Origin Bancorp Inc
For the period ended Mar 31, 2024. Filed May 7, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 7, 2024
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Condensed Notes to Consolidated Financial Statements
Note 1 — Significant Accounting Policies
Nature of Operations. Origin Bancorp, Inc. (“Company” or ”Origin”) is a financial holding company headquartered in Ruston, Louisiana. The Company’s wholly-owned bank subsidiary, Origin Bank (“Bank”), was founded in 1912 in Choudrant, Louisiana. Deeply rooted in Origin’s history is a culture committed to providing personalized, relationship banking to businesses, municipalities, and personal clients to enrich the lives of the people in the communities it serves. Origin provides a broad range of financial services andcurrently has over 60 locations from Dallas/Fort Worth, East Texas and Houston, across North Louisiana and into Mississippi. Locations in South Alabama and the Florida panhandle are planned for 2024. The Company principally operates inone business segment, community banking.
Basis of Presentation. The consolidated financial statements in this quarterly report on Form 10-Q include the accounts of the Company and all other entities in which Origin Bancorp, Inc. has a controlling financial interest, including the Bank and Forth Insurance, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s accounting and financial reporting policies conform, in all material respects, to generally accepted accounting principles in the United States (“U.S. GAAP”) and to general practices within the financial services industry. The Company has evaluated subsequent events for potential recognition and/or disclosure through the date these consolidated financial statements were issued.
The consolidated financial statements in this quarterly report on Form 10-Q have not been audited by an independent registered public accounting firm, excluding the figures as of December 31, 2023, but in the opinion of management, reflect all adjustments (which are of a normal recurring nature) necessary for a fair presentation of the Company’s financial position and results of operations for the periods presented. These consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP and with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements.
These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2023, included in the Company’s annual report on Form 10-K (“2023 Form 10-K”) filed with the SEC. Operating results for the interim periods disclosed herein are not necessarily indicative of results that may be expected for a full year. Certain prior period amounts have been reclassified to conform to the current year financial statement presentations. These reclassifications did not impact previously reported net income or comprehensive income (loss).
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions based on available information that affect the amounts reported in the financial statements and disclosures provided, including the accompanying notes, and actual results could differ. Material estimates that are particularly susceptible to change include the allowance for credit losses for loans, off-balance sheet commitments and available for sale securities; fair value measurements of assets and liabilities; and income taxes. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the Company’s consolidated financial statements in the period they are deemed necessary. While management uses its best judgment, actual results could differ from those estimates.
Reclassifications. Certain amounts previously reported have been reclassified to conform to the current presentation. Such reclassifications had no effect on prior year net income or stockholders’ equity.
Investments in Tax Credit Entities. As part of its Community Reinvestment Act responsibilities and due to their favorable economic characteristics, the Company invests in tax credit-motivated projects primarily in the markets it serves. These projects are directed at tax credits issued under Low-Income Housing Tax Credits (“LIHTC”). The Company generates returns on tax credit motivated projects through the receipt of federal, and if applicable, state tax credits. The federal tax credits are recorded as an offset to the income tax provision in the year that they are earned under federal income tax law over 10 to 15 years beginning in the year in which rental activity commences. These credits, if not used in the tax return for the year of origination, can be carried forward for 20 years.
The Company invests in a tax credit entity, usually an LLC, which owns the real estate. The Company receives a nonvoting interest in the entity that must be retained during the compliance period for the credits (15 years for Low-Income Housing Tax Credit programs). Control of the tax credit entity rests in the 0.1% interest general partner, who has the power and authority to make decisions that impact economic performance of the project and is required to oversee and manage the project. Due to the lack of any voting, economic, or managerial control, and due to the contractual reduction in the investment, the Company accounts for its investment by amortizing the investment, beginning at the issuance of the certificate of occupancy of the project, over the compliance period, as management believes any potential residual value in the real estate will have limited value. Amortization is included as a component of income tax expense and for the three months ended March 31, 2024 and 2023, was $415,000 and $453,000, respectively. The income tax credits and other income tax benefits recognized for the three months ended March 31, 2024 and 2023, was $504,000 and $569,000, respectively, and was included as a component of income tax expense on the Consolidated Statements of Income.
The Company has the risk of credit recapture if the projects do not maintain compliance during the compliance period. No such events have occurred to date. At March 31, 2024 and 2023, the Company had investments in tax credit entities of $7.2 million and $9.0 million, respectively, which are included in accrued interest receivable and other assets in the accompanying Consolidated Balance Sheets.
Effect of Recently Adopted Accounting Standards
ASU No. 2021-08, Business Combinations (Topic 805) — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this Update affect accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Implementation of this ASU did not materially impact the Company’s financial statements or disclosures.
ASU No. 2022-01, Derivatives and Hedging (Topic 815) — Fair Value Hedging - Portfolio Layer Method. The amendments in this Update clarify the accounting for and promote consistency in the reporting of hedge basis adjustments applicable to both a single hedged layer and multiple hedged layers. Additionally, this Update allows entities to elect to apply the portfolio layer method of hedge accounting in accordance with Topic 815. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Implementation of this ASU did not materially impact the Company’s financial statements or disclosures.
ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326) — Troubled Debt Restructurings and Vintage Disclosures. The amendments in this Update eliminate the accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance in paragraphs 310-20-35-9 through 35-11 to determine whether a modification results in a new loan or a continuation of an existing loan. For public business entities, the amendments in this Update require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Implementation of this ASU did not materially impact the Company’s financial statements or disclosures.
ASU No. 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848 — The amendments in this Update provide temporary relief during the transition period in complying with Update No. 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The Board included a sunset provision within Topic 848 based on expectations of when the London Interbank Offered Rate (LIBOR) would cease being published. At the time that Update 2020-04 was issued, the UK Financial Conduct Authority (FCA) had established its intent that it would no longer be necessary to persuade, or compel, banks to submit to LIBOR after December 31, 2021. As a result, the sunset provision was set for December 31, 2022 - 12 months after the expected cessation date of all currencies and tenors of LIBOR. In March 2021, the FCA announced that the intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors of USD LIBOR would be June 30, 2023, which is beyond the current sunset date of Topic 848.
Because the relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, the amendments in this Update defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The ASU is effective immediately. Implementation of this ASU did not materially impact the Company's financial statements or disclosures.
ASU No. 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method— The amendments in this Update allow entities to elect to account for equity investments made primarily for the purpose of receiving income tax credits using the proportional amortization method, regardless of the tax credit program through which the investment earns income tax credits, if certain conditions are met. The amendments in this Update also eliminate certain low income housing tax credits (“LIHTC”)-specific guidance to align the accounting more closely for LIHTCs with the accounting for other equity investments in tax credit structures and require that the delayed equity contribution guidance apply only to tax equity investments accounted for using the proportional amortization method. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Implementation of this ASU did not materially impact the Company's financial statements or disclosures.
Effect of Newly Issued But Not Yet Effective Accounting Standards
ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures — The amendments in this Update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this Update:
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 (collectively referred to as the “significant expense principle”).
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. The other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss.
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.
Clarify that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit. However, at least one of the reported segment profit or loss measures (or the single reported measure, if only one is disclosed) should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s consolidated financial statements. In other words, in addition to the measure that is most consistent with the measurement principles under generally accepted accounting principles (GAAP), a public entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources.
Require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
Require that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this Update and all existing segment disclosures in Topic 280.
The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective application to all periods presented in the financial statements is required. The Company is evaluating the impact of this ASU on its consolidated financial statements and disclosures.
ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures — The amendments in this Update, on an annual basis, require that public business entities (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. Specifically, public business entities are required to disclose a tabular reconciliation, using both percentages and reporting currency amounts, for specific listed categories.
The ASU is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The Company is evaluating the impact of this ASU on its consolidated financial statements and disclosures.
Note 2 — Earnings Per Share
Basic and diluted earnings per common share are calculated using the treasury method. Under the treasury method, basic earnings per share is calculated as net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under the Company’s stock and incentive compensation plans. Information regarding the Company’s basic and diluted earnings per common share is presented in the following table:
| (Dollars in thousands, except per share amounts) | Three Months Ended March 31, | |
|---|---|---|
| Numerator: | 2024 | 2023 |
| Net income | $22,632 | $24,302 |
| Denominator: | ||
| Weighted average common shares outstanding | 30,981,333 | 30,742,902 |
| Dilutive effect of stock-based awards | 97,577 | 139,254 |
| Weighted average diluted common shares outstanding | 31,078,910 | 30,882,156 |
| Basic earnings per common share | $0.73 | $0.79 |
| Diluted earnings per common share | 0.73 | 0.79 |
There were 429,589 and 220,980 shares of anti-dilutive stock-based awards excluded from the calculation of earnings per share for the three months ended March 31, 2024 and 2023, respectively, primarily due to the stock price of the stock awards exceeding the average market price of the Company’s stock during the respective periods.
Note 3 — Securities
The following table is a summary of the amortized cost and estimated fair value, including the allowance for credit losses and gross unrealized gains and losses, of available for sale, held to maturity and securities carried at fair value through income for the dates indicated:
| (Dollars in thousands)March 31, 2024 | AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | FairValue | Allowance for Credit Losses | Net Carrying Amount |
|---|---|---|---|---|---|---|
| Available for sale: | ||||||
| State and municipal securities | $320,999 | $213 | $(43,615) | $277,597 | $— | $277,597 |
| Corporate bonds | 91,251 | 166 | (8,170) | 83,247 | — | 83,247 |
| U.S. treasury and government agency securities | 67,172 | 2 | (4,736) | 62,438 | — | 62,438 |
| Commercial mortgage-backed securities | 104,150 | — | (11,410) | 92,740 | — | 92,740 |
| Residential mortgage-backed securities | 552,647 | — | (66,024) | 486,623 | — | 486,623 |
| Commercial collateralized mortgage obligations | 45,874 | — | (4,448) | 41,426 | — | 41,426 |
| Residential collateralized mortgage obligations | 147,310 | — | (20,977) | 126,333 | — | 126,333 |
| Asset-backed securities | 20,576 | 23 | (81) | 20,518 | — | 20,518 |
| Total | $1,349,979 | $404 | $(159,461) | $1,190,922 | $— | $1,190,922 |
| Held to maturity: | ||||||
| State and municipal securities | $11,675 | $— | $(719) | $10,956 | $(24) | $11,651 |
| Securities carried at fair value through income: | ||||||
| State and municipal securities(1) | $6,815 | $— | $— | $6,755 | $— | $6,755 |
| Available for sale: | ||||||
| State and municipal securities | $323,356 | $210 | $(41,440) | $282,126 | $— | $282,126 |
| Corporate bonds | 92,244 | 80 | (8,689) | 83,635 | — | 83,635 |
| U.S. treasury and government agency securities | 84,377 | 3 | (4,740) | 79,640 | — | 79,640 |
| Commercial mortgage-backed securities | 104,459 | — | (11,063) | 93,396 | — | 93,396 |
| Residential mortgage-backed securities | 569,622 | — | (63,120) | 506,502 | — | 506,502 |
| Commercial collateralized mortgage obligations | 39,386 | — | (4,203) | 35,183 | — | 35,183 |
| Residential collateralized mortgage obligations | 150,710 | — | (20,566) | 130,144 | — | 130,144 |
| Asset-backed securities | 43,521 | 4 | (520) | 43,005 | — | 43,005 |
| Total | $1,407,675 | $297 | $(154,341) | $1,253,631 | $— | $1,253,631 |
| Held to maturity: | ||||||
| State and municipal securities | $11,678 | $— | $(830) | $10,848 | $(63) | $11,615 |
| Securities carried at fair value through income: | ||||||
| State and municipal securities(1) | $6,815 | $— | $— | $6,808 | $— | $6,808 |
(1)Securities carried at fair value through income have no unrealized gains or losses at the consolidated balance sheet dates as all changes in value have been recognized in the consolidated statements of income. See Note 5 — Fair Value of Financial Instruments for more information.
Securities with unrealized losses at March 31, 2024, and December 31, 2023, aggregated by investment category and those individual securities that have been in a continuous unrealized loss position for less than 12 months, and for 12 months or more, were as follows.
| Less than 12 Months | 12 Months or More | Total | ||||
|---|---|---|---|---|---|---|
| (Dollars in thousands)March 31, 2024 | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss |
| Available for sale: | ||||||
| State and municipal securities | $25,235 | $(258) | $246,037 | $(43,357) | $271,272 | $(43,615) |
| Corporate bonds | 800 | (200) | 73,213 | (7,970) | 74,013 | (8,170) |
| U.S. treasury and government agency securities | — | — | 58,922 | (4,736) | 58,922 | (4,736) |
| Commercial mortgage-backed securities | — | — | 92,740 | (11,410) | 92,740 | (11,410) |
| Residential mortgage-backed securities | — | — | 486,623 | (66,024) | 486,623 | (66,024) |
| Commercial collateralized mortgage obligations | 6,627 | (64) | 34,799 | (4,384) | 41,426 | (4,448) |
| Residential collateralized mortgage obligations | — | — | 126,333 | (20,977) | 126,333 | (20,977) |
| Asset-backed securities | 3,841 | (2) | 12,469 | (79) | 16,310 | (81) |
| Total | $36,503 | $(524) | $1,131,136 | $(158,937) | $1,167,639 | $(159,461) |
| Held to maturity: | ||||||
| State and municipal securities | $4,833 | $(328) | $6,123 | $(391) | $10,956 | $(719) |
| Available for sale: | ||||||
| State and municipal securities | $27,106 | $(266) | $246,442 | $(41,174) | $273,548 | $(41,440) |
| Corporate bonds | 4,254 | (53) | 74,566 | (8,636) | 78,820 | (8,689) |
| U.S. treasury and government agency securities | — | — | 77,340 | (4,740) | 77,340 | (4,740) |
| Commercial mortgage-backed securities | — | — | 93,396 | (11,063) | 93,396 | (11,063) |
| Residential mortgage-backed securities | 60 | (5) | 506,442 | (63,115) | 506,502 | (63,120) |
| Commercial collateralized mortgage obligations | — | — | 35,183 | (4,203) | 35,183 | (4,203) |
| Residential collateralized mortgage obligations | — | — | 130,144 | (20,566) | 130,144 | (20,566) |
| Asset-backed securities | 7,350 | (52) | 31,618 | (468) | 38,968 | (520) |
| Total | $38,770 | $(376) | $1,195,131 | $(153,965) | $1,233,901 | $(154,341) |
| Held to maturity: | ||||||
| State and municipal securities | $4,717 | $(447) | $6,131 | $(383) | $10,848 | $(830) |
At March 31, 2024, the Company had 595 individual securities that were in an unrealized loss position. Management evaluates available for sale debt securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. Consideration is given to (1) the extent to which the fair value is less than the cost, and (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.
Management does not currently intend to sell any securities in an unrealized loss position and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. Accordingly, at March 31, 2024, management believes that the unrealized losses detailed in the previous table are due to noncredit-related factors, including changes in interest rates and other market conditions.
The following table presents the activity in the allowance for credit losses for held-to-maturity securities.
| (Dollars in thousands) | Municipal Securities |
|---|---|
| Allowance for credit losses: | 2024 |
| Balance at January 1, 2024 | $63 |
| Provision recovery for credit loss for held to maturity securities | (39) |
| Balance at March 31, 2024 | $24 |
| Balance at January 1, 2023 | $899 |
| Provision expense for credit loss for held to maturity securities | 82 |
| Balance at March 31, 2023 | $981 |
Accrued interest of $5.6 million and $7.5 million was not included in the calculation of the allowance or the amortized cost basis of the securities at March 31, 2024 or 2023, respectively. There wereno past due or nonaccrual available for sale or held to maturity securities at March 31, 2024 or December 31, 2023.
Proceeds from sales and calls, and related gross gains and losses of securities available for sale, are shown below.
| Three Months Ended March 31, | ||
|---|---|---|
| (Dollars in thousands) | 2024 | 2023 |
| Proceeds from sales/calls | $21,224 | $39,195 |
| Gross realized gains | — | 596 |
| Gross realized losses | (403) | (452) |
The following table presents the amortized cost and fair value of securities available for sale and held to maturity at March 31, 2024, grouped by contractual maturity. Mortgage-backed securities, collateralized mortgage obligations and asset-backed securities, which do not have contractual payments due at a single maturity date, are shown separately. Actual maturities for mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities will differ from contractual maturities as a result of prepayments made on the underlying loans.
| (Dollars in thousands) | Held to Maturity | Available for Sale | ||
|---|---|---|---|---|
| March 31, 2024 | Amortized Cost | Fair Value | Amortized Cost | Fair Value |
| Due in one year or less | $— | $— | $48,761 | $48,562 |
| Due after one year through five years | — | — | 86,572 | 79,665 |
| Due after five years through ten years | 5,161 | 4,833 | 177,058 | 156,673 |
| Due after ten years | 6,514 | 6,123 | 167,031 | 138,382 |
| Commercial mortgage-backed securities | — | — | 104,150 | 92,740 |
| Residential mortgage-backed securities | — | — | 552,647 | 486,623 |
| Commercial collateralized mortgage obligations | — | — | 45,874 | 41,426 |
| Residential collateralized mortgage obligations | — | — | 147,310 | 126,333 |
| Asset-backed securities | — | — | 20,576 | 20,518 |
| Total | $11,675 | $10,956 | $1,349,979 | $1,190,922 |
The following table presents carrying amounts of securities pledged as collateral for deposits and repurchase agreements at the periods presented.
| (Dollars in thousands) | March 31, 2024 | December 31, 2023 |
|---|---|---|
| Carrying value of securities pledged to secure public deposits | $395,574 | $421,273 |
| Carrying value of securities pledged to repurchase agreements | 5,210 | 5,477 |
Note 4 — Loans
Loans consist of the following:
| (Dollars in thousands) | March 31, 2024 | December 31, 2023 |
|---|---|---|
| Loans held for sale | $14,975 | $16,852 |
| LHFI: | ||
| Loans secured by real estate: | ||
| Commercial real estate(1) | $2,420,788 | $2,442,734 |
| Construction/land/land development | 1,168,597 | 1,070,225 |
| Residential real estate | 1,733,297 | 1,734,935 |
| Total real estate | 5,322,682 | 5,247,894 |
| Commercial and industrial | 2,154,151 | 2,059,460 |
| Mortgage warehouse lines of credit | 400,995 | 329,966 |
| Consumer | 22,199 | 23,624 |
| Total LHFI(2) | 7,900,027 | 7,660,944 |
| Less: Allowance for loan credit losses (“ALCL”) | 98,375 | 96,868 |
| LHFI, net | $7,801,652 | $7,564,076 |
(1)Includes owner occupied commercial real estate of $948.6 million and $953.8 million at March 31, 2024, and December 31, 2023, respectively.
(2)Includes unamortized purchase accounting adjustment and net deferred loan fees of $11.4 million and $11.8 million at March 31, 2024, and December 31, 2023, respectively. As of March 31, 2024, and December 31, 2023, the remaining purchase accounting net loan discount was immaterial.
Credit quality indicators. As part of the Company’s commitment to managing the credit quality of its loan portfolio, management annually and periodically updates and evaluates certain credit quality indicators, which include but are not limited to (i) weighted-average risk rating of the loan portfolio, (ii) net charge-offs, (iii) level of non-performing loans, (iv) level of classified loans (defined as substandard, doubtful and loss), and (v) the general economic conditions particularly in the cities and states in which the Company operates. The Company maintains an internal risk rating system where ratings are assigned to individual loans based on assessed risk. Loan risk ratings are the primary indicator of credit quality for the loan portfolio and are continually evaluated to ensure they are appropriate based on currently available information.
The following is a summary description of the Company’s internal risk ratings:
| • Pass (1-6) | Loans within this risk rating are further categorized as follows: |
|---|---|
| Minimal risk (1) | Well-collateralized by cash equivalent instruments held by the Banks. |
| Moderate risk (2) | Borrowers with excellent asset quality and liquidity. Borrowers’ capitalization and liquidity exceed industry norms. Borrowers in this category have significant levels of liquid assets and have a low level of leverage. |
| Better than average risk (3) | Borrowers with strong financial strength and excellent liquidity that consistently demonstrate strong operating performance. Borrowers in this category generally have a sizable net worth that can be converted into liquid assets within 12 months. |
| Average risk (4) | Borrowers with sound credit quality and financial performance, including liquidity. Borrowers are supported by sufficient cash flow coverage generated through operations across the full business cycle. |
| Marginally acceptable risk (5) | Loans generally meet minimum requirements for an acceptable loan in accordance with lending policy, but possess one or more attributes that cause the overall risk profile to be higher than the majority of newly approved loans. |
| Watch (6) | A passing loan with one or more factors that identify a potential weakness in the overall ability of the borrower to repay the loan. These weaknesses are generally mitigated by other factors that reduce the risk of delinquency or loss. |
| • Special Mention (7) | This grade is intended to be temporary and includes borrowers whose credit quality has deteriorated and is at risk of further decline. |
| • Substandard (8) | This grade includes “Substandard” loans under regulatory guidelines. Substandard loans exhibit a well-defined weakness that jeopardizes debt repayment in accordance with contractual agreements, even though the loan may be performing. These obligations are characterized by the distinct possibility that a loss may be incurred if these weaknesses are not corrected and repayment may be dependent upon collateral liquidation or secondary source of repayment. |
| • Doubtful (9) | This grade includes “Doubtful” loans under regulatory guidelines. Such loans are placed on nonaccrual status and repayment may be dependent upon collateral with no readily determinable valuation or valuations that are highly subjective in nature. Repayment for these loans is considered improbable based on currently existing facts and circumstances. |
| • Loss (0) | This grade includes “Loss” loans under regulatory guidelines. Loss loans are charged-off or written down when repayment is not expected. |
In connection with the review of the loan portfolio, the Company considers risk elements attributable to particular loan types or categories in assessing the quality of individual loans. The list of loans to be reviewed for possible individual evaluation consists of unsecured loans over 90 days past due, modified loans to borrowers experiencing financial difficulty, loans greater than $100,000 in which the borrower has filed bankruptcy, collateralized loans 180 days or more past due, classified commercial loans, including non-accrual, over $100,000 with direct exposure, and consumer loans greater than $100,000 with a FICO score under 625. Loans under $50,000 will be evaluated collectively in designated pools unless a loss exposure has been identified. Some additional risk elements considered by loan type include:
for commercial real estate loans, the debt service coverage ratio, operating results of the owner in the case of owner-occupied properties, the loan to value ratio, the age and condition of the collateral and the volatility of income, property value and future operating results typical of properties of that type;
for construction, land and land development loans, the perceived feasibility of the project, including the ability to sell developed lots or improvements constructed for resale or the ability to lease property constructed for lease, the quality and nature of contracts for presale or prelease, if any, experience and ability of the developer and loan to value ratio;
for residential mortgage loans, the borrower’s ability to repay the loan, including a consideration of the debt to income ratio and employment and income stability, the loan-to-value ratio, and the age, condition and marketability of the collateral;
for commercial and industrial loans, the debt service coverage ratio (income from the business in excess of operating expenses compared to loan repayment requirements), the operating results of the commercial, industrial or professional enterprise, the borrower’s business, professional and financial ability and expertise, the specific risks and volatility of income and operating results typical for businesses in that category and the value, nature and marketability of collateral; and
for mortgage warehouse loans, the borrower’s adherence to agency or investor underwriting guidelines, while the risk associated with the underlying consumer mortgage loan repayments, similar to other consumer loans, depends on the borrower’s financial stability and are more likely than commercial loans to be adversely affected by divorce, job loss, illness and other personal hardships.
Purchased loans that have experienced more than insignificant credit deterioration since origination at the time of acquisition are PCD loans. An allowance for credit losses is determined using the same methodology as other individually evaluated loans. As a result of the merger with BT Holdings, Inc., (“BTH”), the Company held approximately $32.1 million and $34.8 million of unpaid principal balance PCD loans at March 31, 2024, and December 31, 2023, respectively.
Please see Note 1 — Significant Accounting Policies included in the 2023 Form 10-K, filed with the SEC for a description of our accounting policies related to purchased financial assets with credit deterioration.
The following table reflects recorded investments in loans by credit quality indicator and origination year at March 31, 2024, and gross charge-offs for the three months ended March 31, 2024, excluding loans held for sale. Loans acquired are shown in the table by origination year, not merger date. The Company had an immaterial amount of revolving loans converted to term loans at March 31, 2024.
| Term Loans | ||||||||
|---|---|---|---|---|---|---|---|---|
| Amortized Cost Basis by Origination Year | ||||||||
| (Dollars in thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Revolving Loans Amortized Cost Basis | Total |
| Commercial real estate: | ||||||||
| Pass | $53,920 | $339,064 | $879,163 | $471,291 | $238,129 | $342,477 | $75,186 | $2,399,230 |
| Special mention | — | — | — | — | — | 7,902 | — | 7,902 |
| Classified | 735 | 732 | 3,453 | 3,661 | 1,939 | 2,866 | 270 | 13,656 |
| Total commercial real estate loans | $54,655 | $339,796 | $882,616 | $474,952 | $240,068 | $353,245 | $75,456 | $2,420,788 |
| Year-to-date gross charge-offs | $— | $11 | $193 | $— | $251 | $— | $— | $455 |
| Construction/land/land development: | ||||||||
| Pass | $33,939 | $309,113 | $485,551 | $212,239 | $20,392 | $28,738 | $45,460 | $1,135,432 |
| Special mention | — | 746 | 10,432 | 19,646 | 263 | — | — | 31,087 |
| Classified | 126 | 186 | 228 | 119 | 232 | 1,187 | — | 2,078 |
| Total construction/land/land development loans | $34,065 | $310,045 | $496,211 | $232,004 | $20,887 | $29,925 | $45,460 | $1,168,597 |
| Year-to-date gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— |
| Residential real estate: | ||||||||
| Pass | $27,372 | $327,421 | $533,926 | $285,239 | $233,821 | $218,562 | $91,462 | $1,717,803 |
| Special mention | — | — | — | — | 136 | — | — | 136 |
| Classified | 867 | 1,944 | 2,433 | 2,962 | 1,193 | 5,553 | 406 | 15,358 |
| Total residential real estate loans | $28,239 | $329,365 | $536,359 | $288,201 | $235,150 | $224,115 | $91,868 | $1,733,297 |
| Year-to-date gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— |
| Commercial and industrial: | ||||||||
| Pass | $128,195 | $370,024 | $237,053 | $142,170 | $31,382 | $74,763 | $1,110,563 | $2,094,150 |
| Special mention | — | 477 | 6,052 | — | — | — | 451 | 6,980 |
| Classified | 1,919 | 2,921 | 1,827 | 9,619 | 782 | 712 | 35,241 | 53,021 |
| Total commercial and industrial loans | $130,114 | $373,422 | $244,932 | $151,789 | $32,164 | $75,475 | $1,146,255 | $2,154,151 |
| Year-to-date gross charge-offs | $— | $536 | $316 | $79 | $162 | $154 | $4,934 | $6,181 |
| Mortgage Warehouse Lines of Credit: | ||||||||
| Total mortgage warehouse lines of credit | $— | $— | $— | $— | $— | $— | $400,995 | $400,995 |
| Year-to-date gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— |
| Consumer: | ||||||||
| Pass | $2,424 | $8,578 | $2,783 | $830 | $309 | $416 | $6,755 | $22,095 |
| Classified | — | 32 | 51 | 8 | — | — | 13 | 104 |
| Total consumer loans | $2,424 | $8,610 | $2,834 | $838 | $309 | $416 | $6,768 | $22,199 |
| Year-to-date gross charge-offs | $— | $— | $10 | $3 | $— | $— | $34 | $47 |
The following table reflects recorded investments in loans by credit quality indicator and origination year at December 31, 2023, and gross charge-offs for the year ended December 31, 2023, excluding loans held for sale. Loans acquired are shown in the table by origination year, not merger date. The Company had an immaterial amount of revolving loans converted to term loans at December 31, 2023.
| Term Loans | ||||||||
|---|---|---|---|---|---|---|---|---|
| Amortized Cost Basis by Origination Year | ||||||||
| (Dollars in thousands) | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Revolving Loans Amortized Cost Basis | Total |
| Commercial real estate: | ||||||||
| Pass | $333,887 | $885,234 | $470,252 | $253,700 | $204,421 | $188,532 | $77,993 | $2,414,019 |
| Special mention | — | — | 308 | — | — | 7,950 | — | 8,258 |
| Classified | 726 | 4,285 | 3,212 | 1,765 | 524 | 9,945 | — | 20,457 |
| Total commercial real estate loans | $334,613 | $889,519 | $473,772 | $255,465 | $204,945 | $206,427 | $77,993 | $2,442,734 |
| Year-to-date gross charge-offs | $— | $— | $— | $— | $— | $42 | $— | $42 |
| Construction/land/land development: | ||||||||
| Pass | $259,502 | $461,373 | $214,526 | $21,309 | $7,221 | $25,460 | $42,700 | $1,032,091 |
| Special mention | 746 | 10,462 | 19,811 | — | — | — | — | 31,019 |
| Classified | 191 | 3,132 | 41 | 240 | 662 | 560 | 2,289 | 7,115 |
| Total construction/land/land development loans | $260,439 | $474,967 | $234,378 | $21,549 | $7,883 | $26,020 | $44,989 | $1,070,225 |
| Year-to-date gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— |
| Residential real estate: | ||||||||
| Pass | $332,874 | $549,504 | $289,289 | $237,813 | $79,499 | $142,265 | $91,972 | $1,723,216 |
| Special mention | 250 | — | — | 141 | — | — | — | 391 |
| Classified | 689 | 1,985 | 1,439 | 407 | 1,367 | 4,949 | 492 | 11,328 |
| Total residential real estate loans | $333,813 | $551,489 | $290,728 | $238,361 | $80,866 | $147,214 | $92,464 | $1,734,935 |
| Year-to-date gross charge-offs | $— | $— | $— | $5 | $— | $22 | $— | $27 |
| Commercial and industrial: | ||||||||
| Pass | $399,485 | $272,152 | $160,636 | $36,995 | $57,562 | $48,523 | $1,035,021 | $2,010,374 |
| Special mention | 498 | 6,383 | — | — | — | — | 650 | 7,531 |
| Classified | 3,583 | 1,676 | 12,908 | 371 | 470 | 222 | 22,325 | 41,555 |
| Total commercial and industrial loans | $403,566 | $280,211 | $173,544 | $37,366 | $58,032 | $48,745 | $1,057,996 | $2,059,460 |
| Year-to-date gross charge-offs | $203 | $328 | $233 | $141 | $539 | $679 | $9,710 | $11,833 |
| Mortgage Warehouse Lines of Credit: | ||||||||
| Pass | $— | $— | $— | $— | $— | $— | $329,966 | $329,966 |
| Year-to-date gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— |
| Consumer: | ||||||||
| Pass | $11,053 | $3,567 | $1,040 | $399 | $470 | $17 | $6,988 | $23,534 |
| Classified | 35 | 42 | 10 | — | 2 | — | 1 | 90 |
| Total consumer loans | $11,088 | $3,609 | $1,050 | $399 | $472 | $17 | $6,989 | $23,624 |
| Year-to-date gross charge-offs | $3 | $102 | $7 | $— | $— | $2 | $33 | $147 |
The following tables present the Company’s loan portfolio aging analysis at the dates indicated:
| March 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | 30-59 Days Past Due | 60-89 Days Past Due | Loans Past Due 90 Days or More | Total Past Due | Current Loans | Total Loans Receivable | Accruing Loans 90 or More Days Past Due |
| Loans secured by real estate: | |||||||
| Commercial real estate | $2,477 | $307 | $579 | $3,363 | $2,417,425 | $2,420,788 | $— |
| Construction/land/land development | 132 | — | 123 | 255 | 1,168,342 | 1,168,597 | — |
| Residential real estate | 7,192 | 679 | 5,424 | 13,295 | 1,720,002 | 1,733,297 | — |
| Total real estate | 9,801 | 986 | 6,126 | 16,913 | 5,305,769 | 5,322,682 | — |
| Commercial and industrial | 1,044 | 10,331 | 4,330 | 15,705 | 2,138,446 | 2,154,151 | — |
| Mortgage warehouse lines of credit | — | — | — | — | 400,995 | 400,995 | — |
| Consumer | 199 | 13 | 5 | 217 | 21,982 | 22,199 | — |
| Total LHFI | $11,044 | $11,330 | $10,461 | $32,835 | $7,867,192 | $7,900,027 | $— |
| December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | 30-59 Days Past Due | 60-89 Days Past Due | Loans Past Due 90 Days or More | Total Past Due | Current Loans | Total Loans Receivable | Accruing Loans 90 or More Days Past Due |
| Loans secured by real estate: | |||||||
| Commercial real estate | $2,264 | $— | $— | $2,264 | $2,440,470 | $2,442,734 | $— |
| Construction/land/land development | 834 | 27 | 13 | 874 | 1,069,351 | 1,070,225 | — |
| Residential real estate | 8,055 | 1,326 | 5,960 | 15,341 | 1,719,594 | 1,734,935 | — |
| Total real estate | 11,153 | 1,353 | 5,973 | 18,479 | 5,229,415 | 5,247,894 | — |
| Commercial and industrial | 1,221 | 713 | 5,417 | 7,351 | 2,052,109 | 2,059,460 | — |
| Mortgage warehouse lines of credit | — | — | — | — | 329,966 | 329,966 | — |
| Consumer | 200 | 10 | 3 | 213 | 23,411 | 23,624 | — |
| Total LHFI | $12,574 | $2,076 | $11,393 | $26,043 | $7,634,901 | $7,660,944 | $— |
The following tables detail activity in the ALCL by portfolio segment. Accrued interest of $36.2 million and $28.5 million was not included in the book value for the purposes of calculating the allowance at March 31, 2024 and 2023, respectively. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
| Three Months Ended March 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Commercial Real Estate | Construction/ Land/ Land Development | Residential Real Estate | Commercial and Industrial | Mortgage Warehouse Lines of Credit | Consumer | Total | |
| (Dollars in thousands) | |||||||
| Beginning balance | $19,625 | $9,990 | $10,619 | $55,330 | $529 | $775 | $96,868 |
| Charge-offs | 455 | — | — | 6,181 | — | 47 | 6,683 |
| Recoveries | 30 | — | 4 | 4,064 | — | 3 | 4,101 |
| Provision(1) | (1,656) | (11) | 11 | 5,610 | 132 | 3 | 4,089 |
| Ending balance | $17,544 | $9,979 | $10,634 | $58,823 | $661 | $734 | $98,375 |
| Average balance | $2,438,476 | $1,130,355 | $1,739,105 | $2,121,502 | $306,248 | $23,319 | $7,759,005 |
| Net charge-offs to loan average balance (annualized) | 0.07% | —% | —% | 0.40% | —% | 0.76% | 0.13% |
| _________________________(1)The $3.0 million provision for credit losses on the consolidated statement of income includes a $4.1 million provision for loan losses, a $1.0 million and $39,000 net benefit provision for off-balance sheet commitments and credit losses on held to maturity securities for the three months ended March 31, 2024. | |||||||
| Three Months Ended March 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|
| Commercial Real Estate | Construction/ Land/ Land Development | Residential Real Estate | Commercial and Industrial | Mortgage Warehouse Lines of Credit | Consumer | Total | |
| (Dollars in thousands) | |||||||
| Beginning balance | $19,772 | $7,776 | $8,230 | $50,148 | $379 | $856 | $87,161 |
| Charge-offs | 42 | — | — | 2,169 | — | 82 | 2,293 |
| Recoveries | 60 | — | 5 | 912 | — | 5 | 982 |
| Provision(1) | 891 | 289 | 285 | 4,466 | 186 | 41 | 6,158 |
| Ending balance | $20,681 | $8,065 | $8,520 | $53,357 | $565 | $820 | $92,008 |
| Average balance | $2,342,545 | $974,914 | $1,519,325 | $2,070,356 | $213,201 | $26,017 | $7,146,358 |
| Net charge-offs to loan average balance (annualized) | —% | —% | —% | 0.25% | —% | 1.20% | 0.07% |
| _________________________(1)The $6.2 million provision for credit losses on the consolidated statements of income includes a $6.2 million provision for loan losses, a $43,000 benefit for off-balance sheet commitments and an $82,000 provision for held to maturity securities credit losses for the three months ended March 31, 2023. | |||||||
The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related ALCL allocated to these loans.
| March 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | Commercial Real Estate | Construction/ Land/ Land Development | Residential Real Estate | Commercial and Industrial | Mortgage Warehouse Lines of Credit | Consumer | Total |
| Real Estate | $2,358 | $83 | $11,796 | $— | $— | $— | $14,237 |
| Equipment | — | — | — | 69 | — | — | 69 |
| Other | — | — | — | 425 | — | — | 425 |
| Total | $2,358 | $83 | $11,796 | $494 | $— | $— | $14,731 |
| ALCL Allocation | $— | $— | $122 | $— | $— | $— | $122 |
| December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | Commercial Real Estate | Construction/ Land/ Land Development | Residential Real Estate | Commercial and Industrial | Mortgage Warehouse Lines of Credit | Consumer | Total |
| Real Estate | $605 | $— | $4,029 | $— | $— | $— | $4,634 |
| Equipment | — | — | — | 119 | — | — | 119 |
| Other | — | — | — | 258 | — | — | 258 |
| Total | $605 | $— | $4,029 | $377 | $— | $— | $5,011 |
| ALCL Allocation | $— | $— | $— | $— | $— | $— | $— |
Collateral-dependent loans consist primarily of residential real estate, commercial real estate and commercial and industrial loans. These loans are individually evaluated when foreclosure is probable or when the repayment of the loan is expected to be provided substantially through the operation or sale of the underlying collateral. In the case of commercial and industrial loans secured by equipment, the fair value of the collateral is estimated by third-party valuation experts. Loan balances are charged down to the underlying collateral value when they are deemed uncollectible. Note that the Company did not elect to use the collateral maintenance agreement practical expedient available under the current expected credit loss (“CECL”) guidance.
Nonaccrual LHFI was as follows:
| Nonaccrual With No Allowance for Credit Loss | Total Nonaccrual | |||
|---|---|---|---|---|
| (Dollars in thousands)Loans secured by real estate: | March 31, 2024 | December 31, 2023 | March 31, 2024 | December 31, 2023 |
| Commercial real estate | $3,006 | $746 | $4,474 | $786 |
| Construction/land/land development | 179 | 96 | 383 | 305 |
| Residential real estate | 12,489 | 5,695 | 14,918 | 13,037 |
| Total real estate | 15,674 | 6,537 | 19,775 | 14,128 |
| Commercial and industrial | 5,005 | 4,706 | 20,560 | 15,897 |
| Mortgage warehouse lines of credit | — | — | — | — |
| Consumer | — | — | 104 | 90 |
| Total nonaccrual loans | $20,679 | $11,243 | $40,439 | $30,115 |
All interest formerly accrued but not received for loans placed on nonaccrual status is reversed from interest income. Subsequent receipts on nonaccrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
For the three months ended March 31, 2024 and 2023, gross interest income that would have been recorded had the nonaccruing loans been current in accordance with their original terms, was $394,000 and $136,000, respectively. No interest income was recorded on these loans while they were considered nonaccrual during the years ended March 31, 2024 and 2023.
The Company elects the fair value option for recording residential mortgage loans held for sale in accordance with U.S. GAAP. The company hadzero nonaccrual mortgage loans held for sale that were recorded using the fair value option election at both March 31, 2024 and December 31, 2023.
The tables below summarize modifications made to borrowers experiencing financial difficulty by loan and modification type during the three months ended March 31, 2024 and 2023.
| Amortized Cost Basis at March 31, 2024 | ||||
|---|---|---|---|---|
| Term Extension | Other-Than-Insignificant Payment Delay | |||
| (Dollars in thousands) | Amortized Cost | % of Loans | Amortized Cost | % of Loans |
| Loans secured by real estate: | ||||
| Construction/land/land development | $1,462 | 0.13% | $— | —% |
| Residential real estate | 35 | — | — | — |
| Total real estate | 1,497 | 0.03 | — | — |
| Commercial and industrial | 7,312 | 0.34 | 35 | — |
| Total | $8,809 | 0.11 | $35 | — |
| Amortized Cost Basis at March 31, 2023 | ||
|---|---|---|
| Term Extension | ||
| (Dollars in thousands) | Amortized Cost | % of Loans |
| Loans secured by real estate: | ||
| Commercial real estate | $2,230 | 0.09% |
| Construction/land/land development | 3,346 | 0.35 |
| Total real estate | 5,576 | 0.11 |
| Commercial and industrial | 9,304 | 0.44 |
| Total | $14,880 | 0.20 |
The following tables describe the financial effect of the modification made to borrowers experiencing financial difficulty during the three months ended March 31, 2024 and 2023.
| Three Months Ended March 31, 2024 | ||
| Term Extension | Other-Than-Insignificant Payment Delay | |
| Construction/land/land development | Added a weighted average 3.9 months to the life of the modified loans | N/A |
|---|---|---|
| Residential real estate | Added a weighted average 6.0 months to the life of the modified loans | N/A |
| Commercial and industrial | Added a weighted average 6.0 months to the life of the modified loans | Delayed payment of weighted average 2.0 months |
| Three Months Ended March 31, 2023 | |
| Term Extension | |
| Commercial real estate | Added a weighted average 4.1 months to the life of the modified loans |
|---|---|
| Construction/land/land development | Added a weighted average 4.8 months to the life of the modified loans |
| Commercial and industrial | Added a weighted average 3.6 months to the life of the modified loans |
The following table depicts the performance of loans that have been modified during the last twelve months ended March 31, 2024.
| Payment Status (Amortized Cost Basis) | |||
|---|---|---|---|
| March 31, 2024 | |||
| (Dollars in thousands) | Current | 30-89 Days Past Due | 90 Days or More Past Due |
| Loans secured by real estate: | |||
| Commercial real estate | $1,198 | $— | $168 |
| Construction/land/land development | 1,570 | — | 96 |
| Residential real estate | 2,006 | 117 | 235 |
| Total real estate | 4,774 | 117 | 499 |
| Commercial and industrial | 15,511 | 90 | 631 |
| Total LHFI | $20,285 | $207 | $1,130 |
At March 31, 2024, and December 31, 2023, the Company hadzero and $1.6 million funding commitments for loans in which the terms were modified as a result of the borrowers experiencing financial difficulty, respectively. There were no loans to borrowers experiencing financial difficulty that defaulted during the three months ended March 31, 2024 or 2023, that were modified within the last 12 months.
A payment default is defined as a loan that was 90 or more days past due. The Company monitors the performance of modified loans on an ongoing basis. In the event of subsequent default, the ALCL is assessed on the basis of an individual evaluation of each loan. The modifications made during the periods presented did not significantly impact the Company’s determination of the allowance for credit losses.
Note 5 — Fair Value of Financial Instruments
Fair value is the exchange price that is expected to 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. Certain assets and liabilities are recorded in the Company’s consolidated financial statements at fair value. Some are recorded on a recurring basis and some on a nonrecurring basis.
The Company utilizes fair value measurement to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The determination of fair values of financial instruments often requires the use of estimates. In cases where quoted market values in an active market are not available, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach to estimate the fair values of its financial instruments. Such valuation techniques are consistently applied.
A hierarchy for fair value has been established, which categorizes the valuation techniques into three levels used to measure fair value. The three levels are as follows:
Level 1 - Fair value is based on unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 - Fair value is based on significant other observable inputs that are generally determined based on a single price for each financial instrument provided to the Company by an unrelated third-party pricing service and is based on one or more of the following:
Quoted prices for similar, but not identical, assets or liabilities in active markets;
Quoted prices for identical or similar assets or liabilities in markets that are not active;
Inputs other than quoted prices that are observable, such as interest rate and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates; and
Other inputs derived from or corroborated by observable market inputs.
Level 3 - Prices or valuation techniques that require inputs that are both significant and unobservable in the market. These instruments are valued using the best information available, some of which is internally developed, and reflects the Company’s own assumptions about the risk premiums that market participants would generally require and the assumptions they would use. These estimates can be inherently uncertain.
There were no transfers between fair value reporting levels for any period presented.
Fair Values of Assets and Liabilities Recorded on a Recurring Basis
The following tables summarize financial assets and financial liabilities recorded at fair value on a recurring basis at March 31, 2024, and December 31, 2023, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value. There were no changes in the valuation techniques during 2024 or 2023.
| March 31, 2024 | ||||
|---|---|---|---|---|
| (Dollars in thousands) | Level 1 | Level 2 | Level 3 | Total |
| State and municipal securities | $— | $230,348 | $47,249 | $277,597 |
| Corporate bonds | — | 82,247 | 1,000 | 83,247 |
| U.S. treasury securities | 38,286 | — | — | 38,286 |
| U.S. government agency securities | — | 24,152 | — | 24,152 |
| Commercial mortgage-backed securities | — | 92,740 | — | 92,740 |
| Residential mortgage-backed securities | — | 486,623 | — | 486,623 |
| Commercial collateralized mortgage obligations | — | 41,426 | — | 41,426 |
| Residential collateralized mortgage obligations | — | 126,333 | — | 126,333 |
| Asset-backed securities | — | 20,518 | — | 20,518 |
| Securities available for sale | 38,286 | 1,104,387 | 48,249 | 1,190,922 |
| Securities carried at fair value through income | — | — | 6,755 | 6,755 |
| Loans held for sale | — | 14,975 | — | 14,975 |
| Other assets - derivatives | — | 22,717 | — | 22,717 |
| Total recurring fair value measurements - assets | $38,286 | $1,142,079 | $55,004 | $1,235,369 |
| Other liabilities - derivatives | $— | $(21,013) | $— | $(21,013) |
| Total recurring fair value measurements - liabilities | $— | $(21,013) | $— | $(21,013) |
| December 31, 2023 | ||||
|---|---|---|---|---|
| (Dollars in thousands) | Level 1 | Level 2 | Level 3 | Total |
| State and municipal securities | $— | $232,679 | $49,447 | $282,126 |
| Corporate bonds | — | 82,635 | 1,000 | 83,635 |
| U.S. treasury securities | 55,480 | — | — | 55,480 |
| U.S. government agency securities | — | 24,160 | — | 24,160 |
| Commercial mortgage-backed securities | — | 93,396 | — | 93,396 |
| Residential mortgage-backed securities | — | 506,502 | — | 506,502 |
| Commercial collateralized mortgage obligations | — | 35,183 | — | 35,183 |
| Residential collateralized mortgage obligations | — | 130,144 | — | 130,144 |
| Asset-backed securities | — | 43,005 | — | 43,005 |
| Securities available for sale | 55,480 | 1,147,704 | 50,447 | 1,253,631 |
| Securities carried at fair value through income | — | — | 6,808 | 6,808 |
| Loans held for sale | — | 16,852 | — | 16,852 |
| Mortgage servicing rights | — | — | 15,637 | 15,637 |
| Other assets - derivatives | — | 20,487 | — | 20,487 |
| Total recurring fair value measurements - assets | $55,480 | $1,185,043 | $72,892 | $1,313,415 |
| Other liabilities - derivatives | $— | $(18,300) | $— | $(18,300) |
| Total recurring fair value measurements - liabilities | $— | $(18,300) | $— | $(18,300) |
The changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the Three Months Ended March 31, 2024 and 2023, are summarized as follows:
| (Dollars in thousands) | MSRs | Securities Available for Sale | Securities at Fair Value Through Income |
|---|---|---|---|
| Balance at January 1, 2024 | $15,637 | $50,447 | $6,808 |
| Gain (loss) recognized in earnings: | |||
| Mortgage banking revenue(1) | 450 | — | — |
| Other noninterest income | — | — | (53) |
| Loss recognized in AOCI | — | (77) | — |
| Purchases, issuances, sales and settlements: | |||
| Originations | — | — | — |
| Sales | (16,087) | — | — |
| Settlements | — | (2,121) | — |
| Balance at March 31, 2024 | $— | $48,249 | $6,755 |
(1)Total mortgage banking revenue includes changes in fair value due to market changes and run-off.
| (Dollars in thousands) | MSRs | Securities Available for Sale | Securities at Fair Value Through Income |
|---|---|---|---|
| Balance at January 1, 2023 | $20,824 | $55,769 | $6,368 |
| Gain (loss) recognized in earnings: | |||
| Mortgage banking revenue(1) | (906) | — | — |
| Other noninterest income | — | — | 45 |
| Loss recognized in AOCI | — | 108 | — |
| Purchases, issuances, sales and settlements: | |||
| Originations | 149 | — | — |
| Sales | (1,806) | — | — |
| Settlements | — | (2,054) | — |
| Balance at March 31, 2023 | $18,261 | $53,823 | $6,413 |
(1)Total mortgage banking revenue includes changes in fair value due to market changes and run-off.
The Company obtains fair value measurements for securities available for sale and securities at fair value through income from an independent pricing service; therefore, quantitative unobservable inputs are unknown.
The following methodologies were used to measure the fair value of financial assets and liabilities valued on a recurring basis:
Securities Available for Sale
Securities classified as available for sale are reported at fair value utilizing Level 1, Level 2 or Level 3 inputs. For Level 1 securities, the Company obtains the fair value measurements for those identical assets from an independent pricing service. For Level 2 securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, market consensus prepayment speeds, credit information and the security's terms and conditions, among other things. In order to ensure the fair values are consistent with ASC 820, Fair Value Measurements and Disclosures, the Company periodically checks the fair value by comparing them to other pricing sources, such as Bloomberg LP. The third-party pricing service is subject to an annual review of internal controls in accordance with the Statement on Standards for Attestation Engagements No. 16, which was made available to the Company. In certain cases where Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. For level 3 securities, the Company determines the fair value of the instruments based on their callability, putability and prepay optionality. Putable instruments are valued at book value, non-putable instruments are priced mainly using a present value calculation based on the spread to the yield curve.
Mortgage Servicing Rights (“MSRs”)
During December 2023 and January 2024, the Company solicited non-binding indications of interest with respect to the proposed sale of substantially all of the Company’s MSR asset. The Company subsequently sold its MSR asset and recorded a $410,000 gain on the sale. There wereno MSR assets recognized or recorded during the quarter ended March 31, 2024, and the carrying value of the MSR iszero at March 31, 2024. At December 31, 2023, the carrying amounts of the MSRs equal fair value, which are determined using a discounted cash flow valuation model. The significant assumptions used to value MSRs were as follows:
| December 31, 2023 | ||
|---|---|---|
| Range | Weighted Average(1) | |
| Prepayment speeds | 7.49% - 8.50% | 8.10% |
| Discount rates | 10.25% - 12.75% | 10.31% |
(1)The weighted average was calculated with reference to the principal balance of the underlying mortgages.
There have been significant market-driven fluctuations in the assumptions listed above. Typically, loans with higher average coupon rates have a greater likelihood of prepayment during comparatively low interest rate environments, while loans with lower average coupon rates have a lower likelihood of prepayment. The recent increase in rates has caused a decrease in the weighted average prepayment speed. Estimating these assumptions within ranges that market participants would use in determining the fair value of MSRs requires significant management judgment.
Derivatives
Fair values for interest rate swap agreements and interest rate lock commitments are based upon the amounts that would be required to settle the contracts. Fair values for risk participations and loan sale commitments are based on the fair values of the underlying mortgage loans or securities and the probability of such commitments being exercised. Significant management judgment and estimation is required in determining these fair value measurements.
Fair Values of Assets Recorded on a Recurring Basis for which the Fair Value Option has been Elected
Certain assets are measured at fair value on a recurring basis due to the Company’s election to adopt fair value accounting treatment for those assets. This election allows for a more effective offset of the changes in fair values of the assets and the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting under ASC Topic 815, Derivatives and Hedging. For assets for which the fair value has been elected, the earned current contractual interest payment is recognized in interest income. At March 31, 2024, and December 31, 2023, there were no gains or losses recorded attributable to changes in instrument-specific credit risk. The following tables summarize the difference between the fair value and the unpaid principal balance for financial instruments for which the fair value option has been elected:
| March 31, 2024 | |||
|---|---|---|---|
| (Dollars in thousands) | Aggregate Fair Value | Principal Balance/Amortized Cost | Difference |
| Loans held for sale(1) | $14,975 | $14,596 | $379 |
| Securities carried at fair value through income | 6,755 | 6,815 | (60) |
| Total | $21,730 | $21,411 | $319 |
(1)There wereno loans held for sale that were designated as nonaccrual or 90 days or more past due at March 31, 2024.
| December 31, 2023 | |||
|---|---|---|---|
| (Dollars in thousands) | Aggregate Fair Value | Principal Balance/Amortized Cost | Difference |
| Loans held for sale(1) | $16,852 | $16,475 | $377 |
| Securities carried at fair value through income | 6,808 | 6,815 | (7) |
| Total | $23,660 | $23,290 | $370 |
(1)There wereno of loans held for sale that were designated as nonaccrual or 90 days or more past due at December 31, 2023.
Changes in the fair value of assets for which the Company elected the fair value option are classified in the consolidated statements of income line items reflected in the following table:
| (Dollars in thousands) | Three Months Ended March 31, | |
|---|---|---|
| Changes in fair value included in noninterest income: | 2024 | 2023 |
| Mortgage banking revenue (loans held for sale)(1) | $2 | $164 |
| Other income: | ||
| Securities carried at fair value through income | (53) | 46 |
| Total fair value option impact on noninterest income | $(51) | $210 |
(1)The fair value option impact on noninterest income is offset by the derivative gain/loss recognized in noninterest income. Please see Note 6 — Mortgage Banking for more detail.
The following methodologies were used to measure the fair value of financial assets valued on a recurring basis for which the fair value option was elected:
Securities at Fair Value through Income
Securities carried at fair value through income are valued using a discounted cash flow with a credit spread applied to each instrument based on the creditworthiness of each issuer. Credit spreads ranged from 83 to 227 basis points at both March 31, 2024, and December 31, 2023. The Company believes the fair value approximates an exit price.
Loans Held for Sale
Fair values for loans held for sale are established using anticipated sale prices for loans allocated to a sale commitment, and those unallocated to a commitment are valued based on the interest rate and term for similar loans allocated. The Company believes the fair value approximates an exit price.
Fair Value of Assets Recorded on a Nonrecurring Basis
Non-marketable equity securities held in other financial institutions
The majority of the Company’s non-marketable equity securities held in other financial institutions qualify for the practical expedient allowed for equity securities without a readily determinable fair values, such that the Company has elected to carry these securities at cost adjusted for any observable transactions during the period, less any impairment. Non-marketable equity securities held in other financial institutions totaled $53.9 million and $55.2 million at March 31, 2024 and December 31, 2023, respectively, and are shown on the face of the consolidated balance sheets. To date, no impairment has been recorded on the Company's investments in equity securities that do not have readily determinable fair values.
Individually Evaluated Loans with Credit Losses
Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured to determine if any credit loss exists. Allowable methods for determining the amount of credit loss include estimating the fair value using the fair value of the collateral for collateral-dependent loans and a discounted cash flow methodology for other evaluated loans that are not collateral dependent. If the loan is identified as collateral-dependent, the fair value method of measuring the amount of credit loss is utilized. Evaluating the fair value of the collateral for collateral-dependent loans requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. If the loan is not collateral-dependent, the discounted cash flow method is utilized, which involves assumptions and judgments as to credit risk, prepayment risk, liquidity risk, default rates, loss severity, payment speeds, collateral values and discount rate. Loans that have experienced a credit loss with specific allocated losses are within Level 3 of the fair value hierarchy when the credit loss is determined using the fair value method. The fair value of collateral-dependent loans that have specific allocated reserves was approximately $3.9 million and $3.8 million at March 31, 2024, and December 31, 2023, respectively.
Non-Financial Assets
Foreclosed assets held for sale are the only non-financial assets valued on a nonrecurring basis that are initially recorded by the Company at fair value, less estimated costs to sell. At foreclosure, if the fair value, less estimated costs to sell, of the real estate acquired is less than the Company’s recorded investment in the related loan, a write-down is recognized through a charge to the ALCL. Additionally, valuations are periodically performed by management, and any subsequent reduction in value is recognized by a charge to income. The carrying value and fair value of foreclosed assets held for sale was estimated using Level 3 inputs based on observable market data and was $3.9 million at both March 31, 2024, and December 31, 2023. At March 31, 2024, and December 31, 2023, the Company had $944,000 andzero, respectively, principal amounts of residential mortgage loans in the process of foreclosure.
Fair Values of Financial Instruments Not Recorded at Fair Value
Loans
The estimated fair value approximates carrying value for variable-rate loans that reprice frequently and with no significant change in credit risk. The fair value of fixed rate loans and variable-rate loans, which reprice on an infrequent basis, is estimated by discounting future cash flows using exit level pricing, which combines the current interest rates at which similar loans with similar terms would be made to borrowers of similar credit quality and an estimated additional rate to reflect a liquidity premium. An overall valuation adjustment is made for specific credit risks as well as general portfolio credit risk.
Deposits
The estimated fair value approximates carrying value for demand deposits. The fair value of fixed rate deposit liabilities with defined maturities is estimated by discounting future cash flows using the interest rates currently available for funding from the FHLB. The estimated fair value of deposits does not take into account the value of our long-term relationships with depositors, commonly known as core deposit intangibles, which are separate intangible assets, and not considered financial instruments. Nonetheless, the Company would likely realize a core deposit premium if the deposit portfolio were sold in the principal market for such deposits.
Borrowed Funds
The estimated fair value approximates carrying value for short-term borrowings. The fair value of long-term fixed rate and fixed-to-floating-rate borrowings is estimated using quoted market prices, if available, or by discounting future cash flows using current interest rates for similar financial instruments. The estimated fair value approximates carrying value for variable-rate junior subordinated debentures that reprice quarterly.
The carrying value and estimated fair values of financial instruments not recorded at fair value are as follows:
| (Dollars in thousands) | March 31, 2024 | December 31, 2023 | ||
|---|---|---|---|---|
| Financial assets:Level 1 inputs: | CarryingValue | EstimatedFair Value | CarryingValue | EstimatedFair Value |
| Cash and cash equivalents | $291,512 | $291,512 | $280,441 | $280,441 |
| Level 2 inputs: | ||||
| Non-marketable equity securities held in other financial institutions | 53,870 | 53,870 | 55,190 | 55,190 |
| Accrued interest and loan fees receivable | 43,508 | 43,508 | 41,688 | 41,688 |
| Level 3 inputs: | ||||
| Securities held to maturity | 11,651 | 10,956 | 11,615 | 10,848 |
| LHFI, net | 7,801,652 | 7,392,695 | 7,564,076 | 7,177,720 |
| Financial liabilities: | ||||
| Level 2 inputs: | ||||
| Deposits | 8,505,464 | 8,490,801 | 8,251,125 | 8,240,520 |
| FHLB advances and other borrowings | 13,158 | 12,685 | 83,598 | 83,187 |
| Subordinated indebtedness | 160,684 | 158,149 | 194,279 | 186,251 |
| Accrued interest payable | 15,943 | 15,943 | 12,272 | 12,272 |
Note 6 — Mortgage Banking
The following table presents the Company’s revenue from mortgage banking operations:
| (Dollars in thousands) | Three Months Ended March 31, | |
|---|---|---|
| Mortgage banking revenue | 2024 | 2023 |
| Origination | $108 | $111 |
| Gain on sale of loans held for sale | 964 | 609 |
| Originations of MSRs | — | 149 |
| Servicing | 654 | 989 |
| Total gross mortgage revenue | 1,726 | 1,858 |
| MSR valuation adjustments, net | 450 | (906) |
| Gain on sale of MSR | 410 | — |
| Mortgage HFS and pipeline fair value adjustment | 291 | 440 |
| MSR hedge impact | (479) | 389 |
| Mortgage banking revenue | $2,398 | $1,781 |
Management used forward-settling mortgage-backed securities and U.S. Treasury futures to mitigate the impact of changes in fair value of MSRs. See Note 8 — Derivative Financial Instruments for further information.
Mortgage Servicing Rights
Activity in MSRs was as follows:
| Three Months Ended March 31, | ||
|---|---|---|
| (Dollars in thousands) | 2024 | 2023 |
| Balance at beginning of period | $15,637 | $20,824 |
| Addition of servicing rights | — | 149 |
| Settlement of sale of MSR | (16,087) | (1,806) |
| Valuation adjustment, net of amortization | 450 | (906) |
| Balance at end of period | $— | $18,261 |
During December 2023 and January 2024, the Company solicited non-binding indications of interest with respect to the proposed sale of substantially all of the Company’s MSR asset. The Company subsequently sold its MSR asset and recorded a $410,000 gain on the sale. There wereno MSR assets recognized or recorded during the quarter ended March 31, 2024, and the carrying value of the MSR waszero at March 31, 2024.
During the second half of 2022, the Company entered into an agreement to sell its GNMA MSR portfolio, which met all final sale conditions in early 2023. The Company sold $1.8 million in GNMA MSR, with no significant gain or loss realized, and derecognized the related GNMA repurchase asset and offsetting liability during the quarter ended March 31, 2023.
Prior to the sale of the Company’s MSR, the Company received annual servicing fee income approximating 0.25% of the outstanding balance of the underlying loans. In connection with the Company's activities as a servicer of mortgage loans, the investors and the securitization trusts have no recourse to the Company’s assets for failure of debtors to pay when due.
The Company is potentially subject to losses on loans previously sold due to loan foreclosures. The Company has obligations to either repurchase the outstanding principal balance of a loan or make the purchaser whole for the economic benefits of a loan if it is determined that the loan sold violated representations or warranties made by the Company and/or the borrower at the time of the sale, which the Company refers to as mortgage loan putback expenses. Such representations and warranties typically include those made regarding loans that had missing or insufficient file documentation and/or loans obtained through fraud by borrowers or other third parties. Putback claims may be made until the loan is paid in full. When a putback claim is received, the Company evaluates the claim and takes appropriate actions based on the nature of the claim. The Company is required by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation to provide a response to putback claims within 60 days of the date of receipt.
At March 31, 2024, and December 31, 2023, the reserve for mortgage loan putback expenses totaled $113,000 and $127,000, respectively. There is inherent uncertainty in reasonably estimating the requirement for reserves against future mortgage loan putback expenses. Future putback expenses depend on many subjective factors, including the review procedures of the purchasers and the potential refinance activity on loans sold with servicing released and the subsequent consequences under the representations and warranties.
Note 7 — Borrowings
Borrowed funds are summarized as follows:
| (Dollars in thousands) | March 31, 2024 | December 31, 2023 |
|---|---|---|
| Short-term FHLB advances | $— | $70,000 |
| Long-term FHLB advances | 6,406 | 6,474 |
| Overnight repurchase agreements with depositors | 6,752 | 7,124 |
| Total FHLB advances and other borrowings | $13,158 | $83,598 |
| Subordinated indebtedness, net | $160,684 | $194,279 |
At December 31, 2023, the Company had $34.7 million in subordinated promissory notes that were assumed in the merger with BTH (“BTH Notes”) with origination dates ranging from June 2015 to June 2021. After thefive-year anniversary of issuance, the Company can redeem the BTH Notes in part or in full at the Company’s discretion and, if applicable, subject to receipt of any required regulatory approvals. Primarily due to the declining Tier 2 capital contribution of the BTH Notes, the Company elected to redeem all but $1.1 million of the BTH Notes during the three months ended March 31, 2024.
Note 8 — Derivative Financial Instruments
Risk Management Objective of Using Derivatives
The Company enters into derivative financial instruments to manage risks related to differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments, as well as to manage changes in fair values of some assets which are marked at fair value through the consolidated statement of income on a recurring basis.
Cash Flow Hedges of Interest Rate Risk
The Company is a party to interest rate swap agreements under which the Company receives interest at a variable rate and pays at a fixed rate. The derivative instruments represented by these swap agreements are designated as cash flow hedges of the Company’s forecasted variable cash flows under a variable-rate term borrowing agreements. During the terms of the swap agreements, the effective portion of changes in the fair value of the derivative instruments are recorded in accumulated other comprehensive (loss) income and subsequently reclassified into earnings in the periods that the hedged forecasted variable-rate interest payments affected earnings. There was no ineffective portion of the change in fair value of the derivatives recognized directly in earnings. The entire swap fair value will be reclassified into earnings before the expiration dates of the swap agreements.
Derivatives Not Designated as Hedges
Customer interest rate derivative program
The Company offers certain derivatives products, primarily interest rate swaps, directly to qualified commercial banking customers to facilitate their risk management strategies. In most instances, the Company acts only as an intermediary, simultaneously entering into offsetting agreements with unrelated financial institutions, thereby mitigating its net risk exposure resulting from such transactions without significantly impacting its results of operations. Because the interest rate derivatives associated with this program do not meet hedge accounting requirements, changes in the fair value of both the customer derivatives and any offsetting derivatives are recognized directly in earnings as a component of noninterest income.
From time to time, the Company shares in credit risk on interest rate swap arrangements, by entering into risk participation agreements with syndication partners. These are accounted for at fair value and disclosed as risk participation derivatives.
Mortgage banking derivatives
As part of its mortgage banking and related risk management activities, the Company enters into interest rate lock commitment (“IRLC”) agreements on prospective residential mortgage loans. These IRLCs are derivative financial instruments and the fair value of these IRLCs are included in other assets. The Company also economically hedged the value of MSRs by entering into a series of commitments to purchase mortgage-backed securities in the future and U.S. Treasury Notes.
Fair Values of Derivative Instruments on the Consolidated Balance Sheets
The following tables disclose the fair value of derivative instruments in the Company’s consolidated balance sheets at March 31, 2024 and December 31, 2023, as well as the effect of these derivative instruments on the Company’s consolidated statements of income for the three months ended March 31, 2024 and 2023. Derivative instruments and their related gains and losses are reported in other operating activities, net in the statements of cash flows.
| (Dollars in thousands) | Notional Amounts(1) | Fair Values | ||
|---|---|---|---|---|
| Derivatives designated as cash flow hedging instruments: | March 31, 2024 | December 31, 2023 | March 31, 2024 | December 31, 2023 |
| Interest rate swaps included in other assets | $10,500 | $10,500 | $882 | $786 |
| Derivatives not designated as hedging instruments: | ||||
| Interest rate swaps included in other assets | $367,272 | $363,498 | $21,326 | $18,567 |
| Interest rate swaps included in other liabilities | 360,457 | 356,683 | (21,013) | (18,298) |
| Risk participation agreements included in other liabilities | 20,000 | 20,000 | — | (2) |
| Forward commitments to purchase forward-settling mortgage-backed securities included in other assets | — | 9,000 | — | 91 |
| Forward commitments to purchase treasury notes in other assets | — | 22,500 | — | 822 |
| Interest rate-lock commitments on residential mortgage loans included in other assets | 17,585 | 8,471 | 509 | 221 |
| $765,314 | $780,152 | $822 | $1,401 | |
(1)Notional or contractual amounts, which represent the extent of involvement in the derivatives market, are used to determine the contractual cash flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or market risk and are not reflected in the consolidated balance sheets.
The weighted-average rates paid and received for interest rate swaps were as follows:
| Weighted-Average Interest Rate | ||||
|---|---|---|---|---|
| March 31, 2024 | December 31, 2023 | |||
| Interest rate swaps: | Paid | Received | Paid | Received |
| Cash flow hedges | 4.24% | 8.34% | 4.24% | 8.35% |
| Non-hedging interest rate swaps - financial institution counterparties | 4.90 | 7.83 | 4.88 | 7.82 |
| Non-hedging interest rate swaps - customer counterparties | 7.83 | 4.90 | 7.82 | 4.88 |
Gains and losses recognized on derivative instruments not designated as hedging instruments are as follows:
| (Dollars in thousands) | Three Months Ended March 31, | |
|---|---|---|
| Derivatives not designated as hedging instruments: | 2024 | 2023 |
| Amount of gain recognized in mortgage banking revenue (1) | $219 | $665 |
| Amount of gain recognized in other non-interest income | 46 | 11 |
(1)Gains and losses on these instruments are largely offset by market fluctuations in mortgage servicing rights. The Company sold substantially all of its MSR recognizing a gain on the sale of $410,000 for the three months ended March 31, 2024. See Note 6 — Mortgage Banking for more information on components of mortgage banking revenue.
Some interest rate swaps included in other assets were subject to a master netting arrangement with the counterparty in all periods presented and could be offset against some amounts included in interest rate swaps included in other liabilities. The Company has chosen not to net these exposures in the consolidated balance sheets, and any impact of netting these amounts would not be significant.
At March 31, 2024 and December 31, 2023, the Company had cash collateral on deposit with swap counterparties totaling $940,000 and $865,000, respectively. These amounts are included in interest-bearing deposits in banks in the consolidated balance sheets and are considered restricted cash until such time as the underlying swaps are settled.
Note 9 — Stock and Incentive Compensation Plans
The Company has granted, and currently has outstanding, stock and incentive compensation awards subject to the provisions of the Company’s 2012 Stock Incentive Plan (the “2012 Plan”). Additionally, the Company’s stockholders approved the Origin Bancorp, Inc. Omnibus Incentive Plan (“Omnibus Plan”) at the April 24, 2024, Annual Meeting.
The 2012 Plan and the Omnibus Plan (collectively, the “Incentive Plans”) are designed to provide flexibility to the Company regarding its ability to motivate, attract and retain the services of key officers, employees and directors. The Incentive Plans allow the Company to make grants of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards (“RSA”), restricted stock units (“RSU”), dividend equivalent rights, performance stock units (“PSU”) or any combination thereof. There were a total maximum of 1,375,000 shares originally reserved for issuance under the Incentive Plans. At March 31, 2024, the maximum number of shares of the Company’s common stock available for issuance under the 2012 Plan was 24,604. The Omnibus Plan, approved in April 2024, allows for the issuance of an additional 675,000 shares, andno future awards may be issued under the 2012 Plan after adoption of the Omnibus Plan.
Additionally, the Company’s stockholders approved an employee stock purchase plan (“ESPP”) which qualified as an ESPP under IRS guidelines. The ESPP provides for the purchase of up to an aggregateone million shares of the Company’s common stock by employees. Under the ESPP, employees of the Company, who elect to participate, have the right to purchase a limited number of shares of the Company’s common stock at a 15% discount from the lower of the market value of the common stock at the beginning or the end of eachone year offering period, beginning on June 1st. The ESPP benefit is treated as compensation to the employee, and the compensation expense will be recognized over the service period based on the grant date fair value of the rights determined at the beginning of the purchase period, adjusted for forfeitures and certain modifications. Forfeitures are recognized as they occur. At March 31, 2024, there was $75,000 of total unrecognized compensation cost related to estimated ESPP shares for the June 1, 2023 - May 31, 2024, ESPP offering period. These costs are expected to be recognized over a period of 0.17 years.
The table below includes the weighted-average assumptions used to calculate the grant date fair value of the ESPP rights for the periods indicated using the Black-Scholes option pricing model:
| Three Months Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Expected term (in years) | 1.00 | 1.00 |
| Dividend yield | $2.08 | $1.52 |
| Risk-free interest rate | 4.94% | 2.00% |
| Expected volatility | 31.12 | 32.56 |
The ESPP shares purchased are as follows for the dates indicated:
| Three Months Ended March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| ESPP shares purchased | — | — |
| Shares available for issuance under the ESPP | 927,698 | 973,911 |
The Compensation Committee (“Committee”) has approved and the Company has granted PSUs to select officers and employees under the 2012 Plan. Each PSU represents a right for the participant to receive shares of Company common stock or cash equal to the fair market value of such stock, as determined by the Committee. The number of PSUs to which the participant may be entitled will vary from 0% to 150% of the target number of PSUs, based on the Company’s achievement of specified performance criteria during the performance period compared to performance benchmarks adopted by the Committee and, further, the participant’s continuous service with the Company through the third anniversary of the date of the grant. Each performance period commences on January 1 and ends three years later on December 31 (“Performance Period”).
Share-based compensation cost charged to income for the years ended March 31, 2024 and 2023, is presented below. There wasno stock option expense for any of the periods shown.
| Three Months Ended March 31, | ||
|---|---|---|
| (Dollars in thousands) | 2024 | 2023 |
| RSA & RSU | $1,058 | $1,022 |
| PSU | 915 | 293 |
| ESPP | 106 | 76 |
| Total stock compensation expense | $2,079 | $1,391 |
| Related tax benefits recognized in net income | $437 | $292 |
Restricted Stock and Performance Stock Grants
The Company’s RSAs and RSUs are time-vested awards and are granted to the Company’s Board of Directors, executives and senior management team. The service period in which time-vested awards are earned ranges fromone toseven years. Time-vested awards are valued utilizing the fair value of the Company’s stock at the grant date. These awards are recognized on the straight-line method over the requisite service period, with forfeitures recognized as they occur.
The Company’s PSU awards, excluding the CEO PSUs, arethree-year cliff-vested awards, with each unit divided intotwo categories (“ROAA Unit Group” and “ROAE Unit Group”), composed of an equivalent number of initial PSUs granted. The PSU share amounts do not reflect potential increases or decreases resulting from the interim performance results until the final performance results are determined at the end of thethree-year period. The ROAA Unit Group is based upon the Company’s Performance Period Return on Average Assets performance, as defined in the award agreement, and the ROAE Unit Group is based upon the Company’s Performance Period Return on Average Equity performance, as defined in the award agreement. The PSUs are initially valued utilizing the fair value of the Company’s stock at the grant date, assuming 100% of the target number of units are achieved. Subsequent valuation of the PSUs is determined using the ratio of the actual Company’s Performance Period ROAA or ROAE to the Company’s targeted Performance Period ROAA or ROAE, applied to the PSUs awarded times the Company’s closing month end stock price for the month immediately preceding the period end date. The determination of whether and to what extent the performance criteria has been satisfied during the applicable Performance Period shall be made by the Compensation Committee, in its sole and absolute discretion. Certain nonrecurring, unusual or infrequent items may be disregarded in the ROAA or ROAE calculation as described further in the PSU award agreement. Forfeitures are recognized as they occur.
The following table summarizes the Company’s award activity:
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Shares | Weighted Average Grant-Date Fair Value | Shares | Weighted Average Grant-Date Fair Value | |
| Nonvested RSAs, January 1, | 17,629 | $29.33 | 27,391 | $35.27 |
| Vested RSAs | — | — | (12,840) | 37.39 |
| Nonvested RSAs, March 31, | 17,629 | 29.33 | 14,551 | 33.59 |
| Nonvested RSUs, January 1, | 318,168 | $37.69 | 270,390 | $39.63 |
| Granted RSUs | 8,761 | 30.43 | 65,842 | 40.69 |
| Vested RSUs | (28,088) | 41.77 | (12,005) | 44.77 |
| Forfeited RSUs | — | — | (1,357) | 41.41 |
| Nonvested RSUs, March 31, | 298,841 | 37.09 | 322,870 | 39.65 |
| Nonvested PSUs, January 1, | 197,842 | $28.33 | 157,367 | $29.06 |
| Granted PSUs | — | — | 43,591 | 37.91 |
| Forfeited PSUs | — | — | (1,592) | 37.91 |
| Nonvested PSUs, March 31, | 197,842 | 31.74 | 199,366 | 30.50 |
At March 31, 2024, there was $7,000, $9.1 million and $3.1 million of total unrecognized compensation cost related to nonvested RSA shares, RSU shares and PSU shares under the 2012 Plan, respectively. Those costs are expected to be recognized over a weighted-average period of 0.02,3.5 and 1.6 years for RSA, RSU and PSU shares, respectively.
Stock Option Grants
The Company has previously issued common stock options to select officers and employees primarily through individual agreements. The exercise price of each option varies by agreement and is based on the fair value of the stock at the date of the grant. No outstanding stock option has a term that exceeds twenty years, and all of the outstanding options are fully vested. The Company recognized compensation cost for stock option grants over the required service period based upon the grant date fair value, which is established using a Black-Scholes valuation model. The Black-Scholes valuation model uses assumptions of risk-free interest rate, expected term of stock options, expected stock price volatility and expected dividends. Forfeitures are recognized as they occur.
In conjunction with the BTH merger, the Company assumed the BTH 2012 Equity Incentive Plan and converted all outstanding options to purchase BTH common stock into options to purchase an aggregate of 611,676 shares of the Company’s common stock. Under the terms of applicable change in control provisions within the BTH 2012 Equity Incentive Plan and BTH Notice Of Stock Option Award, all BTH stock options fully vested immediately prior to the closing of the merger that occurred on August 1, 2022. BTH converted options have no expiration dates past August 16, 2031, and no further grants will be made under the BTH 2012 Equity Incentive Plan.
The table below summarizes the status of the Company’s stock options and changes during the three months ended March 31, 2024 and 2023.
| (Dollars in thousands, except per share amounts) | Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value |
|---|---|---|---|---|
| Outstanding at January 1, 2024 | 353,473 | $31.49 | 4.46 | $1,670 |
| Exercised | (7,941) | 16.66 | — | 130 |
| Expired | (2,151) | 37.18 | — | — |
| Outstanding and exercisable at March 31, 2024 | 343,381 | 31.79 | 4.04 | 771 |
| Outstanding at January 1, 2023 | 504,437 | $29.46 | 5.13 | $3,736 |
| Exercised | (27,282) | 15.62 | — | 587 |
| Expired | (331) | 37.76 | — | — |
| Outstanding and exercisable at March 31, 2023 | 476,824 | 30.24 | 5.00 | 1,728 |
Note 10 — Accumulated Other Comprehensive (Loss) Income
Accumulated other comprehensive (loss) income (“AOCI”) includes the after-tax change in unrealized gains and losses on AFS securities and cash flow hedging activities.
| (Dollars in thousands) | Unrealized (Loss) Gain on AFS Securities | Unrealized Gain (Loss) on Cash Flow Hedges | Accumulated Other Comprehensive (Loss) Income |
|---|---|---|---|
| Balance at January 1, 2024 | $(121,646) | $623 | $(121,023) |
| Net change | (3,962) | 76 | (3,886) |
| Balance at March 31, 2024 | $(125,608) | $699 | $(124,909) |
| Balance at January 1, 2023 | $(160,700) | $825 | $(159,875) |
| Net change | 21,529 | (135) | 21,394 |
| Balance at March 31, 2023 | $(139,171) | $690 | $(138,481) |
Note 11 — Capital and Regulatory Matters
The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
The Company is subject to the Basel III regulatory capital framework (“Basel III Capital Rules”), which includes a 2.5% capital conservation buffer. The capital conservation buffer is designed to absorb losses during periods of economic stress and requires increased capital levels for the purpose of capital distributions and other payments. Failure to meet the full amount of the buffer will result in restrictions on the Company’s ability to make capital distributions, which include dividend payments, stock repurchases and to pay discretionary bonuses to executive officers.
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total, common equity Tier 1 and Tier 1 capital to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average total consolidated assets (as defined). Management believes, at March 31, 2024, and December 31, 2023, that the Company and the Bank met all capital adequacy requirements to which they are subject, including the capital buffer requirement.
At March 31, 2024, and December 31, 2023, the Bank’s capital ratios exceeded those levels necessary to be categorized as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized,” the Bank must maintain minimum total risk-based, common equity Tier 1 risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. A final rule adopted by the federal banking agencies in February 2019 provides banking organizations with the option to phase in, over a three-year period, the adverse day-one regulatory capital effects of the adoption of CECL. In addition, on March 27, 2020, the federal banking agencies issued an interim final rule that gives banking organizations that were required to implement CECL before the end of 2020 the option to delay for two years CECL’s adverse effects on regulatory capital. The Bank elected to adopt CECL in the first quarter of 2020 and exercised the option to delay the estimated impact of the adoption of CECL on the Company’s regulatory capital for two years (from January 2020 through December 31, 2021). The two-year delay is followed by a three-year transition period of CECL’s initial impact on the Company’s regulatory capital (from January 1, 2022, through December 31, 2024). The amount representing the CECL impact to the Company’s regulatory capital that will be ratably transitioning back into regulatory capital over the transition period is $1.9 million and $2.5 million at March 31, 2024, and December 31, 2023, respectively.
The actual capital amounts and ratios of the Company and the Bank at March 31, 2024, and December 31, 2023, are presented in the following table:
| (Dollars in thousands)March 31, 2024 | Actual | Minimum Capital Required - Basel III | To be Well Capitalized Under Prompt Corrective Action Provisions | |||
|---|---|---|---|---|---|---|
| Common Equity Tier 1 Capital to Risk-Weighted Assets | Amount | Ratio | Amount | Ratio | Amount | Ratio |
| Origin Bancorp, Inc. | $1,034,347 | 11.97% | $604,669 | 7.00% | N/A | N/A |
| Origin Bank | 1,040,139 | 12.08 | 602,730 | 7.00 | $559,677 | 6.50% |
| Tier 1 Capital to Risk-Weighted Assets | ||||||
| Origin Bancorp, Inc. | 1,050,183 | 12.15 | 734,696 | 8.50 | N/A | N/A |
| Origin Bank | 1,040,139 | 12.08 | 731,886 | 8.50 | 688,834 | 8.00 |
| Total Capital to Risk-Weighted Assets | ||||||
| Origin Bancorp, Inc. | 1,294,542 | 14.98 | 907,389 | 10.50 | N/A | N/A |
| Origin Bank | 1,209,498 | 14.05 | 903,968 | 10.50 | 860,922 | 10.00 |
| Leverage Ratio | ||||||
| Origin Bancorp, Inc. | 1,050,183 | 10.66 | 393,987 | 4.00 | N/A | N/A |
| Origin Bank | 1,040,139 | 10.60 | 392,550 | 4.00 | 490,687 | 5.00 |
| Common Equity Tier 1 Capital to Risk-Weighted Assets | ||||||
| Origin Bancorp, Inc. | 1,012,916 | 11.83 | 599,455 | 7.00 | N/A | N/A |
| Origin Bank | 1,019,732 | 11.95 | 597,548 | 7.00 | 554,866 | 6.50 |
| Tier 1 Capital to Risk-Weighted Assets | ||||||
| Origin Bancorp, Inc. | 1,028,729 | 12.01 | 727,907 | 8.50 | N/A | N/A |
| Origin Bank | 1,019,732 | 11.95 | 725,593 | 8.50 | 682,912 | 8.00 |
| Total Capital to Risk-Weighted Assets | ||||||
| Origin Bancorp, Inc. | 1,286,604 | 15.02 | 899,184 | 10.50 | N/A | N/A |
| Origin Bank | 1,188,000 | 13.92 | 896,320 | 10.50 | 853,638 | 10.00 |
| Leverage Ratio | ||||||
| Origin Bancorp, Inc. | 1,028,729 | 10.50 | 391,822 | 4.00 | N/A | N/A |
| Origin Bank | 1,019,732 | 10.45 | 390,246 | 4.00 | 487,807 | 5.00 |
In the ordinary course of business, the Company depends on dividends from the Bank to provide funds for the payment of dividends to stockholders and to provide for other cash requirements. Banking regulations may limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels. Approval is also required if dividends declared and paid exceed the Bank’s year-to-date net income combined with the retained net income for the preceding year, which was $50.5 million at March 31, 2024.
Stock Repurchases
In July 2022, the Board of Directors of the Company authorized a stock repurchase program pursuant to which the Company may, from time to time, purchase up to $50 million of its outstanding common stock. The shares may be repurchased in the open market or in privately negotiated transactions from time to time, depending upon market conditions and other factors, and in accordance with applicable regulations of the Securities and Exchange Commission. The stock repurchase program is intended to expire inthree years but may be terminated or amended by the Board of Directors at any time. The stock repurchase program does not obligate the Company to purchase any shares at any time.
There have beenno stock repurchases during the three months ended March 31, 2024 or 2023.
Note 12 — Commitments and Contingencies
Credit-Related Commitments
In the ordinary course of business, the Company enters into financial instruments, such as commitments to extend credit and letters of credit, to meet the financing needs of its customers. Such instruments are not reflected in the accompanying consolidated financial statements until they are funded, although they expose the Company to varying degrees of credit risk and interest rate risk in much the same way as funded loans.
Commitments to extend credit include revolving commercial credit lines, non-revolving loan commitments issued mainly to finance the merger and development or construction of real property or equipment, and credit card and personal credit lines. The availability of funds under commercial credit lines and loan commitments generally depends on whether the borrower continues to meet credit standards established in the underlying contract and has not violated other contractual conditions. Loan commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the borrower. Credit card and personal credit lines are generally subject to cancellation if the borrower’s credit quality deteriorates. A number of commercial and personal credit lines are used only partially or, in some cases, not at all before they expire, and the total commitment amounts do not necessarily represent future cash requirements of the Company.
A substantial majority of the letters of credit are standby agreements that obligate the Company to fulfill a customer’s financial commitments to a third party if the customer is unable to perform. The Company issues standby letters of credit primarily to provide credit enhancement to its customers’ other commercial or public financing arrangements and to help them demonstrate financial capacity to vendors of essential goods and services.
The contract amounts of these instruments reflect the Company’s exposure to credit risk. The Company undertakes the same credit evaluation in making loan commitments and assuming conditional obligations as it does for on-balance sheet instruments and may require collateral or other credit support.
The table below presents the Company’s commitments to extend credit by commitment expiration date for the dates indicated:
| Less than One Year · One-Three Years · Three-Five Years · Greater than Five Years · Total | |||||
|---|---|---|---|---|---|
| Commitments to extend credit(1) | $875,843 | $838,913 | $390,674 | $50,723 | $2,156,153 |
| Standby letters of credit | 106,056 | 46,885 | 32,957 | — | 185,898 |
| Total off-balance sheet commitments | $981,899 | $885,798 | $423,631 | $50,723 | $2,342,051 |
| Commitments to extend credit(1) | $955,486 | $990,690 | $349,918 | $58,954 | $2,355,048 |
| Standby letters of credit | 103,280 | 20,458 | 32,957 | — | 156,695 |
| Total off-balance sheet commitments | $1,058,766 | $1,011,148 | $382,875 | $58,954 | $2,511,743 |
(1)Includes $867.5 million and $759.4 million of unconditionally cancellable commitments at March 31, 2024, and December 31, 2023, respectively.
At March 31, 2024, the Company held 37 unfunded letters of credit from the FHLB totaling $745.0 million, with expiration dates ranging from April 17, 2024, to September 22, 2027. At December 31, 2023, the Company held 31 unfunded letters of credit from the FHLB totaling $693.6 million, with expiration dates ranging from January 14, 2024, to September 22, 2027.
Management establishes an asset-specific allowance for certain lending-related commitments and computes a formula-based allowance for performing consumer and commercial lending-related commitments. These are computed using a methodology similar to that used for the commercial loan portfolio, modified for expected maturities and probabilities of drawdown. The reserve for lending-related commitments was $3.6 million and $4.7 million at March 31, 2024, and December 31, 2023, respectively, and is included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.
Loss Contingencies
From time to time, the Company is also party to various legal actions arising in the ordinary course of business. At this time, management does not expect that loss contingencies, if any, arising from any such proceedings, either individually or in the aggregate, would have a material adverse effect on the consolidated financial position or liquidity of the Company.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.