EQUITY BANCSHARES INC
For the period ended Dec 31, 2024. Filed Mar 7, 2025.
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FY2024 · Filed Mar 7, 2025
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Notes to Consolidated Financial Statements
December 31, 2024, 2023, and 2022
NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations: Equity Bancshares, Inc. is a financial holding company, whose principal activity is the ownership and management of its wholly-owned subsidiaries, Equity Bank (“Equity Bank”), EBAC, LLC. (“EBAC”) and Equity Risk Management, Inc. ("ERMI"). ERMI provides property and casualty insurance coverage to Equity Bancshares and Equity Bank and reinsurance to other third party insurance captives for which insurance may not be currently available or economically feasible in today's insurance marketplace. The wholly-owned subsidiaries of Equity Bank are comprised of SA Holdings, Inc. ("SA Holdings"), SA Property LLC ("SA Property"), and EQBK Investments, LLC. ("EQBK Investments"). SA Holdings and SA Property were established for the purpose of holding and selling other real estate owned. EQBK Investments was established for the purpose to hold Equity Bank's investment in a real estate investment trust. These entities are collectively referred to as the “Company”. All significant intercompany accounts and transactions have been eliminated in consolidation.
Equity Bank is a Kansas state-chartered bank and member of the Federal Reserve (state Fed member bank jointly supervised by both the Federal Reserve Bank of Kansas City and the Office of the Kansas State Bank Commissioner).
The Company is primarily engaged in providing a full range of banking, mortgage banking and financial services to individual and corporate customers generally in Arkansas, Kansas, Missouri and Oklahoma. Equity Bank competes with a variety of other financial institutions including large regional banks, community banks and thrifts as well as credit unions and other non-traditional lenders.
Use of Estimates: To prepare financial statements in conformity with U.S. generally accepted accounting principles, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ.
Cash Equivalents: Cash and cash equivalents include cash, deposits with other financial institutions with original maturities less than 90 days and federal funds sold. Net cash flows are reported for customer loan and deposit transactions, interest-bearing deposits in other financial institutions, federal funds purchased, retail repurchase agreements, Federal Home Loan Bank advances and contractual obligations.
Securities: Securities are classified as held-to-maturity when management has the positive intent and ability to hold them to maturity. Securities are classified as available-for-sale when they might be sold before maturity. Held-to-maturity securities are carried at amortized cost while available-for-sale securities are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.
Interest income includes amortization of purchase premium or discount. Premiums and discounts on mortgage-backed securities are amortized using the level-yield method over the estimated cash flows of the securities. This method requires retrospective adjustment of the effective yield each time a payment is received, or changes occur in the estimated remaining cash flows, which adjusts life-to-date amortization. Premiums and discounts on other investments are amortized using the level-yield method to contractual maturity or first call date, if purchased at a premium.
Allowance for Credit Losses - Securities: The allowance for credit losses “ACL” on held-to-maturity securities is determined on a collective basis by major security type and portfolio. Losses are charged against the allowance for credit losses when the Company determines the held-to-maturity security is uncollectible. The Company does not estimate credit losses on held-to-maturity security accrued interest receivable.
Foravailable-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or is more likely than not will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, the current interest rate environment, changes to rating of the security or security issuer, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected was less than the amortized cost basis, a credit loss existed and an allowance for credit losses would be recorded for the credit loss, which is limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Changes in the allowance for credit losses are recorded as provision for or reversal of credit loss expense. Losses are charged against the allowance for credit losses when the Company determines the available-for-sale security is uncollectible or when either of the criteria regarding intent or requirement to sell is met. The Company does not estimate credit losses on available-for-sale security accrued interest receivable.
Equity Investments with Readily determinable Fair Value: Equity investments with a readily determinable fair value are measured at fair value with changes in fair value recognized in net income.
Loans Held for Sale: Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings. Mortgage loans held for sale are sold with servicing rights released. Gains or losses on loans held for sale are recognized upon completion of the sale and based on the difference between the net sales proceeds and the carrying value of the sold loan.
Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of previous charge-offs and an allowance for credit losses, and for purchased loans, net of unamortized purchase premiums and discounts. Interest income is accrued on the unpaid principal balance.
Non-accrual Loans: Generally, loans are designated as non-accrual when either principal or interest payments are 90 days or more past due based on contractual terms unless the loan is well secured and in the process of collection. Consumer loans are typically charged off no later than 180 days past due. In all cases, loans are placed on non-accrual or charged off at an earlier date if collection of principal or interest is considered doubtful. When a loan is placed on non-accrual status, unpaid interest credited to income is reversed against income. Future interest income may be recorded on a cash basis after recovery of principal is reasonably assured. Non-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.
Purchased Credit Deteriorated ("PCD") Loans: The Company has purchased loans, some of which have experienced more than insignificant credit deterioration since origination. The following indicators are used by management to determine if a loan will be classified as a PCD loan: (1) the loan has had previous charge-offs; (2) the loan was accounted for as non-accrual by the selling entity; (3) the loan was accounted for as a modification to a borrower experiencing financial difficulty by the selling entity; (4) the loan was previously or currently reported as classified for regulatory reporting; (5) the loan shows significant cash flow or collateral deterioration since origination; (6) the loan has a pattern of late or delinquent payments; (7) consumer loans to borrowers that have had a significant negative change in credit score; (8) loans in a geographic area that has suffered negative economic conditions; (9) borrowers that have difficulty complying with realistic loan or collateral covenants; and (10) borrower distress evidenced by deferral requests and/or loan modifications. PCD loans are recorded at the amount paid. An allowance for credit losses is determined using the same methodology as other loans held for investment. If the initial allowance for credit losses is determined on a collective basis it is allocated to individual loans. The sum of the loan's purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through credit loss expense.
Allowance for Credit Losses:
Allowance for Credit Losses: Management assesses the adequacy of the allowance on a quarterly basis. This assessment includes procedures to estimate the allowance and test the adequacy and appropriateness of the resulting balance. The level of the allowance is based upon management’s evaluation of historical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay a loan (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. The level of the allowance for credit losses maintained by management is believed adequate to absorb all expected future losses inherent in the loan portfolio at the balance sheet date. The allowance is adjusted through provision for credit losses and charge-offs, net of recoveries of amounts previously charged off.
The allowance for credit losses is measured on a collective basis for pools of loans with similar risk characteristics. The Company has identified the following pools of financial assets with similar risk characteristics for measuring expected credit losses.
Commercial real estate mortgage loans – Owner occupied commercial real estate mortgage loans are secured by commercial office buildings, industrial buildings, warehouses or retail buildings where the owner of the building occupies the property. For such loans, repayment is largely dependent upon the operation of the borrower's business.
Commercial and industrial loans – Commercial and industrial loans include loans to business enterprises issued for commercial, industrial and/or other professional purposes. These loans are generally secured by equipment, inventory and accounts receivable of the borrower and repayment is primarily dependent on business cash flows.
Residential real estate mortgage loans – Residential real estate mortgage consists primarily of loans secured by 1-4 family residential properties, including home equity lines of credit. Repayment is primarily dependent on the personal cash flow of the borrower.
Agricultural real estate loans – Agricultural real estate loans are secured by real estate related to farmland and are affected by the value of farmland. Generally, the borrower’s ability to repay is based on the value of farmland and cash flows from farming operations.
Agricultural production loans – Agricultural production loans are primarily operating lines subject to annual farming revenues, including productivity and yield of farm products and market pricing at the time of sale.
Consumer – Consumer loans include all loans issued to individuals not included in the categories above. Examples of consumer and other loans are automobile loans, consumer credit cards and loans to finance education, among others. Many consumer loans are unsecured. Repayment is primarily dependent on the personal cash flow of the borrower.
The Company primarily utilizes a probability of default (“PD”) and loss given default (“LGD”) modeling approach for historical loss coupled with a macroeconomic factor analysis derived from a statistical regression of loss experience correlated to changes in economic factors for all commercial banks operating within our geographical footprint. The macroeconomic regression is based on a multivariate approach and includes key indicators that provide the highest cumulative adjusted R-square figure. Economic factors include, but are not limited to, national unemployment, gross domestic product, market interest rates and property pricing indices. To arrive at the most predictive calculation, a lag factor was applied to these inputs, resulting in current and historic economic inputs driving the projection of loss over our reasonable, supportable forecast period which management has defined as 12 months for all portfolio segments. Following the reasonable and supportable forecast period loss experience immediately reverts to the longer run historical loss experience of the Company. The resultant loss rates are applied to the estimated future exposure at default (“EAD”), as determined based on contractual amortization terms through an average default month and estimated prepayment experience in arriving at the quantitative reserve within our allowance for credit losses.
The estimated loan losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses. The qualitative categories and the measurements used to quantify the risks within each of these categories are subjectively selected by management but measured by objective measurements period over period. The data for each measurement may be obtained from internal or external sources. The current period measurements are evaluated and assigned a factor commensurate with the current level of risk relative to past measurements over time. The resulting qualitative adjustments are applied to the relevant collectively evaluated loan portfolios. These adjustments are based upon quarterly trend assessments in projected economic sentiment, portfolio concentrations, policy exceptions, personnel retention, independent loan review results, collateral considerations, risk ratings and competition. The qualitative allowance allocation, as determined by the processes noted above, is increased or decreased for each loan segment based on the assessment of these various qualitative factors. Due to the inclusion of a lag factor in our quantitative economic analysis discussed above, the allowance for credit losses at the reporting date, is heavily influenced by the qualitative economic factor considered by management to be reflective of risk associated with the continued market disruption caused by elevated inflationary levels, supply chain issues and the impact of monetary policy on consumers and businesses.
Loans that do not share similar risk characteristics with the collectively evaluated pools are evaluated on an individual basis and are excluded from the collectively evaluated loan pools. Such loans are evaluated for credit losses based on either discounted cash flows or the fair value of collateral. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral, less selling costs. For loans for which foreclosure is not probable, but for which repayment is expected to be provided substantially through the operation or sale of the collateral, the Company has elected the practical expedient under ASC 326 to estimate expected credit losses based on the fair value of collateral, with selling costs considered in the event sale of the collateral is expected.
In assessing the adequacy of the allowance for credit losses, the Company considers the results of the Company’s ongoing, independent loan review process. The Company undertakes this process both to ascertain those loans in the portfolio with elevated credit risk and to assist in its overall evaluation of the risk characteristics of the entire loan portfolio. Its loan review process includes the judgment of management, independent internal loan reviewers and reviews that may have been conducted by third-party reviewers including regulatory examiners. The Company incorporates relevant loan review results when determining the allowance.
In accordance with CECL, losses are estimated over the remaining contractual terms of loans, adjusted for estimated prepayments. The contractual term excludes expected extensions, renewals and modifications unless such extensions, renewals or modifications are included in the original loan agreement and are not unconditionally cancellable by the Company. Credit losses are estimated on the amortized cost basis of loans, which includes the principal balance outstanding, purchase discounts and premiums and loan fees and costs. Accrued interest receivable, as allowed under ASU 2016-13, is excluded from the credit loss estimate. In addition, accrued interest receivable is presented separately on the balance sheets and is excluded from the tabular loan disclosures in Note 4.
The Company’s policies and procedures used to estimate the allowance for credit losses, as well as the resultant provision for credit losses charged to income, are considered adequate by management and are reviewed periodically by model validators, internal audit and regulators they are inherently approximate estimates and imprecise. There are factors beyond the Company’s control, such as changes in projected economic conditions, real estate markets or particular industry conditions which may materially impact asset quality and the adequacy of the allowance for credit losses and thus the resulting provision for credit losses.
Allowance for Credit Losses – Off-Balance-Sheet Credit Exposures
The Company estimates expected credit losses over the contractual term of obligations to extend credit, unless the obligation is unconditionally cancellable. The allowance for off-balance-sheet exposures is adjusted through other non-interest expense. The estimates are determined based on the likelihood of funding during the contractual term and an estimate of credit losses subsequent to funding. Estimated credit losses on subsequently funded balances are based on the same assumptions used to estimate credit losses on existing funded loans.
Transfers of Financial Assets: Transfers of financial assets are accounted for as sales when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Bank-Owned Life Insurance: The Company maintains insurance policies on certain key executives as well as policies from acquired institutions. Bank-owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. In some cases, the Company has entered into agreements with the insured which would require it to make one-time payments to the insured’s beneficiaries if certain conditions exist at the time of death.
Other Real Estate Owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less estimated cost to sell when acquired, thereby establishing a new cost basis. Generally, collateral properties are recorded as other real estate owned when the Company takes physical possession. Physical possession of residential real estate collateral occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Other real estate owned properties are subsequently accounted for at the lower of cost or fair value less estimated costs to sell. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed.
Premises and Equipment: Land is carried at cost. Premises and equipment are carried at cost less accumulated depreciation. Depreciation is an estimate and is charged to expense using the straight-line method over the estimated useful lives of the respective assets. The useful lives buildings and related components are estimated to be 39 years. The useful lives of furniture, fixtures and equipment are estimated to be 4 to 7 years. Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. Property held for sale is carried at the lower of cost or fair value.
Premises and equipment and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.
Lease Obligation. The Company evaluates contracts that convey the right to control the use of identified property, plant or equipment for a period of time for consideration to determine if they are lease obligations. The Company evaluates each lease component to determine if the lease qualifies as a financing lease or as an operating lease. Leases that meet any of the following criteria are considered financing leases: (1) the lease transfers ownership of the underlying asset by the end of the lease term; (2) the lease grants the Company an option to purchase the underlying asset that the Company is reasonably certain to exercise; (3) the lease term is the major part of the remaining economic life of the underlying asset; (4) the present value of the sum of the lease payments and any residual value guaranteed by the Company that is not already reflected in lease payments equals or exceeds substantially all of the fair value of the underlying asset; or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. If none of the financing lease criteria are met, the lease is considered an operating lease.
The Company evaluates each lease to determine the lease term which will be used based on the type and use of the leased equipment and future expected changes in operations. The resulting lease term will consist of the non-cancellable period for which the Company has the right to use the underlying asset plus (1) periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; (2) periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option; and (3) periods covered by an option to extend the lease in which exercise of the option is controlled by the lessor. The Company has certain leases that contain options to extend the lease and contain options for changes in lease payments which are evaluated by the Company to determine the recorded values for right-of-use assets and lease liability.
Lease payments that are contractually known at lease inception are used by the Company for calculating the right-of-use asset and lease liability. Lease payments that vary because of facts or circumstances after the commencement date of the lease from other than passage of time are treated as variable lease payments and are recorded to lease expense in the period in which the obligation for the payments are incurred by the Company. Variable lease payments are not part of the lease payments for determining the right-of-use asset or the lease liability at the lease commencement date.
The discount rate to initially determine the present value of the lease payments is based on the information available at the lease commencement date and is either the rate implicit in the lease or the Company’s incremental borrowing rate. If the rate implicit in the lease is known or determinable, that rate shall be used. If that rate is not known, the Company’s incremental borrowing rate shall be used.
Operating lease right-of-use assets and lease obligations are accounted for subsequent to initial recording by amortizing the right-of-use asset over the lease term on a straight-line method while the lease obligation is increased by the accrual of interest and decreased by subsequent lease payments. Operating lease right-of-use asset amortization and lease obligation interest are reported in non-interest expense in the Consolidated Statements of Income. Operating lease payments and variable lease payments are reflected within cash flows from operating activities in the Consolidated Statement of Cash Flows.
Financing lease right-of-use assets and lease obligations are accounted for subsequent to initial recording by amortizing the right-of-use asset similar to owned assets over the lesser of the lease term or economic life of the asset if the lease transfers ownership of the leased asset while the lease obligation is increased by the accrual of interest and decreased by subsequent lease payments. Financing lease right-of-use asset amortization is reported in non-interest expense, similar to other owned assets, and lease obligation interest accruals are reported in interest expense in the Consolidated Statements of Income. Financing lease obligation principal payments are reflected within cash flows from financing activities and interest payments and variable lease payments are reflected with the cash flows from operating activities in the Consolidated Statements of Cash Flows.
The Company evaluates lease modifications and will consider the modification a new contract if the modification grants the lessee an additional right of use not included in the original lease and the lease payments increase commensurate with the stand-alone price for the additional right-of-use asset. The Company will reallocate the remaining consideration in the contract and remeasure the lease liability using a discount rate for the lease determined at the effective date of the lease modification if the contract modification does any of the following: (1) grants the Company an additional right of use that was not included in the original contract; (2) extends or reduces the term of an existing lease; (3) fully or partially terminates an existing lease; or (4) changes the consideration in the contract only. The Company will recognize the remeasurement of the lease liability for the modification as an adjustment of the right-of-use asset when the contract modification grants additional right-of-use-assets, extends or reduces the term of the lease or changes the consideration of the lease contract. In the case of full or partial termination of the lease, the Company will decrease the carrying amount of the right-of-use-asset on a proportionate basis to the reduction in the lease liability with a gain or loss recognized for the difference between the lease liability adjustment and right of use asset adjustment.
If the Company modifies an operating lease, where the Company is the lessor, and the modification is not accounted for as a separate contract, the Company will account for the modification as if it were a termination of the existing lease and the creation of a new lease that commences on the effective date of the modification as follows:
If the modified lease is classified as an operating lease, the Company will consider any prepaid or accrued lease rentals relating to the original lease as part of the lease payments for the modified lease.
If the modified lease is classified as a direct financing lease or a sales-type lease, the Company will derecognize any deferred rent liability or accrued rent asset and adjust the selling profit or loss.
If the Company modifies a direct financing lease, where the Company is the lessor, and the modification is not accounted for as a separate contract, the Company will account for the modified lease as follows:
If the modified lease is classified as a direct financing lease, the Company will adjust the discount rate for the modified lease, so the initial net investment equals the carrying amount of the original lease at the modification effective date.
If the modified lease is classified as a sales-type lease, the Company shall determine the selling profit/loss on commencement date of the modified lease as the difference between the fair value of the underlying asset and net investment in the original lease prior to modification.
If the modified lease is classified as an operating lease, the carrying amount of the underlying asset shall equal the net investment in the original lease immediately before the effective date of the modification.
If the Company modifies a sales-type lease, where the Company is the lessor, and the modification is not accounted for as a separate contract, the Company will account for the modified lease as follows:
If the modified lease is classified as a direct financing lease, the Company will adjust the discount rate for the modified lease, so the initial net investment of the modified lease equals the carrying amount of the original lease at the modification effective date.
If the modified lease is classified as a direct financing lease, the Company will adjust the discount rate for the modified lease, so the initial net investment equals the carrying amount of the original lease at the modification effective date.
Federal Reserve Bank and Federal Home Loan Bank Stock: Federal Reserve Bank (“FRB”) and Federal Home Loan Bank (“FHLB”) stocks are required investments for institutions that are members of the FRB and FHLB systems. FRB and FHLB stocks are carried at cost, considered restricted securities and are periodically evaluated for impairment based on the ultimate recovery of par value. Both cash and stock dividends are reported as income.
Goodwill and Core Deposit Intangibles: Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Core deposit intangibles are acquired customer relationships arising from whole bank and branch acquisitions. Core deposit intangibles are initially measured at fair value and then amortized over their estimated useful lives using an accelerated method. The useful lives of the core deposits are estimated to generally be between seven andten years. Goodwill and core deposit intangibles are assessed at least annually for impairment and any such impairment is recognized and expensed in the period identified. The Company has selected December 31 as the date to perform its annual goodwill impairment test. Goodwill is the only intangible asset with an indefinite useful life.
Credit Related Financial Instruments: Credit related financial instruments include off-balance-sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.
Derivatives: The Company is exposed to interest rate risk primarily from the effect of interest rate changes on its interest-earning assets and its sources of funding these assets. The Company will periodically enter into interest rate swaps or interest rate caps/floors to manage certain interest rate risk exposure.
An interest rate swap is an agreement betweentwo entities to exchange cash flows in the future. The agreement sets the dates on which the cash flows will be paid and the manner in which the cash flows will be calculated. Typically, an interest rate swap transaction is used as an exchange of cash flows based on a fixed rate for cash flows based on a variable rate.
In an interest rate cap agreement, a cash flow is generated if the price or interest rate of an underlying variable rises above a certain threshold price or interest rate. In an interest rate floor agreement, a cash flow is generated if the price or interest rate of an underlying variable falls below a certain threshold price or interest rate. Caps and floors are designed as protection against the interest rate on a variable rate asset or liability rising above or falling below a certain level.
At the inception of a derivative contract, the Company designates the derivatives as one of three types. These three types are: (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value hedge”); (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”); or (3) an instrument with no hedging designation (“stand-alone derivative”).
The Company presents gains/(losses) on derivatives and hedging activities for qualifying hedges in the following manner. For a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item and net interest settlements, are recognized in net interest income in the same line as the earnings effect of the hedged item. For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings as non-interest income.
Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in non-interest income. Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged unless the derivative meets the criteria to be a financing derivative. All derivatives are recognized in the consolidated balance sheet at their fair values and are reported as either derivative assets or derivative liabilities net of accrued net settlements and collateral, if any. The individual derivative amounts are netted by counterparty when the netting requirements have been met. If these netted values are positive, they are classified as an asset and, if negative, they are classified as a liability.
The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, at least quarterly, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction is no longer probable, a hedged firm commitment is no longer firm or treatment of the derivative as a hedge is no longer appropriate or intended.
When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as non-interest income. When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or liability. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that are accumulated in other comprehensive income are amortized into earnings over the same periods which the hedged transactions will affect earnings.
The Company has historically entered into interest rate cap derivatives to assist with interest rate risk management. These derivatives are not designated as hedging instruments but rather as stand-alone derivatives. The fair values of stand-alone derivatives are included in other assets and other liabilities. Changes in fair value of stand-alone derivatives are recorded through earnings as non-interest income.
Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities and are computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position will 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 more likely than not to be realized on examination.
The Company recognizes interest and/or penalties related to income tax matters in income tax expense. There wereno material amounts to report for interest or penalties incurred in 2024, 2023, or 2022.
Earnings Per Common Share: Net income, less dividends and discount accretion on preferred stock, equals net income allocable to common stockholders. Basic earnings per common share is net income allocable to common stockholders divided by the weighted average number of common shares and vested restricted stock units outstanding during the period. Diluted earnings per common share include the dilutive effect of additional potential common shares of unexercised stock options, unvested restricted stock units, and pending employee stock purchase plan shares at period end.
Share-Based Payments: The Company has share-based payments which are described more fully in a subsequent note. Compensation expense associated with the stock option plan is based on the fair value of the options at the grant date. This compensation is expensed over the periods during which the options vest. Options vest based on the passage of time or the achievement of performance targets, depending on the structure of the related grant.
Compensation expense associated with restricted stock units and restricted stock agreements is based on the fair value of the units at the grant date. This compensation expense is recognized ratably over the service period stipulated in the grant agreement.
Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available-for-sale and cash flow hedges.
Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Additional discussion of loss contingencies at December 31, 2024, is presented in a subsequent note.
Restrictions on Cash: Cash on hand or on deposit with the Federal Reserve Bank was required to meet regulatory reserve and clearing requirements.
Dividend Restriction: Banking regulations require maintaining certain capital levels, positive undivided profits and a certain level of net income available to shareholders and may limit the dividends paid by the wholly-owned subsidiaries to the holding company or by the holding company to stockholders.
Fair Value: Fair values of financial instruments, impaired loans, other real estate owned and property held for sale are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, collateral values and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could materially affect the estimates.
Segment Information: As a community-oriented financial institution, substantially all of the Company’s operations involve the delivery of loan and deposit products to customers. Management makes operating decisions and assesses performance based on an ongoing review of these banking operations, which constitute the Company’s only operating segment for financial reporting purposes.
Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation. Management determined the items reclassified are immaterial to the consolidated financial statements, taken as a whole, and did not result in a change in equity or net income for years ended December 31, 2024, 2023, and 2022.
Recent Accounting Pronouncements:
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 provide for new disclosures which: (1) require that a public entity disclose on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss; (2) require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition; (3) require that a public entity provide all annual disclosures about a reportable segment's profit or loss and assets currently required by Topic 280 in interim periods; (4) allows more than one measure of segment profit or loss used by the CODM when assessing segment performance and deciding how to allocate resources to be disclosed; (5) require disclosure of title and position of CODM and explain how the CODM uses the disclosed reported measures to assess segment performance; and (6) require that a public entity that has a single reportable segment provide all the disclosures required by the amended Topic 280. The amendments in this update are effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments in this update are required to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories and the amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company adopted this accounting standard effective January 1, 2024, and the Company's financial condition, results of operations and cash flows were not impacted by this guidance. The Company has provided the required disclosures for its single reportable segment.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 require public business entities on an annual basis to disclose: (1) specific categories in the rate reconciliation; (2) provide additional information for reconciling items that meet a quantitative threshold of five percent of pretax income multiplied by the statutory rate; (3) provide a qualitative description of the state and local jurisdictions that make up a majority of the state and local income tax category; (4) requires the entity to provide an explanation of the nature, effect and underlying causes of the reconciling items disclosed and the judgment used in categorizing the reconciling items; (5) requires that all entities disclose on an annual basis income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes, and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than five percent of total income taxes paid (net of refunds); (6) requires disclosure of income from continuing operations before income tax expense to be disaggregated between domestic and foreign, and income tax expense disaggregated by federal, state and foreign; and (7) removes the disclosures of estimating the range of reasonably possible change in unrecognized tax benefits balance in the next 12 months and removes the requirement to disclose the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures. The amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis; however, retrospective application is permitted. The Company's financial condition, results of operations and cash flows will not be impacted by this guidance; however, this guidance will impact the Company's financial statement disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. The amendments in ASU 2024-03, update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments will require an the Company to disclose employee compensation, depreciation, and intangible amortization included in each relevant expense caption on the face of the income statement. In addition, certain amounts already required to be disclosed under other current GAAP will be disclosed in this disaggregation and a qualitative description of the remaining amounts remaining in each relevant expense caption. The amendments in this update are effective for annual periods beginning after December 15, 2026, and early adoptions is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis; however, retrospective application is permitted. The Company's financial condition, results of operations and cash flows will not be impacted by this guidance; however, this guidance will impact the Company's financial statement disclosures.
In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures - Clarifying the Effective Date. The amendments in ASU 2025-01, clarify that all public entities should initially adopt the disclosure requirements of ASU 2024-03 in the first annual reporting period beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The transition guidance included in ASU 2024-03 is unchanged by this guidance. The Company's financial condition, results of operations and cash flows will not be impacted by this guidance; however, this guidance will impact the Company's financial statement disclosures.
NOTE 2 – BUSINESS COMBIN ATIONS
At close of business on February 9, 2024, the Company acquired 100% of the outstanding common shares of Rockhold BanCorp ("Rockhold"), the holding company of the Bank of Kirksville (“BOK”), based in Kirksville, Missouri. Results of operations of BOK were included in the Company’s results of operations beginning February 10, 2024. Acquisition-related costs associated with this acquisition were $3,420 ($2,597 on an after-tax basis) and are included in merger expense in the Company’s income statement for the year ended December 31, 2024.
Information necessary to recognize the fair value of assets acquired and liabilities assumed is complete. The acquisition was and expansion to the Company's current footprint in Missouri with the addition of eight branch locations in the Kirksville area.
The following table summarizes the amounts of assets acquired and liabilities assumed by BOK on February 9, 2024.
| Fair value of consideration: | |
|---|---|
| Cash | $44,304 |
| $44,304 | |
| Recognized amounts of identifiable assets acquired and liabilities assumed: | |
| Cash and due from banks | $105,218 |
| Available-for-sale securities | 164,629 |
| Loans | 118,131 |
| Premises and equipment | 3,473 |
| Core deposit intangibles | 11,530 |
| Other assets | 3,255 |
| Total assets acquired | 406,236 |
| Deposits | 349,777 |
| Federal funds purchased and retail repurchase agreements | 8,818 |
| Interest payable and other liabilities | 2,037 |
| Total liabilities assumed | 360,632 |
| Total identifiable net assets | 45,604 |
| Bargain purchase gain | (1,300) |
| $44,304 | |
Thefollowing tables reconcile the par value of BOK loan portfolio as of the purchase date to the fair value indicated in the table above. For non-purchase credit deteriorated assets, the entire fair value adjustment including both interest and credit related components is recorded as an adjustment to par (“Fair Value Marks”) and reflected as an adjustment to the carrying value of that asset withinthe Consolidated Balance Sheet. Following purchase, an ACL is also established for these non-purchase credit deteriorated assets which is not reflected in this table as it is accounted for outside of the business combination. For purchase-credit deteriorated assets, as required by CECL, the fair value mark is divided between an adjustment to par (“Non-Credit Rate Marks”) and an addition to the ACL (“Credit Marks in ACL”). The addition to ACL is based on the application of management’s CECL methodology to the individual loans.
| Non-Purchase Credit Deteriorated Loans · Loan Par Value · Fair Value Marks · Purchase Price | |||||||
|---|---|---|---|---|---|---|---|
| Commercial real estate | $1,959 | $(85) | $1,874 | ||||
| Commercial and industrial | 32,300 | (578) | 31,722 | ||||
| Residential real estate | 42,318 | (1,182) | 41,136 | ||||
| Agricultural | 37,641 | (949) | 36,692 | ||||
| Consumer | 1,373 | (36) | 1,337 | ||||
| Total non-PCD loans | $115,591 | $(2,830) | $112,761 | ||||
| Purchase Credit Deteriorated Loans | Loan Par Value | Fair Value Marks | Credit Marksin ACL | Purchase Price | |||
| Commercial and industrial | $1,366 | $(178) | $(119) | $1,069 | |||
| Residential real estate | 2,044 | (210) | (183) | 1,651 | |||
| Agricultural | 3,316 | (472) | (284) | 2,560 | |||
| Consumer | 115 | (15) | (10) | 90 | |||
| Total PCD loans | $6,841 | $(875) | $(596) | $5,370 | |||
| Total Purchased Loans | Purchase Price | ||||||
| Non-Purchase Credit Deteriorated Loans | $112,761 | ||||||
| Purchase Credit Deteriorated Loans | 5,370 | ||||||
| Total loans | $118,131 | ||||||
At close of business on July 1, 2024, the Company acquired 100% of the outstanding common shares of KansasLand Bancshares, Inc. ("KansasLand"), the holding company of KansasLand Bank (“KSL”), which has two branch locations in Quinter and Americus, Kansas. Results of operations of KSL were included in the Company’s results of operations beginning July 2, 2024. Acquisition-related costs associated with this acquisition were $1,041 ($791 on an after-tax basis) and are included in merger expense in the Company’s income statement for the year ended December 31, 2024.
Information necessary to recognize the fair value of assets acquired and liabilities assumed is currently still on-going. The acquisition was and expansion to the Company's current footprint in Western Kansas with the addition of two branch locations.
The following table summarizes the amounts of assets acquired and liabilities assumed by KSL on July 1, 2024.
| Fair value of consideration: | |
|---|---|
| Cash | $100 |
| $100 | |
| Recognized amounts of identifiable assets acquired and liabilities assumed: | |
| Cash and due from banks | $1,361 |
| Available-for-sale securities | 20,004 |
| Loans | 27,926 |
| Premises and equipment | 372 |
| Core deposit intangibles | 506 |
| Other assets | 1,764 |
| Total assets acquired | 51,933 |
| Deposits | 42,418 |
| Federal funds purchased and retail repurchase agreements | 780 |
| Federal Home Loan Bank advances | 7,049 |
| Bank Stock Loan | 691 |
| Interest payable and other liabilities | 64 |
| Total liabilities assumed | 51,002 |
| Total identifiable net assets | 931 |
| Bargain purchase gain | (831) |
| $100 | |
The following tables reconcile the par value of KSL loan portfolio as of the purchase date to the fair value indicated in the table above. For non-purchase credit deteriorated assets, the entire fair value adjustment including both interest and credit related components is recorded as an adjustment to par (“Fair Value Marks”) and reflected as an adjustment to the carrying value of that asset within the Consolidated Balance Sheet. Following purchase, an ACL is also established for these non-purchase credit deteriorated assets which is not reflected in this table as it is accounted for outside of the business combination. For purchase-credit deteriorated assets, as required by CECL, the fair value mark is divided between an adjustment to par (“Non-Credit Rate Marks”) and an addition to the ACL (“Credit Marks in ACL”). The addition to ACL is based on the application of management’s CECL methodology to the individual loans.
| Non-Purchase Credit Deteriorated Loans · Loan Par Value · Fair Value Marks · Purchase Price | |||||||
|---|---|---|---|---|---|---|---|
| Commercial real estate | $163 | $(14) | $149 | ||||
| Commercial and industrial | 4,549 | (258) | 4,291 | ||||
| Residential real estate | 7,053 | (103) | 6,950 | ||||
| Agricultural real estate | 9,644 | (387) | 9,257 | ||||
| Agricultural | 2,133 | (7) | 2,126 | ||||
| Consumer | 1,524 | (6) | 1,518 | ||||
| Total non-PCD loans | $25,066 | $(775) | $24,291 | ||||
| Purchase Credit Deteriorated Loans | Loan Par Value | Discounts from Other Factors Excluding ACL | Credit Marksin ACL | Purchase Price | |||
| Commercial and industrial | 109 | (14) | (9) | 86 | |||
| Residential real estate | 479 | (48) | (43) | 388 | |||
| Agricultural real estate | 3,717 | (419) | (330) | 2,968 | |||
| Agricultural | 244 | (29) | (22) | 193 | |||
| Total PCD loans | $4,549 | $(510) | $(404) | $3,635 | |||
| Total Purchased Loans | Purchase Price | ||||||
| Non-Purchase Credit Deteriorated Loans | $24,291 | ||||||
| Purchase Credit Deteriorated Loans | 3,635 | ||||||
| Total loans | $27,926 | ||||||
Assuming the Rockhold and KansasLand acquisitions would have taken place on January 1, 2023, total combined revenue would have been $226,915 for the year ended December 31, 2024, and $141,078 for the year ended December 31, 2023. Net income would have been $65,077 at December 31, 2024, and $7,518 at December 31, 2023. The pro forma amounts disclosed exclude merger expense from non-interest expense, which is considered a non-recurring adjustment. Separate revenue and earnings of the former Rockhold locations are not available subsequent to the acquisition.
At the close of business on June 24, 2022, the Company sold three branch locations located in Belleville, Clyde and Concordia, Kansas to United Bank and Trust ("UBT"). Results of the branch sale were included in the Company's results of operations beginning June 27, 2022. Branch sale related costs were $18 ($14 on an after-tax basis) and are included in merger expense in the Company's income statement for the year ended December 31, 2022. At December 31, 2023, there were no costs related to this branch sale.
The following table summarizes the carrying value of assets sold and liabilities assumed by UBT on June 24, 2022.
| Summary of assets sold and liabilities | |
|---|---|
| assumed by UBT: | |
| Cash and due from banks | $508 |
| Loans | 26,110 |
| Premises and equipment | 1,225 |
| Goodwill | 1,364 |
| Core deposit intangible | 164 |
| Other assets | 391 |
| Total assets sold | 29,762 |
| Deposits | 52,714 |
| Interest payable and other liabilities | 19 |
| Total liabilities assumed by UBT | 52,733 |
| Total net assets | (22,971) |
| Cash paid | 22,431 |
| Gain on branch sale | $(540) |
The following tables present the carrying value of loans and deposits sold to UBT on June 24, 2022.
| Commercial real estate | $793 |
|---|---|
| Commercial and industrial | 537 |
| Residential real estate | 521 |
| Agricultural real estate | 23,685 |
| Consumer | 574 |
| Total sold loans | $26,110 |
| Demand | $15,817 |
|---|---|
| Total non-interest-bearing deposits | 15,817 |
| Demand, savings and money markets | 28,615 |
| Time | 8,282 |
| Total interest-bearing deposits | 36,897 |
| Total deposits | $52,714 |
At the close of business on November 10, 2022, the Company soldone branch location located in Cordell, Oklahoma to High Plains Bank ("HPB"). Results of the branch sale were included in the Company's results of operations beginning November 14, 2022. There wereno branch sale related costs on the Company's income statement for the year ended December 31, 2022. At December 31, 2023, there wereno costs related to this branch sale.
The following table summarizes the carrying value of assets sold and liabilities assumed by HPB on November 10, 2022.
| Summary of assets sold and liabilities | |
|---|---|
| assumed by HPB: | |
| Cash and due from banks | $176 |
| Loans | 26 |
| Premises and equipment | 211 |
| Core deposit intangible | 77 |
| Total assets sold | 490 |
| Deposits | 19,057 |
| Interest payable and other liabilities | 7 |
| Total liabilities assumed by HPB | 19,064 |
| Total net assets | (18,574) |
| Cash paid | 18,152 |
| Gain on branch sale | $(422) |
The following tables present the carrying value of loans and deposits sold to HPB on November 10, 2022.
| Consumer | $26 |
|---|---|
| Total sold loans | $26 |
| Demand, savings and money markets | $12,889 |
|---|---|
| Time | 6,168 |
| Total interest-bearing deposits | 19,057 |
| Total deposits | $19,057 |
NOTE 3 – INVESTMENTS
The amortized cost and fair value of available-for-sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as follows.
| AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | Allowance for Credit Losses | Fair Value | |
|---|---|---|---|---|---|
| Available-for-sale securities | |||||
| U.S. Government-sponsored entities | $71,173 | $68 | $(6,147) | $— | $65,094 |
| U.S. Treasury securities | 86,523 | 118 | (78) | — | 86,563 |
| Mortgage-backed securities | |||||
| Government-sponsored residential mortgage-backed securities | 624,228 | 946 | (36,002) | — | 589,172 |
| Private label residential mortgage-backed securities | 144,971 | — | (20,307) | — | 124,664 |
| Corporate | 61,947 | 177 | (3,472) | — | 58,652 |
| Small Business Administration loan pools | 6,542 | — | (276) | — | 6,266 |
| State and political subdivisions | 83,868 | 27 | (9,851) | — | 74,044 |
| $1,079,252 | $1,336 | $(76,133) | $— | $1,004,455 | |
| Available-for-sale securities | |||||
| U.S. Government-sponsored entities | $39,103 | $— | $(6,016) | $— | $33,087 |
| U.S. Treasury securities | 89,999 | 28 | (771) | — | 89,256 |
| Mortgage-backed securities | |||||
| Government-sponsored residential mortgage-backed securities | 560,674 | 3,872 | (35,403) | — | 529,143 |
| Private label residential mortgage-backed securities | 161,174 | — | (23,333) | — | 137,841 |
| Corporate | 56,722 | — | (7,039) | — | 49,683 |
| Small Business Administration loan pools | 8,066 | — | (339) | — | 7,727 |
| State and political subdivisions | 81,458 | 74 | (8,621) | — | 72,911 |
| $997,196 | $3,974 | $(81,522) | $— | $919,648 | |
The amortized cost and fair value of held-to-maturity securities and the related gross unrealized gains and losses were as follows.
| AmortizedCost · GrossUnrecognizedGains · GrossUnrecognizedLosses · Allowance for Credit Losses · Fair Value | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Held-to-maturity securities | ||||||||||
| Mortgage-backed securities | ||||||||||
| Government-sponsored residential mortgage-backed securities | $3,932 | $3 | $(26) | $— | $3,909 | |||||
| State and political subdivisions | 1,285 | 26 | (6) | — | $1,305 | |||||
| $5,217 | $29 | $(32) | $— | $5,214 | ||||||
| Held-to-maturity securities | ||||||||||
| Mortgage-backed securities | ||||||||||
| Government-sponsored residential mortgage-backed securities | $1,094 | $3 | $— | $— | $1,097 | |||||
| State and political subdivisions | 1,115 | 38 | — | — | 1,153 | |||||
| $2,209 | $41 | $— | $— | $2,250 | ||||||
The fair value and amortized cost of debt securities at December 31, 2024, by contractual maturity, is shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.
| Available-for-Sale | Held-to-Maturity | |||
|---|---|---|---|---|
| AmortizedCost | FairValue | AmortizedCost | FairValue | |
| Within one year | $89,422 | $89,390 | $— | $— |
| One to five years | 52,916 | 52,734 | — | — |
| Five to ten years | 129,925 | 117,105 | 172 | 167 |
| After ten years | 37,790 | 31,390 | 1,113 | 1,138 |
| Mortgage-backed securities | 769,199 | 713,836 | 3,932 | 3,909 |
| Total debt securities | $1,079,252 | $1,004,455 | $5,217 | $5,214 |
The following table shows the carrying value and fair value of securities pledged as collateral, to secure public deposits, borrowings from the Federal Reserve Bank and retail purchase obligations at December 31, 2024, and December 31, 2023.
| December 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Book Value | Fair Value | Book Value | Fair Value | |
| Public fund deposits | $732,935 | $690,855 | $509,010 | $488,270 |
| Federal Home Loan Bank pledging | 104,888 | 90,406 | 84,421 | 72,293 |
| Federal Reserve Bank borrowings | 10,481 | 10,358 | 158,382 | 141,125 |
| Retail repurchase agreements | 49,021 | 45,249 | 51,548 | 47,282 |
| Total securities pledged | $897,325 | $836,868 | $803,361 | $748,970 |
The following tables show gross unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2024, and 2023.
| Less Than 12 Months | 12 Months or More | Total | ||||
|---|---|---|---|---|---|---|
| FairValue | UnrealizedLoss | FairValue | UnrealizedLoss | FairValue | UnrealizedLoss | |
| Available-for-sale securities | ||||||
| U.S. Government-sponsored entities | $15,084 | $(62) | $32,195 | $(6,085) | $47,279 | $(6,147) |
| U.S. Treasury securities | 2,940 | (1) | 19,943 | (77) | 22,883 | (78) |
| Mortgage-backed securities | ||||||
| Government-sponsored residential mortgage-backed securities | 168,783 | (1,600) | 268,364 | (34,402) | 437,147 | (36,002) |
| Private label residential mortgage-backed securities | — | — | 124,664 | (20,307) | 124,664 | (20,307) |
| Corporate | 1,765 | (34) | 47,022 | (3,438) | 48,787 | (3,472) |
| Small Business Administration loan pools | 3,983 | (3) | 2,284 | (273) | 6,267 | (276) |
| State and political subdivisions | 7,948 | (89) | 62,119 | (9,762) | 70,067 | (9,851) |
| Total | $200,503 | $(1,789) | $556,591 | $(74,344) | $757,094 | $(76,133) |
| Available-for-sale securities | ||||||
| U.S. Government-sponsored entities | $— | $— | $33,087 | $(6,016) | $33,087 | $(6,016) |
| U.S. Treasury securities | — | — | 19,413 | (771) | 19,413 | (771) |
| Mortgage-backed securities | ||||||
| Government-sponsored residential mortgage-backed securities | 7,799 | (5) | 306,858 | (35,398) | 314,657 | (35,403) |
| Private label residential mortgage-backed securities | — | — | 137,841 | (23,333) | 137,841 | (23,333) |
| Corporate | — | — | 49,683 | (7,039) | 49,683 | (7,039) |
| Small Business Administration loan pools | 5,097 | (14) | 2,630 | (325) | 7,727 | (339) |
| State and political subdivisions | 11,386 | (768) | 57,326 | (7,853) | 68,712 | (8,621) |
| Total | $24,282 | $(787) | $606,838 | $(80,735) | $631,120 | $(81,522) |
| Less Than 12 Months | 12 Months or More | Total | ||||
| FairValue | UnrecognizedLoss | FairValue | UnrecognizedLoss | FairValue | UnrecognizedLoss | |
| Held-to-maturity securities | ||||||
| Residential mortgage-backed (issued by government-sponsored entities) | $853 | $(26) | $— | $— | $853 | $(26) |
| State and political subdivisions | 167 | (6) | — | — | 167 | (6) |
| Total | $1,020 | $(32) | $— | $— | $1,020 | $(32) |
| Held-to-maturity securities | ||||||
| Residential mortgage-backed (issued by government-sponsored entities) | $— | $— | $— | $— | $— | $— |
| State and political subdivisions | — | — | — | — | — | — |
| Total | $— | $— | $— | $— | $— | $— |
The tables above present unrealized losses on available-for-sale securities since the date of purchase, independent of the impact associated with changes in cost basis upon transfer from the available-for-sale designation to the held-to-maturity designation. As of December 31, 2024, the Company held 485 available-for-sale securities in an unrealized loss position andtwo held-to-maturity security in an unrecognized loss position.
Unrealized losses on securities have not been recognized into income because the security issuers are of high credit quality, management does not intend to sell and it is more likely than not that the Company will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates. The fair value is expected to recover as the securities approach maturity.
The Company's available-for-sale and held-to-maturity investments that carry some form of credit risk are the investments in private label residential mortgage-backed securities, corporate securities and state and political subdivisions securities.
The Company's private label residential mortgage-backed exposure consists of 32 securities held by the Company and are senior in the capital structure, carry substantial credit enhancement and are 20% risk weighted by the Simplified Supervisory Formula Approach ("SSFA"). At December 31, 2024, the Company doesnot anticipate any credit losses in the private label residential mortgage-backed securities portfolio.
The Company's corporate debt exposure consists of 19 separate positions in U.S. financial institutions, all of which the Company has determined to be investment grade either by a Nationally Recognized Statistical Ratings Organization ("NRSRO") or by internal review. Substantially all of the positions are subordinated debt issued by bank holding companies. The Company periodically reviews financial data of the issuers to ensure their continued investment grade status. At December 31, 2024, the Company doesnot anticipate any credit losses in the corporate debt securities portfolio.
The Company's portfolio of state and political subdivisions securities is comprised of 168 positions of which 86% of the positions are rated "A" or better by a NRSRO, and 62% of the overall portfolio is made up of general obligation bonds. The Company periodically reviews financial data of the entities and regularly monitors credit ratings changes of the entities. At December 31, 2024, the Company doesnot anticipate any credit losses in the state and political subdivisions securities portfolio.
The proceeds from sales and the associated gains and losses on available-for-sale securities reclassified from other comprehensive income to income are listed below.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Proceeds | $16,133 | $490,108 | $3,265 |
| Gross gains | 31 | — | 115 |
| Gross losses | 298 | 52,013 | 36 |
| Income tax expense (benefit) on net realized gains (losses) | (65) | (12,740) | 20 |
The Company also invests in several other investments, including investments in stocks and partnerships, which are included in other assets. The following table shows the various investment balances and method of accounting at December 31, 2024 and 2023.
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Investments in equity securities | ||
| Accounted for at fair value through net income | $1,009 | $674 |
| Accounted for at amortized cost assessed for impairment | 1,982 | 1,397 |
| Total investments in stocks | 2,991 | 2,071 |
| Investments in partnerships | ||
| Accounted for at equity method | 2,500 | 2,345 |
| Accounted for at hypothetical liquidation book value | 1,961 | 2,403 |
| Accounted for at proportional amortization | 23,498 | 24,296 |
| Total investments in partnerships | 27,959 | 29,044 |
| Total other investments | $30,950 | $31,115 |
The unrealized gain/(loss) for investments accounted for at fair value that were still held at the reporting period were $3, $104 and ($74) at December 31, 2024, 2023, and 2022.
The Company invests in certain qualified affordable housing projects, solar tax credits, and historic tax credits which are designated as being accounted for under proportional amortization. These investment balances are reflected in the other assets line in the consolidated balance sheets. Total unfunded commitments accounted for using the proportional amortization method totaled$12,067, $19,315 and $15,218 at December 31, 2024, 2023, and 2022. The Company expects to fulfill these commitments during the years 2025 through 2039.
The following table discloses the financial statement impact of tax credit investments at December 31, 2024 and 2023.
| Income Tax Credits Recognized During Period (a) | Other Income Tax Benefits (a) | Total Tax Benefits | Investment Amortization Included in Income Tax Expense | |
|---|---|---|---|---|
| Investments and tax credit structures: | ||||
| Included in proportional amortization | $(10,757) | $(844) | $(11,601) | $9,299 |
| Not included in proportional amortization | $8 | $210 | $218 | $— |
| (a) Reported in income tax expense on consolidated statements of income and reported in net change in other assets on consolidated statements of cash flows. | ||||
| Income Tax Credits Recognized During Period (a) | Other Income Tax Benefits (a) | Total Tax Benefits | Investment Amortization Included in Income Tax Expense | |
|---|---|---|---|---|
| Investments and tax credit structures: | ||||
| Included in proportional amortization | $(11,734) | $(1,615) | $(13,349) | $11,865 |
| Not included in proportional amortization | $(3,745) | $(664) | $(4,409) | $— |
| (a) Reported in income tax expense on consolidated statements of income and reported in net change in other assets on consolidated statements of cash flows. | ||||
The investments and tax credit structures that are included in proportional amortization are low income housing tax credits, historic tax credits and solar tax credits. The amortization plus the total tax benefits for these investments are recorded in the income tax expense line in the consolidated statements of income and change in other assets in the consolidated statements of cash flows. Any cash distributions received on these investments are recorded to the other non-interest income line in the consolidated statements of income and net redemptions or purchases of correspondent and miscellaneous other stock line in the consolidated statements of cash flows. The investments and tax credit structures not included in proportional amortization have the losses reported in other non-interest expense and gains/losses from regular distributions and distributions from liquidation are reported in other non-interest income consolidated statements of income. Net redemptions or purchases of these investment and tax credit structures is reported in net redemptions (purchases) of correspondent and miscellaneous other stock in the consolidated statements of cash flows. During the year ended December 31, 2022, the Company recognized amortization expense of low income housing tax credits of $1,953, which was included in pretax income on the consolidated statements of income. The amortization expense for the year ended December 31, 2024, and 2023 is included in the table above in the investment amortization included in income tax expense. Additionally, during the years ended December 31, 2024, 2023, and 2022 the Company recognized tax credits from its investment in affordable housing tax credits of $1,793, $1,327 and $906.
Contingent contributions for investment tax credit structures not subject to proportional amortiz ation were zero and $4 for the years ended December 31, 2024, and 2023.
NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES
Types of loans and normal collateral securing those loans are listed below.
Commercial real estate mortgage loans: Owner occupied commercial real estate mortgage loans are secured by commercial office buildings, industrial buildings, warehouses or retail buildings where the owner of the building occupies the property. For such loans, repayment is largely dependent upon the operation of the borrower's business.
Commercial and industrial: Commercial and industrial loans include loans to business enterprises issued for commercial, industrial and/or other professional purposes. These loans are generally secured by equipment, inventory and accounts receivable of the borrower and repayment is primarily dependent on business cash flows.
Residential real estate mortgage loans: Residential real estate mortgage consists primarily of loans secured by 1-4 family residential properties, including home equity lines of credit. Repayment is primarily dependent on the personal cash flow of the borrower.
Agricultural real estate loans: Agricultural real estate loans are secured by real estate related to farmland and are affected by the value of farmland. Generally, the borrower’s ability to repay is based on the value of farmland and cash flows from farming operations.
Agricultural production loans: Agricultural production loans are primarily operating lines subject to annual farming revenues, including productivity and yield of farm products and market pricing at the time of sale.
Consumer: Consumer loans include all loans issued to individuals not included in the categories above. Examples of consumer and other loans are automobile loans, consumer credit cards and loans to finance education, among others. Many consumer loans are unsecured. Repayment is primarily dependent on the personal cash flow of the borrower.
The following table reconciles the outstanding balance of loans at December 31, 2024 and 2023.
| 2024 | 2023 | |
|---|---|---|
| Net loan balance | $3,504,218 | $3,333,689 |
| Loan origination fees and expenses | (848) | (1,375) |
| Merger fair value adjustments | (6,300) | (3,650) |
| Hedge fair market value adjustments | (1,658) | (1,826) |
| Purchased premium and discounts | 5,404 | 6,063 |
| Total | $3,500,816 | $3,332,901 |
The following table lists categories of loans at December 31, 2024 and 2023.
| 2024 | 2023 | |
|---|---|---|
| Commercial real estate | $1,830,514 | $1,759,855 |
| Commercial and industrial | 658,865 | 598,327 |
| Residential real estate | 566,766 | 556,328 |
| Agricultural real estate | 267,248 | 196,114 |
| Agricultural | 87,339 | 118,587 |
| Consumer | 90,084 | 103,690 |
| Total loans | 3,500,816 | 3,332,901 |
| Allowance for credit losses | (43,267) | (43,520) |
| Net loans | $3,457,549 | $3,289,381 |
From time to time the Company has purchased pools of residential real estate loans originated by other financial institutions to hold for investment with the intent to diversify the residential real estate portfolio. During 2024 and 2023 the Company didnot purchase any pools of residential loans. As of December 31, 2024, and 2023, residential real estate loans include $274,922 and $299,448 of purchased residential real estate loans.
The Company occasionally purchases the government guaranteed portion of loans originated by other financial institutions to hold for investment. During 2024 and 2023, the Company purchased $49,086 and $1,235 in loans guaranteed by governmental agencies.
The unamor tized discount of merger purchase accounting adjustments related to non-purchase credit deteriorated loans included in the loan totals above are $4,659 and $2,424 with related loans of $252,309 and $209,662 at December 31, 2024, and 2023.
Overdraft deposit accounts are reclassified and included in consumer loans above. These accounts totaled $329 and $387 at December 31, 2024, and 2023.
The Company estimates the allowance for credit losses under CECL using relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Internal historical loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency levels or loan terms, as well as, for changes in environmental conditions, such as changes in unemployment rates, property values, consumer price index, gross domestic product, housing starts or relevant index, U.S. personal income, U.S. housing price indices, federal funds target and various U.S. Government interest rates.
The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Company has identified commercial real estate, commercial and industrial, residential real estate, agricultural real estate, agricultural production and consumer as portfolio segments and measures the allowance for credit losses using a historical loss rate method for each segment to estimate credit losses on a collective basis. The Company’s CECL calculation utilizes historical loss rates, average default month, average prepayment rates and exposure at default as assumptions to calculate an unadjusted historical loss estimate for the contractual term of the loans adjusted for prepayment. The historical loss estimate is then adjusted for the anticipated changes in the Company’s historical loss rate using a regression analysis and current economic variables over the next 12 months. The Company has selected 12 months as its reasonable and supportable forecast period and has selected an immediate reversion back to unadjusted historical loss rates for periods beyond the reasonable and supportable forecast period. The calculated historical loss estimate and the economic qualitative adjustment are further evaluated for change via a management qualitative adjustment factor. Management qualitative adjustments typically are anticipated changes in loss trends that are not reflected in the historical data to be used in forecasting.
The Company evaluates all loans that do not share risk characteristics on an individual basis for estimating the allowance for credit loss. Loans evaluated on an individual basis are not included in the collective basis. The Company currently reviews all loans that are classified as non-accrual on an individual basis. The Company typically elects the collateral-dependent practical expedient on all loans individually assessed for credit losses and expected credit losses are based on the fair value of the collateral at the reporting date adjusted for selling costs as appropriate.
The Company’s ACL is highly dependent on credit quality, macroeconomic forecasts and conditions, the composition of our loan portfolio and other management judgments. The current management adjustment represents a significant portion of the Company’s ACL and is comprised of the estimated impact to ACL from the impact of inflation and the associated monetary policy response and the impact of global market disruption.
The following tables present the activity in the allowance for credit losses by class for the years ended December 31, 2024, 2023, and 2022.
| December 31, 2024 | CommercialReal Estate | CommercialandIndustrial | ResidentialRealEstate | AgriculturalRealEstate | Agricultural | Consumer | Total |
|---|---|---|---|---|---|---|---|
| Allowance for credit losses: | |||||||
| Beginning balance | $13,476 | $17,954 | $7,784 | $1,718 | $995 | $1,593 | $43,520 |
| Provision (reversal) for credit losses | 1,525 | (1,290) | 681 | 1,464 | (859) | 1,025 | 2,546 |
| Initial PCD on Acquired loans | — | 128 | 227 | 330 | 306 | 9 | 1,000 |
| Loans charged-off | (97) | (3,185) | (183) | (100) | (28) | (1,023) | (4,616) |
| Recoveries | 44 | 398 | 44 | 92 | 25 | 214 | 817 |
| Total ending allowance balance | $14,948 | $14,005 | $8,553 | $3,504 | $439 | $1,818 | $43,267 |
| December 31, 2023 | CommercialReal Estate | CommercialandIndustrial | ResidentialRealEstate | AgriculturalRealEstate | Agricultural | Consumer | Total |
|---|---|---|---|---|---|---|---|
| Allowance for credit losses: | |||||||
| Beginning balance | $16,731 | $14,951 | $8,608 | $819 | $2,457 | $2,281 | $45,847 |
| Provision (reversal) for credit losses | (3,330) | 6,703 | (806) | 945 | (1,509) | (130) | 1,873 |
| Loans charged-off | (20) | (3,791) | (80) | (54) | (108) | (901) | (4,954) |
| Recoveries | 95 | 91 | 62 | 8 | 155 | 343 | 754 |
| Total ending allowance balance | $13,476 | $17,954 | $7,784 | $1,718 | $995 | $1,593 | $43,520 |
| December 31, 2022 | CommercialReal Estate | CommercialandIndustrial | ResidentialRealEstate | AgriculturalRealEstate | Agricultural | Consumer | Total |
|---|---|---|---|---|---|---|---|
| Allowance for loan losses: | |||||||
| Beginning balance | $22,478 | $12,248 | $5,560 | $2,235 | $3,756 | $2,088 | $48,365 |
| Provision (reversal) for credit losses | (4,554) | 3,293 | 3,104 | (1,389) | (1,264) | 935 | 125 |
| Loans charged-off | (1,297) | (857) | (99) | (35) | (46) | (1,009) | (3,343) |
| Recoveries | 104 | 267 | 43 | 8 | 11 | 267 | 700 |
| Total ending allowance balance | $16,731 | $14,951 | $8,608 | $819 | $2,457 | $2,281 | $45,847 |
The following tables present the recorded investment in loans and the balance in the allowance for credit losses by portfolio and class based on impairment method as of December 31, 2024, and 2023.
| December 31, 2024 | CommercialReal Estate | CommercialandIndustrial | ResidentialRealEstate | AgriculturalRealEstate | Agricultural | Consumer | Total |
|---|---|---|---|---|---|---|---|
| Allowance for credit losses: | |||||||
| Individually evaluated for credit losses | $1,053 | $1,618 | $1,167 | $701 | $147 | $201 | $4,887 |
| Collectively evaluated for credit losses | 13,895 | 12,387 | 7,386 | 2,803 | 292 | 1,617 | 38,380 |
| Total | $14,948 | $14,005 | $8,553 | $3,504 | $439 | $1,818 | $43,267 |
| Loan Balance: | |||||||
| Individually evaluated for credit losses | $7,854 | $8,593 | $4,996 | $5,839 | $1,740 | $871 | $29,893 |
| Collectively evaluated for credit losses | 1,822,660 | 650,272 | 561,770 | 261,409 | 85,599 | 89,213 | 3,470,923 |
| Total | $1,830,514 | $658,865 | $566,766 | $267,248 | $87,339 | $90,084 | $3,500,816 |
| December 31, 2023 | CommercialReal Estate | CommercialandIndustrial | ResidentialRealEstate | AgriculturalRealEstate | Agricultural | Consumer | Total |
|---|---|---|---|---|---|---|---|
| Allowance for credit losses: | |||||||
| Individually evaluated for credit losses | $582 | $1,644 | $1,113 | $674 | $598 | $154 | $4,765 |
| Collectively evaluated for credit losses | 12,894 | 16,310 | 6,671 | 1,044 | 397 | 1,439 | 38,755 |
| Total | $13,476 | $17,954 | $7,784 | $1,718 | $995 | $1,593 | $43,520 |
| Loan Balance: | |||||||
| Individually evaluated for credit losses | $6,031 | $5,498 | $7,495 | $4,672 | $3,598 | $669 | $27,963 |
| Collectively evaluated for credit losses | 1,753,824 | 592,829 | 548,833 | 191,442 | 114,989 | 103,021 | 3,304,938 |
| Total | $1,759,855 | $598,327 | $556,328 | $196,114 | $118,587 | $103,690 | $3,332,901 |
The following table presents information related to non-accrual loans at December 31, 2024.
| December 31, 2024 | UnpaidPrincipalBalance | RecordedInvestment | Allowance forCredit LossesAllocated | AverageRecordedInvestment | InterestIncomeRecognized |
|---|---|---|---|---|---|
| With no related allowance recorded: | |||||
| Commercial real estate | $3,068 | $3,068 | $— | $3,542 | $104 |
| Commercial and industrial | — | — | — | 398 | — |
| Residential real estate | 19 | — | — | — | 1 |
| Agricultural real estate | 2,490 | 2,014 | — | 2,009 | 140 |
| Agricultural | — | — | — | 109 | — |
| Consumer | 31 | — | — | — | — |
| Subtotal | 5,608 | 5,082 | — | 6,058 | 245 |
| With an allowance recorded: | |||||
| Commercial real estate | 4,719 | 4,390 | 1,015 | 3,382 | 105 |
| Commercial and industrial | 12,424 | 7,798 | 1,482 | 6,760 | 164 |
| Residential real estate | 5,260 | 4,670 | 1,145 | 5,011 | 40 |
| Agricultural real estate | 5,594 | 3,737 | 697 | 3,520 | 10 |
| Agricultural | 953 | 592 | 73 | 1,390 | 6 |
| Consumer | 846 | 781 | 187 | 706 | 22 |
| Subtotal | 29,796 | 21,968 | 4,599 | 20,769 | 347 |
| Total | $35,404 | $27,050 | $4,599 | $26,827 | $592 |
The above table presents interest income for the twelve months ended December 31, 2024. Interest income recognized in the above table was substantially recognized on the cash basis. The recorded investment in loans excludes accrued interest receivable due to immateriality.
The following table presents information related to non-accrual loans at December 31, 2023.
| December 31, 2023 | UnpaidPrincipalBalance | RecordedInvestment | Allowance forCredit LossesAllocated | AverageRecordedInvestment | InterestIncomeRecognized |
|---|---|---|---|---|---|
| With no related allowance recorded: | |||||
| Commercial real estate | $3,948 | $3,376 | $— | $2,117 | $53 |
| Commercial and industrial | 2,925 | — | — | 251 | 1 |
| Residential real estate | 21 | — | — | 5 | 1 |
| Agricultural real estate | 1,342 | 948 | — | 939 | — |
| Agricultural | 2,303 | — | — | — | 3 |
| Consumer | 23 | — | — | — | 1 |
| Subtotal | 10,562 | 4,324 | — | 3,312 | 59 |
| With an allowance recorded: | |||||
| Commercial real estate | 2,297 | 2,071 | 455 | 1,214 | 37 |
| Commercial and industrial | 8,452 | 5,041 | 1,335 | 5,059 | 249 |
| Residential real estate | 7,605 | 7,251 | 1,086 | 3,912 | 156 |
| Agricultural real estate | 4,753 | 3,266 | 660 | 1,950 | 1 |
| Agricultural | 2,946 | 2,470 | 481 | 2,791 | 1 |
| Consumer | 689 | 603 | 150 | 477 | 17 |
| Subtotal | 26,742 | 20,702 | 4,167 | 15,403 | 461 |
| Total | $37,304 | $25,026 | $4,167 | $18,715 | $520 |
The above table presents interest income for the twelve months ended December 31, 2023. Interest income recognized in the above table was substantially recognized on the cash basis. The recorded investment in loans excludes accrued interest receivable due to immateriality.
The following table presents the amount of non-accrual interest income written off for the twelve months ended December 31, 2024, 2023 and 2022.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Commercial real estate | $227 | $115 | $87 |
| Commercial and industrial | 405 | 309 | 226 |
| Residential real estate | 55 | 277 | 30 |
| Agricultural real estate | 203 | 6 | 5 |
| Agricultural | 103 | 2 | 6 |
| Consumer | 16 | 10 | 11 |
| Total | $1,009 | $719 | $365 |
The following tables present the aging of the recorded investment in past due loans as of December 31, 2024 and 2023, by portfolio and class of loans.
| December 31, 2024 | 30 – 59DaysPast Due | 60 – 89DaysPast Due | Greater Than90 Days PastDue Still OnAccrual | Non-accrual | Loans NotPast Due | Total |
|---|---|---|---|---|---|---|
| Commercial real estate | $3,502 | $2,030 | $156 | $7,458 | $1,817,368 | $1,830,514 |
| Commercial and industrial | 1,314 | 644 | 25 | 7,798 | 649,084 | 658,865 |
| Residential real estate | 2,396 | 634 | — | 4,670 | 559,066 | 566,766 |
| Agricultural real estate | 457 | 312 | — | 5,751 | 260,728 | 267,248 |
| Agricultural | 411 | 80 | — | 592 | 86,256 | 87,339 |
| Consumer | 666 | 196 | — | 781 | 88,441 | 90,084 |
| Total | $8,746 | $3,896 | $181 | $27,050 | $3,460,943 | $3,500,816 |
| December 31, 2023 | 30 – 59DaysPast Due | 60 – 89DaysPast Due | Greater Than90 Days PastDue Still OnAccrual | Non-accrual | Loans NotPast Due | Total |
|---|---|---|---|---|---|---|
| Commercial real estate | $2,397 | $198 | $189 | $5,447 | $1,751,624 | $1,759,855 |
| Commercial and industrial | 1,853 | 2,713 | 71 | 5,041 | 588,649 | 598,327 |
| Residential real estate | 1,444 | 676 | — | 7,251 | 546,957 | 556,328 |
| Agricultural real estate | 949 | — | — | 4,214 | 190,951 | 196,114 |
| Agricultural | 559 | 65 | 19 | 2,470 | 115,474 | 118,587 |
| Consumer | 443 | 118 | — | 603 | 102,526 | 103,690 |
| Total | $7,645 | $3,770 | $279 | $25,026 | $3,296,181 | $3,332,901 |
Allowance for Credit Losses on Off-Balance-Sheet Credit Exposures
The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk from a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance-sheet credit exposures is adjusted as a provision for credit loss expense recognized within other non-interest expense on the consolidated statements of income and included in other liabilities on the consolidated balance sheets. The estimated credit loss includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The estimate of expected credit loss is based on the historical loss rate for the class of loan the commitments would be classified as if funded.
The following table lists allowance for credit losses on off-balance sheet credit exposures as of December 31, 2024 and 2023.
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Commercial real estate | $188 | $285 |
| Commercial and industrial | 1,170 | 1,053 |
| Residential real estate | 69 | 35 |
| Agricultural real estate | 1 | 2 |
| Agricultural | 12 | 3 |
| Consumer | 2 | 247 |
| Total | $1,442 | $1,625 |
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. Consumer loans are considered unclassified credits unless downgraded due to payment status or reviewed as part of a larger credit relationship. The Company uses the following definitions for risk ratings:
Pass: Loans classified as pass include all loans that do not fall under one of the three following categories. These loans are considered unclassified.
Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date. These loans are considered classified.
Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. These loans are considered classified.
Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. These loans are considered classified.
Based on the most recent analysis performed, the risk category of loans by type and year of origination, at December 31, 2024, is as follows.
| December 31, 2024 | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Revolving Loans Amortized Cost | Revolving Loans Converted to Term | Total |
|---|---|---|---|---|---|---|---|---|---|
| Commercial real estate | |||||||||
| Risk rating | |||||||||
| Pass | $332,078 | $191,947 | $337,048 | $162,180 | $148,732 | $166,614 | $474,324 | $855 | $1,813,778 |
| Special Mention | 331 | — | 103 | — | — | 378 | 497 | — | 1,309 |
| Substandard | 795 | 459 | 3,693 | 3,499 | 365 | 6,277 | 339 | — | 15,427 |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total commercial real estate | $333,204 | $192,406 | $340,844 | $165,679 | $149,097 | $173,269 | $475,160 | $855 | $1,830,514 |
| Commercial and industrial | |||||||||
| Risk rating | |||||||||
| Pass | $114,421 | $78,335 | $69,294 | $32,227 | $53,119 | $16,902 | $261,227 | $994 | $626,519 |
| Special Mention | 121 | — | 160 | 18 | — | 870 | 131 | — | 1,300 |
| Substandard | 8,256 | 8,189 | 315 | 274 | 1,113 | 1,592 | 10,563 | 667 | 30,969 |
| Doubtful | — | — | — | — | — | 77 | — | — | 77 |
| Total commercial and industrial | $122,798 | $86,524 | $69,769 | $32,519 | $54,232 | $19,441 | $271,921 | $1,661 | $658,865 |
| Residential real estate | |||||||||
| Risk rating | |||||||||
| Pass | $25,981 | $33,933 | $35,687 | $260,180 | $7,622 | $130,242 | $66,981 | $572 | $561,198 |
| Special Mention | — | — | — | — | — | 300 | 72 | — | 372 |
| Substandard | — | 195 | 253 | 403 | 123 | 3,370 | 807 | 45 | 5,196 |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total residential real estate | $25,981 | $34,128 | $35,940 | $260,583 | $7,745 | $133,912 | $67,860 | $617 | $566,766 |
| Agricultural real estate | |||||||||
| Risk rating | |||||||||
| Pass | $52,369 | $16,936 | $24,551 | $11,468 | $20,508 | $36,834 | $95,410 | $277 | $258,353 |
| Special Mention | 1,541 | — | 151 | — | — | 138 | 595 | — | 2,425 |
| Substandard | — | 2,054 | 56 | 571 | 76 | 3,659 | 54 | — | 6,470 |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total agricultural real estate | $53,910 | $18,990 | $24,758 | $12,039 | $20,584 | $40,631 | $96,059 | $277 | $267,248 |
| Agricultural | |||||||||
| Risk rating | |||||||||
| Pass | $15,428 | $4,045 | $5,364 | $2,576 | $3,674 | $1,308 | $53,757 | $49 | $86,201 |
| Special Mention | — | — | — | — | — | 32 | — | — | 32 |
| Substandard | 45 | 185 | 19 | 274 | 404 | 36 | 143 | — | 1,106 |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total agricultural | $15,473 | $4,230 | $5,383 | $2,850 | $4,078 | $1,376 | $53,900 | $49 | $87,339 |
| Consumer | |||||||||
| Risk rating | |||||||||
| Pass | $35,412 | $17,503 | $14,157 | $5,765 | $2,732 | $2,724 | $11,007 | $— | $89,300 |
| Special Mention | — | — | — | — | — | — | — | — | — |
| Substandard | 13 | 234 | 289 | 170 | 43 | 35 | — | — | 784 |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total consumer | $35,425 | $17,737 | $14,446 | $5,935 | $2,775 | $2,759 | $11,007 | $— | $90,084 |
| Total loans | |||||||||
| Risk rating | |||||||||
| Pass | $575,689 | $342,699 | $486,101 | $474,396 | $236,387 | $354,624 | $962,706 | $2,747 | $3,435,349 |
| Special Mention | 1,993 | — | 414 | 18 | — | 1,718 | 1,295 | — | 5,438 |
| Substandard | 9,109 | 11,316 | 4,625 | 5,191 | 2,124 | 14,969 | 11,906 | 712 | 59,952 |
| Doubtful | — | — | — | — | — | 77 | — | — | 77 |
| Total loans | $586,791 | $354,015 | $491,140 | $479,605 | $238,511 | $371,388 | $975,907 | $3,459 | $3,500,816 |
The risk category of loans by type and year of origination, at December 31, 2023, is as follows.
| December 31, 2023 | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Revolving Loans Amortized Cost | Revolving Loans Converted to Term | Total |
|---|---|---|---|---|---|---|---|---|---|
| Commercial real estate | |||||||||
| Risk rating | |||||||||
| Pass | $212,229 | $379,233 | $253,837 | $179,935 | $75,472 | $186,073 | $461,346 | $753 | $1,748,878 |
| Special Mention | 257 | — | 119 | — | — | 399 | — | — | 775 |
| Substandard | 84 | 2,501 | 3,481 | 256 | 1,463 | 2,336 | 81 | — | 10,202 |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total commercial real estate | $212,570 | $381,734 | $257,437 | $180,191 | $76,935 | $188,808 | $461,427 | $753 | $1,759,855 |
| Commercial and industrial | |||||||||
| Risk rating | |||||||||
| Pass | $128,598 | $110,817 | $54,416 | $49,557 | $29,931 | $7,293 | $204,237 | $1,780 | $586,629 |
| Special Mention | — | — | 15 | — | — | 992 | — | — | 1,007 |
| Substandard | 1,317 | 468 | 230 | 2,922 | 237 | 2,171 | 3,346 | — | 10,691 |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total commercial and industrial | $129,915 | $111,285 | $54,661 | $52,479 | $30,168 | $10,456 | $207,583 | $1,780 | $598,327 |
| Residential real estate | |||||||||
| Risk rating | |||||||||
| Pass | $35,040 | $29,766 | $277,611 | $5,183 | $12,506 | $130,144 | $57,699 | $1,065 | $549,014 |
| Special Mention | — | — | — | — | — | — | — | — | — |
| Substandard | — | 213 | 187 | 22 | 156 | 1,960 | 4,710 | 66 | 7,314 |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total residential real estate | $35,040 | $29,979 | $277,798 | $5,205 | $12,662 | $132,104 | $62,409 | $1,131 | $556,328 |
| Agricultural real estate | |||||||||
| Risk rating | |||||||||
| Pass | $22,368 | $26,762 | $17,987 | $18,551 | $10,653 | $20,039 | $74,010 | $289 | $190,659 |
| Special Mention | 903 | 158 | — | — | — | 164 | 605 | — | 1,830 |
| Substandard | 40 | — | 24 | — | 101 | 3,423 | 37 | — | 3,625 |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total agricultural real estate | $23,311 | $26,920 | $18,011 | $18,551 | $10,754 | $23,626 | $74,652 | $289 | $196,114 |
| Agricultural | |||||||||
| Risk rating | |||||||||
| Pass | $12,424 | $7,363 | $4,815 | $7,148 | $1,385 | $3,809 | $78,285 | $55 | $115,284 |
| Special Mention | — | — | — | — | — | 33 | 9 | — | 42 |
| Substandard | 39 | 10 | 464 | 629 | 1,861 | 52 | 206 | — | 3,261 |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total agricultural | $12,463 | $7,373 | $5,279 | $7,777 | $3,246 | $3,894 | $78,500 | $55 | $118,587 |
| Consumer | |||||||||
| Risk rating | |||||||||
| Pass | $47,019 | $24,620 | $10,384 | $4,841 | $1,281 | $2,885 | $12,035 | $1 | $103,066 |
| Special Mention | — | — | — | — | — | — | — | — | — |
| Substandard | 50 | 241 | 163 | 98 | 49 | 23 | — | — | 624 |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total consumer | $47,069 | $24,861 | $10,547 | $4,939 | $1,330 | $2,908 | $12,035 | $1 | $103,690 |
| Total loans | |||||||||
| Risk rating | |||||||||
| Pass | $457,678 | $578,561 | $619,050 | $265,215 | $131,228 | $350,243 | $887,612 | $3,943 | $3,293,530 |
| Special Mention | 1,160 | 158 | 134 | — | — | 1,588 | 614 | — | 3,654 |
| Substandard | 1,530 | 3,433 | 4,549 | 3,927 | 3,867 | 9,965 | 8,380 | 66 | 35,717 |
| Doubtful | — | — | — | — | — | — | — | — | — |
| Total loans | $460,368 | $582,152 | $623,733 | $269,142 | $135,095 | $361,796 | $896,606 | $4,009 | $3,332,901 |
The following table discloses the charge-off and recovery activity by loan type and year of origination at December 31, 2024.
| December 31, 2024 | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Revolving Loans Amortized Cost | Revolving Loans Converted to Term | Total |
|---|---|---|---|---|---|---|---|---|---|
| Commercial real estate | |||||||||
| Gross charge-offs | $— | $— | $(17) | $— | $— | $— | $(80) | $— | $(97) |
| Gross recoveries | — | — | 8 | — | 1 | 34 | 1 | — | 44 |
| Net charge-offs | $— | $— | $(9) | $— | $1 | $34 | $(79) | $— | $(53) |
| Commercial and industrial | |||||||||
| Gross charge-offs | $— | $(31) | $(360) | $(176) | $(486) | $(839) | $(1,293) | $— | $(3,185) |
| Gross recoveries | — | — | 247 | 13 | 21 | 56 | 59 | 2 | 398 |
| Net charge-offs | $— | $(31) | $(113) | $(163) | $(465) | $(783) | $(1,234) | $2 | $(2,787) |
| Residential real estate | |||||||||
| Gross charge-offs | $— | $— | $(134) | $(2) | $— | $(21) | $(26) | $— | $(183) |
| Gross recoveries | — | — | — | 1 | — | 39 | 4 | — | 44 |
| Net charge-offs | $— | $— | $(134) | $(1) | $— | $18 | $(22) | $— | $(139) |
| Agricultural real estate | |||||||||
| Gross charge-offs | $— | $— | $(11) | $(12) | $(1) | $(76) | $— | $— | $(100) |
| Gross recoveries | 4 | — | 10 | — | — | 78 | — | — | 92 |
| Net charge-offs | $4 | $— | $(1) | $(12) | $(1) | $2 | $— | $— | $(8) |
| Agricultural | |||||||||
| Gross charge-offs | $— | $(2) | $(25) | $(1) | $— | $— | $— | $— | $(28) |
| Gross recoveries | — | 1 | 22 | 1 | 1 | — | — | — | 25 |
| Net charge-offs | $— | $(1) | $(3) | $— | $1 | $— | $— | $— | $(3) |
| Consumer | |||||||||
| Gross charge-offs | $(206) | $(105) | $(216) | $(183) | $(49) | $(191) | $(73) | $— | $(1,023) |
| Gross recoveries | 8 | 10 | 19 | 34 | 10 | 122 | 11 | — | 214 |
| Net charge-offs | $(198) | $(95) | $(197) | $(149) | $(39) | $(69) | $(62) | $— | $(809) |
| Total loans | |||||||||
| Gross charge-offs | $(206) | $(138) | $(763) | $(374) | $(536) | $(1,127) | $(1,472) | $— | $(4,616) |
| Gross recoveries | 12 | 11 | 306 | 49 | 33 | 329 | 75 | 2 | 817 |
| Net charge-offs | $(194) | $(127) | $(457) | $(325) | $(503) | $(798) | $(1,397) | $2 | $(3,799) |
The following table discloses the charge-off and recovery activity by loan type and year of origination at December 31, 2023.
| December 31, 2023 | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Revolving Loans Amortized Cost | Revolving Loans Converted to Term | Total |
|---|---|---|---|---|---|---|---|---|---|
| Commercial real estate | |||||||||
| Gross charge-offs | $— | $— | $— | $— | $(11) | $(9) | $— | $— | $(20) |
| Gross recoveries | — | 63 | — | — | — | 32 | — | — | 95 |
| Net charge-offs | $— | $63 | $— | $— | $(11) | $23 | $— | $— | $75 |
| Commercial and industrial | |||||||||
| Gross charge-offs | $(10) | $(226) | $(22) | $(18) | $(2) | $(25) | $(3,488) | $— | $(3,791) |
| Gross recoveries | — | 32 | — | 15 | — | 10 | 34 | — | 91 |
| Net charge-offs | $(10) | $(194) | $(22) | $(3) | $(2) | $(15) | $(3,454) | $— | $(3,700) |
| Residential real estate | |||||||||
| Gross charge-offs | $— | $— | $— | $— | $(14) | $(62) | $(4) | $— | $(80) |
| Gross recoveries | — | — | — | — | — | 62 | — | — | 62 |
| Net charge-offs | $— | $— | $— | $— | $(14) | $— | $(4) | $— | $(18) |
| Agricultural real estate | |||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $(4) | $(50) | $— | $(54) |
| Gross recoveries | — | — | — | — | — | 8 | — | — | 8 |
| Net charge-offs | $— | $— | $— | $— | $— | $4 | $(50) | $— | $(46) |
| Agricultural | |||||||||
| Gross charge-offs | $— | $— | $(107) | $— | $— | $(1) | $— | $— | $(108) |
| Gross recoveries | — | — | — | — | — | 155 | — | — | 155 |
| Net charge-offs | $— | $— | $(107) | $— | $— | $154 | $— | $— | $47 |
| Consumer | |||||||||
| Gross charge-offs | $(240) | $(168) | $(120) | $(58) | $(51) | $(186) | $(78) | $— | $(901) |
| Gross recoveries | 20 | 53 | 58 | 22 | 24 | 152 | 14 | — | 343 |
| Net charge-offs | $(220) | $(115) | $(62) | $(36) | $(27) | $(34) | $(64) | $— | $(558) |
| Total loans | |||||||||
| Gross charge-offs | $(250) | $(394) | $(249) | $(76) | $(78) | $(287) | $(3,620) | $— | $(4,954) |
| Gross recoveries | 20 | 148 | 58 | 37 | 24 | 419 | 48 | — | 754 |
| Net charge-offs | $(230) | $(246) | $(191) | $(39) | $(54) | $132 | $(3,572) | $— | $(4,200) |
Modifications to Debtors Experiencing Financial Difficulty
The following table presents the amortized cost basis of loans at December 31, 2024, and 2023, that were both experiencing financial difficulty and modified during the twelve months ended December 31, 2024 and 2023, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.
| December 31, 2024 | Payment Delay | Term Extension | Combination Rate Change and Term Extension | Combination Payment Delay and Term Extension | Total Modifications | Total Class of Financing Receivable |
|---|---|---|---|---|---|---|
| Commercial real estate | $— | $1,515 | $— | $9,933 | $11,448 | 0.63% |
| Commercial and industrial | 3,667 | 2,470 | — | 1,736 | 7,873 | 1.19% |
| Residential real estate | — | — | — | — | — | 0.00% |
| Agricultural real estate | — | 3,222 | — | — | 3,222 | 1.21% |
| Agricultural | — | 1,641 | — | 168 | 1,809 | 2.07% |
| Consumer | — | — | — | — | — | 0.00% |
| Total | $3,667 | $8,848 | $— | $11,837 | $24,352 | 0.70% |
| December 31, 2023 | Payment Delay | Term Extension | Combination Rate Change and Term Extension | Combination Payment Delay and Term Extension | Total Modifications | Total Class of Financing Receivable |
| Commercial real estate | $— | $— | $— | $3,547 | $3,547 | 0.20% |
| Commercial and industrial | — | 1,433 | — | 11,492 | 12,925 | 2.16% |
| Residential real estate | — | — | — | 12 | 12 | 0.00% |
| Agricultural real estate | — | 858 | — | 1,098 | 1,956 | 1.00% |
| Agricultural | 122 | — | — | 421 | 543 | 0.46% |
| Consumer | — | — | 21 | — | 21 | 0.02% |
| Total | $122 | $2,291 | $21 | $16,570 | $19,004 | 0.57% |
At December 31, 2024, and 2023, there were $1,145 and $849 in commitments to lend additional amounts on these loans.
At modification date, the Company considers loans modified to borrowers in financial distress as loans that do not share similar risk characteristics with collectively evaluated loans at modification date for the purposes of calculating the allowance for credit losses. These loans will be evaluated for credit losses based on either discounted cash flows or the fair value of collateral at modification date; however, subsequent to the modification date these loans will be evaluated for credit losses as part of the collectively evaluated pools after a period of ongoing performance under the terms of the modified loan.
The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of such loans that have been modified during the twelve months ended December 31, 2024, and 2023.
| December 31, 2024 | 30 - 59 Days Past Due | 60 - 89 Days Past Due | Greater Than 89 days Past Due | Total Past Due |
|---|---|---|---|---|
| Commercial real estate | $— | $— | $643 | $643 |
| Commercial and industrial | 393 | 2,967 | 617 | 3,977 |
| Residential real estate | — | — | — | — |
| Agricultural real estate | — | — | — | — |
| Agricultural | — | — | — | — |
| Consumer | — | — | — | — |
| Total | $393 | $2,967 | $1,260 | $4,620 |
| December 31, 2023 | 30 - 59 Days Past Due | 60 - 89 Days Past Due | Greater Than 89 days Past Due | Total Past Due |
| Commercial real estate | $258 | $— | $— | $258 |
| Commercial and industrial | — | 211 | — | 211 |
| Residential real estate | — | — | 11 | 11 |
| Agricultural real estate | — | — | — | — |
| Agricultural | 122 | — | — | 122 |
| Consumer | 21 | — | — | 21 |
| Total | $401 | $211 | $11 | $623 |
The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the twelve months ended December 31, 2024, and 2023.
| December 31, 2024 · Principal Forgiveness · Weighted Average Interest Rate Reduction · Weighted Average Term Extension in Years | |||||||
|---|---|---|---|---|---|---|---|
| Commercial real estate | $— | — | % | 0.41 | |||
| Commercial and industrial | — | — | % | 0.70 | |||
| Residential real estate | — | — | % | — | |||
| Agricultural real estate | — | — | % | 5.16 | |||
| Agricultural | — | — | % | 0.80 | |||
| Consumer | — | — | % | — | |||
| Total loans | $— | — | % | 1.24 | |||
| December 31, 2023 | Principal Forgiveness | Weighted Average Interest Rate Reduction | Weighted Average Term Extension in Years | ||||
| Commercial real estate | $— | — | % | 0.36 | |||
| Commercial and industrial | 2,254 | — | % | 1.05 | |||
| Residential real estate | — | — | % | 3.42 | |||
| Agricultural real estate | — | — | % | 0.85 | |||
| Agricultural | — | — | % | 0.58 | |||
| Consumer | — | — | % | 2.16 | |||
| Total loans | $2,254 | — | % | 0.81 | |||
NOTE 5 – OTHER REAL ESTATE OWNED AND OTHER REPOSSESSED ASSETS
Changes in other real estate owned and other repossessed assets for the years ended December 31, 2024 and 2023 were as follows.
| December 31, 2024 | Other Real Estate Owned | Other Repossessed Assets | Total |
|---|---|---|---|
| Beginning of year | $1,833 | $380 | $2,213 |
| Transfers in | 4,478 | 5,454 | 9,932 |
| Net (loss) gain on sales | 8,688 | (95) | 8,593 |
| Proceeds from sales | (9,397) | (928) | (10,325) |
| 5,602 | 4,811 | 10,413 | |
| Additions to valuation reserve | (829) | — | (829) |
| Capitalized cost | — | — | — |
| Lease termination | — | — | — |
| Right-of-use asset amortization | — | — | — |
| Recorded investment | $4,773 | $4,811 | $9,584 |
| December 31, 2023 | Other Real Estate Owned | Other Repossessed Assets | Total |
| Beginning of year | $4,409 | $46 | $4,455 |
| Transfers in | 1,086 | 505 | 1,591 |
| Net (loss) gain on sales | (78) | (61) | (139) |
| Proceeds from sales | (1,874) | (110) | (1,984) |
| 3,543 | 380 | 3,923 | |
| Additions to valuation reserve | (201) | — | (201) |
| Capitalized cost | 562 | — | 562 |
| Lease termination | (1,852) | — | (1,852) |
| Right-of-use asset amortization | (219) | — | (219) |
| Recorded investment | $1,833 | $380 | $2,213 |
Expenses related to other real estate owned and other repossessed assets for the years ended December 31, 2024, 2023, and 2022 were as follows.
| December 31, 2024 | Other Real Estate Owned | Other Repossessed Assets | Total |
|---|---|---|---|
| Net loss (gain) on sales | $(8,688) | $95 | $(8,593) |
| Gain on initial valuation of collateral | (47) | — | (47) |
| Provision for unrealized losses | 829 | — | 829 |
| Operating expenses, net of rental income | 169 | 117 | 286 |
| Total | $(7,737) | $212 | $(7,525) |
| December 31, 2023 | Other Real Estate Owned | Other Repossessed Assets | Total |
| Net loss (gain) on sales | $78 | $61 | $139 |
| Gain on initial valuation of collateral | (61) | (3) | (64) |
| Provision for unrealized losses | 201 | — | 201 |
| Operating expenses, net of rental income | 324 | 17 | 341 |
| Total | $542 | $75 | $617 |
| December 31, 2022 | Other Real Estate Owned | Other Repossessed Assets | Total |
| Net loss (gain) on sales | $(260) | $(345) | $(605) |
| Gain on initial valuation of collateral | (162) | — | (162) |
| Provision for unrealized losses | 502 | — | 502 |
| Operating expenses, net of rental income | 509 | 3 | 512 |
| Total | $589 | $(342) | $247 |
The balance of other real estate owned includes $134 of foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property at December 31, 2024, and $133 at December 31, 2023. The recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process was $553 at December 31, 2024, and $1,404 at December 31, 2023. Included in the other real estate owned balance at December 31, 2024 and 2023, is $2,141 and $1,061 related to closed bank locations transferred from premises and equipment.
NOTE 6 – PREMISES AND EQUIPMENT
Major classifications of premises and equipment, stated at cost, are as follows.
| 2024 | 2023 | |
|---|---|---|
| Land | $21,104 | $21,161 |
| Buildings and improvements | 101,513 | 96,204 |
| Furniture, fixtures and equipment | 34,003 | 30,582 |
| 156,620 | 147,947 | |
| Less: accumulated depreciation | (39,488) | (35,315) |
| Premises and equipment, net | $117,132 | $112,632 |
At December 31, 2024, the Company hadlease liabilities totaling$3,601 andright-of-use assets totaling $3,600 related to operating leases. At December 31, 2023, the Company hadlease liabilities totaling $3,307 and right-of-use assets totaling $3,291 related to operating leases. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets.
Right-of-use asset and lease obligations by type of property are listed below.
| December 31, 2024 | Right-of-Use Asset | Lease Liability | Weighted Average Lease Term in Years | Weighted Average Discount Rate |
|---|---|---|---|---|
| Operating Leases | ||||
| Land and building leases | $3,600 | $3,601 | 12.5 | 3.29% |
| Total operating leases | $3,600 | $3,601 | 12.5 | 3.29% |
| December 31, 2023 | Right-of-Use Asset | Lease Liability | Weighted Average Lease Term in Years | Weighted Average Discount Rate |
|---|---|---|---|---|
| Operating leases | ||||
| Land and building leases | $3,291 | $3,307 | 14.8 | 3.00% |
| Total operating leases | $3,291 | $3,307 | 14.8 | 3.00% |
During 2023, the Company terminatedtwo leases with a right-of-use asset balance of $2,051, lease liability of $2,062 and fees paid of $184, resulting in a loss of $173.
Operating lease costs are listed below.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Operating lease cost | $597 | $745 | $844 |
| Short-term lease cost | — | — | — |
| Variable lease cost | 79 | 110 | 59 |
| Total operating lease cost | $676 | $855 | $903 |
There were no sales and leaseback transactions, leverage leases, lease transactions with related parties or leases that had not yet commenced during the periods ended December 31, 2024 or 2023.
A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability as of December 31, 2024, is listed below.
| Lease payments | |
|---|---|
| Due in one year or less | $578 |
| Due after one year through two years | 623 |
| Due after two years through three years | 561 |
| Due after three years through four years | 435 |
| Due after four years through five years | 243 |
| Thereafter | 1,993 |
| Total undiscounted cash flows | 4,433 |
| Discount on cash flows | (832) |
| Total | $3,601 |
NOTE 7 – GOODWILL AND CORE DEPOSIT INTANGIBLES
The assets and liabilities acquired in business combinations are recorded at their estimated fair values at the acquisition date. The excess of the purchase price over the estimated fair value of the net assets for tax free acquisitions is recorded as goodwill, none of which is deductible for tax purposes. The excess of the purchase price over the estimated fair value of the net assets for taxable acquisitions is recorded as goodwill and is deductible for tax purposes.
As of December 31, 2024, and December 31, 2023, management conducted a qualitative evaluation of current economic conditions, Company performance, stock price and other pertinent factors, finally concluding that no goodwill impairment is warranted at this time.
The carrying basis of goodwill and core deposit intangibles as of and for the years ended December 31, 2024 and 2023, were as follows.
| Goodwill | Core Deposit | |
|---|---|---|
| Balance as of January 1, 2023 | $53,101 | $10,596 |
| Sold in acquisition | — | — |
| Amortization | — | (3,374) |
| Balance as of December 31, 2023 | 53,101 | 7,222 |
| Acquired in acquisition | — | 12,036 |
| Amortization | — | (4,289) |
| Balance as of December 31, 2024 | $53,101 | $14,969 |
Estimated core deposit intangibles amortization expense for each of the following five years and thereafter is listed in the following table.
| Expensed in one year or less | $3,794 |
|---|---|
| Expensed after one year through two years | 2,942 |
| Expensed after two years through three years | 2,244 |
| Expensed after three years through four years | 1,638 |
| Expensed after four years through five years | 1,259 |
| Thereafter | 3,092 |
| Total | $14,969 |
NOTE 8 – DERIVATIVE FINANCIAL INSTRUMENTS
Interest Rate Swaps Designated as Fair Value Hedges
The Company periodically enters into interest rate swaps to hedge the fair value of certain commercial real estate loans. These transactions are designated as fair value hedges. In this type of transaction, the Company typically receives from the counterparty a variable-rate cash flow based on the one-month London Interbank Offered Rate (LIBOR) or one-month SOFR plus a spread to the index and pays a fixed-rate cash flow equal to the customer loan rate. At December 31, 2024, the portfolio of interest rate swaps had a weighted average maturity of 5.9 years, a weighted average pay rate of 4.60% and a weighted average rate received of 7.70%. At December 31, 2023, the portfolio of interest rate swaps had a weighted average maturity of 6.9 years, a weighted average pay rate of 4.60% and a weighted average rate received of 8.50%.
Interest Rate Swaps Designated as Cash Flow Hedges
The Company has entered into cash flow hedges to hedge future cash flows related to subordinated notes and Federal Home Loan Bank advance interest expense and prime rate adjustable rate loans interest income. These agreements are designated as cash flow hedges and are marked to market through other comprehensive income.
The following table lists the cash flow hedges at December 31, 2024 and 2023.
| December 31, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| Weighted averageMaturity in years | Weighted average pay rate | Weighted average rate received | Weighted averageMaturity in years | Weighted average pay rate | Weighted average rate received | |
| Subordinated note hedges | 10.7 | 2.81% | 7.01% | 11.7 | 2.80% | 7.43% |
| Variable rate FHLB advance hedges | 1.2 | 3.58% | 4.42% | 2.2 | 3.58% | 5.35% |
| Prime based receivable loan hedges | — | —% | —% | 0.2 | 8.50% | 5.60% |
| Total cash flow hedges | 1.9 | 3.54% | 4.60% | 1.4 | 6.43% | 5.56% |
Stand-Alone Derivatives
The Company periodically enters into interest rate swaps with our borrowers and simultaneously enters into swaps with a counterparty with offsetting terms for the purpose of providing our borrowers long-term fixed rate loans. Neither swap is designated as a hedge and both are marked to market through earnings. Through prior acquisitions, the Company obtained swap agreements with counterparties designed to offset the economic impact of fixed-rate loans. These swaps did not have corresponding agreements with the borrowers. At December 31, 2024, this portfolio of interest rate swaps had a weighted average maturity of 5.6 years, weighed average pay rate of 6.72% and a weighted average rate received of 6.85%. At December 31, 2023, this portfolio of interest rate swaps had a weighted average maturity of 4.6 years, a weighted average pay rate of 8.31% and a weighted average rate received of 8.46%.
Reconciliation of Derivative Fair Values and Gains/(Losses)
The notional amount of a derivative contract is a factor in determining periodic interest payments or cash flows received or paid. The notional amount of derivatives serves as a level of involvement in various types of derivatives. The notional amount does not represent the Company’s overall exposure to credit or market risk, generally, the exposure is significantly smaller.
The following table shows the notional balances and fair values (including net accrued interest) of the derivatives outstanding by derivative type at December 31, 2024, and December 31, 2023.
| December 31, 2024 · December 31, 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| NotionalAmount · DerivativeAssets · DerivativeLiabilities · NotionalAmount · DerivativeAssets · DerivativeLiabilities | ||||||||||
| Derivatives designated as hedging instruments: | ||||||||||
| Interest rate swaps | $14,503 | $1,465 | $— | $15,461 | $1,580 | $— | ||||
| Derivatives designated as cash flow hedges: | ||||||||||
| Interest rate swaps | 107,500 | 2,753 | — | 257,500 | 1,976 | 631 | ||||
| Total derivatives designated as hedging relationships | 122,003 | 4,218 | — | 272,961 | 3,556 | 631 | ||||
| Derivatives not designated as hedging instruments: | ||||||||||
| Interest rate swaps | 143,831 | 3,837 | 3,546 | 180,911 | 3,446 | 3,025 | ||||
| Total derivatives not designated as hedging instruments | 143,831 | 3,837 | 3,546 | 180,911 | 3,446 | 3,025 | ||||
| Total | $265,834 | 8,055 | 3,546 | $453,872 | 7,002 | 3,656 | ||||
| Cash collateral | — | 7,270 | — | 5,952 | ||||||
| Netting adjustments | (7,173) | (7,173) | (6,406) | (6,406) | ||||||
| Net amount presented in balance sheet | $882 | $3,643 | $596 | $3,202 | ||||||
The table below lists designated and qualifying hedged items in fair value hedges at December 31, 2024, and December 31, 2023.
| December 31, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| Carrying Amount | Hedging Fair Value Adjustment | Fair Value Adjustments on Discontinued Hedges | Carrying Amount | Hedging Fair Value Adjustment | Fair Value Adjustments on Discontinued Hedges | |
| Commercial real estate loans | $14,985 | $(1,658) | $(399) | $15,795 | $(1,826) | $(446) |
| Total | $14,985 | $(1,658) | $(399) | $15,795 | $(1,826) | $(446) |
The following table shows net gains or losses on derivatives and hedging activities for the years ended December 31, 2024, 2023, and 2022.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Derivatives designated as hedging instruments: | |||
| Interest rate swaps | $18 | $(17) | $150 |
| Total net gains (losses) related to derivatives designated as hedging instruments | 18 | (17) | 150 |
| Derivatives designated as cash flow hedges: | |||
| Interest rate swaps | — | — | — |
| Total net gains (losses) related to derivatives designated as cash flow hedges | — | — | — |
| Total net gain (loss) related to hedging relationships | 18 | (17) | 150 |
| Derivatives not designated as hedging instruments: | |||
| Economic hedges: | |||
| Interest rate swaps | 314 | 227 | 1,729 |
| Total net gains (losses) related to derivatives not designated as hedging instruments | 314 | 227 | 1,729 |
| Net gains (losses) on derivatives and hedging activities | $332 | $210 | $1,879 |
The following table shows the recorded net gains or losses on derivatives and the related hedged items in fair value hedging relationships and the impact of those derivatives on the Company’s net interest income for the years ended December 31, 2024, 2023, and 2022.
| Gain/(Loss)onDerivatives | Gain/(Loss)on HedgedItems | Net Fair ValueHedgeGain/(Loss) | Effect ofDerivatives onNet InterestIncome | |
|---|---|---|---|---|
| Commercial real estate loans | $(103) | $121 | $18 | $612 |
| Total | $(103) | $121 | $18 | $612 |
| Gain/(Loss)onDerivatives | Gain/(Loss)on HedgedItems | Net Fair ValueHedgeGain/(Loss) | Effect ofDerivatives onNet InterestIncome | |
| Commercial real estate loans | $(508) | $525 | $17 | $717 |
| Total | $(508) | $525 | $17 | $717 |
| Gain/(Loss)onDerivatives | Gain/(Loss)on HedgedItems | Net Fair ValueHedgeGain/(Loss) | Effect ofDerivatives onNet InterestIncome | |
| Commercial real estate loans | $2,747 | $(2,597) | $150 | $(246) |
| Total | $2,747 | $(2,597) | $150 | $(246) |
The following table shows the recorded net gains or losses on derivatives and the related hedged items in cash flow hedging relationships and the impact of those derivatives on the Company’s net interest income for the years ended December 31, 2024, 2023 and 2022.
| Gain/(Loss)onDerivatives | Gain/(Loss)Recorded in Accumulated Other Comprehensive Income | Effect ofDerivatives onNet InterestIncome | |
|---|---|---|---|
| Prime based receivable loan hedges | $1,157 | $876 | $(1,267) |
| FHLB Advance hedges | (116) | (86) | 1,580 |
| Subordinated note hedges | 193 | 152 | 340 |
| Total | $1,234 | $942 | $653 |
| Gain/(Loss)onDerivatives | Gain/(Loss)Recorded in Accumulated Other Comprehensive Income | Effect ofDerivatives onNet InterestIncome | |
| Prime based receivable loan hedges | $3,164 | $2,376 | $(3,942) |
| FHLB advance hedges | 684 | 517 | 1,246 |
| Subordinated note hedges | (146) | (105) | 246 |
| Total | $3,702 | $2,788 | $(2,450) |
| Gain/(Loss)onDerivatives | Gain/(Loss)Recorded in Accumulated Other Comprehensive Income | Effect ofDerivatives onNet InterestIncome | |
| Prime based receivable loan hedges | $(4,323) | $(3,252) | $217 |
| FHLB advance hedges | — | — | — |
| Subordinated note hedges | 1,518 | 1,141 | 72 |
| Total | $(2,805) | $(2,111) | $289 |
NOTE 9 – DEPOSITS
Time deposits that met or exceeded the FDIC insurance limit of $250 totaled $335,565 and $196,767 as of December 31, 2024 and 2023.
At December 31, 2024 and 2023, Insured Cash Sweep (“ICS”) reciprocal demand deposits of $469,551 and $382,613 were included in the Company’s interest bearing deposits. Also included in savings and money market deposits are $100,596 and $230,750 of ICS reciprocal money market deposits. ICS allows Equity Bank to break large deposits into smaller amounts and place them in a network of other ICS banks to ensure FDIC coverage on the entire deposit.
At December 31, 2024 and 2023, Certificate of Deposit Account Registry Services (“CDARS”) deposits of $35,393 and $21,841 were included in the Company’s time deposit balance. Of the CDARS deposits at December 31, 2024 and 2023, $35,393 and $21,841 were reciprocal customer funds placed in the CDARS program. CDARS allows Equity Bank to break large deposits into smaller amounts and place them in a network of other CDARS banks to ensure that FDIC insurance coverage is gained on the entire deposit. Reciprocal deposits are not considered brokered deposits as long as the aggregate balance is less than the lesser of 20% of total liabilities or $5 billion and Equity Bank is well capitalized and well rated. All non-reciprocal deposits and reciprocal deposits in excess of regulatory limits are considered brokered deposits.
The following table lists reciprocal and brokered deposits included in total deposits categorized by type.
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Interest bearing demand | ||
| Reciprocal | $469,551 | $382,613 |
| Non-reciprocal brokered | 75,115 | 1 |
| Total interest-bearing demand | 544,666 | 382,614 |
| Savings and money market | ||
| Reciprocal | 100,596 | 230,750 |
| Total saving and money market | 100,596 | 230,750 |
| Time | ||
| Reciprocal | 35,393 | 21,841 |
| Non-reciprocal brokered | 49,998 | 199,940 |
| Total time | 85,391 | 221,781 |
| Total reciprocal and brokered deposits | $730,653 | $835,145 |
At December 31, 2024, the scheduled maturities of time deposits are as follows.
| Due in one year or less | $630,199 |
|---|---|
| Due after one year through two years | 80,170 |
| Due after two years through three years | 20,175 |
| Due after three years through four years | 2,507 |
| Due after four years through five years | 3,158 |
| Thereafter | 318 |
| Total | $736,527 |
NOTE 10 – BORROWINGS
Federal Funds Purchased and Retail Repurchase Agreements
Federal funds purchased and retail repurchase agreements included the following at December 31, 2024 and 2023.
| 2024 | 2023 | |
|---|---|---|
| Federal funds purchased | $— | $— |
| Retail repurchase agreements | $37,247 | $43,582 |
Securities sold under agreements to repurchase (retail repurchase agreements) consist of obligations of the Company to other parties. The obligations are secured by residential mortgage-backed securities held by the Company with a fair value of $45,249 and $47,282 at December 31, 2024 and 2023. The agreements are on a day-to-day basis and can be terminated on demand.
The following table presents the borrowing usage and interest rate information for federal funds purchased and retail repurchase agreements at and for the years ended December 31, 2024 and 2023.
| 2024 | 2023 | |
|---|---|---|
| Average daily balance during the period | $39,791 | $43,469 |
| Average interest rate during the period | 1.89% | 1.43% |
| Maximum month-end balance during the period | $47,312 | $46,798 |
| Weighted average interest rate at period-end | 1.74% | 1.69% |
Federal Home Loan Bank advances
The Federal Home Loan Bank advances as of December 31, 2024, and 2023 were as follows.
| 2024 | 2023 | |
|---|---|---|
| Federal Home Loan Bank line of credit advances | $78,073 | $— |
| Federal Home Loan Bank fixed-rate term advances | 100,000 | 100,000 |
| Total Federal Home Loan Bank advances | $178,073 | $100,000 |
At December 31, 2024 and 2023, the Company had undisbursed advance commitments (letters of credit) with the Federal Home Loan Bank of $118,326 and $39,922. These letters of credit were obtained in lieu of pledging securities to secure public fund deposits that are over the FDIC insurance limit.
The advances, Mortgage Partnership Finance credit enhancement obligations and letters of credit were collateralized by certain qualifying loans of $885,128 and securities of $79,417 for a total of $964,545 at December 31, 2024, and qualifying loans of $846,601 and securities of $65,209 for a total of $911,810 at December 31, 2023. Based on this collateral and the Company’s holdings of Federal Home Loan Bank stock, the Company was eligible to borrow an additional $667,092 and $770,711 at December 31, 2024 and 2023.
Federal Reserve Bank Borrowings
At December 31, 2024 and 2023, the Company had a borrowing capacity of$648,183 and $471,569, for which the Company has pledged loans with an outstanding balance of $852,957 and $394,810 and securities with a fair value of $9,070 and $155,934. At December 31, 2023 there was $140,000 in borrowings secured from this facility under the Federal Reserve's Bank Term Funding Program with a rate of 4.38% and a maturity date of March 22, 2024. The Company repaid this borrowing at maturity and there wereno outstanding borrowings at December 31, 2024.
Bank Stock Loan
The Company entered into an agreement with an unaffiliated financial institution secured by the Company’s stock in Equity Bank. The loan had a maturity date of August 15, 2021, and was extended to February 11, 2022. Each draw of funds on the facility will create a separate note that is repayable over a term offive years. Each note will bear interest at the greater of a variable interest rate equal to the prime rate published in the “Money Rates” section of The Wall Street Journal (or any generally recognized successor), floating daily, or a floor of 3.50%. Accrued interest and principal payments will be due quarterly with one final payment of unpaid principal and interest due at the end of the five-year term of each separate note. The Company is also required to pay an unused commitment fee in an amount equal to 20 basis points per annum on the unused portion of the maximum borrowing facility.
The loan was renewed and amended on February 11, 2022, with the same terms as the previous renewal, a new maturity date of February 11, 2023 and a new floor of 3.25%. With this amendment, the maximum borrowing amount was decreased from $40,000 to $25,000.
The loan was renewed and amended on February 10, 2023, with the same terms as the previous renewal and a new maturity date of February 10, 2024.
The loan was renewed and amended on February 10, 2024, with the same terms as the previous renewal and a new maturity date of February 10, 2025. The maximum borrowing amount at December 31, 2024, was $25,000.
There wereno bank stock loan advances as of December 31, 2024, or December 31, 2023.
The terms of the borrowing facility require the Company and Equity Bank to maintain minimum capital ratios and other covenants. For the twelve months ended December 31, 2024, the Company was in compliance with all terms of the borrowing facility. For the twelve months ended December 31, 2023, the Company failed to satisfy the return on assets ratio covenant set forth in the terms of the borrowing facility.
NOTE 11 – SUBORDINATED DEBT
The following table lists outstanding subordinated debt as of December 31, 2024 and 2023.
| 2024 | 2023 | |
|---|---|---|
| Subordinated debentures | $23,946 | $23,594 |
| Subordinated notes | 73,531 | 73,327 |
| Total | $97,477 | $96,921 |
Subordinated Debentures
In conjunction with the 2012 acquisition of First Community Bancshares, Inc. (FCB), the Company assumed certain subordinated debentures owed to special purpose unconsolidated subsidiaries that are controlled by the Company, FCB Capital Trust II and FCB Capital Trust III, (“CTII” and “CTIII”, respectively).
On March 24, 2005, CTII, an unconsolidated subsidiary of the Company, issued $10,000 of variable rate trust preferred securities, all of which are outstanding at December 31, 2024 and 2023. The trust preferred securities issued by CTII were initially issued to accrue and pay distributions quarterly atthree-month LIBOR plus 2.00%; however, on July 12, 2023, after the LIBOR transitionit will now accrue and pay distributions quarterly atthree-month CME term SOFR plus a tenor spread adjustment of 0.26% plus 2.00% on the stated liquidation amount of the trust preferred securities. As an integral part of the acquisition of FCB, the Company has guaranteed fully and unconditionally all of the obligations of CTII. The guaranty covers the quarterly distributions and payments on liquidation or redemption of the trust preferred securities. These trust preferred securities are mandatorily redeemable upon maturity on April 15, 2035, or upon earlier redemption. The Company has the right to redeem the trust preferred securities in whole or in part, on or after April 15, 2015, at a redemption price specified in the indenture plus any accrued but unpaid interest to the redemption date. The proceeds from the sale of the trust preferred securities and the issuance of $310 in common securities to FCB were used by CTII to purchase $10,310 of floating rate subordinated debentures of FCB which have the same payment terms as the trust preferred securities.
On March 30, 2007, CTIII, an unconsolidated subsidiary of the Company, issued $5,000 of variable rate trust preferred securities, all of which are outstanding at December 31, 2023 and 2022. The trust preferred securities issued by CTIII were initially issued to accrue and pay distributions quarterly atthree-month LIBOR plus 1.89%; however, on September 15, 2023, after the LIBOR transition it will now accrue and pay distributions quarterly atthree-month CME term SOFR plus a tenor spread adjustment of 0.26% plus 1.89% on the stated liquidation amount of the trust preferred securities. As an integral part of the acquisition of FCB, the Company has guaranteed fully and unconditionally all of the obligations of CTIII. The guaranty covers the quarterly distributions and payments on liquidation or redemption of the trust preferred securities. These trust preferred securities are mandatorily redeemable upon maturity on June 15, 2037, or upon earlier redemption. The Company has the right to redeem the trust preferred securities in whole or in part at a redemption price specified in the indenture plus any accrued but unpaid interest to the redemption date. The proceeds from the sale of the trust preferred securities and the issuance of $155 in common securities to FCB were used by CTIII to purchase $5,155 of floating rate subordinated debentures of FCB which have the same payment terms as the trust preferred securities.
In conjunction with the 2016 acquisition of Community First Bancshares, Inc. (CFBI), the Company assumed certain subordinated debentures owed to a special purpose unconsolidated subsidiary, Community First (AR) Statutory Trust I, (“CFSTI”). The trust preferred securities issued by CFSTI were initially issued to accrue and pay distributions quarterly atthree-month LIBOR plus 3.25%; however, on September 26, 2023, after the LIBOR transition it will now accrue and pay distributions quarterly atthree-month CME term SOFR plus a tenor spread adjustment of 0.26% plus 3.25% on the stated liquidation amount of the trust preferred securities. These trust preferred securities are mandatorily redeemable upon maturity on December 26, 2032, or upon earlier redemption.
The common securities issued to the Company by the trusts possess sole voting rights with respect to matters involving those entities. The Company has the right to defer the payment of interest on all of its outstanding trust preferred securities. The Company has the right to declare such a deferral for up to 20 consecutive quarterly periods and deferral may only be declared as long as the Company is not then in default under the provisions of the Amended and Restated Trust Agreements. During the deferral period, interest on the indebtedness continues to accrue and the unpaid interest is compounded. As long as the deferral period continues, the Company is prohibited from: (i) declaring or paying any dividend on any of its capital stock, which would include both its common stock and the outstanding preferred stock issued to the Treasury, or (ii) making any payment on any debt security that is ranked equally with or junior to the securities issued by the trust.
In conjunction with the 2021 acquisition of ASBI, the Company assumed certain subordinated debentures owed to a special purpose unconsolidated subsidiary, American State Bank Statutory Trust I, (“ASBSTI”). The trust preferred securities issued by ASBSTI were initially issued to accrue and pay distributions quarterly at three-month LIBOR plus 1.80%; however, on September 15, 2023, after the LIBOR transition it will now accrue and pay distributions quarterly atthree-month CME term SOFR plus a tenor spread adjustment of.26% plus 1.80% on the stated liquidation amount of the trust preferred securities. These trust preferred securities are mandatorily redeemable upon maturity on September 15, 2035, or upon earlier redemption.
On September 15, 2005, ASBSTI, an unconsolidated subsidiary of the Company, issued $7,500 of variable rate trust preferred securities, all of which are outstanding at December 31, 2023, and December 31, 2022. As an integral part of the acquisition of ASBI, the Company has guaranteed fully and unconditionally all of the obligations of ASBSTI. The guaranty covers the quarterly distributions and payments on liquidation or redemption of the trust preferred securities. These trust preferred securities are mandatorily redeemable upon maturity on September 15, 2035, or upon earlier redemption. The Company has the right to redeem the trust preferred securities in whole or in part at a redemption price specified in the indenture plus any accrued but unpaid interest to the redemption date. The proceeds from the sale of the trust preferred securities and the issuance of $232 in common securities to ASBI were used by ASBSTI to purchase $7,732 of floating rate subordinated debentures of ASBI which have the same payment terms as the trust preferred securities.
The Company recorded debentures at an estimated fair value of $8,270, $4,187 and $7,732 as part of the acquisitions of FCB,CFBI and ASBSTI. The initial fair value adjustments will be amortized against earnings on a prospective basis.
At December 31, 2024 and 2023, the contractual balance and the unamortized fair value adjustments were as shown below.
| 2024 · 2023 | |||||||
|---|---|---|---|---|---|---|---|
| Weighted Average Rate · Weighted Average Term in Years · Weighted Average Rate · Weighted Average Term in Years | |||||||
| CTII subordinated debentures | $10,310 | 6.92% | 10.3 | $10,310 | 7.66% | 11.3 | |
| CTIII subordinated debentures | 5,155 | 6.51% | 12.5 | 5,155 | 7.54% | 13.5 | |
| CFSTI subordinated debentures | 5,155 | 7.84% | 8.0 | 5,155 | 8.87% | 9.0 | |
| ASBII subordinated debentures | 7,732 | 6.42% | 10.7 | 7,732 | 7.45% | 11.7 | |
| Total contractual balance | 28,352 | 28,352 | |||||
| Fair market value adjustments | (4,406) | (4,758) | |||||
| Total subordinated debentures | $23,946 | $23,594 | |||||
Subordinated debentures are included in Tier 1 capital for purposes of determining the Company’s compliance with regulatory capital requirements.
Subordinated Notes
On June 29, 2020, the Company entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold $42,000 in aggregate principal amount of its 7.00% Fixed-to-Floating Rate Subordinated Notes due 2030. The notes were issued under an Indenture, dated as of June 29, 2020 (the “Indenture”), by and between the Company and UMB Bank, N.A., as trustee. The notes will mature on June 30, 2030. From June 29, 2020, through June 29, 2025, the Company will pay interest on the notes semi-annually in arrears on June 30 and December 30 of each year, commencing on December 30, 2020, at a fixed interest rate of 7.00%. Beginning June 30, 2025, the notes convert to a floating interest rate, to be reset quarterly, equal to the then-current Three-Month Term SOFR, as defined in the Indenture, plus 688 basis points. Interest payments during the floating-rate period will be paid quarterly in arrears on March 30, June 30, September 30 and December 30 of each year, commencing on September 30, 2025. On July 23, 2020, the Company closed on an additional $33,000 of subordinated notes with the same terms as the June 29, 2020, issue.
Subordinated notes as of December 31, 2024, and December 31, 2023, are listed below.
| December 31, 2024 · December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|
| Weighted Average Rate · Weighted Average Term in Years · Weighted Average Rate · Weighted Average Term in Years | |||||||
| Subordinated notes | $75,000 | 7.00% | 5.5 | $75,000 | 7.00% | 6.5 | |
| Total principal outstanding | 75,000 | 75,000 | |||||
| Debt issuance cost | (1,469) | (1,673) | |||||
| Total subordinated notes | $73,531 | $73,327 | |||||
Subordinated notes are included in Tier 2 capital for purposes of determining the Company’s compliance with regulatory capital requirements.
Future Principal Repayments
Future principal repayments of the December 31, 2024, outstanding balances for all borrowings are as follows.
| RetailRepurchaseAgreements | FHLBAdvances | SubordinatedDebentures | SubordinatedNotes | FRB Borrowings | Total | |
|---|---|---|---|---|---|---|
| Due in one year or less | $37,246 | $178,073 | $— | $— | $— | $215,319 |
| Due after one year through two years | — | — | — | — | — | — |
| Due after two years through three years | — | — | — | — | — | — |
| Due after three years through four years | — | — | — | — | — | — |
| Due after four years through five years | — | — | — | — | — | — |
| Thereafter | — | — | 23,946 | 73,531 | — | 97,477 |
| Total | $37,246 | $178,073 | $23,946 | $73,531 | $— | $312,796 |
NOTE 12 – STOCKHOLDERS’ EQUITY
Preferred Stock
The Company’s articles of incorporation provide for the issuance of shares of preferred stock. There wereno shares of preferred stock outstanding at December 31, 2024, 2023, or 2022.
Common stock
The Company’s articles of incorporation provide for the issuance of 45,000,000 shares of Class A voting common stock (“Class A common stock”) and 5,000,000 shares of Class B non-voting common stock (“Class B common stock”), both of which have a par value of $0.01 per share.
On December 2, 2024, the Company entered into an underwriting agreement in connection with the registered private offering of 1,797,600 shares of the Company's Class A common stock at a price of $44.50 per share, including the underwriters' option to purchase 269,640 additional shares of Class A common stock, with an underwriter discount price of $27.44 per share. On December 4, 2024, the company issued and sold 2,067,240 shares of its Class A common stock pursuant to the underwriting agreement, which included the exercise in full of the underwriters' option to purchase additional shares of Class A common stock. The net proceeds to the Company from the common stock offering after deducting underwriting discounts and offering expenses payable by the Company, were approximately $87.4 million.
At December 31, 2024 and 2023, the following table presents shares that were issued and were held in treasury or were outstanding.
| 2024 | 2023 | |
|---|---|---|
| Class A common stock – issued | 22,807,163 | 20,460,615 |
| Class A common stock – held in treasury | (5,379,537) | (5,016,964) |
| Class A common stock – outstanding | 17,427,626 | 15,443,651 |
| Class B common stock – issued | 234,903 | 234,903 |
| Class B common stock – held in treasury | (234,903) | (234,903) |
| Class B common stock – outstanding | — | — |
Treasury stock is stated at cost, determined by the first-in, first-out method.
In September of 2021, the Company’s Board of Directors authorized an additional repurchase of up to 1,000,000 shares of the Company’s outstanding common stock, from time to time, beginning October 29, 2021, and concluding October 28, 2022. Under this program, during the year ended December 31, 2022 and 2021, the Company repurchased a total of 1,000,000 shares of the Company’s outstanding common stock at an average price paid of $32.11 per share.
In September of 2022, the Company’s Board of Directors authorized an additional repurchase of up to 1,000,000 shares of the Company’s outstanding common stock, from time to time, beginning October 1, 2022, and concluding September 30, 2023. Under this program, during the year ended December 31, 2023 and 2022, the company repurchased a total of 832,893 shares of the Company’s outstanding common stock at an average price paid of $27.89 per share.
In July of 2023, the Company’s Board of Directors authorized an additional repurchase of up to 1,000,000 shares of the Company’s outstanding common stock, from time to time, beginning October 1, 2023, and concluding September 30, 2024. The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares and it could be extended, modified or discontinued atany time without notice. Under this program, during the years ended December 2024 and 2023, thecompany repurchased a total of 362,573 shares of the Company's outstanding common stock at an average price paid of $32.71 per share. At September 30, 2024 there were 637,427 shares remaining under the program that expired.
In September of 2024, the Company's Board of Directors approved a share repurchase plan for up to 1,000,0000 shares of outstanding common stock beginning on October 1, 2024, and concluding on September 30, 2025. The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares and it could be extended, modified or discontinued at any time without notice. Non-objection from the Federal Reserve Bank of Kansas City related to this repurchase plan was received October 7, 2024. No shares were repurchased under this program during 2024.
Accumulated Other Comprehensive Income (Loss)
Forthe years ended December 31, 2024 and December 31, 2023, accumulated other comprehensive income consisted of (i) the after-tax effect of unrealized gains (losses) on available-for-sale securities and (ii) unrealized gains (losses) on cash flow hedges.
During 2024, 2023, and 2022, there were $(267), $(52,013) and $79 of gains/(losses) reclassified from accumulated other comprehensive income to net gains on sales of and settlement of securities within the consolidated statements of income.
Components of accumulated other comprehensive income as of December 31, 2024 and 2023, were as follows.
| Available-for-SaleSecurities | Cash Flow Hedges | AccumulatedOtherComprehensiveIncome | |
|---|---|---|---|
| Net unrealized or unamortized gains (losses) | $(74,797) | $2,073 | $(72,724) |
| Tax effect | 18,041 | (498) | 17,543 |
| $(56,756) | $1,575 | $(55,181) | |
| Net unrealized or unamortized gains (losses) | $(77,548) | $839 | $(76,709) |
| Tax effect | 18,995 | (206) | 18,789 |
| $(58,553) | $633 | $(57,920) |
NOTE 13 – INCOME TAXES
Income tax expense for the year ended December 31, 2024, 2023, and 2022 is listed in the following table
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Current income tax expense | |||
| Federal | $13,847 | $(3,072) | $6,679 |
| State | 1,017 | 101 | 3,321 |
| Total current income tax expense | 14,864 | (2,971) | 10,000 |
| Deferred income tax expense (benefit) | |||
| Federal | 2,703 | (2,349) | 2,197 |
| State | (1,907) | (86) | 397 |
| Total deferred income tax expense (benefit) | 796 | (2,435) | 2,594 |
| Total income tax expense | $15,660 | $(5,406) | $12,594 |
A reconciliation of income tax expense at the U.S. federal statutory rate (21% in 2024, 2023, and 2022) to the Company’s actual income tax expense for the year ended December 31, 2024, 2023, and 2022 is shown below.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Computed at the statutory rate | $16,439 | $507 | $14,759 |
| Increase (decrease) resulting from: | |||
| State and local taxes, net of federal benefit | 364 | (517) | 2,665 |
| Tax-exempt interest | (332) | (412) | (749) |
| Non-taxable life insurance income | (1,043) | (852) | (654) |
| Non-deductible expenses | 426 | 814 | 258 |
| Share-based payments | (477) | 2 | (200) |
| Federal tax credits | (92) | (3,715) | (4,330) |
| Investments reported under proportional amortization method | (1,441) | (1,253) | — |
| Bargain purchase gain | (448) | — | — |
| Change in valuation allowance | (1,410) | 98 | 354 |
| Other | 316 | 171 | 491 |
| Non-deductible transactions costs | 56 | 62 | — |
| Captive insurance company | (273) | (311) | — |
| BOLI surrender | 3,575 | — | — |
| Income tax expense | $15,660 | $(5,406) | $12,594 |
The increase in income tax expense when comparing December 31, 2023 to December 31, 2024 is the result of non-recurring reductions in pre-tax income due to losses generated in the sale of bonds in the prior year, current year gains and related tax penalties on the surrender of BOLI, and current year reductions in benefits reported under federal tax credits as new investments were reported under ASC 740-323 using the Proportional Amortization Method ("PAM"), offset by a reduction in income tax expense resulting from current year non-taxable bargain purchase gains and the reversal of a deferred tax asset valuation allowance for the expected current and future utilization of state net operating loss carryforwards. Under PAM, an election is made for qualifying investments on a tax credit by program basis and the cost of the investment is amortized through income tax expense or benefit as an offset to the non-refundable income tax credits and other income tax benefits that it received from the project entity.
Components of deferred tax assets and liabilities at December 31, 2024 and 2023 are shown in the table below.
| 2024 | 2023 | |
|---|---|---|
| Deferred tax assets | ||
| Allowance for credit losses | $10,812 | $11,075 |
| Tax credit carryforwards | 635 | 635 |
| Goodwill amortization | 1,952 | 2,311 |
| Accrued compensation | 2,270 | 1,850 |
| Net operating loss and attribute carryforwards | 3,473 | 4,763 |
| Net unrealized (gains) losses on securities and cash flow hedges | 17,544 | 18,789 |
| Other real estate owned | 661 | 475 |
| Acquired loans fair market value adjustments | 81 | — |
| Deferred Revenue | 209 | 336 |
| Acquired securities retained | 1,114 | 683 |
| Other | 650 | 542 |
| Gross deferred tax assets | 39,401 | 41,459 |
| Deferred tax liabilities | ||
| Assumed debt fair market value adjustments | 1,061 | 1,166 |
| Depreciation | 5,222 | 5,241 |
| Federal Home Loan Bank stock dividends | 121 | 15 |
| Core deposit intangibles | 2,644 | 662 |
| Acquired loans fair market value adjustments | — | 842 |
| Prepaid expenses | 684 | 658 |
| Other | 841 | 485 |
| Gross deferred tax liabilities | 10,573 | 9,069 |
| Valuation allowance | (852) | (2,262) |
| Net deferred tax asset (liability) | $27,976 | $30,128 |
Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax basis and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Federal net operating losses and capital losses generated in 2023 were fully utilized at December 31, 2024. Acquired federal tax credits totaling $635 at December 31, 2024, will expire between 2031 and 2034. The utilization of these tax credit carryforwards is not expected to be limited by Internal Revenue Code (“IRC”) sections 382 and 383.
The Company and its subsidiaries are subject to U.S. federal income tax as well as state income tax in multiple jurisdictions. The company utilized a portion of state net operating losses generated in previous periods. These net operating losses (excluding the state of Kansas) do not have a valuation allowance as they are expected to be utilized prior to their expiration which varies by state ranging from December 31, 2034, to December 31, 2043. Commercial banks are not allowed to file consolidated Kansas returns with non-bank group members. The state of Kansas allows net operating losses incurred for tax years beginning after December 31, 2017, to be carried forward indefinitely while those generated prior to this can be carried forward ten years. The Company utilized $11,008 of Kansas net operating loss for the year ended December 31, 2024. At the end of the period, the Company had unused Kansas net operating loss carryforwards of approximately $48,180 generated through operations and $12,090 acquired through acquisitions. These net operating losses have a valuation allowance of $16,591 recorded against them and expire between 2026 and 2027 for those incurred for tax years beginning before December 31, 2017, with the remaining carried forward indefinitely.
The valuation allowance for deferred tax assets as of December 31, 2023, and December 31, 2024 was $2,262 and $852 respectively. The valuation allowance at each date was primarily related to Kansas state net operating recognized for financial reporting purposes. In establishing a valuation allowance, management considers whether it is more likely than not that some or all the deferred tax assets will not be realized. Based on this analysis, certain deferred tax assets have a valuation allowance recorded against them resulting in a zero carrying value. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities (including the effect in available carryback and carryforward periods), projected taxable income, and tax-planning strategies in making this assessment. For the year ending December 31, 2024, the Company recorded a net valuation allowance release of $1,410 as a result of management’s reassessment of the amount of net operating loss deferred tax assets that are more likely than not to be realized.
There areno material unrecognized tax benefits for the years ended December 31, 2024 and 2023. The Company doesnot expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months.
The Company is generally no longer subject to U.S. federal, state and local tax examinations for years before 2020. There are currently no examinations open at the federal or state level.
NOTE 14 – REGULATORY MATTERS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Regulatory capital rules require banks to maintain a Common Equity Tier 1 capital ratio of 6.5%, a total Tier 1 capital ratio of 8%, a total capital ratio of 10% and a leverage ratio of 5% to be deemed “well capitalized” for purposes of certain rules and prompt corrective action requirements. The risk-based ratios include a “capital conservation buffer” of 2.5%. An institution is subject to limitations on certain activities, including payment of dividends, share repurchases and discretionary bonuses to executive officers, if its capital level is below the buffer amount. Management believes as of December 31, 2024, the Company and Bank meet all capital adequacy requirements to which they are subject.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as are asset growth and acquisitions and capital restoration plans are required.
As of December 31, 2024, the most recent notifications from the federal regulatory agencies categorized Equity Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, Equity Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed Equity Bank’s category.
The Company’s and Equity Bank’s capital amounts and ratios at December 31, 2024 and 2023, are presented in the tables below. Ratios provided for Equity Bancshares, Inc. represent the ratios of the Company on a consolidated basis.
| Actual · Minimum Required forCapital AdequacyUnder Basel III · To Be WellCapitalized UnderPrompt CorrectiveProvisions | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Amount · Ratio · Amount · Ratio · Amount · Ratio | |||||||||
| Total capital to risk weighted assets | |||||||||
| Equity Bancshares, Inc. | $720,736 | 18.07% | $418,716 | 10.50% | $ | N/A | N/A | ||
| Equity Bank | 607,579 | 15.27% | 417,722 | 10.50% | 397,830 | 10.00% | |||
| Tier 1 capital to risk weighted assets | |||||||||
| Equity Bancshares, Inc. | 602,496 | 15.11% | 338,961 | 8.50% | N/A | N/A | |||
| Equity Bank | 562,870 | 14.15% | 338,156 | 8.50% | 318,264 | 8.00% | |||
| Common equity Tier 1 capital to risk weighted assets | |||||||||
| Equity Bancshares, Inc. | 578,550 | 14.51% | 279,144 | 7.00% | N/A | N/A | |||
| Equity Bank | 562,870 | 14.15% | 278,481 | 7.00% | 258,590 | 6.50% | |||
| Tier 1 leverage to average assets | |||||||||
| Equity Bancshares, Inc. | 602,496 | 11.67% | 206,442 | 4.00% | N/A | N/A | |||
| Equity Bank | 562,870 | 10.93% | 206,000 | 4.00% | 257,500 | 5.00% | |||
| Actual · Minimum Required forCapital AdequacyUnder Basel III · To Be WellCapitalized UnderPrompt CorrectiveProvisions | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Amount · Ratio · Amount · Ratio · Amount · Ratio | |||||||||
| Total capital to risk weighted assets | |||||||||
| Equity Bancshares, Inc. | $589,131 | 15.48% | $399,729 | 10.50% | $ | N/A | N/A | ||
| Equity Bank | 571,938 | 15.05% | 399,006 | 10.50% | 380,006 | 10.00% | |||
| Tier 1 capital to risk weighted assets | |||||||||
| Equity Bancshares, Inc. | 470,659 | 12.36% | 323,590 | 8.50% | N/A | N/A | |||
| Equity Bank | 526,793 | 13.86% | 323,005 | 8.50% | 304,004 | 8.00% | |||
| Common equity Tier 1 capital to risk weighted assets | |||||||||
| Equity Bancshares, Inc. | 447,064 | 11.74% | 266,486 | 7.00% | N/A | N/A | |||
| Equity Bank | 526,793 | 13.86% | 266,004 | 7.00% | 247,004 | 6.50% | |||
| Tier 1 leverage to average assets | |||||||||
| Equity Bancshares, Inc. | 470,659 | 9.46% | 199,112 | 4.00% | N/A | N/A | |||
| Equity Bank | 526,793 | 10.60% | 198,782 | 4.00% | 248,477 | 5.00% | |||
Equity Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval.
NOTE 15 – RELATED PARTY TRANSACTIONS
At December 31, 2024 and 2023, the Company had loans outstanding to executive officers, directors, significant stockholders and their affiliates (related parties) in the amount of $11,696 and $8,331. Changes during 2024 are listed below.
| Balance at January 1, 2024 | $8,331 |
|---|---|
| New loans/advances | 5,790 |
| Repayments | (2,425) |
| Balance at December 31, 2024 | $11,696 |
At December 31, 2024 and 2023, the Company had deposits from executive officers, directors, significant stockholders and their affiliates (related parties) in the amount of $11,652 and $10,157.
The Company has a director that is the Chief Executive Officer of a design and construction firm that the Company periodically engages to perform general contractor services. For the years ended December 31, 2024, 2023 and 2022, the Company paid the designand construction firm $2,180, $5,768, and $287, and substantially all of these payments are capitalized as premises and equipment and depreciated over the estimated life of the property. At December 31, 2024 and 2023, the Company hadno accrued payables outstanding to the design and construction firm.
NOTE 16 – EMPLOYEE BENEFITS
The Company has a defined contribution profit sharing plan and a retirement savings 401(k) plan covering substantially all employees. Employees may contribute up to IRS maximum contribution limit. Contributions to the profit-sharing plan and 401(k) plan are discretionary and are determined annually by the Board of Directors. Employer contributions charged to expense for 2024, 2023, and 2022 were $1,291 $1,346 and $1,253.
As a result of the acquisition of First Independence, the Company assumed the obligations related to First Independence’s participation in the Pentegra Defined Benefit Plan for Financial Institutions, a tax-qualified defined benefit pension plan. The Pentegra Defined Benefit Plan is treated as a multi-employer plan for accounting purposes but operates as a multiple-employer plan under the Employee Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code. As a result, certain multi-employer plan disclosures are not applicable to the Pentegra Defined Benefit Plan. Under the Pentegra Defined Benefit Plan, contributions made by a participating employer may be used to provide benefits to employees of other participating employers because assets contributed by an employer are not segregated in a separate account or restricted to provide benefits only to employees of that employer. Also, in the event a participating employer is unable to meet its contribution requirements, the required contributions for the other participating employers could increase proportionately.
The Pentegra Defined Benefit Plan covered substantially all officers and employees of First Independence who began employment prior to December 31, 2009, with 49 participants retaining benefits under the plan.
The Pentegra Defined Benefit Plan operates on a fiscal year from July 1 through June 30 and files one Form 5500 on behalf of all employers who participate in the plan. The Employer Identification Number is 13-5645888 and the three-digit plan number is 333. There areno collective bargaining agreements in place at the Company.
The Pentegra Defined Benefit Plan’s annual valuation process includes calculating the plan’s funded status and separately calculating the funded status of each participating employer. The funded status is defined as the market value of assets divided by the funding target (100 percent of the present value of all benefit liabilities accrued at that date). As permitted by ERISA, the Pentegra Defined Benefit Plan accepts contributions for the prior plan year up to eight and a half months after the asset valuation date. As a result, the fair value of assets at the valuation date (July 1) will increase by any subsequent contributions designated for the immediately preceding plan year ended June 30. The most recent Form 5500 available for the Pentegra Defined Benefit Plan is for the year ended June 30, 2023.
The following table presents the net pension cost and funded status of the Company relating to the Pentegra Defined Benefit Plan since the date of acquisition (dollar amounts in thousands).
| 2024 | 2023 | |
|---|---|---|
| Net pension cost charged to salaries and employee benefits | $65 | $54 |
| Pentegra defined benefit plan funded status as of July 1 | 111.97% | 113.64% |
| Plan's funded status as of July 1 | 88.99% | 87.84% |
| Contributions paid to the plan | $74 | $53 |
The Company’s contributions to the Pentegra Defined Benefit Plan were less than 5.00% of the total contributions to the Pentegra Defined Benefit plan for the plan year ended June 30, 2023.
The Bank sponsors and maintains the Equity Bank Executive Deferred Compensation Plan (the “SERP”). The SERP is an unfunded nonqualified deferred compensation plan intended to provide supplemental retirement benefits to key employees of the Company (which may include any of our named executive officers). Participants in the SERP receive notional contributions to their SERP accounts at such time(s) and in such amount(s) as approved by the Compensation Committee. Amounts notionally credited to a participant’s account under the SERP will be adjusted for earnings and losses based on the participant’s investment elections (which currently mirror the investment fund options available under the Bank’s 401(k) retirement savings plan). A participant becomes vested in his or her SERP account based on the participant’s completed years of SERP participation, with vesting currently at a rate of 10% for each completed year of SERP participation. Employer contributions charged to expense for 2024, 2023, and 2022 were $408, $66 and $0.
NOTE 17 – SHARE-BASED PAYMENTS
The Company’s 2022 Omnibus Equity Plan (the Plan) reserved 760,000 shares for the grant of non-qualified stock options, restricted stock units, restricted stock and unrestricted stock to its employees and directors. The Plan replaced the Amended and Restated 2013 Stock Incentive Plan (2013 Plan). Under the 2013 Plan, there were 148,768 and 271,491 remaining fully vested and exercisable options outstanding at December 31, 2024 and 2023. No new grants of options may be made under the 2013 Plan. The Company believes that stock-based awards better align the interests of its employees with those of its stockholders. Under the Company’s 2024 and 2023 director compensation policy, the directors receive a portion of their compensation in stock.
The following tables summarize the share and expense activity for the directors for the years ended December 31, 2024, and 2023.
| December 31, 2024 | December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Stock Options | Restricted Stock Units | Restricted Stock Awards | Total | Stock Options | Restricted Stock Units | Restricted Stock Awards | Total | |
| Outstanding at beginning of year | 56,339 | — | 15,400 | 71,739 | 105,567 | 10,700 | — | 116,267 |
| Granted | 9,838 | — | 7,768 | 17,606 | — | — | 15,400 | 15,400 |
| Vested | — | — | (15,400) | (15,400) | — | (10,700) | — | (10,700) |
| Exercised | (34,046) | — | — | (34,046) | (7,579) | — | — | (7,579) |
| Forfeited or expired | — | — | — | — | (41,649) | — | — | (41,649) |
| Outstanding at end of year | 32,131 | — | 7,768 | 39,899 | 56,339 | — | 15,400 | 71,739 |
| December 31, 2024 | December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Stock Options Expense | Restricted Stock Units Expense | Restricted Stock Awards Expense | Total | Stock Options Expense | Restricted Stock Units Expense | Restricted Stock Awards Expense | Total | |
| Granted | $94 | $— | $175 | $269 | $— | $— | $165 | $165 |
| Vested | — | — | 112 | 112 | — | 163 | — | 163 |
| Forfeited or expired | — | — | — | — | — | — | — | — |
| Outstanding at end of year | $94 | $— | $287 | $381 | $— | $163 | $165 | $328 |
Stock Option Awards: Options granted to directors and employees under the Plan vest depending on the passage of time or the achievement of performance targets, depending on the terms of the underlying grant.
The following tables summarize stock option activity for the years ended December 31, 2024 and 2023.
| December 31, 2024 | Options | WeightedAverageExercisePrice | WeightedAverageRemainingContractualTerm(Years) | AggregateIntrinsicValue |
|---|---|---|---|---|
| Outstanding at beginning of year | 376,446 | $26.71 | 5 | $2,780 |
| Granted | 307,872 | 31.48 | 9 | 3,068 |
| Exercised | (147,777) | 23.73 | 1 | (2,762) |
| Forfeited or expired | (41,361) | 32.68 | 8 | (403) |
| Outstanding at end of year | 495,180 | $30.07 | 9 | $6,101 |
| Fully vested and expected to vest | 495,180 | $30.07 | 9 | $6,101 |
| Exercisable at end of year | 148,768 | $30.37 | 8 | $1,793 |
| December 31, 2023 | Options | WeightedAverageExercisePrice | WeightedAverageRemainingContractualTerm(Years) | AggregateIntrinsicValue |
|---|---|---|---|---|
| Outstanding at beginning of year | 379,096 | $27.72 | 4 | $2,118 |
| Granted | 101,387 | 24.41 | 10 | 963 |
| Exercised | (12,829) | 15.83 | 2 | (232) |
| Forfeited or expired | (91,208) | 31.53 | 6 | (1) |
| Outstanding at end of year | 376,446 | $26.71 | 5 | $2,780 |
| Fully vested and expected to vest | 376,446 | $26.71 | 5 | $2,780 |
| Exercisable at end of year | 271,491 | $27.40 | 3 | $1,838 |
Thefair values of stock options granted during the years ended December 31, 2024, 2023, and 2022, were estimated to be $13.06 per share, $9.86 per share, and $11.23 per share. The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model. Expected stock price volatility is based on the weighted average of historical volatility of Equity Bank stock and the KBW Nasdaq Bank Index. The expected term of options granted is based on the Simplified Method. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.
The fair values of options granted were determined using the following weighted-average assumptions as of grant dates.
| 2024 | 2023 | |
|---|---|---|
| Risk free rate | 4.28% | 3.67% |
| Market value of stock on grant date | $31.48 | $24.41 |
| Expected term (in years) | 7.1 | 6.2 |
| Expected volatility | 34.31% | 33.76% |
| Dividend rate | 1.29% | —% |
Compensation expense for stock options is recognized as the options vest. Total stock option compensation cost that has been charged against income was $808, $342, and $260 for 2024, 2023, and 2022. The total income tax benefit was $200, $85 and $64. At December 31, 2024, there was $3,516 of unrecognized compensation expense related to non-vested stock options granted under the Plan. Unrecognized compensation expense at December 31, 2024, will be recognized over a remaining weighted average period of 3.7 years.
Restricted Stock Unit Awards: Restricted stock units (RSUs) granted to employees under the Plan represent the right to receive one share of Company stock upon vesting, in accordance with the vesting schedule provided in each award agreement. To the extent vested, the RSUs become Class A voting common stock withinten calendar days of the vesting date. Non-vested RSUs have no voting rights and are not considered outstanding until vesting. The fair value of the RSUs is determined by the closing price of the Company’s stock on the date of grant.
A summary of changes in the Company’s non-vested RSUs is shown below.
| Non-vested Restricted Stock Units | Shares | WeightedAverageGrant Date Fair Value |
|---|---|---|
| Non-vested RSUs at January 1, 2024 | 267,975 | $26.19 |
| Granted | 148,954 | 32.87 |
| Vested | (94,298) | 26.25 |
| Forfeited | (45,068) | 29.86 |
| Outstanding at December 31, 2024 | 277,563 | $30.95 |
| Non-vested Restricted Stock Units | Shares | WeightedAverageGrant Date Fair Value |
| Non-vested RSUs at January 1, 2023 | 337,250 | $27.35 |
| Granted | 152,029 | 28.68 |
| Vested | (122,420) | 27.72 |
| Forfeited | (98,884) | 27.06 |
| Outstanding at December 31, 2023 | 267,975 | $26.19 |
Compen sation expense is recognized over the vesting period of the award based on the fair value of RSU awards at the grant date. The Company recognized share-based compensation attributable to RSUs of $2,726, $2,193 and $2,897 for the years ended December 31, 2024, 2023, and 2022. The total income tax benefit was $675, $543 and $719 for the same time periods. Unrecognized RSU compensation expense of $5,589 at December 31, 2024, will be recognized over a remaining weighted average period of 2.8 years.
Restricted Stock Awards: Restricted stock awards (RSAs) granted to employees under the Plan represent the right to receive one share of Company stock upon vesting, in accordance with the vesting schedule provided in each award agreement. To the extent vested, the RSAs become Class A voting common stock withinten calendar days of the vesting date. Non-vested RSAs have no voting rights and are not considered outstanding until vesting. The fair value of the RSAs is determined by the closing price of the Company’s stock on the date of grant.
A summary of changes in the Company's non-vested RSAs is shown below.
| Non-vested Restricted Stock Awards | Shares | WeightedAverageGrant Date Fair Value |
|---|---|---|
| Non-vested RSAs at January 1, 2024 | 15,400 | $21.44 |
| Granted | 7,768 | 33.49 |
| Vested | (15,400) | 21.44 |
| Forfeited | — | — |
| Outstanding at December 31, 2024 | 7,768 | $33.49 |
| Non-vested Restricted Stock Awards | Shares | WeightedAverageGrant Date Fair Value |
| Non-vested RSAs at January 1, 2023 | — | $— |
| Granted | 15,400 | 21.44 |
| Vested | — | — |
| Forfeited | — | — |
| Outstanding at December 31, 2023 | 15,400 | $21.44 |
Compensation expense is recognized over the vesting period of the award based on the fair value of RSA awards at the grant date. The Company recognized share-based compensation attributable to RSAs of $286, $218 and $0 for the years ended December 31, 2024, 2023, and 2022. The total income tax benefit was $71, $54 and $0 for the same time periods. Unrecognized RSA compensation expense of $86 at December 31, 2024, will be recognized over a remaining weighted average period of 0.3 years.
Employee Stock Purchase Plan:
On January 27, 2019, the Company’s Board of Directors adopted the Equity Bancshares, Inc. 2019 Employee Stock Purchase Plan (“ESPP”) and reserved 500,000 shares of common stock for issuance. The ESPP was approved by the Company’s stockholders on April 24, 2019. The ESPP enables eligible employees to purchase the Company’s common stock at a price per share equal to 85% of the lower of the fair market value of the common stock at the beginning or end of each offering period. The following table presents the offering periods and costs associated with this program.
| Offering Period | Shares Purchased | Cost Per Share | Compensation Expense |
|---|---|---|---|
| August 15, 2021 to February 14, 2022 | 14,274 | 27.37 | 69 |
| February 15, 2022 to August 14, 2022 | 14,555 | 27.61 | 71 |
| August 15, 2022 to February 14, 2023 | 17,058 | 26.18 | 81 |
| February 15, 2023 to August 14, 2023 | 14,548 | 22.34 | 57 |
| August 15, 2023 to February 14, 2024 | 16,884 | 21.79 | 65 |
| February 15, 2024 to August 14, 2024 | 12,581 | 28.52 | 63 |
NOTE 18 – EARNINGS PER SHARE
Earnings per share were computed as shown below.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Basic: | |||
| Net income (loss) allocable to common stockholders | $62,621 | $7,821 | $57,688 |
| Weighted average common shares outstanding | 15,486,928 | 15,531,712 | 16,212,429 |
| Weighted average vested restricted stock units | 2,442 | 4,060 | 1,620 |
| Weighted average shares | 15,489,370 | 15,535,772 | 16,214,049 |
| Basic earnings (losses) per common share | $4.04 | $0.50 | $3.56 |
| Diluted: | |||
| Net income (loss) allocable to common stockholders | $62,621 | $7,821 | $57,688 |
| Weighted average common shares outstanding for: | |||
| Basic earnings per common share | 15,489,370 | 15,535,772 | 16,214,049 |
| Dilutive effects of the assumed exercise of stock options | 72,760 | 37,952 | 92,893 |
| Dilutive effects of the assumed redemption of RSUs | 108,049 | 72,448 | 129,056 |
| Dilutive effects of the assumed exercise of Employee Stock Purchase Plan | 1,495 | 2,670 | 1,908 |
| Average shares and dilutive potential common shares | 15,671,674 | 15,648,842 | 16,437,906 |
| Diluted earnings (losses) per common share | $4.00 | $0.50 | $3.51 |
Average outstanding stock options and RSUs not included in the computation of diluted earnings (loss) because they were antidilutive are shown below.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Stock options | 181,918 | 272,414 | 78,645 |
| Restricted stock units | 5,415 | 66,279 | 452 |
| Total antidilutive shares | 187,333 | 338,693 | 79,097 |
NOTE 19 – FAIR VALUE
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to disclose the fair value of its financial instruments. 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. For disclosure purposes, the Company groups its financial and non-financial assets and liabilities into three different levels based on the nature of the instrument and the availability and reliability of the information that is used to determine fair value. The three levels of inputs that may be used to measure fair values are defined as follows.
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 reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
Level 1 inputs are considered to be the most transparent and reliable. The Company assumes the use of the principal market to conduct a transaction of each particular asset or liability being measured and then considers the assumptions that market participants would use when pricing the asset or liability. Whenever possible, the Company first looks for quoted prices for identical assets or liabilities in active markets (Level 1 inputs) to value each asset or liability. However, when inputs from identical assets or liabilities on active markets are not available, the Company utilizes market observable data for similar assets and liabilities. The Company maximizes the use of observable inputs and limits the use of unobservable inputs to occasions when observable inputs are not available. The need to use unobservable inputs generally results from the lack of market liquidity of the actual financial instrument or of the underlying collateral. Although, in some instances, third party price indications may be available, limited trading activity can challenge the implied value of those quotations.
The following is a description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of each instrument under the hierarchy.
Fair Value of Assets and Liabilities Measured on a Recurring Basis
The fair values of available-for-sale securities are carried at fair value on a recurring basis. To the extent possible, observable quoted prices in an active market are used to determine fair value and, as such, these securities are classified as Level 1. For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities, generally determined by matrix pricing, which is a mathematical technique widely used in the industry to value securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). The Company’s available-for-sale securities include residential mortgage-backed securities (all of which are issued or guaranteed by government sponsored agencies) and are classified as Level 2.
The fair values of derivatives are determined based on a valuation pricing model using readily available observable market parameters such as interest rate yield curves (Level 2 inputs) adjusted for credit risk attributable to the seller of the derivative.
Assets and liabilities measured at fair value on a recurring basis are summarized below.
| Level 1 | Level 2 | Level 3 | |
|---|---|---|---|
| Assets: | |||
| Available-for-sale securities: | |||
| U.S. Government-sponsored entities | $— | $65,094 | $— |
| U.S. Treasury securities | 86,563 | — | — |
| Mortgage backed securities | |||
| Government-sponsored residential mortgage backed securities | — | 589,172 | — |
| Private label residential mortgage backed securities | — | 124,664 | — |
| Corporate | — | 58,652 | — |
| Small Business Administration loan pools | — | 6,266 | — |
| State and political subdivisions | — | 74,044 | — |
| Derivative assets: | |||
| Derivative assets (included in other assets) | — | 8,055 | — |
| Cash collateral held by counterparty and netting adjustments | (7,173) | — | — |
| Total derivative assets | (7,173) | 8,055 | — |
| Other assets: | |||
| Equity securities with readily determinable fair value | 1,031 | — | — |
| Total other assets | 1,031 | — | — |
| Total assets | $80,421 | $925,947 | $— |
| Liabilities: | |||
| Derivative liabilities: | |||
| Derivative liabilities (included in other liabilities) | $— | $3,546 | $— |
| Cash collateral held by counterparty and netting adjustments | 97 | — | — |
| Total derivative liabilities | 97 | 3,546 | — |
| Total liabilities | $97 | $3,546 | $— |
| Level 1 | Level 2 | Level 3 | |
|---|---|---|---|
| Assets: | |||
| Available-for-sale securities: | |||
| U.S. Government-sponsored entities | $— | $33,087 | $— |
| U.S. Treasury securities | 89,256 | — | — |
| Mortgage backed securities | |||
| Government-sponsored residential mortgage backed securities | — | 529,143 | — |
| Private label residential mortgage backed securities | — | 137,841 | — |
| Corporate | — | 49,683 | — |
| Small Business Administration loan pools | — | 7,727 | — |
| State and political subdivisions | — | 72,911 | — |
| Derivative assets: | |||
| Derivative assets (included in other assets) | — | 7,002 | — |
| Cash collateral held by counterparty and netting adjustments | (6,406) | — | — |
| Total derivative assets | (6,406) | 7,002 | — |
| Other assets: | |||
| Equity securities with readily determinable fair value | 674 | — | — |
| Total other assets | 674 | — | — |
| Total assets | $83,524 | $837,394 | $— |
| Liabilities: | |||
| Derivative liabilities: | |||
| Derivative liabilities (included in other liabilities) | $— | $3,656 | $— |
| Cash collateral held by counterparty and netting adjustments | (454) | — | — |
| Total derivative liabilities | (454) | 3,656 | — |
| Total liabilities | $(454) | $3,656 | $— |
There wereno transfers between Levels during 2024 or 2023. The Company’s policy is to recognize transfers into or out of a level as of the end of a reporting period.
Fair Value of Assets and Liabilities Measured on a Non-recurring Basis
Certain assets are measured at fair value on a non-recurring basis when there is evidence of loans individually assessed for credit losses. The fair values of loans individually assessed for credit losses with specific allocations of the allowance for credit losses are generally based on recent real estate appraisals of the collateral. Declines in the fair values of other real estate owned, subsequent to their initial acquisitions, are also based on recent real estate appraisals less selling costs.
Real estate appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.
Assets measured at fair value on a non-recurring basis are summarized below.
| Level 1 | Level 2 | Level 3 | |
|---|---|---|---|
| Loans individually evaluated for credit losses: | |||
| Commercial real estate | $— | $— | $3,375 |
| Commercial and industrial | — | — | 6,316 |
| Residential real estate | — | — | 3,525 |
| Agricultural real estate | — | — | 3,040 |
| Other | — | — | 1,113 |
| Other real estate owned: | |||
| Commercial real estate | — | — | 2,173 |
| Residential real estate | — | — | 25 |
| Level 1 | Level 2 | Level 3 | |
|---|---|---|---|
| Loans individually evaluated for credit losses: | |||
| Commercial real estate | $— | $— | $1,616 |
| Commercial and industrial | — | — | 3,706 |
| Residential real estate | — | — | 6,165 |
| Agricultural real estate | — | — | 2,606 |
| Other | — | — | 2,442 |
| Other real estate owned: | |||
| Commercial real estate | — | — | 1,061 |
| Residential real estate | — | — | 170 |
The Company didnot record any liabilities for which the fair value was measured on a non-recurring basis during the years ended December 31, 2024 and 2023.
Valuations of loans and other real estate owned individually assessed for credit losses utilize third party appraisals or broker price opinions and are classified as Level 3 due to the significant judgment involved. Appraisals may include the utilization of unobservable inputs, subjective factors and utilize quantitative data to estimate fair market value.
The following table presents additional information about the unobservable inputs used in the fair value measurement of financial assets measured on a nonrecurring basis that were categorized with Level 3 of the fair value hierarchy.
| FairValue | ValuationTechnique | UnobservableInput | Range(weightedaverage) | |
|---|---|---|---|---|
| Real estate loans individually evaluated for credit losses | $17,369 | Sales ComparisonApproach | Adjustments for differencesbetween comparable sales | 5% - 44%(24%) |
| Other real estate owned individually evaluated for credit losses | $2,198 | Sales ComparisonApproach | Adjustments for differencesbetween comparable sales | 3% - 13%(8%) |
| Real estate loans individually evaluated for credit losses | $16,535 | Sales ComparisonApproach | Adjustments for differencesbetween comparable sales | 3% - 34%(19%) |
| Other real estate owned individually evaluated for credit losses | $1,231 | Sales ComparisonApproach | Adjustments for differencesbetween comparable sales | 7% - 28%(18%) |
Carrying amounts and estimated fair values of financial instruments at year end were as follows as of the date indicated.
| CarryingAmount | EstimatedFair Value | Level 1 | Level 2 | Level 3 | |
|---|---|---|---|---|---|
| Financial assets: | |||||
| Cash and cash equivalents | $383,747 | $383,747 | $383,747 | $— | $— |
| Available-for-sale securities | 1,004,455 | 1,004,455 | 86,563 | 917,892 | — |
| Held-to-maturity securities | 5,217 | 5,214 | — | 5,214 | — |
| Loans held for sale | 513 | 513 | — | 513 | |
| Loans, net of allowance for credit losses | 3,457,549 | 3,405,767 | — | — | 3,405,767 |
| Federal Reserve Bank and Federal Home Loan Bank stock | 27,875 | 27,875 | — | 27,875 | — |
| Interest receivable | 28,913 | 28,913 | — | 28,913 | — |
| Derivative assets | 8,055 | 8,055 | — | 8,055 | — |
| Cash collateral held by derivative counterparty and netting adjustments | (7,173) | (7,173) | (7,173) | — | — |
| Total derivative assets | 882 | 882 | (7,173) | 8,055 | — |
| Equity securities with readily determinable fair value | 1,031 | 1,031 | 1,031 | — | — |
| Total assets | $4,910,182 | $4,858,397 | $464,168 | $988,462 | $3,405,767 |
| Financial liabilities: | |||||
| Deposits | $4,374,789 | $4,370,728 | $— | $4,370,728 | $— |
| Federal funds purchased and retail repurchase agreements | 37,246 | 37,246 | — | 37,246 | — |
| Federal Home Loan Bank advances | 178,073 | 178,073 | — | 178,073 | — |
| Subordinated debentures | 23,946 | 23,946 | — | 23,946 | — |
| Subordinated notes | 73,531 | 73,156 | — | 73,156 | — |
| Contractual obligations | 12,067 | 12,067 | — | 12,067 | — |
| Interest payable | 5,032 | 5,032 | — | 5,032 | — |
| Derivative liabilities | 3,546 | 3,546 | — | 3,546 | — |
| Cash collateral held by derivative counterparty and netting adjustments | 97 | 97 | 97 | — | — |
| Total derivative liabilities | 3,643 | 3,643 | 97 | 3,546 | — |
| Total liabilities | $4,708,327 | $4,703,891 | $97 | $4,703,794 | $— |
| CarryingAmount | EstimatedFair Value | Level 1 | Level 2 | Level 3 | |
|---|---|---|---|---|---|
| Financial assets: | |||||
| Cash and cash equivalents | $379,099 | $379,099 | $379,099 | $— | $— |
| Available-for-sale securities | 919,648 | 919,648 | 89,256 | 830,392 | — |
| Held-to-maturity securities | 2,209 | 2,250 | — | 2,250 | — |
| Loans held for sale | 476 | 476 | — | 476 | — |
| Loans, net of allowance for credit losses | 3,289,381 | 3,227,789 | — | — | 3,227,789 |
| Federal Reserve Bank and Federal Home Loan Bank stock | 20,608 | 20,608 | — | 20,608 | — |
| Interest receivable | 25,497 | 25,497 | — | 25,497 | — |
| Derivative assets | 7,002 | 7,002 | — | 7,002 | — |
| Cash collateral held by derivative counterparty and netting adjustments | (6,406) | (6,406) | (6,406) | — | — |
| Total derivative assets | 596 | 596 | (6,406) | 7,002 | — |
| Equity securities with readily determinable fair value | 674 | 674 | 674 | — | — |
| Total assets | $4,638,188 | $4,576,637 | $462,623 | $886,225 | $3,227,789 |
| Financial liabilities: | |||||
| Deposits | $4,145,455 | $4,140,501 | $— | $4,140,501 | $— |
| Federal funds purchased and retail repurchase agreements | 43,582 | 43,582 | — | 43,582 | — |
| Federal Home Loan Bank advances | 100,000 | 100,000 | — | 100,000 | — |
| Federal Reserve Bank borrowings | 140,000 | 140,000 | — | 140,000 | — |
| Subordinated debentures | 23,594 | 23,594 | — | 23,594 | — |
| Subordinated notes | 73,327 | 71,827 | — | 71,827 | — |
| Contractual obligations | 19,315 | 19,315 | — | 19,315 | — |
| Interest payable | 9,180 | 9,180 | — | 9,180 | — |
| Derivative liabilities | 3,656 | 3,656 | — | 3,656 | — |
| Cash collateral held by derivative counterparty and netting adjustments | (454) | (454) | (454) | — | — |
| Total derivative liabilities | 3,202 | 3,202 | (454) | 3,656 | — |
| Total liabilities | $4,557,655 | $4,551,201 | $(454) | $4,551,655 | $— |
The fair value of off-balance-sheet items is not considered material.
NOTE 20 – COMMITMENTS AND CREDIT RISK
The Company extends credit for commercial real estate mortgages, residential mortgages, working capital financing and loans to businesses and consumers.
Commitments to Originate Loans and Available Lines of Credit
Commitments to originate loans and available lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments and lines of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments and lines of credit may expire without being drawn upon, the total commitment and lines of credit amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate, and residential real estate. Mortgage loans in the process of origination represent amounts that the Company plans to fund within a normal period of 60 to 90 days and are intended for sale to investors in the secondary market.
The contractual amounts of commitments to originate loans and available lines of credit as of December 31, 2024 and 2023 were as follows.
| December 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| FixedRate | VariableRate | FixedRate | VariableRate | |
| Commitments to make loans | $28,758 | $389,370 | $47,465 | $343,715 |
| Mortgage loans in the process of origination | 1,345 | 2,252 | 4,574 | 357 |
| Unused lines of credit | 162,753 | 377,091 | 124,893 | 355,270 |
At December 31, 2024, the fixed rate loan commitments have interest rates ranging from 3.75% to 18.00% and maturities ranging from 1 month to 150 months.
Standby Letters of Credit:
Standby letters of credit are irrevocable commitments issued by the Company to guarantee the performance of a customer to a third party once specified preconditions are met. Financial standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. Performance standby letters of credit are issued to guarantee performance of certain customers under non-financial contractual obligations. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers. The contractual amounts of standby letters of credit as of December 31, 2024 and 2023 are listed below.
| December 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| FixedRate | VariableRate | FixedRate | VariableRate | |
| Standby letters of credit | $15,081 | $27,715 | $18,145 | $30,680 |
NOTE 21 – LEGAL MATTERS
The Company is party to various matters of litigation in the ordinary course of business. The Company periodically reviews all outstanding pending or threatened legal proceedings and determines if such matters will have an adverse effect on the business, financial condition, results of operations or cash flows. A loss contingency is recorded when the outcome is probable and reasonably able to be estimated. Any loss contingency described below has been identified by the Company as reasonably possible to result in an unfavorable outcome for the Company or the Bank.
Equity Bank is party to a lawsuit filed on January 28, 2022, in the Sedgwick County Kansas District Court on behalf of one of our customers, alleging improperly collected overdraft fees. The plaintiff seeks to have the case certified as a class action. The Company believes that the lawsuit is without merit, and it intends to vigorously defend against the claim asserted. At this time, the Company is unable to reasonably estimate the loss amount of this litigation.
Equity Bank is party to a lawsuit filed on February 2, 2022, in Jackson County, Missouri District Court against the Bank on behalf of one of our Missouri customers alleging improperly collected overdraft fees. The plaintiff seeks to have the case certified as a class action. The Company believes that the lawsuit is without merit, and it intends to vigorously defend against the claims now asserted. At this time, the Company is unable to reasonably estimate the loss amount of this litigation.
Equity Bank is party to a lawsuit filed on February 28, 2023, in Saline County, Missouri District Court against the Bank on behalf of one of our Missouri customers alleging improperly collected overdraft fees. The plaintiff seeks to have the case certified as a class action. The Company believes that the lawsuit is without merit, and it intends to vigorously defend against the claims now asserted. At this time, the Company is unable to reasonably estimate the loss amount of this litigation.
NOTE 22 – REVENUE RECOGNITION
The majority of the Company’s revenues come from interest income on financial instruments, including loans, leases, securities and derivatives, which are outside the scope of ASC 606. The Company’s services that fall within the scope of ASC 606 are presented with non-interest income and are recognized as revenue as the Company satisfies its obligation to the customer. Services within the scope of ASC 606 include service charges and fees on deposits, debit card income, investment referral income, insurance sales commissions and other non-interest income related to loans and deposits.
Except for gains or losses from the sale of other real estate owned, all of the Company’s revenue from contracts with customers within the scope of ASC 606 are recognized in non-interest income. The following table presents the Company’s sources of non-interest income for the years ended December 31, 2024, 2023 and 2022.
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Non-interest income | |||
| Service charges and fees | $9,830 | $10,187 | $10,632 |
| Debit card income | 10,246 | 10,322 | 10,677 |
| Mortgage banking(a) | 861 | 652 | 1,416 |
| Increase in bank-owned life insurance(a) | 4,966 | 4,059 | 3,113 |
| Net gain on acquisition and branch sales(a) | 2,131 | — | 962 |
| Net gain (loss) from securities transactions(a) | 220 | (51,909) | 5 |
| Other non-interest income | |||
| Investment referral income | 500 | 424 | 539 |
| Trust income | 1,624 | 1,123 | 1,036 |
| Insurance sales commissions | 555 | 582 | 566 |
| Recovery on zero-basis purchased loans(a) | 4,380 | 517 | 249 |
| Income (loss) from equity method investments(a) | (87) | (222) | (222) |
| Other non-interest income related to loans and deposits | 4,084 | 5,013 | 6,894 |
| Other non-interest income not related to loans and deposits(a) | (488) | 123 | 90 |
| Total other non-interest income | 10,568 | 7,560 | 9,152 |
| Total | $38,822 | $(19,129) | $35,957 |
A description of the Company’s revenue streams accounted for under ASC 606 follows.
Service Charges and Fees
The Company earns fees from its deposit customers for transaction-based account maintenance and overdraft services. Transaction-based fees, which include services such as stop payment charges, statement rendering and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are collected through withdrawal from the customer’s account balance.
Debit Card Income
The Company earns debit card income from cardholder transactions conducted through payment processors. Debit card income from cardholder transactions represents a percentage of the underlying transaction value and is recognized concurrently with the transaction processing services provided to the cardholder.
Investment Referral Income
Investment referral services are offered through an unaffiliated registered broker-dealer and investment advisor. Investment referral income consists of transaction-based fees (i.e., trade commissions) and account fees (i.e., custodial fees). The service obligation for transaction-based fees relates to processing of individual transactions and is considered earned at the time the transaction occurs. The Company currently records this income when payment is received and at each month end for current-month transactions. Account fees are considered earned over the period for which the fees relate. These fees are received during the first month of each quarter and represent advance payment for the current quarter. These fees are amortized ratably over the three months during the quarter. Therefore, all account-based fees are currently recorded as performance obligations are satisfied.
Trust Income
Trust income includes fees from asset management, custody, recordkeeping, investment advisory and administration services. Revenue is recognized at the time the services are performed and may be based on either the fair value of the account or the services provided.
Insurance Sales Commissions
Insurance commissions are received based on contracts with insurance companies which provide for a percentage of premiums to be paid to the Company in exchange for placement of policies with customers. The commissions generally relate to a period of one year or less. Under certain contracts, the Company may also assist with the claims processing, but this performance obligation is considered insignificant compared to the initial placement of the policy. As such, the performance obligation is considered to have been substantially satisfied at the time of policy placement. While this indicates that all related revenue would be appropriately accrued at policy inception, in some cases, recognition occurs over the policy period if received in installments from the insurance company. In no cases would this deferral extend beyond 12 months and the effect is considered immaterial compared to recognition at the time of policy placement. The Company also receives commissions based on renewals of policies previously placed. However, additional work is required to process the renewals, resulting in future performance obligations to earn the related revenues. In addition, the occurrence of such renewals is not certain as initial policies are generally for one year or less and the fees earned are not determined until the time of renewal, based on underwriting at that time. As such, the Company has determined that accrual of income for future renewals is not appropriate.
Other Non-interest Income
Other non-interest income related to loans and deposits is earned when the specific transaction is processed, similar to service charges and fees.
Gain or Loss on Sale of Other Real Estate
Gain or loss on sale of other real estate is reported in non-interest expense and is netted with other real estate expenses. The Company records a gain or loss from the sale of other real estate 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 other real estate to the buyer, the Company assesses whether the buyer is committed to perform their obligation under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the other real estate is 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 or loss on sale if a significant financing component is present. As a result, the Company has concluded that ASC 606 will affect the decision to recognize or defer gains on sales of other real estate in circumstances where the Company has financed the sale.
NOTE 23– SEGMENT REPORTING
Equity Bancshares, Inc. is a financial holding company, whose principal activity is the ownership and management of its wholly-owned subsidiaries, including Equity Bank (“Equity Bank”). As a community-oriented financial institution, substantially all of the Company’s operations involve the delivery of loan and deposit products to customers. Management makes operating decisions and assesses performance based on an ongoing review of these banking operations, which constitute the Company’sonly operating segment for financial reporting purposes.
The Company’s chief operating decision maker is comprised of the executive leadership team. For Equity Bancshares Inc., the executive leadership team uses gross profit and profit or loss from operations before interest and income taxes to allocate resources for in the annual budget and forecasting process. The chief operating decision maker considers budget-to-actual variances on a monthly basis for profit measures when making decisions about allocating capital and personnel to the operating segment. For Equity Bank, the executive leadership team uses net-interest income and non-interest income to allocate resources (including employees, financial, or capital resources) to that segment in the annual budget and forecasting process and uses that measure as a basis for evaluating lending terms for customer loans.
The following tables present information about reported segment revenue, measures of a segment’s profit or loss, significant segment expenses, and measure of a segment’s assets as of December 31, 2024, 2023, and 2022. The Company does not allocate all holding company expenses, income taxes or unusual items to the reportable segment. The following tables present the reconciliations of reportable segment revenues and measures of profit or loss and line item reconciliation to the Company’s consolidated financial statement totals.
| Unallocated Holding | ||||
|---|---|---|---|---|
| Company | ||||
| Equity Bank | Amounts | Eliminations | Total | |
| Interest and dividend income | $296,359 | $484 | $— | $296,843 |
| Interest expense | 103,014 | 7,667 | — | 110,681 |
| Net interest income | 193,345 | (7,183) | — | 186,162 |
| Provision (reversal) for credit losses | 2,546 | — | — | 2,546 |
| Net interest income after provision (reversal) for credit losses | 190,799 | (7,183) | — | 183,616 |
| Non-interest income | ||||
| Service charges and fees | 9,830 | — | — | 9,830 |
| Debit card income | 10,246 | — | — | 10,246 |
| Mortgage banking | 861 | — | — | 861 |
| Increase in value of bank-owned life insurance | 4,966 | — | — | 4,966 |
| Net gain on acquisition and branch sales | 2,131 | — | — | 2,131 |
| Net gain (loss) from securities transactions | (74) | 294 | — | 220 |
| Other | 10,567 | 61,562 | (61,561)(a) | 10,568 |
| Total non-interest income | 38,527 | 61,856 | (61,561) | 38,822 |
| Non-interest expense | ||||
| Salaries and employee benefits | 72,621 | 165 | — | 72,786 |
| Net occupancy and equipment | 14,371 | — | — | 14,371 |
| Data processing | 20,003 | 1 | — | 20,004 |
| Professional fees | 5,642 | 861 | — | 6,503 |
| Advertising and business development | 5,365 | 1 | — | 5,366 |
| Telecommunications | 2,501 | — | — | 2,501 |
| FDIC insurance | 2,483 | — | — | 2,483 |
| Courier and postage | 2,599 | — | — | 2,599 |
| Free nationwide ATM cost | 2,127 | — | — | 2,127 |
| Amortization of core deposit intangibles | 4,289 | — | — | 4,289 |
| Loan expense | 601 | — | — | 601 |
| Other real estate owned and repossessed assets, net | 967 | (8,492) | — | (7,525) |
| Merger expenses | 3,893 | 568 | — | 4,461 |
| Other | 13,921 | (330) | — | 13,591 |
| Intersegment service charges | (1,440) | 1,440 | — | — |
| Total non-interest expense | 149,943 | (5,786) | — | 144,157 |
| Income (loss) before income tax | 79,383 | 60,459 | (61,561) | 78,281 |
| Provision (benefit) for income taxes | 18,916 | (3,256) | — | 15,660 |
| Total segment profit/(loss) | $60,467 | $63,715 | $(61,561) | $62,621 |
| (a) Elimination of equity in earnings of subsidiary | ||||
| Unallocated Holding | ||||
|---|---|---|---|---|
| Company | ||||
| Equity Bank | Amounts | Eliminations | Total | |
| Interest and dividend income | $246,082 | $630 | $— | $246,712 |
| Interest expense | 80,016 | 7,678 | — | 87,694 |
| Net interest income | 166,066 | (7,048) | — | 159,018 |
| Provision (reversal) for credit losses | 1,873 | — | — | 1,873 |
| Net interest income after provision (reversal) for credit losses | 164,193 | (7,048) | — | 157,145 |
| Non-interest income | ||||
| Service charges and fees | 10,187 | — | — | 10,187 |
| Debit card income | 10,322 | — | — | 10,322 |
| Mortgage banking | 652 | — | — | 652 |
| Increase in value of bank-owned life insurance | 4,059 | — | — | 4,059 |
| Net gain on acquisition and branch sales | — | — | — | - |
| Net gain (loss) from securities transactions | (51,909) | — | — | (51,909) |
| Other | 7,559 | 15,902 | (15,901)(a) | 7,560 |
| Total non-interest income | (19,130) | 15,902 | (15,901) | (19,129) |
| Non-interest expense | ||||
| Salaries and employee benefits | 64,227 | 157 | — | 64,384 |
| Net occupancy and equipment | 12,325 | — | — | 12,325 |
| Data processing | 17,433 | — | — | 17,433 |
| Professional fees | 5,175 | 579 | — | 5,754 |
| Advertising and business development | 5,425 | — | — | 5,425 |
| Telecommunications | 1,962 | 1 | — | 1,963 |
| FDIC insurance | 2,195 | — | — | 2,195 |
| Courier and postage | 2,046 | — | — | 2,046 |
| Free nationwide ATM cost | 2,073 | — | — | 2,073 |
| Amortization of core deposit intangibles | 3,374 | — | — | 3,374 |
| Loan expense | 540 | — | — | 540 |
| Other real estate owned and repossessed assets, net | 617 | — | — | 617 |
| Merger expenses | — | 297 | — | 297 |
| Other | 17,678 | (503) | — | 17,175 |
| Intersegment service charges | (1,352) | 1,352 | — | — |
| Total non-interest expense | 133,718 | 1,883 | — | 135,601 |
| Income (loss) before income tax | 11,345 | 6,971 | (15,901) | 2,415 |
| Provision (benefit) for income taxes | (3,311) | (2,095) | — | (5,406) |
| Total segment profit/(loss) | $14,656 | $9,066 | $(15,901) | $7,821 |
| (a) Elimination of equity in earnings of subsidiary | ||||
| Unallocated Holding | ||||
|---|---|---|---|---|
| Company | ||||
| Equity Bank | Amounts | Eliminations | Total | |
| Interest and dividend income | $188,248 | $— | $— | $188,248 |
| Interest expense | 18,622 | 6,796 | — | 25,418 |
| Net interest income | 169,626 | (6,796) | — | 162,830 |
| Provision (reversal) for credit losses | 125 | — | — | 125 |
| Net interest income after provision (reversal) for credit losses | 169,501 | (6,796) | — | 162,705 |
| Non-interest income | ||||
| Service charges and fees | 10,632 | — | — | 10,632 |
| Debit card income | 10,677 | — | — | 10,677 |
| Mortgage banking | 1,416 | — | — | 1,416 |
| Increase in value of bank-owned life insurance | 3,113 | — | — | 3,113 |
| Net gain on acquisition and branch sales | 962 | — | — | 962 |
| Net gain (loss) from securities transactions | 5 | — | — | 5 |
| Other | 9,127 | 64,982 | (64,957)(a) | 9,152 |
| Total non-interest income | 35,932 | 64,982 | (64,957) | 35,957 |
| Non-interest expense | ||||
| Salaries and employee benefits | 61,852 | 154 | — | 62,006 |
| Net occupancy and equipment | 12,223 | — | — | 12,223 |
| Data processing | 15,883 | — | — | 15,883 |
| Professional fees | 4,545 | 406 | — | 4,951 |
| Advertising and business development | 5,042 | — | — | 5,042 |
| Telecommunications | 1,916 | — | — | 1,916 |
| FDIC insurance | 1,140 | — | — | 1,140 |
| Courier and postage | 1,881 | — | — | 1,881 |
| Free nationwide ATM cost | 2,103 | — | — | 2,103 |
| Amortization of core deposit intangibles | 4,042 | — | — | 4,042 |
| Loan expense | 828 | — | — | 828 |
| Other real estate owned and repossessed assets, net | 247 | — | — | 247 |
| Merger expenses | 594 | — | — | 594 |
| Other | 14,436 | 1,088 | — | 15,524 |
| Intersegment service charges | (1,296) | 1,296 | — | — |
| Total non-interest expense | 125,436 | 2,944 | — | 128,380 |
| Income (loss) before income tax | 79,997 | 55,242 | (64,957) | 70,282 |
| Provision (benefit) for income taxes | 14,633 | (2,039) | — | 12,594 |
| Total segment profit/(loss) | $65,364 | $57,281 | $(64,957) | $57,688 |
| (a) Elimination of equity in earnings of subsidiary | ||||
| For the Year ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||
| Equity Bank | Administrative Adjustments | Total | Equity Bank | Administrative Adjustments | Total | Equity Bank | Administrative Adjustments | Total | |
| Depreciation | $5,391 | $180 | $5,571 | $4,553 | $156 | $4,709 | $4,494 | $148 | $4,642 |
| Amortization of operating lease right-of-use-asset | 475 | — | 475 | 604 | — | 604 | 714 | — | 714 |
| Amortization of cloud computing implementation costs | 138 | — | 138 | 188 | — | 188 | 188 | — | 188 |
| Amortization of intangible assets | 4,408 | — | 4,408 | 3,518 | — | 3,518 | 4,186 | — | 4,186 |
| Purchase of long lived assets | 12,542 | — | 12,542 | 15,762 | 92 | 15,854 | 3,630 | — | 3,630 |
| Provision (benefit) for income taxes | 18,916 | (3,256) | 15,660 | (3,311) | (2,095) | (5,406) | 14,633 | (2,039) | 12,594 |
| December 31, | December 31, | |
|---|---|---|
| 2024 | 2023 | |
| Assets | ||
| Total assets for reportable segments | $5,316,222 | $5,024,161 |
| Holding company administrative adjustments | 703,685 | 560,434 |
| Elimination of bank cash and equity in earnings of subsidiaries | (107,522) | (13,515) |
| Elimination of investment in subsidiaries | (580,338) | (536,488) |
| Consolidated total assets | $5,332,047 | $5,034,592 |
NOTE 24 – CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY)
Presented below is the condensed financial information as to financial position, results of operations and cash flows of the Parent Company.
CONDENSED BALANCE SHEETS
December 31, 2024, and 2023
| 2024 | 2023 | |
|---|---|---|
| ASSETS | ||
| Cash and due from banks | $105,071 | $12,729 |
| Investment in Equity Bank | 573,809 | 531,272 |
| Investment in EBAC | 3,120 | 3,261 |
| Investment in ERMI | 3,409 | 1,955 |
| Other assets | 8,080 | 3,009 |
| Total assets | $693,489 | $552,226 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| Subordinated debt | 97,477 | 96,921 |
| Interest payable and other liabilities | 3,094 | 2,445 |
| Total liabilities | 100,571 | 99,366 |
| Stockholders’ equity | 592,918 | 452,860 |
| Total liabilities and stockholders’ equity | $693,489 | $552,226 |
CONDENSED STATEMENTS OF INCOME
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Dividends from Equity Bank | $25,000 | $32,500 | $33,903 |
| Interest income | 291 | $— | $— |
| Other income | 295 | 542 | 4 |
| Total income | 25,586 | 33,042 | 33,907 |
| Expenses | |||
| Interest expense | 7,668 | 7,678 | 6,796 |
| Other expenses | (4,845) | 3,058 | 2,516 |
| Total expenses | 2,823 | 10,736 | 9,312 |
| Income before income tax and equity in undistributed income (loss) of subsidiaries | 22,763 | 22,306 | 24,595 |
| Income tax benefit | 3,297 | 2,114 | 2,039 |
| Income before equity in undistributed income (loss) of subsidiaries | 26,060 | 24,420 | 26,634 |
| Equity in undistributed income (loss) of Equity Bank | 35,468 | (17,844) | 31,462 |
| Equity in undistributed income (loss) of EBAC | (358) | (305) | (413) |
| Equity in undistributed income (loss) of ERMI | 1,451 | 1,550 | 5 |
| Net income (loss) and net income (loss) allocable to common stockholders | $62,621 | $7,821 | $57,688 |
CONDENSED STATEMENTS OF CASH FLOWS
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Net income (loss) | $62,621 | $7,821 | $57,688 |
| Adjustments to reconcile net income to net cash from operating activities: | |||
| Stock based compensation | 4,048 | 3,213 | 3,325 |
| Equity in undistributed (income) loss of Equity Bank | (35,468) | 17,844 | (31,462) |
| Equity in undistributed (income) loss of EBAC | 358 | 305 | 413 |
| Equity in undistributed (income) loss of ERMI | (1,451) | (1,550) | (5) |
| Net amortization of purchase valuation adjustments | 555 | 530 | 506 |
| (Gain)/loss on sales and valuation adjustments on other real estate owned | (8,500) | — | — |
| Change in unrealized (gains)/losses on equity securities | (294) | — | — |
| Change in fair value of derivatives recognized in earnings | 4 | — | — |
| Net change in: | |||
| Other assets | (4,938) | (658) | 1,464 |
| Interest payable and other liabilities | (3,175) | (2,556) | (5,912) |
| Net cash from (to) operating activities | 13,760 | 24,949 | 26,017 |
| Cash flows (to) from investing activities | |||
| Net redemptions (purchases) of correspondent and miscellaneous other stock | (493) | (751) | (2,425) |
| Proceeds from sale of other real estate owned | 8,500 | — | — |
| Purchase of net assets of KansasLand Bank, net of cash acquired | (95) | — | — |
| Additional investment in EBAC | (100) | (50) | (200) |
| Additional investment in ERMI | — | — | (400) |
| Net cash (used in) investing activities | 7,812 | (801) | (3,025) |
| Cash flows (to) from financing activities | |||
| Principal payments on bank stock loan | (691) | — | — |
| Proceeds from issuance of common stock, net | 86,980 | — | — |
| Proceeds from exercise of employee stock options | 3,506 | 203 | 2,011 |
| Proceeds from employee stock purchase plan | 726 | 784 | 792 |
| Purchase of treasury stock | (11,859) | (17,900) | (33,186) |
| Dividends paid on common stock | (7,892) | (6,614) | (5,564) |
| Net cash provided by (used in) financing activities | 70,770 | (23,527) | (35,947) |
| Net change in cash and cash equivalents | 92,342 | 621 | (12,955) |
| Cash and cash equivalents, beginning of period | 12,729 | 12,108 | 25,063 |
| Ending cash and cash equivalents | $105,071 | $12,729 | $12,108 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.