and expense line items presented in the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded
|
$
|
(335)
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(2)
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The effects of fair value and cash flow hedging:
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss) on fair value hedging relationships in subtopic 815-20:
|
|
|
|
|
|
|
|
|
|
|
|
Interest contracts:
|
|
|
|
|
|
|
|
|
|
|
|
Hedged items
|
1,308
|
|
|
—
|
|
|
891
|
|
|
—
|
|
|
221
|
|
|
—
|
|
Derivative designated as hedging instruments
|
(1,339)
|
|
|
—
|
|
|
(890)
|
|
|
—
|
|
|
(223)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income statement effect of cash flow hedging relationships in subtopic 815-20:
|
|
|
|
|
|
|
|
|
|
|
|
Interest contracts:
|
|
|
|
|
|
|
|
|
|
|
|
Amount reclassified from AOCI into income
|
(226)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amount of loss reclassified from AOCI into income upon de-designation of cash flow hedge
|
—
|
|
|
(776)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
As of December 31, 2020, the following amounts were recorded on the balance sheet related to cumulative basis adjustment for fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line Item in the Balance
Sheet in Which the
Hedged Item is Included
|
|
Carrying Amount of the
Hedged Assets
|
|
Cumulative Amount of Fair Value
Hedging Adjustment Included in the Carrying Amount of the Hedged Asset
|
(in thousands)
|
|
|
|
|
Loans
|
|
$
|
27,991
|
|
|
$
|
2,418
|
|
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivatives Not Designated as Hedging Instruments
Interest Rate Swaps -The Company has also entered into interest rate swap contracts. The derivative contracts related to transactions in which the Company enters into an interest rate swap with a customer, while simultaneously entering into an offsetting interest rate swap with an institutional counterparty.
Credit Risk Participation Agreements -The Company enters into RPAs to manage the credit exposure on interest rate contracts associated with a syndicated loan. The Company may enter into protection purchased RPAs with institutional counterparties to decrease or increase its exposure to a borrower. Under the RPA, the Company will receive or make payment if a borrower defaults on the related interest rate contract. The Company manages its credit risk on RPAs by monitoring the creditworthiness of the borrowers and institutional counterparties, which is based on the normal credit review process. The notional amount of the RPAs reflects the Company’s pro-rata share of the derivative instrument.
The following table presents the net gains (losses) recognized on the consolidated statements of income related to the derivatives not designated as hedging instruments for the years ended December 31, 2020, 2019, and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location in the Consolidated Statements of Income
|
|
For the Years Ended December 31,
|
(in thousands)
|
|
2020
|
|
2019
|
|
2018
|
Interest rate swaps
|
Other income
|
|
$
|
126
|
|
|
$
|
(138)
|
|
|
$
|
(38)
|
|
RPAs
|
Other income
|
|
102
|
|
|
(117)
|
|
|
115
|
|
Total
|
|
|
$
|
228
|
|
|
$
|
(255)
|
|
|
$
|
77
|
|
Offsetting of Derivatives
The Company has entered into agreements with certain counterparty financial institutions, which include master netting agreements. However, the Company has elected to account for all derivatives with counterparty institutions on a gross basis. The Company manages the risk of default by its borrower counterparties through its normal loan underwriting and credit monitoring policies and procedures.
The table below presents gross derivatives and the respective collateral received or pledged in the form of other financial instruments as of December 31, 2020 and December 31, 2019, which are generally marketable securities and/or cash. The collateral amounts in the table below are limited to the outstanding balances of the related asset or liability (after netting is applied); thus instances of over-collateralization are not shown. Further, the net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Balance Sheet
|
|
|
(in thousands)
|
Gross Amounts of Recognized Assets (Liabilities)
|
|
Gross Amounts Offset in the Balance Sheet
|
|
Net Amounts of Assets (Liabilities) presented in the Balance Sheet
|
|
Financial Instruments
|
|
Cash Collateral Received (Paid)
|
|
Net Assets (Liabilities)
|
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives
|
$
|
10,796
|
|
|
$
|
—
|
|
|
$
|
10,796
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,796
|
|
Liability Derivatives
|
(13,267)
|
|
|
—
|
|
|
(13,267)
|
|
|
|
|
(13,267)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives
|
$
|
1,848
|
|
|
$
|
—
|
|
|
$
|
1,848
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,848
|
|
Liability Derivatives
|
(3,242)
|
|
|
—
|
|
|
(3,242)
|
|
|
—
|
|
|
(3,242)
|
|
|
—
|
|
Credit-risk-related Contingent Features
The Company has an unsecured federal funds line with its institutional derivative counterparty. The Company has an agreement with its institutional derivative counterparty that contains a provision under which if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has an agreement with its derivative counterparty that contains a provision under which the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2020, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $13.4 million. As of December 31, 2020, the Company has minimum collateral posting thresholds with certain of its derivative counterparties, and has posted $13.3 million of collateral related to these agreements. If the Company had breached any of these provisions at December 31, 2020, it could have been required to settle its obligations under the agreements at their termination value of $13.4 million.
Note 6.Premises and Equipment
Premises and equipment as of December 31, 2020 and 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
(in thousands)
|
2020
|
|
2019
|
Land
|
$
|
14,144
|
|
|
$
|
14,530
|
|
Buildings and leasehold improvements
|
88,783
|
|
|
89,605
|
|
Furniture and equipment
|
21,969
|
|
|
20,769
|
|
Construction in process
|
82
|
|
|
359
|
|
Premises and equipment
|
124,978
|
|
|
125,263
|
|
Accumulated depreciation and amortization
|
38,577
|
|
|
34,540
|
|
Premises and equipment, net
|
$
|
86,401
|
|
|
$
|
90,723
|
|
Premises and equipment depreciation and amortization expense for the years ended December 31, 2020, 2019 and 2018 was $5.1 million, $4.8 million and $4.2 million, respectively.
Note 7.Goodwill and Intangible Assets
The following table presents the changes in the carrying amount of goodwill for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
(in thousands)
|
2020
|
|
2019
|
Goodwill, beginning of period
|
$
|
91,918
|
|
|
$
|
64,654
|
|
Goodwill from acquisition of ATBancorp
|
—
|
|
|
27,264
|
|
Fair value adjustment(1)
|
2,059
|
|
|
—
|
|
Goodwill impairment(2)
|
(31,500)
|
|
|
—
|
|
Total goodwill, end of period
|
$
|
62,477
|
|
|
$
|
91,918
|
|
|
|
|
|
(1) Goodwill adjustments consisted of the ATBancorp acquisition purchase accounting adjustments, which were finalized in the first quarter of 2020.
|
|
The following table presents the gross carrying amount, accumulated amortization, and net carrying amount of other intangible assets at the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020
|
|
As of December 31, 2019
|
(in thousands)
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
Core deposit intangible
|
$
|
41,745
|
|
|
$
|
(26,440)
|
|
|
$
|
15,305
|
|
|
$
|
41,745
|
|
|
$
|
(21,032)
|
|
|
$
|
20,713
|
|
Customer relationship intangible
|
5,265
|
|
|
(2,630)
|
|
|
2,635
|
|
|
5,265
|
|
|
(1,195)
|
|
|
4,070
|
|
Other
|
2,700
|
|
|
(2,438)
|
|
|
262
|
|
|
2,700
|
|
|
(2,305)
|
|
|
395
|
|
|
$
|
49,710
|
|
|
$
|
(31,508)
|
|
|
$
|
18,202
|
|
|
$
|
49,710
|
|
|
$
|
(24,532)
|
|
|
$
|
25,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indefinite-lived trade name intangible
|
$
|
7,040
|
|
|
|
|
|
|
$
|
7,040
|
|
|
|
|
|
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table provides the estimated future amortization expense of intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
Core Deposit Intangible
|
|
Customer Relationship Intangible
|
|
Other
|
|
Total
|
Year ending December 31,
|
|
|
|
|
|
|
|
2021
|
$
|
4,190
|
|
|
$
|
1,062
|
|
|
$
|
106
|
|
|
$
|
5,358
|
|
2022
|
3,487
|
|
|
797
|
|
|
79
|
|
|
4,363
|
|
2023
|
2,833
|
|
|
518
|
|
|
51
|
|
|
3,402
|
|
2024
|
2,180
|
|
|
239
|
|
|
24
|
|
|
2,443
|
|
2025
|
1,526
|
|
|
19
|
|
|
2
|
|
|
1,547
|
|
Thereafter
|
1,089
|
|
|
—
|
|
|
—
|
|
|
1,089
|
|
Total
|
$
|
15,305
|
|
|
$
|
2,635
|
|
|
$
|
262
|
|
|
$
|
18,202
|
|
Note 8.Other Assets
The components of the Company’s other assets as of December 31, 2020 and December 31, 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
(in thousands)
|
2020
|
|
2019
|
|
|
|
|
Bank-owned life insurance
|
83,483
|
|
|
81,625
|
|
Interest receivable
|
21,706
|
|
|
18,525
|
|
FHLB stock
|
13,784
|
|
|
15,381
|
|
Mortgage servicing rights
|
5,137
|
|
|
7,026
|
|
Operating leases right-of-use asset
|
3,613
|
|
|
4,499
|
|
Federal & state taxes, current
|
—
|
|
|
2,318
|
|
Federal & state taxes, deferred
|
3,845
|
|
|
3,530
|
|
Derivative assets
|
10,796
|
|
|
1,848
|
|
Other receivables/assets
|
11,129
|
|
|
13,208
|
|
|
$
|
153,493
|
|
|
$
|
147,960
|
|
Note 9.Loans Serviced for Others
Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of mortgage and other loans serviced for others were $1.1 billion at December 31, 2020 and December 31, 2019. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors and collection and foreclosure processing. Loan servicing income is recorded on the accrual basis and includes servicing fees from investors and certain charges collected from borrowers, such as late payment fees, and is net of fair value adjustments to capitalized mortgage servicing rights.
Note 10. Deposits
The composition of the Company’s deposits as of December 31, 2020 and December 31, 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
(in thousands)
|
|
2020
|
|
2019
|
Noninterest-bearing deposits
|
|
$
|
910,655
|
|
|
$
|
662,209
|
|
Interest checking deposits
|
|
1,351,641
|
|
|
962,830
|
|
Money market deposits
|
|
918,654
|
|
|
763,028
|
|
Savings deposits
|
|
529,751
|
|
|
387,142
|
|
Time deposits under $250,000
|
|
581,471
|
|
|
682,232
|
|
Time deposits of $250,000 or more
|
|
254,877
|
|
|
271,214
|
|
Total deposits
|
|
$
|
4,547,049
|
|
|
$
|
3,728,655
|
|
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2020, the scheduled maturities of certificates of deposits were as follows:
|
|
|
|
|
|
(in thousands)
|
|
2021
|
$
|
651,374
|
|
2022
|
113,469
|
|
2023
|
47,142
|
|
2024
|
13,183
|
|
2025
|
10,109
|
|
Thereafter
|
1,071
|
|
Total
|
$
|
836,348
|
|
The Company had $7.8 million and $6.6 million in brokered time deposits through the CDARS program as of December 31, 2020 and December 31, 2019, respectively. Included in interest-bearing checking and money market deposits at December 31, 2020 and December 31, 2019 were $14.8 million and $10.1 million, respectively, of brokered deposits in the Insured Cash Sweep (ICS) program. The CDARS and ICS programs coordinate, on a reciprocal basis, a network of banks to spread deposits exceeding the FDIC insurance coverage limits out to numerous institutions in order to provide insurance coverage for all participating deposits.
As of December 31, 2020 and December 31, 2019, the Company had public entity deposits that were collateralized by investment securities of $156.7 million and $96.6 million, respectively.
Note 11. Short-Term Borrowings
The following table summarizes our short-term borrowings as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
(dollars in thousands)
|
|
Weighted Average Rate
|
|
Balance
|
|
Weighted Average Rate
|
|
Balance
|
Securities sold under agreements to repurchase
|
|
0.28
|
%
|
|
$
|
174,289
|
|
|
1.06
|
%
|
|
$
|
117,249
|
|
Federal Home Loan Bank advances
|
|
0.29
|
|
|
56,500
|
|
|
1.73
|
|
|
22,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
0.28
|
%
|
|
$
|
230,789
|
|
|
1.17
|
%
|
|
$
|
139,349
|
|
Securities Sold Under an Agreement to Repurchase: Securities sold under agreements to repurchase are agreements in which the Company acquires funds by selling assets to another party under a simultaneous agreement to repurchase the same assets at a specified price and date. The Company enters into repurchase agreements and also offers a demand deposit account product to customers that sweeps their balances in excess of an agreed upon target amount into overnight repurchase agreements. All securities sold under agreements to repurchase are recorded on the face of the balance sheet.
Federal Home Loan Bank Advances: The Bank has a secured line of credit with the FHLBDM. Advances from the FHLBDM are collateralized primarily by one- to four-family residential, commercial and agricultural real estate first mortgages equal to various percentages of the total outstanding notes. See Note 4. Loans Receivable and the Allowance for Credit Losses of the notes to the consolidated financial statements.
Unsecured Line of Credit: The Bank has unsecured federal funds lines totaling $145.0 million from multiple correspondent banking relationships. There were no borrowings from such lines at December 31, 2020 and December 31, 2019.
Other: At December 31, 2020 and December 31, 2019, the Company had no Federal Reserve Discount Window borrowings, while the financing capacity at December 31, 2020 and December 31, 2019 was $67.7 million, and $12.7 million, respectively. As of December 31, 2020 and December 31, 2019, the Bank had municipal securities with a market value of $72.0 million and $13.0 million, respectively, pledged to the Federal Reserve Bank of Chicago to secure potential borrowings.
On April 30, 2015, the Company entered into a credit agreement with a correspondent bank under which the Company could borrow up to $5.0 million from an unsecured revolving credit facility. Interest was payable at a rate of one-month LIBOR plus 2.00%. The credit agreement was amended on April 29, 2019 such that, commencing April 30, 2019, the revolving commitment amount was increased to $10.0 million with interest payable at a rate of one-month LIBOR plus 1.75%. This credit agreement was amended again on April 24, 2020 to extend the maturity date to November 30, 2020. On December 11, 2020, an additional
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
amendment to the credit agreement occurred that increased the revolving commitment to $25.0 million. Fees are paid on the average daily unused revolving commitment in the amount of 0.25% per annum during the period from and after April 30, 2015 to and including December 10, 2020, and 0.30% per annum thereafter through maturity on September 30, 2021. The Company had no balance outstanding under this revolving credit facility as of both December 31, 2020 and December 31, 2019.
Note 12. Long-Term Debt
Junior Subordinated Notes Issued to Capital Trusts
The table below summarizes the terms of each issuance of junior subordinated notes outstanding as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
Face Value
|
|
Book Value
|
|
Interest Rate
|
|
Interest Rate
|
|
Maturity Date
|
|
Callable Date
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
ATBancorp Statutory Trust I
|
|
$
|
7,732
|
|
|
$
|
6,850
|
|
|
Three-month LIBOR + 1.68%
|
|
1.90
|
%
|
|
06/15/2036
|
|
06/15/2011
|
ATBancorp Statutory Trust II
|
|
12,372
|
|
|
10,850
|
|
|
Three-month LIBOR + 1.65%
|
|
1.87
|
%
|
|
09/15/2037
|
|
06/15/2012
|
Barron Investment Capital Trust I
|
|
2,062
|
|
|
1,767
|
|
|
Three-month LIBOR + 2.15%
|
|
2.39
|
%
|
|
09/23/2036
|
|
09/23/2011
|
Central Bancshares Capital Trust II
|
|
7,217
|
|
|
6,832
|
|
|
Three-month LIBOR + 3.50%
|
|
3.72
|
%
|
|
03/15/2038
|
|
03/15/2013
|
MidWestOne Statutory Trust II
|
|
15,464
|
|
|
15,464
|
|
|
Three-month LIBOR + 1.59%
|
|
1.81
|
%
|
|
12/15/2037
|
|
12/15/2012
|
Total
|
|
$
|
44,847
|
|
|
$
|
41,763
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
ATBancorp Statutory Trust I
|
|
$
|
7,732
|
|
|
$
|
6,814
|
|
|
Three-month LIBOR + 1.68%
|
|
3.57
|
%
|
|
06/15/2036
|
|
06/15/2011
|
ATBancorp Statutory Trust II
|
|
12,372
|
|
|
10,794
|
|
|
Three-month LIBOR + 1.65%
|
|
3.54
|
%
|
|
09/15/2037
|
|
06/15/2012
|
Barron Investment Capital Trust I
|
|
2,062
|
|
|
1,732
|
|
|
Three-month LIBOR + 2.15%
|
|
4.08
|
%
|
|
09/23/2036
|
|
09/23/2011
|
Central Bancshares Capital Trust II
|
|
7,217
|
|
|
6,783
|
|
|
Three-month LIBOR + 3.50%
|
|
5.39
|
%
|
|
03/15/2038
|
|
03/15/2013
|
MidWestOne Statutory Trust II
|
|
15,464
|
|
|
15,464
|
|
|
Three-month LIBOR + 1.59%
|
|
3.48
|
%
|
|
12/15/2037
|
|
12/15/2012
|
Total
|
|
$
|
44,847
|
|
|
$
|
41,587
|
|
|
|
|
|
|
|
|
|
The trust preferred securities are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated notes at the stated maturity date or upon redemption of the junior subordinated notes. Each trust’s ability to pay amounts due on the trust preferred securities is solely dependent upon the Company making payment on the related junior subordinated notes. The Company’s obligation under the junior subordinated notes and other relevant trust agreements, in aggregate, constitutes a full and unconditional guarantee by the Company of each trust’s obligations under the trust preferred securities issued by each trust. The Company has the right to defer payment of interest on the junior subordinated notes and, therefore, distributions on the trust preferred securities, for up to five years, but not beyond the stated maturity date in the table above. During any such deferral period the Company may not pay cash dividends on its stock and generally may not repurchase its stock.
Subordinated Debentures
On May 1, 2019, with the acquisition of ATBancorp, the Company assumed $10.9 million of subordinated debentures (the “ATB Debentures”). The ATB Debentures have a stated maturity of May 31, 2023, and bear interest at a fixed annual rate of 6.50%, with interest payable semi-annually on March 15th and September 15th. The Company has the option to redeem the debentures, in whole or part, at any time on or after May 31, 2021. On July 28, 2020, the Company completed the private placement offering of $65.0 million of its subordinated notes, of which $63.75 million have been exchanged for subordinated notes registered under the Securities Act of 1933. The 5.75% fixed-to-floating rate subordinated notes are due July 30, 2030.
The ATB Debentures and subordinated notes constitute Tier 2 capital under the rules and regulations of the Federal Reserve applicable to the capital status of the subordinated debt of bank holding companies. The ATB Debentures and subordinated notes are phased out of Tier 2 treatment by 20% of the amount of the debentures or subordinated notes in each of the five years beginning on the fifth anniversary preceding the maturity date of each debenture. At December 31, 2020, we were permitted to treat 40% of the ATB debentures as Tier 2 capital.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Long-Term Debt
Long-term borrowings were as follows as of December 31, 2020 and December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
(in thousands)
|
|
Weighted Average Rate
|
|
Balance
|
|
Weighted Average Rate
|
|
Balance
|
Finance lease payable
|
|
8.89
|
%
|
|
$
|
1,096
|
|
|
8.89
|
%
|
|
$
|
1,224
|
|
FHLB borrowings
|
|
1.92
|
|
|
91,198
|
|
|
2.25
|
|
|
145,700
|
|
Notes payable to unaffiliated bank
|
|
—
|
|
|
—
|
|
|
3.44
|
|
|
32,250
|
|
Total
|
|
2.00
|
%
|
|
$
|
92,294
|
|
|
2.51
|
%
|
|
$
|
179,174
|
|
The Company utilizes FHLB borrowings as a funding source to supplement customer deposits and to assist in managing interest rate risk. As a member of the FHLBDM, the Bank may borrow funds from the FHLB in amounts up to 45% of the Bank’s total assets, provided the Bank is able to pledge an adequate amount of qualified assets to secure the borrowings. Advances from the FHLB are collateralized primarily by one- to four-family residential, commercial and agricultural real estate first mortgages equal to various percentages of the total outstanding notes. See Note 4. Loans Receivable and the Allowance for Credit Losses of the notes to the consolidated financial statements. At December 31, 2020, FHLB long-term borrowings included advances from the FHLBC, which were collateralized by investment securities. See Note 3. Debt Securities of the notes to the consolidated financial statements.
As of December 31, 2020, FHLB borrowings were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Weighted Average Rate
|
|
Amount
|
Due in 2021
|
|
0.98
|
%
|
|
$
|
43,000
|
|
Due in 2022
|
|
2.68
|
%
|
|
31,000
|
|
Due in 2023
|
|
2.79
|
%
|
|
11,000
|
|
Due in 2024
|
|
3.15
|
%
|
|
6,000
|
|
Due in 2025
|
|
—
|
%
|
|
—
|
|
Thereafter
|
|
—
|
%
|
|
—
|
|
Total
|
|
|
|
91,000
|
|
Valuation adjustment from acquisition accounting
|
|
|
|
198
|
|
Total
|
|
|
|
$
|
91,198
|
|
On April 30, 2015, the Company entered into a $35.0 million unsecured note payable with a correspondent bank with a maturity date of June 30, 2020. The Company drew $25.0 million on the note prior to June 30, 2015, at which time the ability to obtain additional advances ceased. The note was paid-off on June 30, 2020.
On April 30, 2019, the Company entered into a $35.0 million unsecured note payable with a correspondent bank with a maturity date of April 30, 2024. Quarterly principal and interest payments began June 30, 2019. The note was paid-off on November 3, 2020.
Note 13. Income Taxes
Income taxes for the years ended December 31, 2020, 2019 and 2018 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
Current:
|
|
|
|
|
|
Federal tax expense
|
$
|
7,376
|
|
|
$
|
1,217
|
|
|
$
|
5,293
|
|
State tax expense
|
4,548
|
|
|
2,353
|
|
|
3,004
|
|
Deferred:
|
|
|
|
|
|
Deferred income tax expense
|
(5,225)
|
|
|
3,003
|
|
|
(680)
|
|
Total income tax provision
|
$
|
6,699
|
|
|
$
|
6,573
|
|
|
$
|
7,617
|
|
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income tax expense (benefit) based on statutory rate for the year ended December 31, 2020, 2019 and 2018 varied from the amount computed by applying the maximum effective federal income tax rate of 21%, to the income before income taxes, because of the following items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
(dollars in thousands)
|
Amount
|
|
% of Pretax Income
|
|
Amount
|
|
% of Pretax Income
|
|
Amount
|
|
% of Pretax Income
|
Income tax based on statutory rate
|
$
|
2,798
|
|
|
21.0
|
%
|
|
$
|
10,543
|
|
|
21.0
|
%
|
|
$
|
7,973
|
|
|
21.0
|
%
|
Tax-exempt interest
|
(3,053)
|
|
|
(22.9)
|
|
|
(2,392)
|
|
|
(4.8)
|
|
|
(1,876)
|
|
|
(4.9)
|
|
Bank-owned life insurance
|
(467)
|
|
|
(3.5)
|
|
|
(394)
|
|
|
(0.8)
|
|
|
(337)
|
|
|
(0.9)
|
|
State income taxes, net of federal income tax benefit
|
2,355
|
|
|
17.6
|
|
|
2,688
|
|
|
5.3
|
|
|
2,040
|
|
|
5.4
|
|
Goodwill impairment
|
6,615
|
|
|
49.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Non-deductible acquisition expenses
|
—
|
|
|
—
|
|
|
177
|
|
|
0.4
|
|
|
122
|
|
|
0.3
|
|
General business credits
|
(1,751)
|
|
|
(13.1)
|
|
|
(4,090)
|
|
|
(8.1)
|
|
|
(343)
|
|
|
(0.9)
|
|
Other
|
202
|
|
|
1.5
|
|
|
41
|
|
|
0.1
|
|
|
38
|
|
|
0.1
|
|
Total income tax expense
|
$
|
6,699
|
|
|
50.2
|
%
|
|
$
|
6,573
|
|
|
13.1
|
%
|
|
$
|
7,617
|
|
|
20.1
|
%
|
Net deferred tax assets as of December 31, 2020 and December 31, 2019 consisted of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(in thousands)
|
2020
|
|
2019
|
Deferred income tax assets:
|
|
|
|
Allowance for credit losses
|
$
|
15,529
|
|
|
$
|
7,577
|
|
Deferred compensation
|
3,698
|
|
|
4,100
|
|
Net operating losses (state net operating loss carryforwards)
|
5,134
|
|
|
4,477
|
|
|
|
|
|
Accrued compensation
|
983
|
|
|
1,496
|
|
ROU liabilities
|
1,194
|
|
|
1,388
|
|
Tax credit carryforward
|
—
|
|
|
611
|
|
Other
|
2,656
|
|
|
1,541
|
|
Gross deferred tax assets
|
29,194
|
|
|
21,190
|
|
|
|
|
|
Deferred income tax liabilities:
|
|
|
|
Premises and equipment depreciation and amortization
|
4,573
|
|
|
4,759
|
|
Purchase accounting adjustments
|
3,613
|
|
|
3,171
|
|
Mortgage servicing rights
|
1,339
|
|
|
1,831
|
|
Unrealized gains on investment securities
|
8,685
|
|
|
1,544
|
|
ROU assets
|
1,144
|
|
|
1,388
|
|
Other
|
862
|
|
|
490
|
|
Gross deferred tax liabilities
|
20,216
|
|
|
13,183
|
|
Net deferred income tax asset
|
8,978
|
|
|
8,007
|
|
Valuation allowance
|
5,134
|
|
|
4,477
|
|
Net deferred tax asset
|
$
|
3,844
|
|
|
$
|
3,530
|
|
The Company has recorded a deferred tax asset for the future tax benefits of Iowa net operating loss carryforwards. The Iowa net operating loss carryforwards amounting to approximately $58.9 million will expire in various amounts from 2021 to 2041. As of December 31, 2020 and 2019, the Company believed it was more likely than not that all temporary differences associated with the Iowa corporate tax return would not be fully realized. Accordingly, the Company has recorded a valuation allowance to reduce the net operating loss carryforward. A valuation allowance related to the remaining deferred tax assets has not been provided because management believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets.
The Company had no material unrecognized tax benefits as of December 31, 2020 and December 31, 2019.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 14. Employee Benefit Plans
The Company has a salary reduction profit-sharing 401(k) plan covering all employees fulfilling minimum age and service requirements. Employee contributions to the plan are optional. Employer contributions are discretionary and may be made to the plan in an amount equal to a percentage of each participating employee’s salary. The Company matches 100% of the first 3% of employee contributions, and 50% of the next 2% of employee contributions, up to a maximum amount of 4% of an employee’s compensation. Company matching contributions for the years ended December 31, 2020, 2019 and 2018 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
Company contributions
|
$
|
1,855
|
|
|
$
|
1,617
|
|
|
$
|
1,361
|
|
The Company has an employee stock ownership plan (“ESOP”) covering all employees fulfilling minimum age and service requirements. Employer contributions are discretionary and may be made to the plan in an amount equal to a percentage of each participating employee’s salary. The ESOP contribution expense for the years ended December 31, 2020, 2019 and 2018 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
Company contributions
|
$
|
1,217
|
|
|
$
|
1,514
|
|
|
$
|
690
|
|
The Company provides Health Savings Account contributions to its employees enrolled in high deductible plans. Company contributions for the years ended December 31, 2020, 2019 and 2018 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
Company contributions
|
$
|
325
|
|
|
$
|
315
|
|
|
$
|
215
|
|
The Company has several nonqualified plans for which liabilities are recorded on its books under a broad label of deferred compensation liabilities. These plans include supplemental executive retirement plans, salary continuation plans, deferred compensation plans, and an insurance plan that provides one times final salary as a post-retirement death benefit. These plans are outlined in the paragraphs and tables that follow.
The Company has entered into nonqualified supplemental executive retirement plans (SERPs) with certain executive officers. The SERPs allow certain executives to accumulate retirement benefits beyond those provided by the qualified plans. Changes in the liability related to the SERPs, included in other liabilities, were as follows for the years ended December 31, 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
Balance, beginning
|
$
|
1,632
|
|
|
$
|
1,867
|
|
|
$
|
2,061
|
|
Company contributions and interest
|
104
|
|
|
117
|
|
|
156
|
|
Cash payments made
|
(341)
|
|
|
(352)
|
|
|
(350)
|
|
Balance, ending
|
$
|
1,395
|
|
|
$
|
1,632
|
|
|
$
|
1,867
|
|
The Company has salary continuation plans for several officers and directors. These plans provide payments of various amounts upon retirement or death. There are no employee compensation deferrals to these plans. The Company accrues the expense for these benefits by charges to operating expense during the period the respective officer or director attains full eligibility. Changes in the salary continuation agreements, included in other liabilities, were as follows for the years ended December 31, 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
Balance, beginning
|
$
|
5,452
|
|
|
$
|
1,104
|
|
|
$
|
1,251
|
|
Plans acquired in ATBancorp merger
|
—
|
|
|
11,058
|
|
|
—
|
|
Company paid interest
|
246
|
|
|
145
|
|
|
75
|
|
Cash payments made
|
(927)
|
|
|
(6,855)
|
|
|
(222)
|
|
Balance, ending
|
$
|
4,771
|
|
|
$
|
5,452
|
|
|
$
|
1,104
|
|
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company has entered into deferred compensation agreements with certain executive officers. Under the provisions of the agreements, the officers may defer compensation. Interest on the deferred amounts is earned at The Wall Street Journal’s prime rate plus one percent. The Company also maintains deferred compensation agreements with certain other officers and directors, under which deferrals are no longer permitted, and the interest rate is fixed at 4%. In 2019 the Company also acquired deferred compensations plans as a result of the merger with ATBancorp. Under the provisions of the agreements, interest on the deferred amounts is earned at an annual interest rate equal to either the Bank’s return on equity or the Company’s return on equity and deferrals are no longer permitted. Upon retirement, the officers and directors will generally receive the deferral balance in equal monthly installments over periods no longer that 180 months.
Changes in the deferred compensation agreements, included in other liabilities, were as follows for the years ended December 31, 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
Balance, beginning
|
$
|
7,021
|
|
|
$
|
855
|
|
|
$
|
715
|
|
Plans acquired in ATBancorp merger
|
—
|
|
|
5,958
|
|
|
—
|
|
Employee deferrals
|
200
|
|
|
157
|
|
|
179
|
|
Company paid interest
|
560
|
|
|
395
|
|
|
35
|
|
Cash payments made
|
(1,622)
|
|
|
(344)
|
|
|
(74)
|
|
Balance, ending
|
$
|
6,159
|
|
|
$
|
7,021
|
|
|
$
|
855
|
|
The Company has an insurance benefit plan for several officers for which it is required under accounting standards to maintain an accrued liability balance for the commitment to provide an insurance benefit of one times last annual salary after retirement. Changes in the accrued balance, included in other liabilities, were as follows for the years ended December 31, 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
Balance, beginning
|
$
|
1,670
|
|
|
$
|
1,442
|
|
|
$
|
1,172
|
|
Company deferral expense
|
235
|
|
|
228
|
|
|
270
|
|
Balance, ending
|
$
|
1,905
|
|
|
$
|
1,670
|
|
|
$
|
1,442
|
|
To provide the retirement benefits for the aforementioned various deferred compensation plans, the Company carries life insurance policies which had cash values totaling $79.0 million, $74.9 million and $55.1 million at December 31, 2020, 2019 and 2018, respectively.
Note 15. Stock Compensation Plans
On April 20, 2017, the Company’s shareholders approved the MidWestOne Financial Group, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan is the successor to the 2008 Equity Incentive Plan, which expired on November 20, 2017. Under the terms of the 2017 Plan, the Company may grant a total of 500,000 total shares of the Company’s common stock as stock options, stock appreciation rights or stock awards (including restricted stock and restricted stock units) and may also grant cash incentive awards to eligible individuals. As of December 31, 2020, 328,825 shares of the Company’s common stock remained available for future awards under the 2017 Plan.
During 2020, the Company recognized $1.4 million of stock based compensation expense related to restricted stock unit grants. In comparison, during 2019 and 2018, the Company recognized $1.2 million and $1.0 million, respectively, related to restricted stock unit grants.
Incentive Stock Options:
The Company is required to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as compensation expense in the Company’s consolidated statements of operations over the requisite service periods using a straight-line method. The Company assumes no projected forfeitures on its stock-based compensation, since actual historical forfeiture rates on its stock-based incentive awards have been negligible.
Historically stock options were granted with a maximum term of ten years, an exercise price equal to the fair market value of a share of stock on the date of grant and vesting at a rate of 25% per year over four years, with the first vesting date being the
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
one-year anniversary of the grant date. No stock option awards were granted in 2020, 2019, or 2018. As of December 31, 2020 and December 31, 2019, there were no stock options outstanding. In 2018, plan participants realized an intrinsic value of $179,000 from the exercise of stock options. As of December 31, 2019 and December 31, 2020, there were no remaining compensation costs related to non-vested stock options that have not yet been recognized.
Restricted Stock Units:
Under the 2017 Plan, the Company may grant restricted stock unit awards that vest upon the completion of future service requirements or specified performance criteria. Prior to 2020, the Company’s restricted stock unit awards were comprised solely of TRSUs. Beginning with 2020 awards granted, the Company’s restricted stock unit awards include a combination of TRSUs and PRSUs. Generally, all restricted stock units vest upon death, disability, or in connection with a change in control.
For TRSUs granted prior to 2020, the restricted stock units vest 25% per year over four years. Beginning with the TRSUs granted in 2020, each restricted stock unit award now vests 1/3rd per year over 3 years, with the first vesting date being the one-year anniversary of the grant date. Awards granted to directors vest 100% one year from the grant date.
The PRSUs cliff vest 3 years from the grant date based on certain performance conditions. The three-year performance measurement period commences at the beginning of the defined period. Upon retirement, PRSU awards remain eligible to vest at the conclusion of the performance period. Each performance metric is weighted equally, and any payouts for performance between threshold and target, and between target and maximum performance, are linearly interpolated.
In addition, beginning with the 2020 awards granted, both TRSUs and PRSUs receive forfeitable dividend equivalents. To the extent there is a financial restatement, any performance-based or incentive-based compensation that has been paid is subject to clawback.
The Company recognizes stock-based compensation expense for TRSUs over the vesting period, using the straight-line method, based upon the number of awards ultimately expected to vest. The fair value of the TRSUs is equal to the market price of the common stock at the grant date. Stock-based compensation expense for PRSUs is based upon the fair value of the underlying stock on the grant date, and is amortized over the vesting period using the straight-line method unless it is determined that: (1) attainment of the financial metrics is less than probable, in which case a portion of the amortization is suspended, or (2) attainment of the financial metrics is improbable, in which case a portion of the previously recognized amortization is reversed and also suspended.
The following is a summary of non-vested restricted stock unit activity for the year ended December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
Shares
|
|
Grant-Date Fair Value
|
Non-vested at December 31, 2019
|
89,790
|
|
|
$
|
30.63
|
|
Granted
|
72,165
|
|
|
27.41
|
|
Vested
|
(39,005)
|
|
|
30.37
|
|
Forfeited
|
(1,396)
|
|
|
31.12
|
|
Reinvested
|
2,716
|
|
|
28.59
|
|
Non-vested at December 31, 2020
|
124,270
|
|
|
$
|
28.80
|
|
The fair value of restricted stock unit awards that vested during 2020 was $1.1 million, compared to $1.0 million and $0.9 million during the years ended December 31, 2019 and 2018, respectively. As of December 31, 2020, the total compensation costs related to non-vested restricted stock units that have not yet been recognized totaled $1.9 million, and the weighted average period over which these costs are expected to be recognized is approximately 1.9 years.
Note 16. Earnings per Share
Basic per-share amounts are computed by dividing net income by the weighted average number of common shares outstanding. Diluted per-share amounts assume issuance of all common stock issuable upon conversion or exercise of other securities, unless the effect is to reduce the loss or increase the income per common share from continuing operations.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the computation of basic and diluted earnings per common share for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(dollars in thousands, except per share amounts)
|
2020
|
|
2019
|
|
2018
|
Basic Earnings Per Share:
|
|
|
|
|
|
Net income
|
$
|
6,623
|
|
|
$
|
43,630
|
|
|
$
|
30,351
|
|
Weighted average shares outstanding
|
16,102,226
|
|
|
14,869,952
|
|
|
12,219,725
|
|
Basic earnings per common share
|
$
|
0.41
|
|
|
$
|
2.93
|
|
|
$
|
2.48
|
|
|
|
|
|
|
|
Diluted Earnings Per Share:
|
|
|
|
|
|
Net income
|
$
|
6,623
|
|
|
$
|
43,630
|
|
|
$
|
30,351
|
|
Weighted average shares outstanding, included all dilutive potential shares
|
16,110,296
|
|
|
14,884,933
|
|
|
12,237,153
|
|
Diluted earnings per common share
|
$
|
0.41
|
|
|
$
|
2.93
|
|
|
$
|
2.48
|
|
Note 17. Regulatory Capital Requirements and Restrictions on Subsidiary Cash
The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated and the Bank’s financial statements. The capital amounts and classification also are subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Effective March 31, 2020, we elected the 5-year phase-in option allowed under the interim final rule (IFR) recently issued by the federal banking regulatory agencies that delays the estimated impact on regulatory capital stemming from the implementation of CECL. The IFR allows the add back of 100% of the capital effect from the day one CECL transition adjustment and 25% of the capital effect from subsequent increases in the allowance for credit losses through the two year period ending December 31, 2021. This cumulative amount will then be reduced from capital over the subsequent three-year period.
As previously announced, on July 28, 2020, the Company completed a private placement of $65.0 million aggregate principal amount of 5.75% fixed-to-floating rate subordinated notes. The subordinated notes are intended to qualify as Tier 2 capital for regulatory purposes, and the Company is using the net proceeds from the offering for general corporate purposes and to support its organic growth plans, including maintaining its regulatory capital ratios.
As of December 31, 2020, the most recent notification from the FDIC categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action then in effect. There are no conditions or events since this date that management believes have changed the Bank’s category. In order to be a “well-capitalized” depository institution, a bank must maintain a Common Equity Tier 1 capital ratio of 6.5% or more; a Tier 1 capital ratio of 8% or more; a total capital ratio of 10% or more; and a leverage ratio of 5% or more. A capital conservation buffer, comprised of Common Equity Tier 1 capital, is also established above the regulatory minimum capital requirements. This capital conservation buffer was fully phased in at 2.5% on January 1, 2019.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A comparison of the Company’s and the Bank’s capital with the corresponding minimum regulatory requirements in effect as of December 31, 2020 and December 31, 2019, is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
For Capital Adequacy Purposes With Capital Conservation Buffer(1)
|
|
To Be Well Capitalized Under Prompt Corrective Action Provisions
|
(dollars in thousands)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio(1)
|
|
Amount
|
|
Ratio
|
At December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
Total capital/risk weighted assets
|
$
|
572,437
|
|
|
13.41
|
%
|
|
$
|
448,068
|
|
|
10.50
|
%
|
|
N/A
|
|
N/A
|
Tier 1 capital/risk weighted assets
|
456,526
|
|
|
10.70
|
|
|
362,722
|
|
|
8.50
|
|
|
N/A
|
|
N/A
|
Common equity tier 1 capital/risk weighted assets
|
414,763
|
|
|
9.72
|
|
|
298,712
|
|
|
7.00
|
|
|
N/A
|
|
N/A
|
Tier 1 leverage capital/average assets
|
456,526
|
|
|
8.50
|
|
|
214,795
|
|
|
4.00
|
|
|
N/A
|
|
N/A
|
MidWestOne Bank:
|
|
|
|
|
|
|
|
|
|
|
|
Total capital/risk weighted assets
|
$
|
547,558
|
|
|
12.89
|
%
|
|
$
|
446,113
|
|
|
10.50
|
%
|
|
$
|
424,870
|
|
|
10.00
|
%
|
Tier 1 capital/risk weighted assets
|
500,981
|
|
|
11.79
|
|
|
361,139
|
|
|
8.50
|
|
|
339,896
|
|
|
8.00
|
|
Common equity tier 1 capital/risk weighted assets
|
500,981
|
|
|
11.79
|
|
|
297,409
|
|
|
7.00
|
|
|
276,165
|
|
|
6.50
|
|
Tier 1 leverage capital/average assets
|
500,981
|
|
|
9.35
|
|
|
214,251
|
|
|
4.00
|
|
|
271,992
|
|
|
5.00
|
|
At December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
Total capital/risk weighted assets
|
$
|
463,601
|
|
|
11.34
|
%
|
|
$
|
429,077
|
|
|
10.50
|
%
|
|
N/A
|
|
N/A
|
Tier 1 capital/risk weighted assets
|
428,021
|
|
|
10.47
|
|
|
347,348
|
|
|
8.50
|
|
|
N/A
|
|
N/A
|
Common equity tier 1 capital/risk weighted assets
|
386,434
|
|
|
9.46
|
|
|
286,051
|
|
|
7.00
|
|
|
N/A
|
|
N/A
|
Tier 1 leverage capital/average assets
|
428,021
|
|
|
9.48
|
|
|
180,529
|
|
|
4.00
|
|
|
N/A
|
|
N/A
|
MidWestOne Bank:
|
|
|
|
|
|
|
|
|
|
|
|
Total capital/risk weighted assets
|
$
|
482,106
|
|
|
11.83
|
%
|
|
$
|
427,877
|
|
|
10.50
|
%
|
|
$
|
407,502
|
|
|
10.00
|
%
|
Tier 1 capital/risk weighted assets
|
453,027
|
|
|
11.12
|
|
|
346,377
|
|
|
8.50
|
|
|
326,002
|
|
|
8.00
|
|
Common equity tier 1 capital/risk weighted assets
|
453,027
|
|
|
11.12
|
|
|
285,251
|
|
|
7.00
|
|
|
264,876
|
|
|
6.50
|
|
Tier 1 leverage capital/average assets
|
453,027
|
|
|
10.06
|
|
|
180,209
|
|
|
4.00
|
|
|
231,166
|
|
|
5.00
|
|
(1) Includes the capital conservation buffer of 2.50%.
The ability of the Company to pay dividends to its shareholders is dependent upon dividends paid by the Bank to the Company. The Bank is subject to certain statutory and regulatory restrictions on the amount of dividends it may pay. In addition, as previously disclosed, subsequent to December 31, 2008, the Bank’s board of directors adopted a capital policy requiring it to maintain a ratio of Tier 1 capital to total assets of at least 8% and a ratio of total capital to risk-based capital of at least 10%. Failure to maintain these ratios also could limit the ability of the Bank to pay dividends to the Company.
As of December 31, 2019, the Bank was required to maintain reserve balances in cash on hand or on deposit with Federal Reserve Banks, of which these reserve amounts totaled $24.1 million. There was no such requirement to maintain such reserve balances as of December 31, 2020, and therefore the total amount held in reserve was zero dollars.
Note 18. Commitments and Contingencies
Credit-related financial instruments: The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, commitments to sell loans, and standby letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheets.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. The following table summarizes the Bank’s commitments as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(in thousands)
|
2020
|
|
2019
|
|
|
|
|
Commitments to extend credit
|
$
|
897,274
|
|
|
$
|
859,212
|
|
Commitments to sell loans
|
59,956
|
|
|
5,400
|
|
Standby letters of credit
|
34,212
|
|
|
36,192
|
|
Total
|
$
|
991,442
|
|
|
$
|
900,804
|
|
The Bank’s exposure to credit loss in the event of nonperformance by the counterparty to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the party. Collateral held varies, but may include accounts receivable, crops, livestock, inventory, property and equipment, residential real estate and income-producing commercial properties.
Commitments to sell loans are agreements to sell loans held for sale to third parties at an agreed upon price.
Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements and, generally, have terms of one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank holds collateral, which may include accounts receivable, inventory, property, equipment and income-producing properties, that support those commitments, if deemed necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Bank would be required to fund the commitment. The maximum potential amount of future payments the Bank could be required to make is represented by the contractual amount shown in the summary above. If the commitment is funded, the Bank would be entitled to seek recovery from the customer.
Liability for Off-Balance Sheet Credit Losses: The Company records a liability for off-balance sheet credit losses through a charge to credit loss expense (or a reversal of credit loss expense) on the Company's consolidated statements of income and other liabilities on the Company's consolidated balance sheets. At December 31, 2020, the liability for off-balance-sheet credit losses totaled $4.1 million, whereas the total amount recorded within credit loss expense for the year ended December 31, 2020 was $0.7 million. No liability was recorded in the prior year.
Litigation: In the normal course of business, the Company and its subsidiaries have been named, from time to time, as defendants in various legal actions. Certain of the actual or threatened legal actions may include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Management, after consulting with legal counsel, is of the opinion that the ultimate liability, if any, resulting from these pending or threatened actions and proceedings will not have a material effect on the financial statements of the Company.
Concentrations of credit risk: Substantially all of the Bank’s loans, commitments to extend credit and standby letters of credit have been granted to customers in the Bank’s market areas. Although the loan portfolio of the Bank is diversified, approximately 60% of the loans are real estate loans and approximately 8% are agriculturally related. The concentrations of credit by type of loan are set forth in Note 4. Loans Receivable and the Allowance for Credit Losses. Commitments to extend credit are primarily related to commercial loans and home equity loans. Standby letters of credit were granted primarily to commercial borrowers. Investments in securities issued by state and political subdivisions involve certain governmental entities within Iowa and Minnesota. The carrying value of investment securities of Iowa and Minnesota political subdivisions totaled 22% and 15% of the total investment security portfolio, respectively, as of December 31, 2020.
Note 19. Related Party Transactions
Certain directors of the Company and certain principal officers are customers of, and have banking transactions with, the Bank in the ordinary course of business. Such indebtedness has been incurred on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is an analysis of the changes in the loans to related parties during the years ended December 31, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(in thousands)
|
2020
|
|
2019
|
Balance, beginning
|
$
|
27,635
|
|
|
$
|
12,655
|
|
Net increase due to change in related parties
|
—
|
|
|
12,163
|
|
Advances
|
7,768
|
|
|
4,057
|
|
Collections
|
(10,232)
|
|
|
(1,240)
|
|
Balance, ending
|
$
|
25,171
|
|
|
$
|
27,635
|
|
None of these loans are past due, nonaccrual or restructured to provide a reduction or deferral of interest or principal because of deterioration in the financial position of the borrower. Deposits from these related parties totaled $8.8 million and $7.1 million as of December 31, 2020 and December 31, 2019, respectively. Deposits from related parties are accepted subject to the same interest rates and terms as those from non-related parties.
Note 20. Estimated Fair Value of Financial Instruments and Fair Value Measurements
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
•Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
•Level 2 – Significant other 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.
•Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The Company uses fair value to measure certain assets and liabilities on a recurring basis, primarily available for sale debt securities and derivatives. For assets measured at the lower of cost or fair value, the fair value measurement criteria may or may not be met during a reporting period and such measurements are therefore considered "nonrecurring" for purposes of disclosing the Company's fair value measurements. Fair value is used on a nonrecurring basis to adjust carrying values for collateral dependent individually analyzed loans and other real estate owned.
Recurring Basis
The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:
Investment Securities - The fair value for investment securities are determined by quoted market prices, if available (Level 1). The Company utilizes an independent pricing service to obtain the fair value of debt securities. Debt securities issued by the U.S. Treasury and other U.S. Government agencies and corporations, mortgage-backed securities, and collateralized mortgage obligations are priced utilizing industry-standard models that consider various assumptions, including time value, yield curves, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace (Level 2). Municipal securities are valued using a type of matrix, or grid, pricing in which securities are benchmarked against the treasury rate based on credit rating (Level 2).
Derivatives - Interest rate swaps are valued by using cash flow valuation techniques with observable market data inputs (Level 2). The Company has entered into collateral agreements with its swap dealers which entitle it to receive collateral to cover market values on derivatives which are in asset position, thus a credit risk adjustment on interest rate swaps is not warranted. RPAs are entered into by the Company with institutional counterparties, under which the Company assumes its pro-rata share of the credit exposure associated with a borrower’s performance related to interest rate derivative contracts. The fair value of
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
RPAs is calculated by determining the total expected asset or liability exposure using observable inputs, such as yield curves and volatilities, of the derivatives to the borrowers and applying the borrowers’ credit spread to that exposure (Level 2).
Mortgage Servicing Rights (MSR) - MSRs are recorded at fair value based on assumptions through a third-party valuation service. The valuation model incorporates assumptions that are observable in the marketplace and that market participants would use in estimating future net servicing income, such as servicing cost per loan, the discount rate, the escrow float rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses (Level 2).
The following table summarizes assets measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019 by level within the fair value hierarchy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement at December 31, 2020 Using
|
(in thousands)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Assets:
|
|
|
|
|
|
|
|
Available for sale debt securities:
|
|
|
|
|
|
|
|
U.S. Government agencies and corporations
|
$
|
361
|
|
|
$
|
—
|
|
|
$
|
361
|
|
|
$
|
—
|
|
State and political subdivisions
|
628,346
|
|
|
—
|
|
|
628,346
|
|
|
—
|
|
Mortgage-backed securities
|
94,018
|
|
|
—
|
|
|
94,018
|
|
|
—
|
|
Collateralized mortgage obligations
|
565,836
|
|
|
—
|
|
|
565,836
|
|
|
—
|
|
Corporate debt securities
|
368,820
|
|
|
—
|
|
|
368,820
|
|
|
—
|
|
Derivative assets
|
10,796
|
|
|
—
|
|
|
10,796
|
|
|
—
|
|
Mortgage servicing rights
|
5,137
|
|
|
—
|
|
|
5,137
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
Derivative liabilities
|
$
|
13,267
|
|
|
$
|
—
|
|
|
$
|
13,267
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement at December 31, 2019 Using
|
(in thousands)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Assets:
|
|
|
|
|
|
|
|
Available for sale debt securities:
|
|
|
|
|
|
|
|
U.S. Government agencies and corporations
|
$
|
441
|
|
|
$
|
—
|
|
|
$
|
441
|
|
|
$
|
—
|
|
State and political subdivisions
|
257,205
|
|
|
—
|
|
|
257,205
|
|
|
—
|
|
Mortgage-backed securities
|
43,530
|
|
|
—
|
|
|
43,530
|
|
|
—
|
|
Collateralized mortgage obligations
|
292,946
|
|
|
—
|
|
|
292,946
|
|
|
—
|
|
Corporate debt securities
|
191,855
|
|
|
—
|
|
|
191,855
|
|
|
—
|
|
Derivative assets
|
1,848
|
|
|
—
|
|
|
1,848
|
|
|
—
|
|
Mortgage servicing rights
|
7,026
|
|
|
—
|
|
|
7,026
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
Derivative liabilities
|
$
|
3,242
|
|
|
$
|
—
|
|
|
$
|
3,242
|
|
|
$
|
—
|
|
There were no transfers of assets between Level 3 and other levels of the fair value hierarchy during the years ended December 31, 2020 or December 31, 2019.
Changes in the fair value of available for sale debt securities are included in other comprehensive income.
Nonrecurring Basis
The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:
Collateral Dependent Individually Analyzed Loans - Collateral dependent individually analyzed loans are valued based on the fair value of the collateral less estimated costs to sell. These estimates are based on the most recently available appraisals by qualified licensed appraisers with certain adjustment made based on the type of property, age of appraisal, current status of the property, and other related factors to estimate the current value of the collateral (Level 3).
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Foreclosed Assets, Net - Foreclosed assets are measured at fair value less costs to sell. These estimates are based on the most recently available appraisals by qualified licensed appraisers with certain adjustment made based on the type of property, age of appraisal, current status of the property, and other related factors to estimate the current value of the collateral (Level 3).
The following table presents assets measured at fair value on a nonrecurring basis as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement at December 31, 2020 Using
|
(in thousands)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Collateral dependent individually analyzed loans
|
$
|
34,265
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreclosed assets, net
|
2,316
|
|
|
—
|
|
|
—
|
|
|
2,316
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement at December 31, 2019 Using
|
(in thousands)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Collateral dependent impaired loans
|
$
|
6,749
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreclosed assets, net
|
3,706
|
|
|
—
|
|
|
—
|
|
|
3,706
|
|
The following presents the valuation technique(s), unobservable inputs, and quantitative information about the unobservable inputs used for fair value measurements of the financial instruments held by the Company and categorized within Level 3 of the fair value hierarchy as of the date indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
December 31, 2020
|
|
December 31, 2019
|
|
Valuation Techniques(s)
|
|
Unobservable Input
|
|
Range of Inputs
|
|
Weighted Average
|
Collateral dependent individually analyzed loans
|
$
|
34,265
|
|
|
6,749
|
|
Fair value of collateral
|
|
Valuation adjustments
|
|
—
|
%
|
|
78
|
%
|
|
24
|
%
|
Foreclosed assets, net
|
$
|
2,316
|
|
|
3,706
|
|
Fair value of collateral
|
|
Valuation adjustments
|
|
8
|
%
|
|
66
|
%
|
|
35
|
%
|
Changes in assumptions or estimation methodologies may have a material effect on these estimated fair values.
Other Fair Value Methods
Cash and Cash Equivalents - The carrying amounts of these financial instruments approximate their fair values.
Loans Held for Sale - Loans held for sale are carried at the lower of cost or fair value, with fair value being based on binding contracts from third party investors (Level 2). The portfolio has historically consisted primarily of residential real estate loans.
Loans Held for Investment, Net - The estimated fair value of loans, net, was performed using the income approach, with the market approach used for certain nonperforming loans, resulting in a Level 3 fair value classification.
FHLB stock - Investments in FHLB stock are recorded at cost and measured for impairment quarterly. Ownership of FHLB stock is restricted to member banks and the securities do not have a readily determinable market value. Purchases and sales of these securities are at par value with the issuer. The fair value of investments in FHLB stock is equal to the carrying amount.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The carrying amount and estimated fair value of financial instruments at December 31, 2020 and December 31, 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
(in thousands)
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
82,659
|
|
|
$
|
82,659
|
|
|
$
|
82,659
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities available for sale
|
1,657,381
|
|
|
1,657,381
|
|
|
—
|
|
|
1,657,381
|
|
|
—
|
|
Loans held for sale
|
59,956
|
|
|
60,039
|
|
|
—
|
|
|
60,039
|
|
|
—
|
|
Loans held for investment, net
|
3,426,723
|
|
|
3,469,515
|
|
|
—
|
|
|
—
|
|
|
3,469,515
|
|
Interest receivable
|
21,706
|
|
|
21,706
|
|
|
—
|
|
|
21,706
|
|
|
—
|
|
FHLB stock
|
13,784
|
|
|
13,784
|
|
|
—
|
|
|
13,784
|
|
|
—
|
|
Derivative assets
|
10,796
|
|
|
10,796
|
|
|
—
|
|
|
10,796
|
|
|
—
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
Noninterest bearing deposits
|
910,655
|
|
|
910,655
|
|
|
910,655
|
|
|
—
|
|
|
—
|
|
Interest bearing deposits
|
3,636,394
|
|
|
3,640,365
|
|
|
2,800,046
|
|
|
840,319
|
|
|
|
Short-term borrowings
|
230,789
|
|
|
230,789
|
|
|
230,789
|
|
|
—
|
|
|
—
|
|
Finance leases payable
|
1,096
|
|
|
1,096
|
|
|
—
|
|
|
1,096
|
|
|
—
|
|
FHLB borrowings
|
91,198
|
|
|
93,380
|
|
|
—
|
|
|
93,380
|
|
|
|
Junior subordinated notes issued to capital trusts
|
41,763
|
|
|
33,986
|
|
|
—
|
|
|
33,986
|
|
|
|
Subordinated debentures
|
74,634
|
|
|
77,228
|
|
|
—
|
|
|
77,228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities
|
13,267
|
|
|
13,267
|
|
|
—
|
|
|
13,267
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
(in thousands)
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
73,484
|
|
|
$
|
73,484
|
|
|
$
|
73,484
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities available for sale
|
785,977
|
|
|
785,977
|
|
|
—
|
|
|
785,977
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Loans held for sale
|
5,400
|
|
|
5,476
|
|
|
—
|
|
|
5,476
|
|
|
—
|
|
Loans held for investment, net
|
3,422,187
|
|
|
3,427,952
|
|
|
—
|
|
|
—
|
|
|
3,427,952
|
|
Interest receivable
|
18,525
|
|
|
18,525
|
|
|
—
|
|
|
18,525
|
|
|
—
|
|
FHLB stock
|
15,381
|
|
|
15,381
|
|
|
—
|
|
|
15,381
|
|
|
—
|
|
Derivative assets
|
1,848
|
|
|
1,848
|
|
|
—
|
|
|
1,848
|
|
|
—
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
Noninterest bearing deposits
|
662,209
|
|
|
662,209
|
|
|
662,209
|
|
|
—
|
|
|
—
|
|
Interest bearing deposits
|
3,066,446
|
|
|
3,066,427
|
|
|
2,113,000
|
|
|
953,427
|
|
|
—
|
|
Short-term borrowings
|
139,349
|
|
|
139,349
|
|
|
139,349
|
|
|
—
|
|
|
—
|
|
Finance leases payable
|
1,224
|
|
|
1,224
|
|
|
—
|
|
|
1,224
|
|
|
—
|
|
FHLB borrowings
|
145,700
|
|
|
146,913
|
|
|
—
|
|
|
146,913
|
|
|
—
|
|
Junior subordinated notes issued to capital trusts
|
41,587
|
|
|
39,391
|
|
|
—
|
|
|
39,391
|
|
|
—
|
|
Subordinated debentures
|
10,899
|
|
|
11,083
|
|
|
—
|
|
|
11,083
|
|
|
—
|
|
Other long-term debt
|
32,250
|
|
|
32,250
|
|
|
—
|
|
|
32,250
|
|
|
—
|
|
Derivative liabilities
|
3,242
|
|
|
3,242
|
|
|
—
|
|
|
3,242
|
|
|
—
|
|
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 21. Revenue Recognition
Substantially all of the Company’s revenue is generated from contracts with customers. Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives, and certain credit card fees are also not in the scope of Topic 606. Noninterest revenue streams in-scope of Topic 606 are discussed below.
Trust and Asset Management
Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time, and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customers’ accounts. The Company does not earn performance-based incentives. Optional services such as real estate sales and tax return preparation services are also available to existing trust and asset management customers. The Company’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.
Service Charges on Deposit Accounts
Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.
Fees, Exchange, and Other Service Charges
Fees, exchange, and other service charges are primarily comprised of debit and credit card income, ATM fees, merchant services income, and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Visa. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.
Gains/Losses on Sales of Foreclosed Assets
Gain or loss from the sale of foreclosed assets occurs when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of foreclosed assets to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the foreclosed assets are derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present. Foreclosed asset sales for the years ended December 31, 2020 and December 31, 2019 were not financed by the Bank.
Other
Other noninterest income consists of other recurring revenue streams such as safe deposit box rental fees, and other miscellaneous revenue streams. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation.
Contract Balances
A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due)
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
from the customer. The Company’s noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of December 31, 2020 and December 31, 2019, the Company did not have any significant contract balances.
Contract Acquisition Costs
In connection with the adoption of Topic 606, an entity is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. Upon adoption of Topic 606, the Company did not capitalize any contract acquisition cost.
Note 22. Leases
A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company adopted FASB Topic 842 on January 1, 2019.
Substantially all of the leases in which the Company is the lessee are comprised of real estate property for banking offices and office space with terms extending through 2025. We do not have any subleased properties. Substantially all of our leases are classified as operating leases, and therefore, were previously not recognized on the Company’s consolidated balance sheets. The Company has one existing finance lease (previously referred to as a capital lease) for a banking office location with a lease term through 2025. As this lease was previously required to be recorded on the Company’s consolidated balance sheet, Topic 842 did not materially impact the accounting for this lease. The Company made a policy election to exclude the recognition requirements of Topic 842 to all classes of leases with original terms of 12 months or less. Instead, the short-term lease payments are recognized in income or expense on a straight-line basis over the lease term.
Supplemental balance sheet information related to leases was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
Classification
|
|
December 31, 2020
|
|
December 31, 2019
|
Lease Right-of-Use Assets
|
|
|
|
|
|
|
Operating lease right-of-use assets
|
|
Other assets
|
|
$
|
3,613
|
|
|
$
|
4,499
|
|
Finance lease right-of-use asset
|
|
Premises and equipment, net
|
|
542
|
|
|
637
|
|
Total right-of-use assets
|
|
|
|
$
|
4,155
|
|
|
$
|
5,136
|
|
|
|
|
|
|
|
|
Lease Liabilities
|
|
|
|
|
|
|
Operating lease liability
|
|
Other liabilities
|
|
$
|
4,583
|
|
|
$
|
5,430
|
|
Finance lease liability
|
|
Long-term debt
|
|
1,096
|
|
|
1,224
|
|
Total lease liabilities
|
|
|
|
$
|
5,679
|
|
|
$
|
6,654
|
|
|
|
|
|
|
|
|
Weighted-average remaining lease term
|
|
|
|
|
|
|
Operating leases
|
|
|
|
8.82 years
|
|
8.90 years
|
Finance lease
|
|
|
|
5.67 years
|
|
6.67 years
|
Weighted-average discount rate
|
|
|
|
|
|
|
Operating leases
|
|
|
|
3.92
|
%
|
|
3.78
|
%
|
Finance lease
|
|
|
|
8.89
|
%
|
|
8.89
|
%
|
The calculated amount of the right-of-use assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019 was used. For finance leases, the Company utilizes the rate implicit in the lease.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table represents lease costs and other lease information. As the Company elected, for all classes of underlying assets, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities. Amounts for the year ended December 31, 2018 is not included in the table below because the accounting standard was adopted as of January 1, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
Lease Costs
|
|
|
|
|
|
Operating lease cost
|
$
|
1,236
|
|
|
$
|
1,068
|
|
|
$
|
—
|
|
Variable lease cost
|
241
|
|
|
148
|
|
|
—
|
|
|
|
|
|
|
|
Interest on lease liabilities (1)
|
102
|
|
|
113
|
|
|
—
|
|
Amortization of right-of-use assets
|
96
|
|
|
96
|
|
|
—
|
|
Net lease cost
|
$
|
1,675
|
|
|
$
|
1,425
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Other Information
|
|
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
|
Operating cash flows from operating leases
|
$
|
1,146
|
|
|
$
|
989
|
|
|
$
|
—
|
|
Operating cash flows from finance lease
|
102
|
|
|
113
|
|
|
—
|
|
Finance cash flows from finance lease
|
128
|
|
|
113
|
|
|
—
|
|
|
|
|
|
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
132
|
|
|
6,250
|
|
|
—
|
|
|
|
|
|
|
|
(1) Included in long-term debt interest expense in the Company’s consolidated statements of income. All other lease costs in this table are included in occupancy expense of premises, net.
Future minimum payments for finance leases and operating leases with initial or remaining terms of one year or more as of December 31, 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
Finance Leases
|
|
Operating Leases
|
Twelve Months Ended:
|
|
|
|
December 31, 2021
|
$
|
235
|
|
|
$
|
1,112
|
|
December 31, 2022
|
240
|
|
|
993
|
|
December 31, 2023
|
245
|
|
|
932
|
|
December 31, 2024
|
250
|
|
|
702
|
|
December 31, 2025
|
255
|
|
|
232
|
|
Thereafter
|
171
|
|
|
1,907
|
|
Total undiscounted lease payment
|
$
|
1,396
|
|
|
$
|
5,878
|
|
Amounts representing interest
|
(300)
|
|
|
(1,295)
|
|
Lease liability
|
$
|
1,096
|
|
|
$
|
4,583
|
|
Note 23. Operating Segments
The Company’s activities are considered to be one reportable segment for financial reporting purposes. The Company is engaged in the business of commercial and retail banking and investment management services with operations throughout Iowa, the Minneapolis/St. Paul metropolitan area of Minnesota, western Wisconsin, Naples and Fort Myers Florida, and Denver, Colorado. Substantially all income is derived from a diverse base of commercial, mortgage and retail lending activities, and investments.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 24. Parent Company Only Financial Information
The following are condensed balance sheets of MidWestOne Financial Group, Inc. as of December 31, 2020 and December 31, 2019 (parent company only):
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
(in thousands)
|
2020
|
|
2019
|
Balance Sheets
|
|
|
|
Assets
|
|
|
|
Cash
|
$
|
25,078
|
|
|
$
|
10,661
|
|
Investment in subsidiaries
|
601,467
|
|
|
575,508
|
|
Income tax receivable
|
499
|
|
|
1,182
|
|
|
|
|
|
Bank-owned life insurance
|
5,252
|
|
|
5,127
|
|
Other assets
|
1,857
|
|
|
2,256
|
|
Total assets
|
$
|
634,153
|
|
|
$
|
594,734
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
Liabilities:
|
|
|
|
Long-term debt
|
$
|
116,397
|
|
|
$
|
84,736
|
|
Deferred income taxes
|
343
|
|
|
433
|
|
Other liabilities
|
2,163
|
|
|
583
|
|
Total liabilities
|
118,903
|
|
|
85,752
|
|
Shareholders’ equity:
|
|
|
|
Capital stock, preferred
|
—
|
|
|
—
|
|
Capital stock, common
|
16,581
|
|
|
16,581
|
|
Additional paid-in capital
|
300,137
|
|
|
297,390
|
|
Retained earnings
|
188,191
|
|
|
201,105
|
|
Treasury stock
|
(14,251)
|
|
|
(10,466)
|
|
Accumulated other comprehensive income
|
24,592
|
|
|
4,372
|
|
Total shareholders’ equity
|
515,250
|
|
|
508,982
|
|
Total liabilities and shareholders’ equity
|
$
|
634,153
|
|
|
$
|
594,734
|
|
The following are condensed statements of income of MidWestOne Financial Group, Inc. for the years ended December 31, 2020, 2019, and 2018 (parent company only):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
Statements of Income
|
|
|
|
|
|
Dividends received from subsidiaries
|
$
|
3,500
|
|
|
$
|
15,000
|
|
|
$
|
25,017
|
|
Interest income and dividends on investment securities
|
88
|
|
|
84
|
|
|
43
|
|
Investment securities (losses) gains
|
(136)
|
|
|
47
|
|
|
(48)
|
|
Interest on debt
|
(4,471)
|
|
|
(3,439)
|
|
|
(1,596)
|
|
Bank-owned life insurance income
|
124
|
|
|
130
|
|
|
127
|
|
Income from MidWestOne Insurance Services, Inc.
|
—
|
|
|
943
|
|
|
—
|
|
Operating expenses
|
(2,723)
|
|
|
(4,130)
|
|
|
(2,940)
|
|
(Loss) income before income taxes and equity in subsidiaries’ undistributed income
|
(3,618)
|
|
|
8,635
|
|
|
20,603
|
|
Income tax benefit
|
(1,495)
|
|
|
(1,394)
|
|
|
(823)
|
|
(Loss) income before equity in subsidiaries’ undistributed income
|
(2,123)
|
|
|
10,029
|
|
|
21,426
|
|
Equity in subsidiaries’ undistributed income
|
8,746
|
|
|
33,601
|
|
|
8,925
|
|
Net income
|
$
|
6,623
|
|
|
$
|
43,630
|
|
|
$
|
30,351
|
|
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following are condensed statements of cash flows of MidWestOne Financial Group, Inc. for the years ended December 31, 2020, 2019, and 2018 (parent company only):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(in thousands)
|
2020
|
|
2019
|
|
2018
|
Statements of Cash Flows
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
Net income
|
$
|
6,623
|
|
|
$
|
43,630
|
|
|
$
|
30,351
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
Undistributed income of subsidiaries, net of dividends and distributions
|
(8,746)
|
|
|
(33,601)
|
|
|
(8,925)
|
|
Amortization
|
215
|
|
|
134
|
|
|
95
|
|
Decrease in deferred income taxes, net
|
(49)
|
|
|
(43)
|
|
|
(42)
|
|
Share-based compensation
|
1,380
|
|
|
1,156
|
|
|
1,030
|
|
Gain on sale of assets of MidWestOne Insurance Services, Inc.
|
—
|
|
|
(1,076)
|
|
|
—
|
|
Increase in cash surrender value of bank-owned life insurance
|
(125)
|
|
|
(128)
|
|
|
(127)
|
|
Change in:
|
|
|
|
|
|
Other assets
|
745
|
|
|
(403)
|
|
|
(405)
|
|
Other liabilities
|
1,674
|
|
|
(4)
|
|
|
59
|
|
Net cash provided by operating activities
|
$
|
1,717
|
|
|
$
|
9,665
|
|
|
$
|
22,036
|
|
Cash flows from investing activities
|
|
|
|
|
|
Proceeds from sales of debt securities available for sale
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
1
|
|
Purchase of debt securities available for sale
|
(9)
|
|
|
(9)
|
|
|
(10)
|
|
Proceeds from sale of assets of MidWestOne Insurance Services, Inc.
|
—
|
|
|
1,175
|
|
|
—
|
|
Cash and earnings transferred in dissolution of MidWestOne Insurance Services, Inc.
|
—
|
|
|
631
|
|
|
—
|
|
Proceeds from sale of premises and equipment
|
210
|
|
|
—
|
|
|
—
|
|
Net cash paid in business acquisition
|
—
|
|
|
(18,624)
|
|
|
—
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
$
|
201
|
|
|
$
|
(16,784)
|
|
|
$
|
(9)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of subordinated debt
|
$
|
65,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Payments of subordinated debt issuance costs
|
(1,303)
|
|
|
—
|
|
|
—
|
|
Proceeds from other long-term debt
|
—
|
|
|
35,000
|
|
|
—
|
|
Payments of other long-term debt
|
(32,250)
|
|
|
(10,250)
|
|
|
(5,000)
|
|
Proceeds from share-based award activity
|
—
|
|
|
—
|
|
|
137
|
|
Taxes paid relating to the release/lapse of restriction on RSUs
|
(149)
|
|
|
(103)
|
|
|
(89)
|
|
Dividends paid
|
(14,175)
|
|
|
(11,476)
|
|
|
(9,535)
|
|
|
|
|
|
|
|
Payments of stock issuance costs
|
—
|
|
|
(323)
|
|
|
—
|
|
Repurchase of common stock
|
(4,624)
|
|
|
(4,679)
|
|
|
(2,129)
|
|
Net cash provided by (used in) financing activities
|
$
|
12,499
|
|
|
$
|
8,169
|
|
|
$
|
(16,616)
|
|
Net increase in cash
|
$
|
14,417
|
|
|
$
|
1,050
|
|
|
$
|
5,411
|
|
Cash Balance:
|
|
|
|
|
|
Beginning of period
|
10,661
|
|
|
9,611
|
|
|
4,200
|
|
Ending balance
|
$
|
25,078
|
|
|
$
|
10,661
|
|
|
$
|
9,611
|
|
Note 25. Subsequent Events
Management evaluated subsequent events through the date the consolidated financial statements were issued. Events or transactions occurring after December 31, 2020, but prior to the date the consolidated financial statements were issued, that provided additional evidence about conditions that existed at December 31, 2020 have been recognized in the consolidated financial statements for the period ended December 31, 2020. Events or transactions that provided evidence about conditions that did not exist at December 31, 2020, but arose before the consolidated financial statements were issued, have not been recognized in the consolidated financial statements for the period ended December 31, 2020.
MIDWESTONE FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On January 20, 2021, the board of directors of the Company declared a cash dividend of $0.2250 per share payable on March 15, 2021 to shareholders of record as of the close of business on March 1, 2021.
Pursuant to the Company’s share repurchase program approved on August 20, 2019, the Company has purchased 62,588 shares of common stock subsequent to December 31, 2020 and through March 9, 2021 for a total cost of $1.7 million inclusive of transaction costs, leaving $2.7 million remaining available under the program.
Note 26. Quarterly Results of Operations (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
Interest income
|
$
|
45,470
|
|
|
$
|
45,154
|
|
|
$
|
46,758
|
|
|
$
|
47,405
|
|
Interest expense
|
6,433
|
|
|
7,345
|
|
|
8,046
|
|
|
9,999
|
|
Net interest income
|
39,037
|
|
|
37,809
|
|
|
38,712
|
|
|
37,406
|
|
Credit loss (benefit) expense
|
(3,041)
|
|
|
4,992
|
|
|
4,685
|
|
|
21,733
|
|
Noninterest income
|
10,626
|
|
|
9,570
|
|
|
8,269
|
|
|
10,155
|
|
Noninterest expense
|
31,915
|
|
|
59,939
|
|
|
28,038
|
|
|
30,001
|
|
Income (loss) before income taxes
|
20,789
|
|
|
(17,552)
|
|
|
14,258
|
|
|
(4,173)
|
|
Income tax expense (benefit)
|
4,079
|
|
|
2,272
|
|
|
2,546
|
|
|
(2,198)
|
|
Net income (loss)
|
$
|
16,710
|
|
|
$
|
(19,824)
|
|
|
$
|
11,712
|
|
|
$
|
(1,975)
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share
|
|
|
|
|
|
|
|
Basic
|
$
|
1.04
|
|
|
$
|
(1.23)
|
|
|
$
|
0.73
|
|
|
$
|
(0.12)
|
|
Diluted
|
$
|
1.04
|
|
|
$
|
(1.23)
|
|
|
$
|
0.73
|
|
|
$
|
(0.12)
|
|
|
|
|
|
|
|
|
|
2019
|
|
|
|
|
|
|
|
Interest income
|
$
|
50,026
|
|
|
$
|
54,076
|
|
|
$
|
44,951
|
|
|
$
|
33,388
|
|
Interest expense
|
10,442
|
|
|
10,818
|
|
|
10,119
|
|
|
7,412
|
|
Net interest income
|
39,584
|
|
|
43,258
|
|
|
34,832
|
|
|
25,976
|
|
Credit loss expense
|
604
|
|
|
4,264
|
|
|
696
|
|
|
1,594
|
|
Noninterest income
|
9,036
|
|
|
8,004
|
|
|
8,796
|
|
|
5,410
|
|
Noninterest expense
|
36,436
|
|
|
31,442
|
|
|
29,040
|
|
|
20,617
|
|
Income before income tax (benefit) expense
|
11,580
|
|
|
15,556
|
|
|
13,892
|
|
|
9,175
|
|
Income tax (benefit) expense
|
(1,791)
|
|
|
3,256
|
|
|
3,218
|
|
|
1,890
|
|
Net income
|
$
|
13,371
|
|
|
$
|
12,300
|
|
|
$
|
10,674
|
|
|
$
|
7,285
|
|
|
|
|
|
|
|
|
|
Earnings per common share
|
|
|
|
|
|
|
|
Basic
|
$
|
0.83
|
|
|
$
|
0.76
|
|
|
$
|
0.72
|
|
|
$
|
0.60
|
|
Diluted
|
$
|
0.83
|
|
|
$
|
0.76
|
|
|
$
|
0.72
|
|
|
$
|
0.60
|
|